Bloomsbury
Publishing Plc
ANNUAL REPORT and ACCOUNTS 2024
Our Mission
Our mission is to be an
entrepreneurial, independent
publisher of works of excellence
and originality.
Our Purpose
Our purpose is to inform,
educate, entertain and inspire
readers of all ages.
What we do
We champion a life-long love of
reading and learning to help build a
reading culture with all the benefits
which that brings to society.
WELCOME TO OUR
2024 ANNUAL REPORT
AND ACCOUNTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
www.bloomsbury.com
Bloomsbury Publishing Plc
Contents
Governance
Chairman’s Introduction to Corporate Governance 94
Members of the Board 96
Executive Committee 98
Corporate Governance Framework 100
Directors’ Report 101
Corporate Governance Report 106
Nomination Committee Report 113
Audit Committee Report 118
Directors’ Remuneration Report 123
Financial Statements
Independent Auditor’s Report 145
Consolidated Income Statement 150
Consolidated Statement of Comprehensive Income 151
Consolidated Statement of Financial Position 152
Consolidated Statement of Changes in Equity 153
Consolidated Statement of Cash Flows 154
Notes to the Financial Statements 155
Company Statement of Financial Position 196
Company Statement of Changes in Equity 197
Company Statement of Cash Flows 198
Notes to the Company Financial Statements 199
Additional Information
Five Year Financial Summary 211
Company Information 212
Legal Notice 213
Notice of the Annual General Meeting 214
Overview
Group Highlights 02
Our Investment Case 05
Chairman’s Statement 06
In Memoriam 07
Strategic Report
Chief Executive’s Review 09
Our Strategy 15
Bloomsbury’s Strategic Priorities 16
Key Performance Indicators 18
Business Model 20
Marketplace Trends 22
Our Divisional Overview 25
– Consumer Division 26
– Non-Consumer Division 28
– Our International Offices 31
Financial Review 33
Section 172 Directors’ Duties Statement 38
Corporate Social Responsibility 39
Engagement with Stakeholders 40
Bloomsbury’s Culture & Colleagues 48
Diversity, Equity and Inclusion at Bloomsbury 53
Our Communities 57
Our Environment 60
Task Force on Climate-Related Financial
Disclosures (TCFD)
67
Principal risks and risk management 82
The Literary and Scholarly Publisher
Stock code: BMY
Annual Report and Accounts 2024
01
Financial Highlights
Revenue growth Profit before taxation
and highlighted items
1
Profit before taxation
and highlighted
items
1
margin
Profit before Tax
£342.7m
+30%
£48.7m
+57%
14.2%
+245bps
£41.5m
+63%
£230.1m
£264.1m
£342.7m
23/2422/2321/22
£26.7m
£31.1m
£48.7m
23/2422/2321/22
11.6%
11.8%
14.2%
23/2422/2321/22
£22.2m
£25.4m
£41.5m
23/2422/2321/22
Adjusted diluted
earnings
2
(pence per share)
Diluted earnings
(pence per share)
Total dividend
(pence per share)
Net Cash
46.62p
+53%
39.11p
+59%
14.69p
+25%
£65.8m
+28%
25.94p
30.56p
46.62p
23/2422/2321/22
20.33p
24.54p
39.11p
23/2422/2321/22
10.74p
11.75p
14.69p
23/2422/2321/22
£41.2m
£51.5m
£65.8m
23/2422/2321/22
1 Highlighted items comprise amortisation of acquired intangible assets and legal and other professional costs relating to ongoing and completed
acquisitions and restructuring costs.
2 Adjusted diluted earnings per share is calculated from profit before tax and highlighted items with taxation on profit before tax and highlighted items
deducted.
Group Highlights
www.bloomsbury.com
02
Bloomsbury Publishing Plc
Overview
Non- Financial Highlights
Revenue split by division Revenue split by destination Revenue split by format
27%
73%
Consumer
Non-Consumer
9%
56%
5%
5%
2%
23%
Middle East and Asia
Continental Europe
Australasia
North America
ROW
UK
25%
72%
3%
Print
Digital
Rights and services
Rebecca McNally, Publishing Director and Editor-in-Chief for Children’s Publishing, accepting the British
Book Award for Children’s Publisher of the Year in May 2024
Awards
• British Book Awards –
Children’s Publisher
of the Year
• Small Cap Network –
Diversity, Inclusivity
and Engagement Award
• IPG – Sustainability
Award
• London Book Fair –
Sustainability Initiative
Award
• AIM’s Empowering
Futures – Apprenticeship
Employer Provider of
the Year Award
Stock code: BMY
Annual Report and Accounts 2024
03
Overview
Commercial and
Literary Recognition
www.bloomsbury.com
04
Bloomsbury Publishing Plc
Overview
Portfolio of publishing portfolios
Portfolio of portfolios
Bloomsbury has diversified its operations
across consumer and academic publishing
markets, establishing a more balanced
portfolio. We have demonstrated the
extraordinary upside potential of consumer
publishing and our expertise in identifying
and acquiring talented authors through
our range of bestsellers and brands such
as Harry Potter and Sarah J. Maas. We are
unique in balancing this with academic
publishing, which is not subject to
consumer trends, creating a more resilient
business model.
Reinvest in the Company
Reinvest in the Company
Bloomsbury’s investment in and
development of content and author brands
drives strong demand, generating cash
to fund further investment. We reinvest
in the Company, authors and colleagues.
Our Consumer publishing is known for its
high production and design values and our
Academic list for its scholarly excellence
and focus on digital delivery to the modern
scholar and student alongside educators,
librarians and lecturers. This all contributes
to building our brand reputation for
excellence and originality and is recognised
worldwide.
Diversied across formats, territories
and subject areas
Diversified across formats,
territories and subject areas
Bloomsbury is platform agnostic in delivery
of its IP; our content is made available in
all formats, including print (hardback and
paperback), digital (ebook, Bloomsbury
Digital Resources) and audio alongside
innovative visual resources. Bloomsbury is
diversified across territories as a worldwide
publisher. In subject areas, our Academic
division offers resources across disciplines
in the Humanities and Social Sciences,
including Visual and Performing Arts. Our
Consumer Division has significant non-
fiction lists as well as bestselling award-
winning fiction lists for adults and children.
Reinvest through focused acquisitions
Reinvest through focused
acquisitions
Bloomsbury has used its strong financial
position to fund selective and strategic
acquisitions, with 33 acquisitions completed
since the inception of the Company. We
are actively targeting and assessing further
acquisition opportunities in line with our
long-term growth strategy. Our focused
acquisitions strategy supports long-term
growth, strengthening existing areas of
publishing, allowing us to expand into new
areas, and accelerating our digital offering.
Valuable catalogue of IP from high
calibre authors
Valuable catalogue of IP
from high calibre authors
Bloomsbury owns and acquires valuable
IP from high calibre authors. Bloomsbury
is home to diversified authors with strong
frontlist (new) and backlist (previous)
titles totalling over 80,000 active titles.
Bloomsbury retains the copyright for each
of these books until 70-75 years after
the death of the author. The majority of
Bloomsbury’s turnover is derived from its
backlist.
Strong balance sheet and dividend
Reinvest through focused acquisitions
Strong balance sheet and
dividend
Bloomsbury retains a strong balance sheet
while also returning cash to Shareholders
in the form of a dividend. Bloomsbury has
a progressive dividend policy that offers
long-term growth, with a policy of > 2x
earnings cover and strong cash cover.
In 2023/2024, we balanced the interim
and final dividend, increasing the interim
dividend to reflect a better balance
between sales in the first and second halves
of the year, demonstrating the success of
our diversified strategy.
Our Investment Case
Bloomsbury’s diversified strategy has forged a portfolio of portfolios,
spanning consumer and academic publishing across formats, territories
and subject areas, a resilient model delivering long-term success, protecting
the company from the vicissitudes of individual areas. Bloomsbury has
a proven long-term strategy in which it invests in valuable IP from high
calibre authors to drive strong demand, then utilises the cash generated
from consumer and academic publishing to reinvest in the authors to build
future success, make acquisitions and return cash to shareholders.
Stock code: BMY
Annual Report and Accounts 2024
05
Overview
Bloomsbury’s remarkable growth story has continued at pace
through this past year. Since I joined the board in 2017, revenues
have risen nearly two and a half times, and adjusted diluted
earnings per share have increased at a compound annual growth
rate of 20.5%. The US business, something of a supporting player
seven years ago, now generates over half of our revenue and
Bloomsbury is developing into a significant American publisher in
its own right. The Company’s digital activities have also emerged
over this period as an important new contributor to earnings.
Harry Potter continues his magic. And net cash at the year-end
was over four times the 2017 figure.
Of course, this has been an
exceptional year. Sarah J. Maas
was already making a mark in
2017, with four out of our top ten
consumer titles around the world in
that year. But she became a global
phenomenon in 2023/2024, and with
the encouragement of a brilliant
marketing campaign her devoted
fans drove the sales of her books way
beyond our expectations. We have
to be careful about future projections
from this very high level. But three
points are to be emphasised about
the underlying strength of the
business.
One is the success of our long-
term strategy in building a resilient
business model by way of organic
growth and acquisition in academic
and professional publishing. Taken
together with Special Interest
activities, the non-consumer side is now generating revenues
of nearly £100m, of which more than a quarter comes from
Bloomsbury Digital Resources. Unique among our competitors,
this approach has given the company a portfolio that covers a
wide range of subject areas, territories and formats, providing a
valuable degree of balance against the more volatile consumer
side of the business.
The second point is captured in one of my favourite features
in this report, which is to be found on page 12. This shows
Bloomsbury’s progressive dividend record over the long term,
something of which the Board is extremely proud.
The final point is that although the headcount has risen by over
60% since 2017, the culture of the business is unchanged. Driven
by Nigel Newton and his executive team, Bloomsbury is an
entrepreneurial, independent publisher of works of excellence
and originality, and that is what it is determined to remain.
One great shadow hung over the
business in this past year – the
tragic death in a boating accident
of our colleague Adrienne Vaughan,
President of the US business. The
Board would like to extend its deep
sympathy to her family and friends,
and records its gratitude for her great
contribution.
After seven exciting years, this is a
good moment for me to step aside
from the company, and I am very
happy that the Board has proposed
our colleague John Bason to succeed
me as Chair. John is someone
with an immense experience of
business, which he combines with
the essential Bloomsbury qualities
of independence, integrity and
ambition. I shall very much enjoy
watching the company’s continued
progress under his leadership in the
years ahead.
Sir Richard Lambert
Non-Executive Chairman
Bloomsbury Publishing Plc
“
Since I joined the board in 2017,
revenues have risen nearly two
and a half times, and adjusted
diluted earnings per share have
increased at a compound annual
growth rate of
20.5%.
”
Bloomsbury’s remarkable growth story has
continued at pace through this past year.
Chairman’s Statement
Sir Richard Lambert - Non-Executive Chairman
www.bloomsbury.com
06
Bloomsbury Publishing Plc
Overview
Strategic Report
In August 2023, we suffered the terrible blow of the death
of Adrienne Vaughan, President of Bloomsbury USA and
member of Bloomsbury’s Executive Committee.
Adrienne led Bloomsbury USA to record heights.
She was gifted at inspiring colleagues and taking
people on the journey with her. Adrienne succeeded
and was loved by colleagues due to her combination
of great personal warmth, caring deeply and holding
a fierce determination to make the business grow.
Adrienne’s business instincts were outstanding
and she loved authors, readers and her colleagues
equally. Adrienne was a natural business leader with
an unusual combination of financial acumen and
publishing know-how; she helped publish our
super-star Sarah J. Maas to perfection and with joy.
Adrienne had a big publishing career ahead of her
and a great future, underlined by her appointment
to the Board of Directors of the Association
of American Publishers.
We celebrate Adrienne for her wonderful intelligence,
dazzling brilliance and heart-warming life-force, which
we will never cease to honour. Our hearts go out to
Adrienne’s husband and children, parents, family
and friends. Bloomsbury continues to do everything
possible to support them.
We at Bloomsbury are grateful to be able to
support The Adrienne Vaughan Memorial
Scholarship Endowment.
Adrienne Vaughan
2 February 1978 – 3 August 2023
Former President of Bloomsbury USA
and member of Bloomsbury’s
Executive Committee.
IN MEMORIAM
Stock code: BMY
Annual Report and Accounts 2024
07
Overview
STRATEGIC
REPORT
Chief Executive’s Review 09
Our Strategy 15
Bloomsbury’s Strategic Priorities 16
Key Performance Indicators 18
Business Model 20
Marketplace Trends 22
Our Divisional Overview 25
– Consumer Division 26
– Non-Consumer Division 28
– Our International Offices 31
Financial Review 33
Section 172 Directors’ Duties Statement 38
Corporate Social Responsibility 39
Engagement with Stakeholders 40
Bloomsbury’s Culture & Colleagues 48
Diversity, Equity and Inclusion at Bloomsbury 53
Our Communities 57
Our Environment 60
Task Force on Climate-Related Financial Disclosures (TCFD) 67
Principal risks and risk management 82
www.bloomsbury.com
08
Bloomsbury Publishing Plc
We had an outstanding year at Bloomsbury with exceptional
trading leading to the highest revenue and profit in Bloomsbury’s
37 year history. Our sales are up £79m, an increase of 30% from
£264m to £343m. Profit is up £18m, an increase of 57% from £31m
to £49m. This dramatic increase arises from our entrepreneurial
diversification strategy which has forged a portfolio of portfolios
combining consumer and academic
publishing across formats, territories and
subject areas, a resilient model delivering
long-term success.
Consumer revenue growth was 49%. Recent
success has been principally driven by
the increasing demand for fantasy fiction.
Sarah J. Maas is a publishing phenomenon
and we are very fortunate to have signed
her up with her first book 14 years ago.
Her books have captivated a huge
audience, supported by major Bloomsbury
promotional campaigns, driving strong
word of mouth recommendation,
particularly through social media channels.
Bloomsbury Digital Resources increased
sales to £27m and remains on course to
achieve its target of c.£37m turnover in
2027/2028 though Non-Consumer sales
were slightly down by 4% to £93.4m.
Bloomsbury is well placed, despite the end
of US government COVID relief funding, to
capitalise on the continued structural shift
to digital learning and is confident in the
long-term growth opportunities of the Non-
Consumer division given the significant growth projections for
higher education. The World Bank estimates that globally there
will be 380m higher education students by 2030, up from 220m
students in 2021, which itself more than doubled the enrolment
figures from 2000.
In recognition of this performance and in accordance with our
progressive dividend policy, the Board recommends a final
dividend of 10.99 pence per share, taking our full year dividend to
14.69 pence per share, an increase of 25% year on year.
Trading for 2024/2025 is expected to be slightly ahead of current
consensus expectation
1
. Expectations
for 2024/2025 reflect the exceptional
performance in 2023/2024, and that we are
not expecting to publish a new Sarah J.
Maas title in the year ending 28 February
2025. Last week, we won five awards at the
British Book Awards including Children’s
Publisher of the Year. Today we launch
Bloomsbury 2030, setting out our vision for
the Company over the next six years.
Bloomsbury has a clear strategy. Our strong
cash generation and balance sheet enables
us to continue investing in innovative
content and authors, as well as capitalising
on emerging opportunities. As a result of
these strengths, the genius of our authors
and the skill of our people worldwide at
our unique combination of literary and
scholarly publishing, we remain confident
in Bloomsbury’s ability to deliver continued
success.
Nigel Newton
Founder & Chief Executive
“
Our entrepreneurial
diversification strategy
has forged a portfolio
of portfolios combining
consumer and academic
publishing, a resilient
model delivering long-term
success.
”
Chief Executive Review
Nigel Newton - Founder & Chief Executive
1 The Board considers consensus market expectation (before this
publication) for the year ending 28 February 2025 to be revenue of
£283.6m and profit before taxation and highlighted items of £35.4m.
Stock code: BMY
Annual Report and Accounts 2024
09
Strategic Report
Overview
Bloomsbury, the literary and scholarly publisher, achieved the
highest revenue and profit in its 37 year history in the year ended
29 February 2024. Bloomsbury delivered revenue growth of 30%
to £342.7m (2022/2023: £264.1m).
Group profit before taxation and highlighted items increased 57%
to £48.7m (2022/2023: £31.1m). Profit before taxation increased
by 63% to £41.5m (2022/2023: £25.4m). The highlighted items of
£7.3m (2022/2023: £5.7m) consist of the amortisation of acquired
intangible assets of £4.9m (2022/2023: £5.2m), one-off legal and
other professional fees relating to acquisitions and restructuring
costs of £2.3m (2022/2023: £0.5m). The effective rate of tax for the
year was 22.2% (2022/2023: 20.3%). The adjusted effective rate of
tax, excluding highlighted items, was 21.0% (2022/2023: 18.9%).
Diluted earnings per share, excluding
highlighted items, grew 53% to 46.62p
(2022/2023: 30.56p). Including highlighted
items, profit before tax increased
to £41.5m (2022/2023: £25.4m) and
diluted earnings per share grew 59% to
39.11p (2022/2023: 24.54p). The Board
recommends a 6% increase in our final
dividend to 10.99 pence per share, taking
our full year dividend to 14.69p per share,
an increase of 25% year on year.
We have once again demonstrated the
extraordinary upside potential of consumer
publishing with Sarah J. Maas. Consumer
revenue growth was 49%, outperforming the UK trade market
which was up 4% and the US market which was down 0.3% in
2023 (UK Publishers Association and Association of American
Publishers respectively, figures by value).
In Non-Consumer, Bloomsbury Digital Resources (“BDR”)
increased its sales by 2% to £26.6m against a backdrop of more
normalised post COVID higher education market. Our academic
customer renewal rate remained at industry leading levels of 90%.
Critically, notwithstanding this market normalisation, we remain
confident in the long-term trends. BDR remains on course to
achieve its target of 40% organic revenue growth in the five years
to 2027/2028 to deliver c.£37m turnover.
We have purposefully pursued a strategy of diversification across
consumer and academic publishing and within those have
diversified across formats and territories. This strategy has created
a portfolio of portfolios - a model that provides resilient growth
and cash generation. We continue to focus on capital allocation
to accelerate the flywheel of Bloomsbury:
1. Fortifying our existing business by investing in our Company,
authors and employees;
2. Enhancing the diversification of our business to drive future
profitability, organically and through acquisitions; and,
3. Retaining a strong balance sheet while rewarding shareholders
through our dividend.
Our diversification across formats has ensured expanding
publishing through digital channels, and we continue to expand
our academic as well as consumer markets. Our international
revenues are 77% of total revenue. In Academic subject areas, we
provide resources across the Humanities, Social Sciences, Visual
Arts, and Performing Arts. Our Consumer lists are increasingly
diverse, with a sizeable presence in
specific areas of non-fiction as well as
bestselling award-winning fiction lists
for adults and children.
Bloomsbury is proud to have been
recognised for our work on diversity by
the Small Cap Network by winning the
Diversity, Inclusivity and Engagement
Award. In recognition of our progress
on sustainability, Bloomsbury received
the IPG Sustainability Award and the
LBF’s inaugural Sustainability Initiative
Award.
Consumer Division
The Consumer division consists of Adult publishing (fiction,
non-fiction and lifestyle) and Children’s publishing (picture books,
young fiction and non-fiction, pre-school and illustrated non-
fiction titles). The Consumer division generated revenue growth
of 49% to £249.2m (2022/2023: £166.7m). Profit before taxation
and highlighted items increased by 108% to £37.8m (2022/2023:
£18.1m). Profit before taxation increased by 110% to £37.4m
(2022/2023: £17.8m).
Bloomsbury has again demonstrated the success and huge
upside of consumer publishing. The success of Sarah J. Maas
continues with her 16th book with Bloomsbury, Crescent City:
House of Flame and Shadow, which became a global No.1
bestseller on publication on 30 January 2024 and drove sales in
her backlist titles. Sarah J. Maas’ sales grew by 161% year on year,
cementing her position as a publishing phenomenon. Desire by
readers to immerse themselves in the interwoven worlds Sarah
J. Maas has created, has driven sales across the Throne of Glass
and A Court of Thorns and Roses (ACOTAR) series as well as the
most recent Crescent City series. This, alongside Bloomsbury’s
innovative marketing, has enabled Sarah J. Maas’ work to reach a
wider audience.
“
Bloomsbury achieved the
highest revenue and profit
in its 37 year history
”
Chief Executive’s Review
continued
www.bloomsbury.com
10
Bloomsbury Publishing Plc
Strategic Report
Harry Potter title sales remain strong, 26 years after first
publication, showing the enduring appeal of this classic series.
Harry Potter and the Philosopher’s Stone was the No.1 bestselling
Children’s book of the year for the first time since 2002 (UK
Nielsen Bookscan). The Bloomsbury curated The Harry Potter
Wizarding Almanac was a No.1 Sunday Times Bestseller, a No.1
New York Times Bestseller and was published in 37 languages
with international publishers.
Commercial and literary recognition for our authors continued,
notably with:
• Katherine Rundell’s Impossible Creatures being crowned
Waterstones Book of the Year 2023 and was a Sunday Times
Bestseller.
• Louise Kennedy’s Trespasses won the McKitterick Prize, the
British Book Awards Book of the Year – Debut Fiction and was a
Times Bestseller.
• Ann Patchett’s Tom Lake was a Sunday Times Bestseller.
• International No.1 bestseller Samantha Shannon’s success with
the 10th anniversary reissue of The Bone Season, alongside
continued success of The Priory of the Orange Tree and A Day
of Fallen Night.
• Poppy Cooks’ The Actually Delicious Air Fryer Cookbook was a
Sunday Times Bestseller.
• Tom Kerridge’s Pub Kitchen was a Sunday Times Bestseller.
• Isabella Tree’s The Book of Wilding was a Sunday Times
Bestseller.
• Peter Frankopan’s The Earth Transformed was a No.2 Sunday
Times Bestseller and The Times Best History Book of 2023.
• Tan Twan Eng’s The House of Doors was chosen as Book of the
Year 2023 by the Financial Times, New Statesman, New Yorker
and Washington Post and was a Sunday Times Bestseller.
• Ghosts: The Button House Archives companion book to the
BBC TV series was an instant Sunday Times Bestseller.
• Kidada E. Williams’ I Saw Death Coming was longlisted for the
US National Book Award in Non-fiction and shortlisted for the
Museum of African American History’s Stone Book Award.
• Johann Hari’s Stolen Focus was the winner of the Porchlight
Business Book Award, chosen as one of the best books of the
year by the Wall Street Journal, Financial Times, New York Post
and was a New York Times Bestseller.
• Trang Thanh Tran’s She is a Haunting was a New York Times
Bestseller.
• Martha Mumford and Cherie Zamazing’s bestselling Bunny
Adventures series in which we published We’re Going on a
Ghost Hunt and We’re Going to a Birthday Party in 2023.
Non-Consumer Division
The Non-Consumer division consists of Academic & Professional,
including BDR, and Special Interest. Revenues in the division
were £93.4m (2022/2023: £97.4m). Profit before taxation and
highlighted items for the Non-Consumer division was £9.9m
(2022/2023: £13.1m). Profit before taxation was £5.3m (2022/2023:
£8.2m).
Non-Consumer Division:
Academic & Professional
Academic & Professional revenues were £70.5m (2022/2023:
£75.7m) and profit before taxation and highlighted items was
£9.3m (2022/2023: £12.4m). Profit before taxation was £4.9m
(2022/2023: £7.8m).
Bloomsbury Academic focuses on Humanities and Social Sciences
(HSS), including Drama and Visual Arts with a strong digital
offering. Our strategy means that we have been well placed to
capitalise on the market growth, which was particularly strong
through the pandemic, as Academic Institutions pivoted at pace
to digital learning. As we communicated in the 2023/2024 interim
results, US Academic Institutions had received one-off benefits of
additional government funding during the pandemic, a funding
environment that has since normalised. BDR revenue has grown
from £6.3m in 2018/2019 to £26.6m in 2023/2024. While the
funding environment for Academic Institutions has evolved, we
remain confident in the structural shift to digital learning.
BDR revenues were £26.6m with growth of 2% (2022/2023: 41%).
Our BDR growth strategy continues to build high margin, high
quality, repeatable digital revenue from our market leading
Academic & Professional IP. We reiterate our BDR target to reach
c.£37m of sales with 40% organic revenue growth over the five
years to 2027/2028.
Bloomsbury author Jon Fosse won The Nobel Prize in Literature
in 2023. We are proud to publish six collections of his plays
in the UK and US, making him the eighth Nobel Prize winner
on Bloomsbury’s Methuen Drama list, joining Peter Handke,
Dario Fo, Toni Morrison, Wole Soyinka, Luigi Pirandello, John
Galsworthy and George Bernard Shaw.
Non-Consumer Division: Special Interest
Special Interest revenue increased by 6% to £22.9m
(2022/2023: £21.7m) and profit before taxation and highlighted
items was £0.6m (2022/2023: £0.6m). Regular publications such as
Wisden Cricketers’ Almanack and Reeds Nautical Almanac remain
loved by enthusiasts. Prizes include:
• The 2023 Wainwright Prize for Nature Writing, awarded to The
Flow: Rivers, Water and Wildness by Amy-Jane Beer.
• Waterstones Best Books of 2023 in European Politics, awarded
to The War Came To Us: Life and Death in Ukraine by
Christopher Miller.
• Waterstones Best Book of 2023 in Sport, awarded to 1923: The
Mystery of Lot 212 and a Tour de France Obsession by Ned
Boulting.
Stock code: BMY
Annual Report and Accounts 2024
11
Strategic Report
Cash and Financing
Bloomsbury’s cash generation was strong with cash at the year-
end of £65.8m (2023: £51.5m) and cash conversion increased to
110% (2022/2023: 107%).
The Group has an unsecured revolving credit facility with Lloyds
Bank Plc. The facility comprises a committed revolving credit
facility of £20m, and an uncommitted incremental term loan
facility of up to £20m. At 29 February 2024, the Group had no
draw down (2023: £nil) of this facility.
Acquisitions
Bloomsbury has a successful track record in strategic acquisitions,
with 33 completed since inception. We are actively targeting and
assessing further acquisition opportunities in line with our long-
term growth strategy, particularly in Academic.
Dividend
Bloomsbury has a progressive dividend policy aiming to keep
dividend earnings cover in excess of two times, supported by
strong cash cover. The Board is recommending a final dividend of
10.99 pence per share, totalling £9.0m. Together with the interim
dividend, this makes a total dividend for 2023/2024 of 14.69
pence per share, a 25.0% increase on the 11.75 pence value of the
dividend for 2022/2023 and a 36.8% increase versus 2021/2022.
Subject to Shareholder approval at our AGM on 16 July 2024, the
final dividend will be paid on 23 August 2024 to Shareholders on
the register on the record date of 26 July 2024.
Including the proposed 2023/2024 final dividend, over the past
ten years, the dividend per share has increased at a compound
annual growth rate of 9.7%.
Future Publishing
Our publishing list for 2024/2025 is strong and includes:
• Stuart Turton’s The Last Murder at the End of the World,
published on 28 March 2024.
• Johann Hari’s new title Magic Pill: The Extraordinary Benefits
and Disturbing Risks of the New Weight Loss Drugs, published
on 2 May 2024.
• Samantha Shannon’s new title The Mask Falling, the latest in
the Bone Season series, published on 9 May 2024.
• Gillian Anderson’s new title Want to be published on
5 September 2024.
• The Golden Road: How Ancient India Transformed the World
by William Dalrymple, the co-host of the chart topping Empire
podcast, will be published on 12 September 2024.
• Harry Potter: A new illustrated gift book Christmas at Hogwarts
will be published on 15 October 2024, with text drawn directly
from Harry Potter and the Philosopher’s Stone.
• Hugh Fearnley-Whittingstall’s How to Eat 30 Plants A Week,
published on 9 May 2024.
• Tom Kerridge Cooks Britain, accompanying the TV series, will
be published on 6 June 2024.
• The new Bunny Adventures book by Martha Mumford and
Cherie Zamazing Hooray! It’s our First Day will be published on
4 July 2024.
Chief Executive’s Review
continued
1 Dividend for 14 months ended 28 February 2011 included 0.28 pence per share for the two months ended 28 February 2011
2 Dividend for the year ended 29 February 2020 was made up of 1.28 pence per share of cash and 6.89 pence per share bonus issue value
3 A special dividend was paid for the year ended 28 February 2021
0
3
6
9
12
15
3.00
3.60
3.66
4.00
4.22
4.43
5.00
5.20
5.50
5.82
6.10
6.40
6.70
7.51
7.96
8.17
8.86
9.78
10.74
11.75
14.69
29 Feb 24
28 Feb 23
28 Feb 22
28 Feb 21
3
28 Feb 21
29 Feb 20
2
28 Feb 19
28 Feb 18
28 Feb 17
29 Feb 16
28 Feb 15
28 Feb 14
28 Feb 13
29 Feb 12
28 Feb 11
1
31 Dec 09
31 Dec 08
31 Dec 07
31 Dec 06
31 Dec 05
31 Dec 04
Pence per Share
Bloomsbury rewards Shareholders - Long-term Dividend Growth
www.bloomsbury.com
12
Bloomsbury Publishing Plc
Strategic Report
Powerful forward publishing
list for 2024/2025
Stock code: BMY
Annual Report and Accounts 2024
13
Strategic Report
Bloomsbury 2030
Bloomsbury 2030 is the next stage in our ambitious and
entrepreneurial growth strategy. To achieve further success, we
will focus on our growth, our portfolio and our people. To drive
our growth, we will use our strong financial position to fund
further acquisitions focused on Academic and US opportunities
with digital potential. Within our portfolio, we aim to become the
most successful independent Academic publisher in Humanities
and Social Sciences, focusing on digital publishing and resources,
as well as building more brand authors and continuing to
discover, nurture, champion and retain high-quality authors and
illustrators. Our people goal is to be the best place to work in
publishing through an industry-leading focus on professional
development programs, training, systems and work practices.
Our strategy remains to invest in high value intellectual property
and digital channels, publish works of excellence and originality,
and grow our diversified portfolio of content and services across
our Consumer and Academic Divisions alongside international
market expansion to build quality revenues and increase earnings.
Board Changes and Evaluation
As announced, Sir Richard Lambert has given notice of his
intention to retire as Chairman and step down as Director of
the Company with effect from the Annual General Meeting on
16 July 2024. John Bason, current Independent Non-Executive
Director, will succeed Richard as Chairman, subject to shareholder
approval. Sir Richard Lambert has been an exceptional Chairman
over the last seven years. We are immensely grateful for his
sage and generous counsel, his support and his insight, which
have helped Bloomsbury achieve so much during his tenure.
Richard will be succeeded by John Bason, subject to shareholder
approval. John joined the Board two years ago and brings a
depth of financial and business knowledge to help Bloomsbury
reach its ambitious goals.
The Board conducts an annual formal evaluation of its
performance. For 2023/2024, this was an externally-facilitated
evaluation, conducted by Value Alpha Ltd, an independent
advisory firm. The review‘s key findings were that ‘Board and
committee performance are strong; boardroom behaviours are
exemplary; the Board’s governance approach successfully delivers
effective oversight; and, in overall terms, the Board’s performance
and effectiveness is high.’
C
urrent trading & Outlook
Trading for 2024/2025 is expected to be slightly ahead of the
current consensus expectation
1
.
Bloomsbury has six new books contracted with Sarah J. Maas,
as announced in March 2023. We are not expecting to publish a
new title in the year ending 28 February 2025. Announcements
regarding any new publication date will be made by Bloomsbury
in tandem with Sarah J. Maas announcing the date to her readers.
The Board is confident in the medium and long-term strategy for
Consumer and investing in Academic & Professional Publishing,
with the benefits of digital content. We continue to execute our
strategy of diversification across formats, territories and markets
and our portfolio of portfolios strategy. Our authors, customers,
consistent performance, and the scale and resilience of our
business continue to underpin the confidence we have in the
future.
Nigel Newton
Chief Executive
Bloomsbury Publishing Plc
1 The Board considers consensus market expectation (before this
publication) for the year ending 28 February 2025 to be revenue of
£283.6m and profit before taxation and highlighted items of £35.4m.
Chief Executive’s Review
continued
www.bloomsbury.com
14
Bloomsbury Publishing Plc
Strategic Report
Strategic priorities
Consumer
publishing
Employee
experience and
engagement; DE&I
International
expansion
SustainabilityNon-Consumer
publishing; BDR
consumer
Diversity and Inclusion
International Expansion
Sustainability
non-consumer
Our overall growth strategy and long-term focus remains to invest in high value intellectual
property and digital channels, publish works of excellence and originality, and grow our
diversified portfolio of content and services across our Consumer and Non-Consumer
Divisions to build quality revenues and increase earnings. Bloomsbury is committed to
playing its part in shaping a more sustainable, equitable and inclusive world, and this
commitment informs our strategic priorities, as described on pages 16 and 17.
Our colleagues
We are committed to ongoing
investment in our colleagues and
our working environment, including
through the provision of development
and training opportunities, the
implementation of flexible and balanced
working, and the promotion of a diverse,
inclusive and ethical culture in order to
enable individual and collective success
and attract new talent.
Content
We continue to invest in new content
by acquiring works of originality and
excellence from established and
emerging authors and partners across
a range of genres and from an array
of voices in order to enhance our
diversified portfolio of intellectual
property and build a strong publishing
pipeline.
Acquisitions
We continue to pursue acquisitions
which will support our growth strategy,
accelerate our digital offerings,
strengthen existing areas of publishing,
and enable us to expand into new areas.
Since Bloomsbury’s inception, we have
made 33 acquisitions of publishers and
imprints.
Digital
We are focused on delivering growth
by investing in the development of our
existing and most successful digital
resource products and accelerating the
launch of new products. We continue to
invest in audio publishing as this market
continues to grow.
We aim to achieve this by investing in:
01
03
02
04
Our strategy
Annual Report and Accounts 2024
15
Strategic Report
Stock code: BMY
Consumer publishing
Discover, nurture, champion and retain
high-quality authors and illustrators,
while looking at new ways to leverage
existing title rights
Achieved 2023/2024:
• Delivered 49% growth in Consumer
Division revenue. Bestsellers Katherine
Rundell’s Impossible Creatures, Louise
Kennedy’s Trespasses, Ann Patchett’s
Tom Lake, Samantha Shannon’s 10th
anniversary reissue of The Bone
Season, The Priory of the Orange Tree
and A Day of Fallen Night and Martha
Mumford and Cherie Zamazing’s
bestselling Bunny Adventures series.
Grow our key authors through effective
publishing across all formats alongside
strategic sales and marketing
Achieved 2023/2024:
• 161% growth in revenue from sales of
Sarah J. Maas titles. Sarah J. Maas’ new
title Crescent City: House of Flame
and Shadow became a global No.1
bestseller on publication on 30 January
2024 and drove sales in her backlist
titles. Bloomsbury has six new titles
contracted.
As the originating publisher of J.K.
Rowling’s Harry Potter series, ensure
that new children discover and read it
for pleasure every year
Achieved 2023/2024:
• Harry Potter title sales remain strong,
26 years after first publication. Harry
Potter and the Philosopher’s Stone was
the UK’s No.1 bestselling children’s
book of the year for the first time since
2002. The Bloomsbury conceived The
Harry Potter Wizarding Almanac was
a No.1 Sunday Times bestseller and a
No.1 New York Times bestseller.
Non-Consumer
publishing;
BDR
Grow Bloomsbury’s
portfolio in Non-
Consumer publishing
Non-Consumer publishing
is characterised by
higher, more predictable
margins, is less reliant
on retailers and presents
greater digital and global
opportunities. Non-
Consumer revenues are
derived from our Academic
& Professional, Educational
and Special Interest
publishing.
Achieved 2023/2024:
• £93.4m in Non-
Consumer revenue.
BDR target is to achieve
a further 40% organic
revenue growth over the
five years to 2027/2028,
to reach c.£37m turnover
Achieved 2023/2024:
• £26.6m revenue and
322% growth over
five years
Link to KPIs
01 02 04
Bloomsbury’s Strategic Priorities
Link to KPIs
01 02 03 04
International
Expansion
Expand international
revenues
Continue our international
growth and take advantage
of the biggest academic
market in the USA
Achieved 2023/2024:
• International revenues
increased to 77% of Group
revenue (2022/2023: 73%);
US revenues increased
to 56% of Group revenue
(2022/2023: 48%).
Link to KPIs
01 02 03 04
www.bloomsbury.com
16
Bloomsbury Publishing Plc
Strategic Report
01
Revenue growth
02
PBTA
03
Digital resources revenue growth
04
Adjusted operating profit margin
05
Employee engagement
06
Gender diversity
07
Ethnic and racial diversity
08
Environmental performance
Key to KPIs:
Employee experience and engagement;
Diversity, Equity and Inclusion
Be an attractive employer for all individuals seeking a career in publishing,
regardless of background or identity, adding cultural value to our business
operations and performance
Focus on targeted initiatives to create an environment that promotes
diversity, nurtures talent, stimulates creativity and collaboration, supports
wellbeing and is inclusive and respectful of difference
Implement Bloomsbury’s Diversity, Equity and Inclusion Action Plan
Our success is driven by the expertise, passion and commitment of our
employees. We understand the importance of attracting, supporting and
engaging colleagues wherever they work. We recognise the value of diversity of
thought, perspectives and experience in shaping our culture and strategy, driving
our long-term success and informing the ways in which we fulfil our social purpose.
Achieved 2023/2024:
• Won the Small Cap Network Diversity, Inclusivity and Engagement award.
• Bloomsbury rolled out its Career Framework initiative to all employees in the
US and UK, a transparent and fair pay and grading structure underpinning our
reward scheme and career progression programme.
• Achieved 2023/2024: 16% of UK employees are from minority ethnic groups
(2022/2023: 15%). 25% of US employees are from minority ethnic groups
(2022/2023 26%).
• All employees received a one-off £1,250 payment to share in our exceptional
performance, in addition to the group wide bonus scheme.
• Delivered a new comprehensive medical insurance plan for UK employees.
• Launched the Bloomsbury Writer’s Mentorship Programme, to support
unpublished, underrepresented fiction writers. The programme is open to
people of colour, those from lower socio-economic backgrounds, those
living with a disability and those from the LGBTQ+ community. Proving the
importance of integrating with this community, Bloomsbury received 800 entries
in the first year and announced its first winner, Alice McCusker, in March 2024.
• Launched the Bloomsbury Academic Writing Fellowship, open to UK-based authors
and researchers with African or African Caribbean heritage, to uncover new authors
and give new voices a platform. This was awarded to Fellow Tionne Alliyah Parris
who will receive an editorial mentorship, £1,000 financial support, practical resources
and event and networking opportunities.
• Launched the Academic & Professional Widening Access Fund pilot, to provide
financial support for authors who may not otherwise be able to publish with us.
• Official partner of The Runnymede Trust’s Lit in Colour initiative, supporting
the increase in students’ access to books by writers of colour and those from
minority ethnic backgrounds, drawing on our world-leading drama list from
Methuen Drama. As official partner of the Lit in Colour initiative, in November
2023 Bloomsbury launched ‘The (Incomplete) Lit in Colour Play List’ with 57
plays from an eventual 172. Lit in Colour won Outstanding Drama Initiative
2024 at the Music and Drama Education Awards.
Link to KPI
05 06 07
Sustainability
Maximise our use of
sustainable resources
while seeking to reduce
carbon emissions in line
with our targets
We recognise our
responsibility to conserve
the Earth’s resources and
we are committed to
monitoring and improving
the environmental impact of
our operations. In 2023/2024
Bloomsbury restated base
year emissions across Scope
1, 2 and 3 using current
methodology and the use
of more granular data in our
emissions calculations. We
have restated the 2022/2023
and 2019/2020 (base
year) comparatives in our
reporting. Restated figures
include data for acquired
companies ABC-CLIO and
Head of Zeus from the
base year.
Achieved 2023/2024:
• Bloomsbury is delighted
to have received the IPG
Sustainability Award and
the London Book Fair
inaugural Sustainability
Initiative Award.
• 77% reduction in Scope
1 and 2 emissions in
four years.
• Completed the CDP
Climate Change
questionnaire, receiving
the second highest score
of B, demonstrating our
coordinated response to
climate change.
Link to KPIs
08
Stock code: BMY
Annual Report and Accounts 2024
17
Strategic Report
Revenue growth PBTA
1
£342.7m
+30%
£48.7m
+57%
23/24
22/23
21/22
£342.7m
£264.1m
£230.1m
23/24
22/23
21/22
£48.7m
£31.1m
£26.7m
Link to risks:
A
B
D
H
Link to risks:
A
B
C
D
F
H
L
Employee engagement
15
Employee Voice Meetings
connecting employees
with the Board and senior
management
(2023: 15)
12
Active Staff Networks
(2023: 13)
46%
Average attendance rate
atmonthly Town Halls
(2023: 59%)
Link to risks:
I
K
Financial measures Non-financial measures
1 PBTA is profit before tax, amortisation
of acquired intangibles and other
highlighted items.
2 Adjusted profit margin is profit before
taxation and highlighted items divided
by revenue.
A
Market
D
Title acquisition
G
Intellectual property
J
Legal and compliance
B
Importance of
digitalpublishing
E
Information and
technologysystems
H
Reliance on key
counterparties and supply
chain resilience
K
Reputation
C
Acquisitions
F
Financial valuations
I
Talent management
L
Cost Inflation
Key to risks:
Digital resources revenue Adjusted profit margin
2
£26.6m
+2%
14.2%
+245bps
23/24
22/23
21/22
£26.6m
£26.2m
£18.6m
23/24
22/23
21/22
14.2%
11.8%
11.6%
Link to risks:
A
B
C
Link to risks:
A
B
C
D
F
H
L
52
4
1
3
Key Performance Indicators
www.bloomsbury.com
18
Bloomsbury Publishing Plc
Strategic Report
Gender diversity
Female Board members
2024: 50% 2023: 50%
Female Executive
Committeemembers
2024: 57% 2023: 75%
Female employees
2024: 73% 2023: 71%
Male Female
Bloomsbury’s UK median
gender pay gap
12.7%
(2023: 20.5%)
Bloomsbury’s UK mean gender
pay gap
16.5%
(2023: 19.2%)
Link to risks:
I
K
Go to www.bloomsbury-ir.co.uk/
docs/librariesprovider16/archives/
governance/gender-pay-gap/2023.
pdf to see Bloomsbury’s 2023
Gender Pay Gap report (snapshot
date 5 April 2023).
Ethnic Diversity
Board
1 (17%)
Board member –
Directors of colour
(2023: 1)
Company
16%
Ethnic minority groups
3
: UK
(2023: 15%)
25%
Ethnic minority groups
3
: US
(2023: 26%)
Link to risks:
I
J
K
3 The UK and US figures have been
taken from the results of the
Bloomsbury workforce survey.
Participation in these surveys was
voluntary, therefore the figures may
not have captured Bloomsbury’s full
workforce.
Go to pages 53 to 56 of
this Annual Report for more
information on DE&I at
Bloomsbury.
Environmental
performance – greenhouse
gas emissions
(absolute tonnes CO2e)
82
Stationary fuel use
(2023: 90)
280
Electricity use: location-based
emissions
(2023: 267)
0
Electricity use: market-based
emissions
(2023: 0)
25
Vehicle fuel use
(2023: 20)
Link to risks:
I
J
K
Go to pages 60 to 66 of this Annual
Report for more information
on Bloomsbury’s environmental
performance during the year.
76 8
Stock code: BMY
Annual Report and Accounts 2024
19
Strategic Report
Channels
Key ActivitiesKey Resources
Publishing works of
excellence and originality in
multiple formats
Leveraging existing
intellectual property
rights through innovative
publishing
Strong focus on digital
academic and professional
publishing
Strategic acquisitions in key
areas of publishing
Acquisition of rights from
authors, illustrators and
other copyright owners
Managing licensing deals
in respect of Bloomsbury’s
extensive backlist
International expansion
Business Model
How we support both our divisions:
Valuable intellectualproperty
Valuable intellectualproperty
Diversied portfolio ofcontent and
services
Diversified portfolio ofcontent
and services
Authors and Illustrators
Inspirational and high-
calibreauthors
Talented people
Talented colleagues
Strong nancial position andliquidity
Strong financial position
andliquidity
Strong, globally recognisedbrand
Strong, globally recognisedbrand
Access to global markets and partners
Access to global markets and
partners
Traditional wholesalers and retailers
Traditional wholesalers
and retailers
Online retailers
Online retailers – print
and digital (ebooks and
audio books)
Direct to academic and educational
institutions, libraries and corporates
Direct to consumers,
academic and educational
institutions, libraries and
professionals.
Digital content aggregators
Digital content
aggregators
Academic Consumer
Bloomsbury
www.bloomsbury.com
20
Bloomsbury Publishing Plc
Strategic Report
Revenue Streams
Creating value for stakeholders
Print books
Ebooks
Audiobooks
Bloomsbury Digital
Resources for academic,
educational and
professional settings
Board games
Licensing of rights to third
parties
Consumers
Publishing works of excellence and originality to inform, educate,
entertain and inspire, supporting literacy and culture and fostering a
passion for reading and learning. During the year, Bloomsbury authors
won, and were shortlisted for, literary prizes globally, recognising
established and emerging talent.
Society
Economic and social contribution to our communities through tax
contributions of £13m in 2023/2024 and estimated to be £89m over
the 37 years of the Company. We also contribute through charitable
donations, partnerships and employee time donated. Our economic
and social contribution to our communities was delivered through tax
contributions, charitable donations as set out on pages 57 to 59, and
partnerships, including with the National Literacy Trust and the ‘Lit in
Colour’ initiative.
Authors and Illustrators
We help our authors and illustrators to create stories and communicate
ideas to a global audience, connecting them with readers worldwide
through multiple formats and channels. Bestsellers are set out on
page 11.
Shareholders
The opportunity to invest in a resilient publishing company with a
diversified portfolio operating in global markets. Our strategy has
delivered 53% growth in diluted earnings per share, to 46.6 pence and
25% increase in our dividend to 14.69p.
Employees
Creating rewarding work in a welcoming and supportive environment,
and enabling ongoing professional development. Providing the
opportunity to align with a business with a strong socially responsible
purpose, entrepreneurial spirit and compelling global opportunity in a
dynamic marketplace.
Partners
Generating business activity that creates commercial opportunity for
our authors, printers, freelancers, business partners and book trade
customers.
Strategic Report
Annual Report and Accounts 2024
21
Strategic Report
Stock code: BMY
Description
Supply chain issues that were widespread during 2021/2022
and 2022/2023 eased in 2023/2024. While the costs of freight,
paper and printing correspondingly eased, they did not in all
cases return to pre-2021 levels. Potential for supply chain delays
remain.
Our Response
The Group constantly assesses its print and purchasing strategies
to manage any supply chain issues and ensure timely supply to
market. We have responded to potential disruption by being
agile in where we print and in some cases printing in country of
distribution to meet need efficiently.
Description
Global inflation swiftly followed supply chain challenges.
Publishers have had to assess and respond to significant
inflationary pressures across their business model.
Cost-of-living pressures, which have impacted consumer
purchasing decisions in other sectors, do not appear to have
materially impacted book sales.
Our Response
Management monitors the impact of price increases to services
and raw materials and budgets appropriately.
Inflationary impacts across the supply chain are considered in the
Group’s product pricing strategies and reviews; these also take
into account consumer purchasing trends.
Description
Demand for digital resources and learning formats reflects the
adoption of hybrid teaching methods as digital learning habits
have become embedded in educational institutions catering to
the “digital native” generation.
Our Response
Bloomsbury continues to invest in its digital offerings and
Bloomsbury Digital Resources, launching new products and
adding content to our existing online subject hubs. We continue
to work with educational institutions to ensure flexibility over
formats and choice of content that meets the requirements of
faculty and students as digital learning continues to evolve.
Global Supply Chain
Inflationary environment
Growth in digital- academic digital resources
Marketplace Trends
Description
The audio book market continues to grow, with consumers
in all age groups purchasing digital audio. The UK Publishers
Association reported a 23% increase in digital downloads in 2023
and, in the US, the Association of American Publishers reported
an increase of 14.9% in digital audio downloads in 2023.
Our Response
Bloomsbury continues to invest in audio acquisition, production
and promotion to meet the increasing demand for this format.
Revenue from sales of Bloomsbury digital audiobooks in
2023/2024 increased by 50% on the prior year. The Priory of the
Orange Tree by Samantha Shannon was Bloomsbury’s bestselling
audio title of 2023/2024, reflecting the ongoing popularity of Sci-
Fi and Fantasy genres.
Growth in digital- audiobooks
www.bloomsbury.com
22
Bloomsbury Publishing Plc
Strategic Report
Description
Policy changes in the UK, Europe and US are accelerating
the requirement for publicly funded scholarly content to be
published on an Open Access basis. From 1 January 2024, UK
Research and Innovation (UKRI) has required monographs, book
chapters and edited collections that acknowledge UKRI funding
to be made Open Access within 12 months of publication. In the
US, federal agencies, including the National Endowment for the
Humanities and National Endowment for the Arts, are consulting
on introducing Open Access requirements by 2026, while in
Europe the PALOMERA project aims to align European research
funders to accelerate Open Access for books and chapters.
In March 2024, the UK’s Research Excellence Framework (REF)
launched a consultation on requiring all scholarly books and
chapters submitted to it to be made Open Access within two
years of publication. If implemented, this will effectively be
a mandate for all UK-authored scholarly books to be made
Open Access. This is in consultation stage and the final policy is
expected to be announced in late 2024.
Our Response
Bloomsbury has been offering Open Access options since it
entered the academic book market in 2008, and offers all its
academic authors the option to publish their research work
on a Gold Open Access basis. The Group is well positioned
to continue to respond to the growing requirement for Open
Access content, particularly through Bloomsbury Open
Collections, a collective-action approach to funding Open
Access books which recognises that many authors are unable
to publish Open Access under the prevailing model, which
requires the author’s funder or institution to pay an Open
Access fee. Bloomsbury Open Collections aims to make Open
Access publication available to a wider range of authors within
the research community by spreading the cost across multiple
organisations, while providing additional benefits to participating
libraries.
Bloomsbury will respond to the UK’s Research Excellence
Framework (REF) consultation and is exploring options, and will
announce our approach once the OA requirements have been
confirmed.
Open Access in academic publishing
Description
Since mid-2020, TikTok has been one of the driving forces of an
unprecedented surge in consumer book sales. The nature of
the platform appeals to a younger generation who can engage
with the TikTok community to discover and recommend books.
The BookTok and Instagram communities have resurfaced many
titles, bringing them to an exciting new generation of readers.
Our Response
Bloomsbury engages audiences on social media such as
Instagram and TikTok. Bloomsbury was one of the first publishers
to join TikTok and work with influencers on the platform. We
continue to dynamically respond to user engagement and reader
interest in specific genres, including popular genres such as YA,
Fantasy, and Romance.
Social media
Description
The increase in consumer interest in romance and fantasy fiction
during the pandemic continues in 2023/2024 with social media in
particular influencing consumer purchasing behaviour in respect
of these genres.
Our Response
Bloomsbury’s publication of three series by Sarah J. Maas in this
genre, and its investment in strategic promotion, has seen Maas
catapulted to the top of the bestseller lists globally. Bloomsbury
coined the cross-over genre term “romantasy”, which has now
been adopted by the industry. Bloomsbury has a further 6 new
titles under contract with Sarah J. Maas. Bloomsbury’s strategic
use of social media platforms to create awareness and drive
sales across authors in this area, including Samantha Shannon,
has resulted in No.1 positions for its titles in this genre in the
bestseller lists around the globe.
Genres growing in popularity – Romance/Fantasy
Stock code: BMY
Annual Report and Accounts 2024
23
Strategic Report
Marketplace Trends
continued
Description
Physical retail continues to be a growth area, with the number
of independent bookshops in the UK and Ireland growing for
the sixth consecutive year, as reported by the UK Booksellers
Association.
Online sales still account for the highest proportion of retail sales
of Bloomsbury’s Consumer titles.
Book subscription boxes are increasing in popularity and reflect
the growth in demand – driven in part by social media – for
exclusive editions of published titles.
Our Response
Bloomsbury continues to support physical retail and has invested
in sales resource to support sales into and by the independent
book sector, as well as working with physical retail in the UK, US
and Australia on bespoke exclusive editions for key product lines
and titles to drive sales through physical retail.
At the same time, we continue to invest in sales and marketing
resource to maximise sales through online channels.
Bloomsbury works hand in hand with the subscription box
market to create beautifully designed and produced exclusive
content for their members, which serves to increase sales and
brand recognition for Bloomsbury authors, from debuts to
bestselling authors, including Samantha Shannon and Sarah
J. Maas.
Sales Channel
Description
The rise of generative AI and its use is being applied throughout
the publishing value chain by some academic, education and
consumer publishers to drive benefits for their organisation.
Overall, publishers consider that AI will be important to their
business that need to be balanced with areas such as IP,
copyright protection and managing their interaction with AI
developers for the benefit of their authors and their business.
Our Response
To navigate this complex field, we have created the Bloomsbury
AI Steering Group. This group will inform and shape the
Company’s approach to AI. All key recommendations, policies,
and strategic decisions will be subject to approval by the
Executive Committee and the Board before implementation
and the Steering Group will play an important role feeding
into these. Bloomsbury is also playing an active role in the UK
Publishers Association Taskforce. The AI Steering Group will
take a careful, considered approach in line with our Company
purpose and values.
Artificial intelligence (AI)
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Bloomsbury Publishing Plc
Strategic Report
Our Divisional Overview
Bloomsbury combines academic, educational, general fiction and
non-fiction publishing for the general reader, children, teachers,
students, libraries, researchers and professionals.
We bring together the best talent in publishing by combining our
dedicated, passionate colleagues and our bestselling authors.
Through our single-minded commitment to quality, vigorous
pursuit of growth, focus on digital publishing and our diversified,
international strategy, Bloomsbury has grown to become one
of the world’s leading independent publishers in academic,
educational and general consumer publishing.
Operating Divisions
The Group is organised as two worldwide publishing Divisions,
Consumer and Non-Consumer, supported by global back
office functions. The Consumer Division comprises Adult and
Children’s Trade publishing globally. The Consumer Division
publishes over 800 new titles per year, in print, ebook and audio
book formats. The Non-Consumer Division houses Academic &
Professional, including Bloomsbury Digital Resources, and Special
Interest. The Division’s activities focus on life-long learning and
publishing books and digital resources to support research, study,
professional careers, hobbies, skills and interests.
Bloomsbury Publishing Plc is an entrepreneurial, independent publisher
with offices in London, Oxford, New York, Santa Barbara, Sydney and New
Delhi, and a joint venture in China. Bloomsbury was founded in 1986 by Chief
Executive Nigel Newton and three other publishers, and following significant
early success, the Company floated on the main London Stock Exchange in 1994.
Stock code: BMY
Annual Report and Accounts 2024
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Strategic Report
Consumer Division
Ian Hudson - Managing Director, Consumer Division
The Consumer Division comprises Bloomsbury Adult, Bloomsbury
Children’s Books and Head of Zeus. Our Adult lists publish fiction, non-
fiction and lifestyle titles, while our Children’s publishing comprises picture
books, young fiction and non-fiction, pre-school and illustrated non-fiction
titles. Our main publishing operations are based in London and New York.
The Consumer Division publishes
incisive, engaging, entertaining and
challenging books for an inclusive range
of audiences. We amplify voices across
a wide spectrum and invest in authors
with great stories to tell. Known for the
quality and the prize-winning calibre
of our lists, we publish authors such as
Susanna Clarke, Ann Patchett, Khaled
Hosseini, Peter Frankopan, Madeleine
Miller, George Saunders, Lisa Taddeo,
Kamila Shamsie and Cixin Liu. In
Lifestyle, we publish high-profile chefs
including Tom Kerridge, Fred Sirieix, Gino
D’Acampo and Georgina Hayden. We
publish some of the bestselling series
such as Harry Potter and Sarah J. Maas’
three series. On our Children’s lists, we
publish household names ranging from
Katherine Rundell, Jessie Burton and
Neil Gaiman to Benjamin Zephaniah.
Across all of our subdivisions, we invest
in the development of new and diverse
talent. We also invest in growing author
brands such as Samantha Shannon and
Dan Jones and the bestselling Bunny
Adventures pre-school series.
Adult Trade division core areas of
publishing:
• Bloomsbury Trade – focuses on prize-
winning literary fiction and non-fiction;
bestselling crossover and book club
fiction, groundbreaking non-fiction
(history/politics/science/ideas/
psychology), nature writing, culture,
memoir and poetry;
• Bloomsbury Lifestyle – builds on
Bloomsbury’s cookery publishing,
and illustrated non-fiction, including
wellbeing and books for the gift
market;
• Bloomsbury General – includes the
bestselling and prize-winning Raven
imprint, and expands into new key
areas of commercial fiction, genre
fiction (including science-fiction and
fantasy) and popular culture;
Children’s Trade division core areas of
publishing:
• Illustrated and picture books;
• Activity books;
• Young adult fiction and non-fiction; and
• Pre-school titles.
The Consumer Division also includes
Head of Zeus, which publishes genre
fiction, narrative non-fiction and children’s
books. Recent bestsellers include Cixin
Liu, whose The Three-Body Problem has
been made into a Netflix series.
2023/2024 Highlights
Building further on the significant growth
achieved last year, Consumer Division
revenue grew 49% to £249.2m from
£166.7m in 2022/2023. Profit before tax
and highlighted items increased by 108%
to £37.8m from £18.1m in 2022/2023.
In 2023/2024, the Division’s revenue
accounted for 73% of Group turnover.
2023/2024
Key financial figures
Revenue
£249.2m
Revenue – UK
£86.5m
Revenue – US
£145.1m
Revenue – Other territories
£17.6m
PBTA*
£37.8m
PBTA margin
15.2%
*PBTA is profit before taxation,
amortisation of acquired intangible
assets and other highlighted items.
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Bloomsbury Publishing Plc
Strategic Report
Commercial and Literary Acclaim
• Sarah J. Maas is the international bestselling author of three
book series: the Throne of Glass, A Court of Thorns and Roses,
and Crescent City series. In 2023/2024, Sarah J. Maas cemented
her global position as the market-leading fantasy author, with
sales of her titles growing by 161% on the prior year.
• In 2023 Harry Potter and the Philosopher’s Stone was the
No.1 bestselling children’s book of the year for the first time
since 2002 and the Bloomsbury-conceived The Harry Potter
Wizarding Almanac was a No.1 Sunday Times bestseller, a No.1
New York Times bestseller and was published in 37 languages
with international publishers.
• Katherine Rundell’s Impossible Creatures being crowned
Waterstones Book of the Year 2023 and Foyles Book of the Year
2023. It was also shortlisted for Amazon Kids & YA Book of the
Year and was a Sunday Times bestseller.
• Louise Kennedy’s Trespasses was the winner of the McKitterick
Prize and of the British Book Awards 2023 Book of the Year
– Debut Fiction. It was shortlisted for the Women’s Prize for
Fiction 2023 and was a Times bestseller.
• Ann Patchett’s Tom Lake was a Sunday Times bestseller, a BBC
Radio 2 and Reese Witherspoon Book Club pick.
• International No.1 bestseller Samantha Shannon’s new release
Bone Season led to continued success of The Priory of the
Orange Tree and A Day of Fallen Night.
• Poppy Cooks’ The Actually Delicious Air Fryer Cookbook was a
Sunday Times bestseller.
• Tom Kerridge’s Pub Kitchen was a Sunday Times bestseller.
• Isabella Tree’s The Book of Wilding was a Sunday Times
bestseller.
• Peter Frankopan’s The Earth Transformed was a No. 2 Sunday
Times bestseller and selected as The Times Best History
Book of 2023 and Book of The Year pick for The Times, The
Sunday Times, FT, BBC History Magazine, The Guardian and
Independent.
• Tan Twan Eng’s The House of Doors was longlisted for the
Booker Prize and for the Walter Scott Prize for Historical
Fiction. It was selected as Book of the Year 2023 by the FT, New
Statesman, New Yorker and Washington Post and was a Sunday
Times bestseller.
• Mat Baynton’s Ghosts: The Button House Archives was an
instant Sunday Times bestseller companion book to the BBC
TV series.
• Kidada E. Williams’ I Saw Death Coming was longlisted for
the US National Book Award in Nonfiction, shortlisted for the
Museum of African American History’s Stone Book Award and
received an Honourable Mention by the National Council on
Public History Book Award.
• Johann Hari’s Stolen Focus was the winner of the Porchlight
Business Book Award, chosen as one of the best books of the
year by the Wall Street Journal, Financial Times, New York Post
and was a New York Times bestseller.
• Katya Balen’s The Light in Everything was shortlisted for the
Yoto Carnegie Medal 2023.
• Trang Thanh Tran’s She is a Haunting was a New York Times
bestseller.
• Martha Mumford and Cherie Zamazing’s bestselling Bunny
Adventures series in which we published We’re going on a
Ghost Hunt and We’re going to a Birthday Party in 2023.
The value we add
The Consumer Division creates value through the following
activities:
• Discovering and nurturing debut author talent.
• Championing existing authors and growing their success
through strategic sales and marketing.
• Maximising the potential of our major brands, such as Harry
Potter, Sarah J. Maas and Samantha Shannon, reaching new
audiences through innovative publishing.
• Leveraging existing intellectual property rights, including by
entering into licensing deals with foreign publishers.
• Publishing high-quality, entertaining and award-winning books
for children and young adults, with the aim of promoting
literacy skills, fostering joy, curiosity, empathy and imagination
and igniting a lifelong love of reading.
Stock code: BMY
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Strategic Report
Non-Consumer Division
Jenny Ridout - Managing Director, Non-consumer Division
The Non-Consumer Division publishes works of excellence
and originality to inspire, educate and inform its
specialist audiences. Revenues are derived from Academic
& Professional, which includes Bloomsbury Digital
Resources, Educational and Special Interest publishing.
2023/2024 Highlights
The Non-Consumer Division’s 2023/2024
revenue was £93.4m from £97.4m in
2022/2023. In 2023/2024 profit before
tax and highlighted items was £9.9m
(2022/2023: £13.1m). Over the years, the
Division has grown significantly which is
the result of a clear long-term investment
strategy and strong vision for growth,
particularly in terms of digital innovation.
The Academic & Professional division’s
revenue was £70.5m (2022/2023: £75.7m).
In 2023/2024 digital publishing (BDR and
ebooks) comprised 55% of Academic &
Professional revenue. Our digital strategy
supports the ongoing shift to digital
learning, our mergers and acquisitions
accelerate the breadth and depth of
our content and digital products, while
ongoing investments in our people,
platforms and infrastructure underpin our
long-term organic growth strategy.
In 2023/2024, we continued our strategy
of expanding international revenues,
including taking steps to maximise sales
in the US academic market, the biggest
academic market worldwide. US Academic
& Professional sales increased by 20%.
Diversity, Equity and Inclusion
partnerships such as Lit in Colour, our
Widening Representation Fund, our
Writers & Artists financial assistance
programme and our Open Access
Collections extend our mission to
widen access and effect change in the
publishing and education landscape
itself. See pages 53 to 56 for more
information about these initiatives.
In 2023/2024, BDR delivered revenue of
£26.6m, an increase of 2% on the prior
year. BDR continues to drive ambitious
organic growth plans with the addition
of video content collections and
major online subject hubs in the Arts,
Humanities and Social Sciences. BDR’s
customer base continues to increase as
our market penetration deepens.
The Special Interest division is a market
leader in a wide range of subjects:
including military history; nautical; science
and nature; sport and wellbeing; arts and
crafts; philosophy; religion; current affairs
and business.
2023/2024
Key financial figures
Revenue
£93.4m
Revenue – UK
£57.2m
Revenue – US
£32.2m
Revenue – Other territories
£4.1m
PBTA*
£9.9m
PBTA margin
11%
*PBTA is profit before taxation,
amortisation of acquired intangible
assets and other highlighted items.
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Bloomsbury Publishing Plc
Strategic Report
The Division’s excellence and originality shone through with many
prizes, including:
• The 2023 Wainwright Prize for Nature Writing, awarded to The
Flow: Rivers, Water and Wildness by Amy-Jane Beer;
• Waterstones Best Books of 2023 in European Politics, awarded
to The War Came To Us: Life and Death in Ukraine by
Christopher Miller;
• Waterstones Best Book of 2023 in Sport, awarded to 1923: The
Mystery of Lot 212 and a Tour de France Obsession by Ned
Boulting.
Bloomsbury Academic & Professional
Bloomsbury Academic & Professional publishes content and
resources to support students in their learning and scholarly
research, help classroom teachers discover innovative ways to
teach, and enable professionals to re-skill and develop in their
careers.
Core areas of publishing:
• Books for students and scholars in the arts, humanities and
social sciences;
• Digital resources and databases for higher education and
school libraries;
• Books and digital resources for professionals;
• Educational content for primary and secondary schools; and
• Professional development content for teachers and trainee
teachers.
Notable authors include Carol J. Adams, Kehinde Andrews, Karl
Barth, Mary Beard, Caryl Churchill, Bernard Crick, Frantz Fanon, Paulo
Freire, M A K Halliday, Luce Irigaray, Nina Jankowicz, Arthur Miller,
Valerie Steele, Ayanna Thompson, Rafia Zakaria and Slavoj Žižek.
Bloomsbury Digital Resources
Bloomsbury Digital Resources (“BDR”), established in May
2016, provides innovative and award-winning digital academic
and professional resources, sold directly to higher education
institutions, schools, public libraries and companies worldwide.
Combining digital products with the range of the Division’s
extensive catalogue, alongside media and content partnerships,
enables BDR to deliver growth from the high-quality platforms
and infrastructure it is continuing to build. BDR is committed to
serving a global community of students, scholars, instructors,
professionals and librarians with creative online research and
learning environments that deliver excellence and originality,
leveraging Bloomsbury’s extensive portfolio of academic and
professional content.
Bloomsbury Digital Resources
Key individual resources include:
• Bloomsbury Video Library;
• Bloomsbury Collections;
• Drama Online;
• Bloomsbury Fashion Central;
• Bloomsbury Architecture Library;
• Study Skills; and
• Bloomsbury Professional Online.
Bloomsbury Special Interest
Bloomsbury Special Interest publishes expert content for
dedicated and passionate communities, which supports hobbies
and interests, promotes health and wellbeing and encourages
curiosity and learning. We publish books, audiobooks, games
and digital reference and core disciplines include sport and
wellbeing, history, current affairs, science and nature, the creative
arts and games.
Key brands include Wisden Cricketers’ Almanack, the Writers’ and
Artists’ Yearbook, Who’s Who and partnership publishing with the
RSPB, The National Trust and the Wellcome Collection.
Bloomsbury Education
Bloomsbury Education publishes content to support primary
and secondary school education, including classroom and
professional development resources for teachers. Imprints
include Bloomsbury Education, Andrew Brodie and Featherstone
Education.
Core areas of publishing:
• Educational fiction;
• Children’s poetry;
• Teachers’ books; and
• Learning apps and digital platforms.
Bestselling series include Bloomsbury Readers, which includes
stories by award-winning authors for every national curriculum
reading band, and Andrew Jennings’ vocabulary and reading
workbooks Vocabulary Ninja and Comprehension Ninja and
mathematics workbooks Arithmetic Ninja and Times Tables Ninja.
Stock code: BMY
Annual Report and Accounts 2024
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Strategic Report
Non-Consumer Division
continued
The value we add
The Non-Consumer Division creates value through the following
activities:
• Publishing academic books in print and ebook formats
Arts, Humanities and Social Sciences publishing for students
and academics. Expert content curation, editorial and publishing
services, global specialist sales and marketing expertise. Global
sales distribution through multiple channels.
• Creating high-quality digital academic resources
Online services sold direct to institutions worldwide through
subscription and perpetual access. Expertise in content curation,
user experience, digital platform development and direct selling
to institutions worldwide.
• Professional development books and online information
publishing
Online and print resources for librarians, business practitioners,
qualified and trainee solicitors, barristers, accountants and tax
practitioners, e.g. Bloomsbury Professional Online sold direct
through subscription. High-quality content and digital platform
capabilities.
• Publishing books and online resources for teachers
Content to support professional development for school and
trainee teachers.
• Provision of publishing services
A range of end-to-end publishing and content services, including
Open Access, digital and print, provided to authors, funders,
corporations and organisations.
• Publishing books, audiobooks, games and special interest
digital resources
Rich and compelling content and online services for a range of
niche communities of interest. Content is sold direct through
Bloomsbury websites and through wholesale and retail
intermediaries.
© Nobel Prize Outreach. Photo: Nanaka Adachi
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Strategic Report
Bloomsbury US
Sabrina McCarthy, President of Bloomsbury US
Established in 1998, Bloomsbury US publishes high-quality fiction
and non-fiction for adults and children as well as cutting-edge
scholarship from a global list of renowned academic authors
within the Bloomsbury Academic imprint which has a rich
portfolio of content, in both print and digital formats, across a
broad range of disciplines within the humanities, social sciences
and law. Our extensive list of bestselling and award-winning
trade authors includes Carol Anderson, Susanna Clarke, Brigid
Kemmerer, Sarah J. Maas, Sam Quinones, Jesmyn Ward and
Renée Watson.
2023/2024 was another record-breaking year for Bloomsbury US
with record revenue growth of 80% to £177.3m which was against
a tough comparative (2022/2023: 41% to £98.3m), capitalising on
the extraordinary growth of “Romantasy” of which Sarah J. Maas
has been a key driver.
In Bloomsbury US Trade publishing, the year began with two
New York Times bestsellers which had both published on the
final day of the previous financial year; Samantha Shannon’s A
Day of Fallen Night which stayed on the list for four weeks and
Trang Thanh Tran’s She is a Haunting which stayed on the list for
11 weeks. The accolades and awards continued throughout the
year thanks to our strong publishing in both Children’s and Adult.
Among the award winners on the adult side:
• Tan Twan Eng’s The House of Doors was longlisted for the
Booker Prize;
• Isaac Butler’s The Method won the National Book Critic’s
Circle Award;
• Kidada E Williams’ I Saw Death Coming was longlisted for the
National Book Award;
• Guadalupe Nettel’s Still Born was shortlisted for the
International Booker Prize;
• Isaac Fitzgerald’s Dirtbag, Massachusetts won the New Atlantic
Bookseller’s Association’s Book of the Year Award.
On the children’s side, Justine Pucella Winans’ The Otherwoods
was awarded a Stonewall Honor and Trang Thanh Tran’s She is a
Haunting was a finalist for the William C Morris Debut Award as
well as being B&N Book Club and Target Book Club picks.
The year ended with the publication of Sarah J. Maas’ 16th book,
House of Flame and Shadow which was celebrated across the
country with over 200 midnight release parties. Total sales of her
backlist now exceed 40m copies worldwide.
Bloomsbury Academic’s US brand continued to build on its
growth in this critical market. Our Academic product portfolio
benefits from having breadth and depth across core disciplines
in the Humanities and Social Sciences. At the same time,
expansion into softer sciences such as kinesiology have resulted
in strong successes for products like Human Kinetics Library.
Other valuable brand partnerships include the National Theatre
and Shakespeare’s Globe, both of which help to extend our
own brand recognition and market reach. Our close working
relationship with the National Theatre, as one example, has
resulted in new National Theatre content being made available
exclusively through Bloomsbury. In addition, a US-based donor
programme organised by the National Theatre means that
thousands of New York City Public School children now have
access to this world-renowned content via Bloomsbury’s platform.
A growing number of research libraries in North America are
committing to annual agreements with Bloomsbury Academic,
ensuring that all of the ebooks we publish on Bloomsbury
Collections are accessible to their faculty, students and
researchers. Strong take-up of our Bloomsbury Open Collections
pilot by the US institutional market, including the California
Digital Library, which covers the entire UC system, has raised
our profile and opens the door to new and broader content
agreements.
Year after year, Bloomsbury Academic has received awards for
our best-in-class content. A total of seven Bloomsbury titles
were named as PROSE Award finalists within their categories,
along with one category winner. It is also worth noting that we
swept the Reference Works – Humanities category and one of
our newest ABC-CLIO digital resources, The Asian American
Experience, was named as a finalist in Reference Works – Social
Sciences. Bloomsbury Architecture Library and Bloomsbury
History: Theory + Method were both named to the Library Journal
Best in Reference list and we won a grand total of ten Choice
Outstanding Academic Title awards.
This year’s achievements across all divisions are a testament
to our US employees and our ongoing focus on developing
dynamic, diverse and differentiated lists, author talent, products
and channels, all grounded in our Company values, purpose and
mission.
Our International Offices
Stock code: BMY
Annual Report and Accounts 2024
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Strategic Report
Bloomsbury India
Rajiv Beri, Managing Director
Bloomsbury India was established in 2012 with the objective of
maximising our sales in the Indian market and building strong
Indian origin publishing programmes, offering significant and
sustainable growth. The company has a diverse publishing
catalogue with strong publishing programmes in Adult Trade,
Children’s, and Academic books.
In 2023/2024 Bloomsbury India delivered revenue growth
of 7% on the previous year to £5.4m (2022/2023: £5.0m). In
2023/2024 Bloomsbury India published 146 new India-origin
titles. To diversify its list, and to give access to quality content in
different Indian languages to a wider readership, during the year
Bloomsbury India expanded its programme of translations of
selected vernacular works into English.
In 2023/2024, Bloomsbury India was recognised by the Federation
of Indian Chambers of Commerce and Industries, winning Book
of the Year (Best Production – Paperback) for House of Sky and
Breath by Sarah J. Maas. Udayan Mukherjee’s No Way In won the
Valley of Words Award in Best Fiction category. The company also
received an award from the Federation of Indian Publishers for
excellence in book production.
Bloomsbury Australia
Cristina Cappelluto, Managing Director
Bloomsbury Australia was established in 2010, and is responsible
for Australian and New Zealand sales, marketing and distribution
of Bloomsbury titles commissioned and published in the UK
and US.
In 2023/2024 Bloomsbury Australia grew 1% to £16.3m
(2022/2023: £16.1m), outpacing the Australian book market which
was down 2% (by value, Books and Publishing Australia). Strong
performance of our key brands was complemented by successful
new releases. Industry acclaim came in the form of an Australian
Book Industry Award (ABIA) for Marketing Strategy of the Year, for
Johann Hari’s Stolen Focus. Bloomsbury also had two other books
shortlisted for the ABIAs: Freedom, Only Freedom by Behrouz
Boochani, in the Social Impact Book of the Year category;
and Johann Hari’s Stolen Focus was also shortlisted in the
International Book of the Year category. Bloomsbury Australia’s
performance in 2023/2024 was underpinned by our key brands:
• Sarah J. Maas retail sales were strong; by the end of 2023, she
was the third-highest-grossing author in the Australian market,
selling over 376,000 books;
• 26 years after her debut, J.K. Rowling remains one of the top-
ten highest-grossing authors in the Australian market, with over
275,000 books sold;
• The release of Day of Fallen Night, supported by a successful
author tour, as well as the tenth anniversary edition of The Bone
Season, saw Samantha Shannon’s sales triple compared to the
previous year.
While these three authors provided a solid foundation for
our business, we were proud to deliver terrific results for an
impressive frontlist line-up. Stand-outs in print included Peter
Frankopan’s The Earth Transformed, Ann Patchett’s Tom Lake,
Welcome to the Hyunam-Dong Bookshop by Hwang-Bo-Reum,
The Rest is History (based on the Goalhanger podcast) and
Katherine Rundell’s Impossible Creatures.
Colleagues in Bloomsbury India's New Delhi office
Our International Offices
continued
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32
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Financial Review
Penny Scott-Bayfield - Group Finance Director
The Consumer Division generated exceptional revenue growth of
49% to £249.2m (2022/2023 £166.7m), with outstanding sales of
Sarah J. Maas’ titles, up 161%, excellent performance of titles by
Katherine Rundell and Samantha Shannon and continued strong
sales of Harry Potter.
The Non-Consumer Division delivered revenue of £93.4m
(2022/2023: £97.4m), generated by revenues of £70.5m
(2022/2023: £75.7m) in the Academic & Professional division and
6% growth in the Special Interest division, to £22.9m.
Revenue by territory
Revenues from customers overseas totalled £262.5m (2022/2023:
£191.5m), increasing to 77% of total revenues (2022/2023: 73%).
The chart shows where Group revenues by source were generated
for the year ended 29 February 2024.
52%
42%
UKUSA
1%
5%
IndiaAustralia
Revenue by channel
Digital sales grew by 29%, driven by ebook revenue growth of
47%, audio revenue growth of 50% and the 2% increase in BDR
revenues. Print sales were strong with a 32% increase during the
year, driven by Consumer sales. Rights and services revenues
were £10.7m (2022/2023: £11.8m).
The chart shows the proportion of Group revenue generated by
each channel.
72%
DigitalPrint
25%
3%
Rights and services
Profit
Profit before tax and highlighted items increased by 57% to
£48.7m (2022/2023: £31.1m). Profit before tax increased by 63% to
£41.5m (2022/2023: £25.4m).
The increased profit was driven by the exceptional performance
of the Consumer Division, with Consumer profit before taxation
and highlighted items up 108% to £37.8m (2022/2023: £18.1m).
Non-Consumer profit was £9.9m (2022/2023: £13.1m).
The operating profit margin increased to 12% (2022/2023: 10%).
The operating profit margin before highlighted items increased
to 14% (2022/2023: 12%). Administrative expenses, excluding
highlighted items were 20% higher; this was due to increased staff
costs, adverse exchange rate movements and higher legal and
professional fees.
In 2023/2024, Group revenues increased by 30% to £342.7 million
(2022/2023: £264.1 million). Growth since 2021/2022 was 49%.
Stock code: BMY
Annual Report and Accounts 2024
33
Strategic Report
Highlighted items in the year comprised the amortisation of
acquired intangible assets of £4.9m (2022/2023: £5.2m), one-off
restructuring costs and legal and other professional fees relating
to acquisitions of £2.3m (2022/2023: £0.5m).
Interest
The net finance income was £0.9m (2022/2023: cost of £0.2m).
The finance income of £1.3m relates to bank interest and the
unwinding of interest on long-term revenue contracts. The finance
cost of £0.4m predominantly relates to interest on lease liabilities
under IFRS 16.
Taxation
The tax charge of £9.2m (2022/2023: £5.2m) is a reported effective
rate of tax of 22%, higher than the reported rate of 20% for
the prior year due to the increase in the UK statutory tax rate.
Excluding the effect of highlighted items, the effective tax rate for
the Group was 21% (2022/2023: 19%).
Earnings per share
Diluted earnings per share before highlighted items increased
by 53% to 46.62 pence (2022/2023: 30.56 pence), as a result of
the profit growth. Diluted earnings per share, after deducting
highlighted items, increased by 59% to 39.11 pence (2022/2023:
24.54 pence). Information on distributable reserves can be found
on page 206. Information on the dividend can be found in the
Chief Executive’s Review on page 12.
Capital structure
Our net assets at 29 February 2024 is analysed in the table below:
2024
£’000
2023
£’000
Goodwill and acquired
intangible assets 71,408 77,729
Internally generated intangible
assets 8,867 9,170
Property, plant and equipment 2,203 2,503
Net right-of-use assets and
lease liability (1,345) (1,526)
Net deferred tax assets 10,999 4,813
Working capital 45,470 43,773
Other non-current assets and
liabilities (901) (164)
Total net assets before net cash 136,701 136,298
Net cash 65,750 51,540
Total net assets 202,451 187,838
Net assets per share were 248 pence (2023: 230 pence). The main
movement on the balance sheet was cash. The £14.2m increase
in net cash was due to strong trading and cash generation. Net
deferred tax assets increased due to the higher profit generated
in the US. Goodwill and acquired intangible assets have reduced
by £6.3m due to amortisation and exchange differences.
Inventories were 15% lower at £36.7m (2023: £43.4m), reflecting
successful focus on stock management following easing of supply
chain pressures compared to last year.
Total trade and other receivables increased by 46% to £165.6m
(2023: £113.8m). Net trade receivables were 62% higher at
£112.0m (2023: £69.2m) due to strong trading during the year,
particularly in the second half.
Trade and other liabilities increased by 36% to £152.0m (2023:
£111.6m). Trade payables were 37% higher at £48.1m (2023:
£35.0m) due to strong trading and timing of printing. Accruals
were 52% higher than last year at £67.2m (2023: £44.1m) due to
strong trading.
Cash
Cash and cash equivalents were £65.8m (2023: £51.5m). Cash flow
conversion in the year was 110% (2023: 107%).
The net cash generated from operating activities, including the
effect of highlighted items, was £37.6m (2023: £26.6m). This
movement is due to increased profit and working capital. Cash
used in investing activities was principally the cost of internally
generated intangible assets such as product and system
development. Cash used in financing activities mainly comprised
dividend payments.
Liquidity
The Group has an unsecured committed revolving credit facility
with Lloyds Bank Plc of £20.0m. The facility is subject to two
covenants, being a maximum net debt to EBITDA ratio of 2.5x
and a minimum interest cover of 4x. The loan facilities mature in
November 2026. The Group’s net cash position changes over the
course of the year as a result of the seasonality of the business,
with the most significant expenses being the payment of royalties
in March and September, and the most significant sale receipts
being in February from Christmas sales. At 29 February 2024, the
Group had £nil drawdown (2023: £nil) of this facility with £20.0m of
undrawn borrowing facilities (2023: £10.0m) available.
Financial Review
continued
www.bloomsbury.com
34
Bloomsbury Publishing Plc
Strategic Report
£48.7m
Group adjusted profit
33%
ROCE
£342.7m
Group revenue
46.62p
Adjusted diluted EPS
(pence per share)
Alternative performance measures
The Board considers it helpful to provide performance measures that it uses to assess the operating performance of the Group.
The Annual Report presents non-GAAP measures alongside the standard accounting terms prescribed by IFRS and the Companies Act, as
the Board considers they would be beneficial to users.
These measures exclude Income Statement items arising from significant non-cash charges and major one-off initiatives, which are
highlighted in the Income Statement because, in the opinion of the Directors, separate disclosure is helpful in understanding the underlying
performance of the business that underpins long-term value generation. These measures also enable investors to more easily, and
consistently, track the underlying operational performance of the Group and its operating segments by separating out those items that are
not representative of underlying performance of the business. The Income Statement items that are excluded from adjusted profit measures
are referred to as highlighted items.
Alternative performance measures are used by the Board and management for planning and reporting, and have remained consistent with
the prior year. The Group’s definition of adjusted performance measures may not be comparable to other similarly titled measures that are
used by other companies.
Both adjusted profit measures and highlighted items are presented together with statutory measures on the face of the Income Statement.
Details of the charges and credits presented as highlighted items are set out in Note 4 to the financial statements. The basis for treating
these items as highlighted is as follows:
Profit before tax and highlighted items/Adjusted profit
Profit before tax and highlighted items or adjusted profit is profit before tax, amortisation of acquired intangibles and other highlighted items.
2023/2024
Children’s
Trade
£’000
Adult
Trade
£’000
Consumer
£’000
Academic &
Professional
£’000
Special
Interest
£’000
Non-
Consumer
£’000
Unallocated
£’000
Total
£’000
Profit/(loss) before taxation
and highlighted items 40,941 (3,179) 37,762 9,291 564 9,855 1,131 48,748
Amortisation of acquired
intangible assets – (359) (359) (4,373) (200) (4,573) – (4,932)
Other highlighted items – – – – – – (2,321) (2,321)
Profit/(loss) before taxation 40,941 (3,538) 37,403 4,918 364 5,282 (1,190) 41,495
Operating profit before highlighted items/Adjusted operating profit
Operating profit before highlighted items or adjusted operating profit is operating profit before amortisation of acquired intangibles and
other highlighted items.
2023/2024
Children’s
Trade
£’000
Adult
Trade
£’000
Consumer
£’000
Academic &
Professional
£’000
Special
Interest
£’000
Non-
Consumer
£’000
Unallocated
£’000
Total
£’000
Operating profit/(loss)
before highlighted items 41,065 (3,098) 37,967 9,338 597 9,935 (46) 47,856
Amortisation of acquired
intangible assets – (359) (359) (4,373) (200) (4,573) – (4,932)
Other highlighted items – – – – – – (2,321) (2,321)
Operating profit/(loss) 41,065 (3,457) 37,608 4,965 397 5,362 (2,367) 40,603
Stock code: BMY
Annual Report and Accounts 2024
35
Strategic Report
Amortisation of acquired intangible assets
Charges for amortisation of acquired intangible assets arise from
the purchase consideration of a number of separate acquisitions.
These acquisitions are strategic investment decisions that took place
at different times over a number of years, and so the associated
amortisation does not reflect current operational performance.
Other highlighted items
Other highlighted items are recorded in accordance with the
Group’s policy set out in Note 4 of the financial statements. They
arise from one-off major initiatives such that, in the opinion of
the Directors, separate disclosure is helpful in understanding the
underlying performance of the business that underpins long-term
value generation. Examples include major restructuring initiatives or
legal and professional fees arising from an acquisition. In the opinion
of the Directors, separate disclosure is helpful in understanding the
underlying performance and future profitability of the business.
Tax related to highlighted items
The elements of the overall Group tax charge relating to the above
highlighted items are also treated as adjusting. These elements
of the tax charge are calculated with reference to the specific tax
treatment of each individual highlighted item.
Adjusted diluted earnings per share/
Diluted earnings per share, excluding
highlighted items
Adjusted earnings includes profit before tax and highlighted items
net of adjusted tax. Adjusted earnings is included as a non-GAAP
measure as it is used by management to evaluate performance and
by investors to more easily, and consistently, track the underlying
operational performance of the Group over time. Adjusted earnings
per share is calculated as adjusted earnings divided by the weighted
average number of shares in issue.
Tax on other highlighted items is excluded from adjusted earnings.
The Group includes the benefit of tax amortisation of intangible
assets within adjusted tax as this benefit more accurately aligns the
adjusted tax charge with the expected cash tax payments.
2023/2024
£’000
2022/2023
£’000
Profit before taxation 41,495 25,415
Amortisation of acquired
intangible assets 4,932 5,226
Other highlighted items 2,321 457
Adjusted profit before tax 48,748 31,098
Tax expense 9,200 5,171
Deferred tax movements on
goodwill and acquired intangible
assets 656 631
Tax expense on other
highlighted items 399 79
Adjusted tax 10,255 5,881
Adjusted earnings 38,493 25,217
Diluted weighted average shares
in issue 82,565,950 82,509,514
Adjusted diluted earnings per
share 46.62p 30.56p
Return on capital employed
Return on capital employed is calculated as profit before tax
with other highlighted items and net finance costs added back,
divided by average capital employed for the last two years.
Capital employed is gross assets excluding cash and cash
equivalents, deferred tax assets and current tax receivables less
trade and other payables and lease liabilities.
2023/2024
£’000
2022/2023
£’000
Profit before taxation 41,495 25,415
Other highlighted items 2,321 457
Net interest (892) 188
Return 42,924 26,060
Average Gross assets 343,428 302,175
Less: Average Cash and cash
equivalents (58,645) (46,383)
Less: Average Deferred tax
assets (10,810) (7,548)
Less: Average Current tax
receivables (2,603) (1,862)
Average Trade and other
payables (131,800) (107,324)
Average Lease liabilities (9,778) (11,439)
Capital employed 129,792 127,619
Return on capital employed 33.1% 20.4%
Cash conversion
Cash conversion shows how well the Company is converting profit
into cash. It is taken from the following GAAP measures:
2023/2024
£’000
2022/2023
£’000
Cash generated from operating
activities 50,545 33,262
Less: Purchase of property,
plant and equipment (737) (818)
Less: Purchase of intangible
assets (5,097) (5,165)
Net cash generated 44,711 27,279
Operating profit 40,603 25,603
Cash conversion 110% 107%
Financial Review
continued
www.bloomsbury.com
36
Bloomsbury Publishing Plc
Strategic Report
Constant currency measures
Constant currency measures are disclosed in order to eliminate the effect of the movement in foreign exchange rates. Changes in exchange
rates used to record non-sterling businesses result in a lack of comparability between periods since equivalent local currency amounts
are recorded at different sterling amounts in different periods. Results using constant currencies are disclosed where they have a material
impact on those numbers, enabling a better understanding of the underlying performance.
We have, therefore, presented the current year revenue at the prior year exchange rates below. The currency adjustment is calculated by
applying the monthly foreign exchange rates used in 2022/2023 to convert the overseas revenue into sterling. This has been applied on a
month-by-month basis to the 2023/2024 revenue. This method allows better comparability given the seasonality of the business.
Children’s
Trade
£’000
Adult
Trade
£’000
Consumer
£’000
Academic &
Professional
£’000
Special
Interest
£’000
Non-
Consumer
£’000
Total
£’000
Group revenue 2023/2024 – Reported 191,329 57,874 249,203 70,501 22,947 93,448 342,651
Currency adjustment 5,815 793 6,608 783 319 1,102 7,710
2023/2024 – currency adjusted 197,144 58,667 255,811 71,284 23,266 94,550 350,361
2022/2023 – reported 108,897 57,796 166,693 75,749 21,660 97,409 264,102
United
Kingdom
£’000
North
America
£’000
Australia
£’000
India
£’000
Total
£’000
Group revenue 2023/2024 – Reported 143,672 177,311 16,285 5,383 342,651
Currency adjustment – 5,954 1,390 366 7,710
2023/2024 – currency adjusted 143,672 183,265 17,675 5,749 350,361
2022/2023 – reported 144,632 98,294 16,145 5,031 264,102
Children’s
Trade
£’000
Adult
Trade
£’000
Consumer
£’000
Academic &
Professional
£’000
Special
Interest
£’000
Non-
Consumer
£’000
Unallocated
£’000
Total
£’000
Group operating profit/(loss)
2023/2024 –
Reported 41,065 (3,457) 37,608 4,965 397 5,362 (2,367) 40,603
Currency adjustment 1,526 (49) 1,477 (23) 2 (21) (69) 1,387
2023/2024 –
currency adjusted 42,591 (3,506) 39,085 4,942 399 5,341 (2,436) 41,990
2022/2023 – reported 17,313 681 17,994 7,851 443 8,294 (685) 25,603
Children’s
Trade
£’000
Adult
Trade
£’000
Consumer
£’000
Academic &
Professional
£’000
Special
Interest
£’000
Non-
Consumer
£’000
Unallocated
£’000
Total
£’000
Group operating profit/(loss)
before highlighted items
2023/2024 – reported 41,065 (3,098) 37,967 9,338 597 9,935 (46) 47,856
Currency adjustment 1,526 (49) 1,477 50 2 52 – 1,529
2023/2024 –
currency adjusted 42,591 (3,147) 39,444 9,388 599 9,987 (46) 49,385
2022/2023 – reported 17,313 1,033 18,346 12,511 657 13,168 (228) 31,286
Where no reconciliation is provided above for alternative performance measures, sufficient information is included in the narrative to be
able to perform a reconciliation.
Penny Scott-Bayfield
Group Finance Director
Stock code: BMY
Annual Report and Accounts 2024
37
Strategic Report
The Directors of Bloomsbury – and those of all UK companies – must
act in a manner which complies with a set of general duties. These
duties are detailed in the Companies Act 2006 and include, in s172, a
duty to promote the success of the Company, as set out below.
Section 172 of the Companies Act 2006
A director of a company must act in the way he considers, in good
faith, would be most likely to promote the success of the company
for the benefit of its members as a whole, and in doing so have
regard (amongst other matters) to:
• The likely consequences of any decisions in the long term;
• The interests of the company’s employees;
• The need to foster the company’s business relationships with
suppliers, customers and others;
• The impact of the company’s operations on the community and
the environment;
• The desirability of the company maintaining a reputation for
high standards of business conduct; and
• The need to act fairly as between members of the company.
As part of their induction, the Directors are briefed on their
duties, including their duties under s172, and are able to access
professional advice on these, either through the Company, or from
an independent provider should they consider it necessary.
The Board believes that, individually and together, they have acted
in the way they consider, in good faith, would promote the success
of the Company for the benefit of its members as a whole, having
regard to the matters set out in s172(1)(a–f) of the Companies Act
2006 in the decisions taken during the year ended 29 February 2024,
as described in this annual report. In particular, you are encouraged
to read the following sections of this report which illustrate how the
Directors, with the support of the wider business, consider these
matters in the course of their duties. This is not an exhaustive list as
such matters are integrated throughout this report:
• Business model - this identifies and explains the key resources
and relationships which our business depends upon (on pages 20
to 21);
• Our culture - this describes our mission, purpose and values
which drive our culture (pages 48 to 52);
• Strategy - this summarises our long-term strategy, our strategic
priorities, and the progress we have made in implementing that
strategy (pages 15 to 17);
• Chief Executive’s Review - this reviews our performance and
explains how our key decisions during the year have supported
our long-term strategy (pages 9 to 14);
• Stakeholder engagement - this identifies our key stakeholder
groups and summarises how we engage with them, their key
concerns and how their interests are taken into account in the
Board’s decision-making (pages 40 to 47);
• Corporate Social Responsibility Report (pages 39 to 81) - this
summarises:
– how the Directors have engaged with employees and had
regards to employee interests; and
– −the ways in which we engage in respect of, and have regard
for, social and environmental issues;
• The Corporate Governance Report (pages 93 to 143) – this sets
out the Company’s governance framework, including how the
Directors monitor culture and support the promotion of the
desired culture necessary for the achievement of Bloomsbury’s
long-term goals.
The Board believes that the Company can only be successful
when the interests of its key stakeholders are considered
and appropriately reflected in how the Company’s business
and strategy develops. The Board has always had regard for
the potential impact of the Group’s activities on its various
stakeholders. Read more about this on pages 40 to 47.
The Directors fulfil their duties partly through a governance
framework that delegates day-to-day decision-making to
employees of the Company; details of this governance framework
are set out in the Corporate Governance section on page 100.
In delegating such decision-making, the Board is mindful of the
importance of an organisational culture which has appropriate
regard for the needs and views of its stakeholders and high
ethical standards. The Board believes that balancing the interests
of the Company’s stakeholders with the Company’s commercial
objectives and the desire to behave as an ethical and responsible
business is embedded in the way the Company operates, is
informed by the strong social purpose which underlies the Group’s
activities and is reinforced by a robust system of controls and
assurances. As set out in the Chairman’s statement on pages 94 to
95 of the Corporate Governance Report and further on page 106
of the Corporate Governance Report, the Board continues to focus
on fostering a corporate culture that is aligned with the Company’s
purpose, values and strategy; effective engagement with, and
regard for the concerns of, key stakeholders is an important aspect
of promoting the Company’s desired culture and reinforcing its
values.
The Board gathers relevant information and feedback on key
stakeholder interests and concerns from information provided
by the Company’s Executive Directors, senior and functional
management and through direct engagement where appropriate.
During the course of the year, the Board maintains its oversight of
the Company’s engagement with key stakeholders by receiving
reports on the Company’s engagement mechanisms, the matters
considered during engagement, and the outcomes of such
engagement. The insights which the Board gains through the
Company’s engagement mechanisms form an important part
of the context for the Board’s discussions and decision-making
process.
As is typical of an organisation the size of the Company,
engagement with key stakeholders in respect of day-to-day
business and operational matters is ordinarily conducted by
senior managers and other employees of the Company. By way of
example, the Board believes that engagement with the Company’s
customers and suppliers is most effectively carried out by the
operational teams that specialise in and are responsible for these
areas. The Board gains an understanding of market trends through
briefings by the Executive Directors and senior managers and from
financial reporting by the Group Finance Director.
The Directors enjoy engaging with colleagues directly, both
through attendance by Senior Managers at Board meetings to
report on key developments and strategic focus in their areas of
responsibility, and by way of attending Employee Voice Meetings,
where Directors hear directly from Bloomsbury’s employees on
matters of concern and interest to them.
www.bloomsbury.com
38
Bloomsbury Publishing Plc
Strategic Report
Section 172 Directors’ Duties Statement
Corporate Social Responsibility
Corporate social responsibility is fundamental to corporate sustainability.
Considering and managing the impact our business has on society and
the environment – the framework in which we operate – and fulfilling our
responsibilities to our stakeholders, is integral to promoting Bloomsbury’s
long-term success. Our approach is informed by our purpose and our values.
The sustainability issues we have identified as being most
important to our business are highlighted below and are reflected
in our strategic priorities as set out on pages 16 to 17. Our
materiality assessment informs our focus on these topics and
underpins our focus on these issues in our CSR and sustainability
reporting. In the following pages we detail our social purpose,
engagement with our key stakeholders (pages 40 to 47), provide
detail on Bloomsbury’s culture and colleagues (pages 48 to 52),
report our progress in Diversity, Equity and Inclusion (pages 53 to
56), and our work on assessing and reducing our impact on the
environment (pages 60 to 81).
The most important sustainability issues we have identified for our
business and our stakeholders through the materiality assessment
conducted in 2021/2022, as described in the 2022 Annual
Report, are:
• Content and Communities
– Creating social impact through content
– Promoting a reading culture and education
• Authors
– Providing excellent levels of author care and promoting their
success
• Colleagues
– Talent attraction and retention
– DE&I
• Sustainability in our supply chains
– Working with our suppliers towards reducing the
environmental impact of our business
– Building resilience to climate change
Our social purpose: content and
communities
At the heart of our business is a strong social purpose – to inform,
educate and entertain, to inspire a love for reading, to promote
literacy, and to help build a reading culture. Bloomsbury’s core
business of publishing books is therefore in itself a societal good
with numerous social benefits.
Bloomsbury is dedicated to increasing literacy and access to
books for those from disadvantaged backgrounds, supports
the cultivation of these crucial skills and the emotional and
psychological benefits which reading brings. Our charity
contributions and partnerships are detailed on pages 57 to 59 to
read more about our community engagement and support for
such organisations.
Our diversified publishing means Bloomsbury is uniquely placed
to make a positive impact across all sectors of society and to
promote a love for reading and literacy, which are known to
underpin wellbeing and success. We support learning and help
to advance equity through education by way of our extensive
portfolio of educational and academic resources for teachers and
students. The social impact of our publishing has grown over the
last decade, where our books have set agendas and helped drive
societal change.
Our Bloomsbury Academic titles, written and edited by a diverse,
inclusive group of researchers, journalists and practitioners, help
to explore answers to the biggest questions facing our world
today and support specific UN Sustainable Development Goals
(“UN SDGs”) as set forth in the UN 2030 Agenda (go to https://
www.bloomsbury.com/uk/academic/un-sustainable-development-
goals/ to read more about our SDG-aligned titles). From
education to climate change, equality to healthcare, these books
help drive a uniquely focused, global effort to make our world
a better place, and our future commissioning activities will be
informed by alignment with the UN SDGs.
We understand the importance of ensuring that the books we
publish are reflective of the society in which we operate and we
are focused on increasing the diversity of both our workforce and
our author base to achieve this.
Linking sustainability to our policies and
risk management processes
Our approach to sustainability and broader business governance
is underpinned by a set of policies, including our Environmental
Policy, DE&I Policy, Anti-Modern Slavery and Human Trafficking
Policy and Anti-Bribery and Corruption Policy (available on our
websites).
As part of our Company-wide risk management framework to
identify and manage business risks, we consider sustainability-
related risks, including climate change, the social impact of our
publishing, and our ability to attract and retain talent.
Read more about our risk management process and principal
risks from page 82.
Stock code: BMY
Annual Report and Accounts 2024
39
Strategic Report
Engagement with Stakeholders
We believe that effective engagement with our key stakeholders,
and consideration of their interests, is a vital aspect of our
ability to achieve our mission and purpose, drive long-term
value creation and ensure Bloomsbury’s continued success.
Bloomsbury’s key stakeholder groups can be grouped into seven
key categories. We provide an overview of their interests and
concerns, the ways in which the Company and the Board (directly
and through the senior management team) engage with them,
and how the interests of these key stakeholder groups are taken
into account in our decision-making and the formulation of our
strategy.
• Shareholders
• Authors and illustrators
• Employees
• Suppliers
• Customers – wholesale and retail
• Customers – academic and educational institutions, corporate
customers
• Society (including community and the environment)
The Board is responsible for oversight of stakeholder
engagement, ensuring that we balance the needs and
expectations of our different stakeholder groups. The Board
maintains its oversight through a variety of direct and indirect
mechanisms.
The insights which the Board gains through Bloomsbury’s
engagement mechanisms provide essential context for the
Board’s discussions and decision-making process. Board materials
and discussions seek to appropriately consider the interests of
key stakeholder groups while ensuring the need to promote
the success of the Company for the benefit of its members as
a whole. In addition, at each Board meeting, the Directors are
presented with a report on a particular stakeholder group, the
key issues affecting that group and the engagement that has
taken place to ensure a strong and continued understanding of
stakeholder interests and concerns and the potential impact of
the Board’s decisions across our various stakeholder groups.
This section of the Annual Report, in conjunction with our Section
172(1) Statement on page 38, sets out how the Directors have
taken into account the interests of material stakeholders in their
decision-making during the year.
Author Tom Kerridge speaking at Company Highlights in September 2023
www.bloomsbury.com
40
Bloomsbury Publishing Plc
Strategic Report
Shareholders
Shareholders
Why they matter
Our Shareholders are the ultimate owners of Bloomsbury. They provide capital, including for growth,
while providing challenge and feedback on our business model and strategic plans. We rely on their
confidence, support and investment to deliver our strategy and Bloomsbury’s long-term sustainable
success.
What matters to them
Long-term value creation through a mix of capital
appreciation and dividends.
• Timely and relevant information on
performance against expectations.
• Dividend Policy.
• Remuneration Policy.
• Clear strategy to deliver long-term growth.
• Opportunities for engagement with
management.
• A supportive Company culture and the
wellbeing of employees.
• ESG (environmental, social and governance)
performance.
Ways we engage
2023/2024 we appointed our first Head of Investor Relations to enhance our engagement with
Shareholders with our annual plan, which includes:
• Presentations given to Shareholders upon the release of annual or interim results;
• Meetings with current and prospective Shareholders following annual and interim results;
• Feedback from current and prospective Shareholders following investor engagement; and
• Reporting to the Board on investor matters and investor feedback.
The Chairman offers meetings with our top ten Shareholders twice a year.
The Company’s Annual Report and Accounts provide information about the Company’s performance
and governance.
Key information and investor presentations are published on the Company’s investor relations website
(www.bloomsbury-ir.com).
The Company’s Annual General Meeting (“AGM”) provides a forum for all Shareholders to address
questions to the Board and vote on key resolutions.
Considering the interests
of our stakeholders
The Board is kept informed of all feedback received as part of Shareholder meetings and consultations.
Shareholder feedback on Bloomsbury’s strategy and performance has been positive; this has affirmed
Bloomsbury’s commitment to its current strategy and areas of focus. See the Strategic Report on pages
9 to 37, which explains the Company’s performance and investment decisions during 2023/2024.
The Board recognises that Bloomsbury has a broad range of investors and aims to deliver long-term
sustainable value while recognising their diverse interests (e.g. capital appreciation vs. dividend
earnings). The Board considers these diverse interests in approving annual budgets and longer-term
strategic planning.
Feedback received from Shareholders in response to the Annual Report and Accounts, and at the
Company’s AGM in respect of matters relating to governance, are taken into consideration by the
Board in deciding whether any revisions to its corporate framework are required.
Bloomsbury holds Capital Markets Events which provide analysts and Shareholders with further
information about the business, such as that held about Bloomsbury Digital Resources in 2023.
Stock code: BMY
Annual Report and Accounts 2024
41
Strategic Report
Engagement with Stakeholders
continued
Authors and Illustrators
Authors and Illustrators
Why they matter
Authors are the lifeblood of our Company.
What matters to them
• Publication of the author’s works to a high and
consistent standard, in line with the author’s
vision for the work.
• Their work is published in a format that has the
furthest reach in the relevant markets.
• Effective sales and marketing representation in
relevant markets.
• Appropriate compensation.
• Timely and relevant information on the
publication process and sales and marketing
strategy for their works.
• For academic authors, to maximise their
impact on the scholarly community, secure
tenure and promotion at academic institutions,
secure research funding and enhance their
professional reputation.
Ways we engage
Supporting authors in realising their best works and ensuring that their works are brought to market
successfully requires close collaboration throughout the entire publishing process, from editorial and
design, to sales and marketing, to production and distribution.
Frequent and ongoing engagement with authors and/or their literary agents enables us to help authors
achieve their vision and to address any concerns they may have during the publishing process.
Building strong relationships with the markets we serve, for example libraries, faculties and the student
community, enables us to help shape authors’ works for the relevant market segment.
In respect of academic publications, monthly production surveys and post-publication editorial surveys are
conducted with authors in order to monitor author satisfaction and address any issues identified. Rigorous
peer reviews are also conducted to ensure their work meets a specific standard in terms of quality.
Authors are also provided with a review and marketing update three months following publication of
their works, so that they are kept informed of relevant marketing activities.
Considering the interests
of our stakeholders
Topics raised during the engagement process vary from author to author. A key topic of engagement in
respect of new authors will be terms, including the scope of rights granted and royalties payable.
Other topics of engagement include the quality of editorial work, jacket design, marketing and
publicity campaigns and sales activities. These are considered and responded to on a case-by-case
basis.
Author surveys have yielded a consistently high level of scores. The Board is provided with survey
results for consideration and to identify ways in which author satisfaction can be improved or enhanced.
Global supply chain challenges, which eased into 2023/2024, still had the potential to result in longer
shipping times from printers’ locations. We have responded to this by being agile in where we print
and in some cases printing in country of distribution to meet need efficiently.
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Employees
Employees
Why they matter
Our employees are amongst Bloomsbury’s most important strengths. They are key to delivering
Bloomsbury’s purpose and strategy, and are the driving force behind Bloomsbury’s success. Attracting
and retaining talent is therefore integral to our performance and our business model.
What matters to them
• Fulfilling work.
• Recognition.
• Fair and transparent remuneration.
• Career development and progression.
• To work in a stimulating, positive, ethical and
supportive environment for a business with a
strong social purpose.
• A culture of inclusivity.
• To understand business context and strategy.
• To have a voice in Bloomsbury’s business.
• Engagement with management.
• The long-term health of the business.
Ways we engage
Information about the ways we engage with our employees is set out on pages 48 to 52.
Considering the interests
of our stakeholders
Information about how we consider the interests of our employees and the outcome of our
engagement is set out on pages 48 to 52.
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Engagement with Stakeholders
continued
Suppliers
Suppliers
Why they matter
Building strong relationships with our suppliers enables us to obtain the very best value and quality of
service. We rely on our suppliers to provide specialist services, which enable us to bring our publications
and products to market. We wish to work with industry-leading suppliers who understand our priorities
and will adhere to our way of working and our values. We want our suppliers to be our partners.
What matters to them
• Our partnership.
• Our medium and long-term commitment.
• Shared success.
• Appropriate compensation for services
provided.
• Prompt payment.
• Predictable and sizeable volume.
• Provision of timely information required to
manage service provision.
• Clear processes.
• The kudos of working with Bloomsbury.
Ways we engage
Engagement with key suppliers is ongoing and frequent, and is managed by the Group Production
Director and Director of Global Operations in tandem with heads of the relevant functional divisions.
Regular formal meetings as well as day-to-day engagement with all production personnel ensures close
collaboration and the effective flow of information required for the successful and timely provision of
services.
In the case of printers, this includes the successful delivery of competitively priced and quality titles
according to Bloomsbury’s publication schedules.
In the case of Bloomsbury’s distributors, this includes the ability to meet customer demand and
expectations, exercise effective credit control, and appropriately manage stock levels.
Considering the interests
of our stakeholders
Significant issues arising out of engagement with key suppliers were reported to the Board for
consideration, including engagement over commercial terms and our responses to global supply chain
challenges.
Various supplier reporting processes are in place to manage credit risk, bad debt and retail customer
charges and returns.
The Board is committed to high standards of ethical business conduct and sustainability. The relevant
policies are available to all on our website.
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Customers – wholesale and retail
Customers – wholesale and retail
Why they matter
Wholesalers and retailers are Bloomsbury’s primary route to market.
Collaboration with such parties is an important aspect of ensuring a work is published successfully.
Regular engagement with key customers builds trust and nurtures long-term relationships, which in
turn encourages support for Bloomsbury titles.
Wholesale and retail customers provide valuable insight into consumer trends and advice on optimum
release dates in order to maximise sales.
What matters to them
• Maximising sales.
• Maximising revenue and margins.
• Ensuring a level playing field within sales
channels.
• Reliability of publishing schedules.
• Inventory management, including timely
delivery of fast-moving stock.
• Promotional support.
Ways we engage
Senior management meets with key customers at relevant book fairs and other trade events.
Bloomsbury’s sales teams meet regularly with customers, to discuss forthcoming titles and publishing
programmes. Sell-ins to customers occur on a monthly, quarterly, six-monthly or annual basis,
depending on the customer.
Our sales and marketing teams liaise with key retailers on an ongoing basis on a range of matters with
a view to maximising sales.
Considering the interests
of our stakeholders
Key topics of engagement included:
• Commercial terms;
• Sales activity and sales trends;
• Matters relevant to maximising the success of particular titles, including cover designs, publication
dates, marketing plans and retailer promotions;
• Promotional support for individual titles; and
• Supply chain and logistical issues.
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Engagement with Stakeholders
continued
Customers – academic and educational
institutions, corporate customers
Customers – academic and educational institutions, corporate customers
Why they matter
Academic and educational institutions and professional organisations are important customers in
respect of Bloomsbury’s digital products, and, consequently, for the delivery of our long-term strategy
of focusing on digital opportunities to grow our business.
What matters to them
• Access to high-quality, relevant and
comprehensive content to support academic
courses and research, and in the case of
professional organisations, the activities of their
employees or members.
• Applying funding to deliver the best value to
their own stakeholders.
• To ensure a swift, accurate and cost-effective
way to purchase and access relevant products.
• Publisher responses to policy developments
in respect of Open Access publishing (see
page 22 of the Strategic Report for further
information).
Ways we engage
Bloomsbury has in place a range of engagement mechanisms to ensure we understand the priorities of
these customers. These include:
• Regular site visits by our sales team to academic libraries;
• Direct meetings with a wide range of senior academics and university staff to understand their
requirements;
• Attendance of publishing directors and sales team at principal library conferences and professional
organisation annual membership events;
• Regular surveys of student, faculty and library users in respect of all aspects of Bloomsbury’s
publishing and, in particular, in respect of new products; and
• Supply of industry-standard library cataloguing records and usage statistics.
Considering the interests
of our stakeholders
Feedback from our customers and their stakeholders informs:
• How Bloomsbury develops new and existing products, including Open Access publishing models;
• The various sales models Bloomsbury offers (subscription vs perpetual access sales where access is
granted on a perpetual basis, short-term loans, evidence or usage-based sales, title by title sales) to
provide flexible buying solutions;
• Product pricing; and
• In response to feedback from librarians, we develop user case studies and marketing materials to
support librarians’ internal-facing activities.
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Society – including community and
the environment
Society – including communities and the environment
Why they matter
At the heart of Bloomsbury is a strong social purpose – to inform, educate and entertain, to inspire
a love for reading and to promote literacy. Making a positive contribution to the wider communities
in which we operate is therefore integral to our activities. In addition, the environmental impact of
Bloomsbury’s business activities is a growing consideration for us and we are committed to effecting
improvements where practicable.
What matters to them
• Bloomsbury behaves as a responsible and
ethical corporate citizen.
• We support relevant charities.
• We contribute to community success.
• We promote diverse representation within our
workforce and in the content we publish.
• We manage our environmental footprint.
Ways we engage
The very essence of our business is engagement with wider society, through the dissemination of
stories and ideas, the stimulation of debate and dialogue, the support of learning and research and the
enrichment of culture.
Information about our charitable donations, charitable initiatives and direct community engagement is
set out on pages 57 to 59.
Bloomsbury also works in partnership with theatres and other organisations to publish their cultural
output in the form of play texts and programme texts to accompany performances. The inclusion of
live performance collections in Bloomsbury’s educational databases, made available for free to schools,
provides a means of extending audience reach and ensuring cultural heritage is embedded within the
curriculum.
Expanding the Group’s activities on sustainability is a key priority for us. Information on our activities in
this area and progress during the year is set out on pages 60 to 66.
Information on Bloomsbury’s work in respect of Diversity, Equity and Inclusion is set out on pages 53 to
56.
Considering the interests
of our stakeholders
The Board supports Bloomsbury’s wider social purpose and charitable initiatives, including as part of
the approval of the Company’s budget and strategic plan, where applicable.
The Board considers the long-term impact on the environment of Bloomsbury’s operations in its
decision-making and receives annual reporting on the Group’s greenhouse gas emissions, generation
of waste, and consumption of water, with comparisons to prior years.
The Board has oversight of Bloomsbury’s environmental policy and strategies for reducing
the environmental impact of our business. The Executive Committee and the Board receive
regular presentations on the activities of Bloomsbury’s Sustainability Steering Group, consider
recommendations from the Steering Group for proposed sustainability initiatives, and approve action
where appropriate to improve Bloomsbury’s environmental footprint, including the setting of targets to
reduce greenhouse gas emissions.
Details of the Group’s environmental policy and performance can be found on pages 60 to 81.
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Bloomsbury’s Culture & Colleagues
Bloomsbury’s culture is shaped by our purpose and our people, and reflects
our shared values. Our purpose inspires Bloomsbury people to be creative
and innovative, and to make a difference to society through the works that
we publish. Our culture enhances the spirit of cohesion and belonging
amongst Bloomsbury colleagues. It is the foundation of our success.
Bloomsbury is the only major UK publisher to combine general
and academic publishing. The breadth of our publishing brings
together the best talent across a variety of disciplines, including
expertise in digital, ebooks and audio publishing; Open Access,
academic and professional publishing; working with universities
and libraries; and excellence in literary fiction and non-fiction,
cookery, children’s education and illustration. This diverse range
of talent provides an environment where best practice is shared
across different disciplines and teams. This is enhanced by the
addition of new companies and publishing lists, bringing fresh
talent and diverse perspectives.
Bloomsbury’s success is due to the belief, commitment and hard
work of our talented employees. Our colleagues consistently
demonstrate adaptability, optimism, an entrepreneurial spirit and
dogged determination to capitalise on positive market trends and
demand for our content. Their collaborative spirit and unwavering
focus on delivering the Company’s strategic goals, despite
economic pressure and an ever-changing world, are reflective of
Bloomsbury’s strong, positive and vibrant culture.
The Board and senior management seek to promote a culture of
partnership. This is expressed in the creativity and collaboration,
inclusivity and respect, entrepreneurship and agility that
underpins our culture in the support of both individual and
company success.
Read more about employee engagement and experience on pages
49 to 52 of this Annual Report.
Our inspirational authors
An important feature throughout the year is our
programme of author talks. These are intrinsic to
Bloomsbury’s culture and are extremely popular with
our colleagues. They afford employees from across the
Company, including those who do not have regular
contact with authors, the opportunity to gain insight into
the creative process, different approaches to writing, the
author inspiration behind – and ambition for – particular
titles, and the societal and cultural impact which books can
have. We have welcomed authors across the breadth of
our publishing including James Comey, Louise Gray, Lily
Lindon, Kiley Reid and Hugh Warwick.
Board established culture of partnership
and trust
The Board and Executive Committee are committed to
fostering a culture of partnership and trust, and to making
life at Bloomsbury welcoming, rewarding, engaging and
productive. Bloomsbury supports individual and collective
success through effective employee engagement and support,
comprehensive training and development opportunities, and
the implementation of reward schemes which recognise our
colleagues’ contribution to Bloomsbury’s success.
Bloomsbury’s culture continues to evolve through our
publishing, our HR initiatives and our work on diversity and
inclusion, directed at capturing the full potential of the
talented people who work at Bloomsbury and driving value
for our stakeholders. Maintaining a good culture also relies on
policies and procedures that equip colleagues to make the
right decisions and effective channels through which to raise
concerns. These include the Group’s Diversity and Inclusion
and Whistleblowing Policies, and HR policies directed at
preventing bullying, harassment and discrimination. Further
policies are detailed on page 52.
Author Kiley Ried
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Entrepreneurial Spirit
Author focus
Determination
Independence
Ethical attitude
Sustainability
Collaboration
Optimism
Inclusiveness
Our values
Our values frame how we work with each other and with our partners, and shape the
culture of Bloomsbury. They are essential to achieving our purpose.
These values drive Bloomsbury to have:
An intense author focus;
Integrity and respect in our
dealings with each other
and with our partners; and
A determination to create an
environmentally sustainable
business;
A focus that supports
Diversity, Equity and
Inclusion.
A creative and innovative
approach to achieving our
long-term goals;
entrepreneurial
Author focussed
determined
independentindependent
ethical
sustainable
collaborative
optimistic
inclusive
Our Colleagues - Transforming our People
strategy
There has been a transformation of Bloomsbury’s people agenda
over the past four years. We are determined to nurture and
develop our employees to their highest potential and to promote
a working environment that is inclusive, supportive and ethical.
We want our employees to be ambassadors for Bloomsbury. We
want to attract the highest-calibre employees. Fostering a positive
culture and transforming the employee experience continues
to be a top priority for the Company and has informed many of
the initiatives taken during 2023/2024 to help our colleagues feel
supported, curious and engaged.
In June 2023, Bloomsbury created the role of Group Director of
People and Engagement to drive forward Bloomsbury’s employee
engagement, communications, Diversity, Equity and Inclusion and
Sustainability strategies and ensure that Bloomsbury continues to
innovate in these important areas.
The Group Director of People and Engagement is also a member
of the Executive Committee.
Employee Engagement
Bloomsbury has evolved from a London-based company into
an international organisation with offices from Santa Barbara to
Sydney. Bloomsbury has a hybrid working model of two days in
the office, three days working remotely. A priority for 2023/2024
was to create a virtual culture that colleagues feel part of, no
matter where they are working.
In 2024 we launched Diana Base, an intranet and communications
platform that works for the Company we are now. We designed
Diana Base around Bloomsbury’s values, mission and purpose.
The new platform allows everyone to create personal profiles, join
relevant ‘spaces’ such as an internal network (see pages
54 to 55
for our employee networks) or group (for example Bloomsbury
Leadership Group), give shouts and post updates. Diana Base
is colleague-led, allows everyone to contribute and empowers
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Bloomsbury’s Culture & Colleagues
continued
everyone to help grow the platform into an active virtual
communications space, where ideas and successes are easily
shared.
We continue with monthly global Town Halls which are hosted
alternatively by the Chief Executive and Executive Committee
Members, presenting Company strategy, business news and
issues across the industry and reporting on Group-wide initiatives.
These meetings had an average attendance of 46% in 2023/2024
(2023: 59%) with some focused on one geographic area such as
India and Australia and a wider range of more specific topics
covered including sustainability, social media and a recent Town
Hall on the impact of AI.
Our twice-annual global Bloomsbury Publishing Highlights event
brings colleagues together from all areas of the business to
present and celebrate upcoming publishing plans and the most
exciting titles in the pipeline. Finally, our weekly global employee-
generated newsletter, the ‘Illustrated Bloomsbury News’, focuses
on Company news, initiatives and updates, as well as celebrating
achievements for colleagues, authors and books. The introduction
is written by the Chief Executive in which he shares highlights of
his working week.
We recognise the importance of a culture built on open
engagement and information sharing, and Bloomsbury has in
place a wide range of channels to engage with employees and
keep them informed about business performance, HR policies,
training and development opportunities and other matters which
concern them.
A key element of our engagement strategy is our Employee
Voice programme, which promotes an open dialogue between
those that work for Bloomsbury and the Executive Committee
and Board. Employee Voice Meetings (“EVMs”) are held
routinely throughout the year, with a selection of employees
from different levels across the Group being invited to attend
scheduled meetings by rotation. Colleagues are encouraged to
share their views on Bloomsbury as a publisher and employer.
These meetings provide every employee of Bloomsbury with the
opportunity to share their views on anything from Bloomsbury’s
strategy, communications, training, compensation and benefits,
to ideas on how to make Bloomsbury a better place to work.
The Group Director of Engagement, who is a member of the
Executive Committee, chairs the Employee Voice Meetings;
Non-Executive Directors are also invited to attend. Employees
share their views on the understanding that matters discussed will
not be attributed to particular individuals in reports on meeting
outcomes, which are provided to the rest of the Executive
Committee and the Board. The Executive Committee and the
Board receive the minutes of EVMs on an anonymous basis,
together with a list of the key themes arising out of EVMs.
This form of engagement with employees across the Group
enables senior management and the Directors of Bloomsbury
to keep a finger on the pulse of the organisation and to gain
unfiltered feedback from employees. The Board and the
Executive Committee discuss and approve new policies and
actions based on the views expressed at these meetings.
EVMs also provide an effective means for the Board and senior
management to monitor the Company’s culture in order to
ensure that it aligns with the Company’s values and purpose, and
continues to support the delivery of the Company’s strategy.
Employee empowerment – providing a
framework to progress
A lunchtime author talk in Bloomsbury’s London office
A key programme for 2023/2024 was the establishment of a
Senior Leadership Team, 50 individuals, across every area of the
business. These senior leaders are helping to shape the future of
Bloomsbury and are an essential part of helping to transform our
people strategy.
A transparent and fair pay and grading structure underpins every
successful reward scheme and career progression programme,
and in 2023/2024 Bloomsbury rolled out its Career Framework
initiative to all employees in the US and UK.
The Bloomsbury Career Framework provides a clear and visible
structure that shows individual levels of work and hierarchy of
roles. It ensures fair and transparent pay decisions, helps to
monitor diversity, and provides the foundations for everyone
to build their career pathway. It provides the foundation for
employees to have a fulfilling career, with opportunities to
develop and gain experience in their role, while also supporting
those who want to progress and find their way into new positions
within the Company.
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The rollout comprised four stages:
• Stage one: Job Evaluation – our roles were put through a
rigorous process of job evaluation, independently reviewed
and calibrated across the Company.
• Stage two: Job Families – within the Career Framework,
Bloomsbury established four different Job Families
representing all areas of the business.
• Stage three: Job Level – each role was assigned a Career Level
and a pay range within its relevant Job Family.
• Stage four: Pay Ranges – internal salaries were benchmarked
alongside external data across the publishing industry and the
broader media industry. Salary ranges were then developed
and roles were adjusted where they fell below the entry point of
the salary range. All roles are now advertised with a published
salary for better transparency.
Reward
Being recognised and fairly rewarded is important to colleagues
everywhere; fair pay brings benefits for families, communities
and our business. The implementation of the Bloomsbury Career
Framework has provided a clear and visible structure that shows
individual levels of work and hierarchy of roles, ensuring fair and
transparent pay decisions. During 2023/2024 employees received:
• Company Annual Salary Review awarded a 4% salary increase
from 1 March 2024
• Recognising our exceptional success in 2023/2024, every
employee has received a one-off lump sum payment of £1,250,
in addition to the Group wide bonus scheme.
• Bloomsbury paid every eligible employee the maximum
bonus payment of 6% of their salary in respect of 2023/2024.
Bloomsbury employees participate in the Group bonus
scheme, which is based on the achievement of Group profit
targets set at the beginning of the financial year.
• In the UK, employees are eligible to participate in an employee
HM Revenue & Customs approved Sharesave scheme to
enable employee participation in the performance and growth
of the Group.
• In the UK, we have increased our starting salary ranges from
£25k to £27k and from $45K to $47.5K in the US.
• All our employees, in the UK and US, now benefit from being
within the same pay ranges and Oxford salaries have been
brought into line with London.
A great place to work
• Like many other organisations, the way we work has evolved
following the pandemic. Our hybrid working arrangements,
introduced after the end of lock-downs, support work-life balance
for Bloomsbury colleagues. Colleagues work a full day, with
core hours to allow for flexible start and finish times, enabling
colleagues to balance wider personal and family responsibilities
with their work. Our hybrid working policy is based on two days in
the office and three days at home per week.
• Our annual leave policy grants all employees paid holiday
between Christmas and New Year to allow for a restorative year
end break.
• We actively promote a culture that places importance on mental
health. All employees are entitled to take two paid Personal
Wellness Days per annum in support of mental health and
wellbeing, an initiative introduced during the pandemic which
we have made a permanent benefit. Our employees have used
over 75% of the available Personal days and we plan to extend
the definition so as to encourage even higher take up.
• Our global Employee Assistance Programme supports employee
wellbeing and mental health. Provided by Workplace Options,
the programme gives all employees free access to counselling
and support for work and personal issues. We have trained
members of staff across our London and Oxford offices to be
Mental Health First Aiders. These members of staff are equipped
to provide confidential peer-to-peer support and guidance to
those in need and help us build a mentally healthy workplace.
• In the UK, we rolled out private medical insurance and
automatically enrolled all employees into the AXA Health
Scheme with Bloomsbury covering the full cost of the Healthcare
Plan. This benefit was introduced in response to engagement
with colleagues and was well-received by UK employees.
• Globally, we offer free access to appointments with two
Company doctors, general practitioners, providing no-barrier
access to medical advice for all staff.
• Our parental leave policies promote gender equality and
recognise the need to balance career progression with personal
and family life. They include enhanced shared parental leave
and an increased period of discretionary Company maternity
and adoption leave pay.
Creating a culture for curious minds –
Learning and Development
We want to model brilliant leaders and unleash their potential,
setting the foundations for a culture that fuels and inspires curious
minds. This means a laser focus on learning and development,
ensuring that the working day is not separate and is part of a
culture of continuous learning.
• Our learning and development programme is now focused into
three key areas:
• Brilliant leaders: Greater emphasis on management
development and first-time manager courses;
• Long-term careers: Bespoke ‘Career Pathway’ development
routes; internal recruitment and mobility focus;
• Culture of Continuous Learning: Foundation training; annual
development programme for cohort of early career employees;
• A focus on learning including talent builder courses for
managers, career focus and progression and The Publishing
Training Centre courses.
Colleagues at Company Highlights in September 2023
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Key policies not outlined in the preceding pages are set out below:
Employment
policy
Description
Health, safety
and wellbeing
Bloomsbury’s Head of Facilities reports to the Director of People and Engagement in respect of health and
safety (“H&S”) and heads an H&S team that ensures compliance with the Company’s H&S policy. At least
annually, the Board and the Executive Committee review H&S, including risk assessments, developments and
incident reports. The H&S team works closely with management and employees to ensure that the H&S policy is
effectively communicated, implemented and maintained across the business. Managers of the worldwide sites are
accountable for ensuring their areas of the business are in compliance with H&S policy.
The Group maintains H&S risk assessments and accident books for all its locations worldwide (including where
there is no local legal requirement to do so) and staff are encouraged to report all accidents or near misses.
During the year, there were no serious injuries, fatalities or reportable incidents.
Performance
and merit
Senior managers are accountable for the performance of their teams and determine the most appropriate
approach to performance management for each team. All employees participate in Bloomsbury’s formal annual
appraisal process, which serves as a mechanism for managing performance and identifying opportunities for
career development. Promotions and external recruitment are based on merit and ensure that the most suitable
person is selected for each position.
Human rights
Bloomsbury is committed to meeting its responsibility to respect human rights and to comply with employment
and other legislation applicable to the locations in which it employs people, ensuring the human rights of
individuals are protected. Bloomsbury’s Modern Slavery and Human Trafficking Statement can be found on our
investor relations website www.bloomsbury-ir.co.uk.
Ethical
behaviour
We expect employees, Directors and subcontractors to behave ethically in their work relationships and dealings
with third parties on behalf of Bloomsbury. Compliance with ethical behaviour Group policies such as for anti-
bribery and corruption, dealing in Bloomsbury shares and modern slavery and human trafficking is an employment
term of Group employment contracts. Bloomsbury’s Whistleblower policy enables employees, other categories
of workers and third parties to have any concerns relating to the Group confidentially addressed. Details of these
policies can be found at www.bloomsbury-ir.co.uk.
Equality of
opportunity
Bloomsbury has a diverse workforce and follows a policy that no employee or other person receives more or less
favourable treatment on the grounds of gender, sexual orientation, colour, race and ethnic origin, nationality,
religion, disability or age. The Human Resources function monitors compliance with the policy and with applicable
legislative requirements to ensure the equality of opportunity in the recruitment, selection and promotion of
employees. Grievance and disciplinary procedures protect employees from discriminatory behaviours and
attitudes. Further information on our approach to diversity and inclusion is set out on pages 53 to 56.
Bloomsbury’s Culture & Colleagues
continued
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Diversity, Equity and Inclusion at Bloomsbury
Bloomsbury is committed to Diversity, Equity and Inclusion as a core
part of our everyday professional lives. The Company is strengthened
by attracting talented people with voices and experiences from all
backgrounds and identities; diversity and inclusion enriches our business
and the lives of our employees and leads to better culture and performance.
In recognition of the strides Bloomsbury has made in this
area, we won the 2023 Small Cap Network Diversity, Inclusivity
and Engagement Award and were shortlisted for the 2023
Independent Publishers Guild Diversity Award and the London
Book Fair Inclusivity in Publishing Award. Diversity drives
productivity, creativity and innovation. As such, it is integral to
the delivery of our strategy, as is creating an environment in
which all Bloomsbury employees feel a sense of belonging. We
believe that diversity and inclusion go hand in hand.
Bloomsbury has been driving tangible positive change across
all areas of our business and contributing to wider industry
discussions. Bloomsbury is a signatory to The Publishers
Association Inclusivity Action Plan, developed with Creative
Access, which comprises a set of ten commitments for
publishing businesses to undertake over the period 2023 to
2026 aimed at ensuring an equitable, diverse and inclusive
workplace.
We recognise that there is much more to do to drive change
and increase the representation of minority groups within
the publishing industry, and we will continue to prioritise this
work, including by evolving our recruitment processes to
increase access to the industry by those from underrepresented
backgrounds and communities.
See pages 48 to 56 to read more about employee engagement,
experience and DE&I at Bloomsbury.
Gender diversity at Bloomsbury
We have a diverse workforce and management team
led by a gender diverse Board. The majority of senior
managers and employees worldwide in the Group are
women. The number of employees by each gender as
at 29 February 2024 is shown here:
Directors of the Group Parent Company
50%
[3]
50%
[3]
FemaleMale
Executive Committee
57%
[4]
43%
[3]
FemaleMale
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Diversity, Equity and Inclusion at Bloomsbury
continued
In line with UK regulations, Bloomsbury has provided information
on its gender pay gap in the UK (see www.bloomsbury-ir.co.uk).
We benchmark our gender pay gap against the publishing
industry, taking into account the differences that arise from
the operation by other publishers of their own warehouse
and distribution businesses where the gender ratio in certain
quartiles will differ from Bloomsbury’s. We continue to monitor
and interrogate the reasons for the existence of any gender
pay gap from year to year. Bloomsbury’s gender pay gap, as
reported in respect of 2023, is due to fewer men than women
being employed in the lower quartiles of the Company. Go to
www.bloomsbury-ir.co.uk/docs/librariesprovider16/archives/
governance/gender-pay-gap/2023.pdf to see Bloomsbury’s 2023
Gender Pay Gap report (snapshot date 5 April 2023).
Ethnic minority representation at
Bloomsbury
Bloomsbury is committed to increasing the diversity of our
workforce, including the representation of ethnic minority groups.
One out of the six Directors on Bloomsbury’s Plc Board is from a minority
ethnic group, in line with the recommendations of the Parker Review.
One out of the seven members of Bloomsbury’s Executive
Committee is from a minority ethnic/mixed background. We
collect equal opportunities data from colleagues on a voluntary
basis, to enable us to better understand the demographics of our
workforce and monitor progress against our goals.
DE&I governance and staff networks -
education, engagement and inclusion
The Board receives regular updates on strategic DE&I initiatives
across the Group with a view to ensuring that the strategies
in place and in development are supportive of a culture that
upholds Bloomsbury’s principles of equity and inclusion for all.
Bloomsbury’s Global DE&I Steering Committee supports our DE&I
Project Managers, Staff Networks and Employee Resource Groups
(“ERGs”), which provide valuable feedback to management on
DE&I initiatives and help set priorities for future action.
Our Staff Networks help to ensure DE&I is woven into
the workplace and that staff are represented at all levels.
Bloomsbury’s Staff Networks and Employee Resource Groups
are run by colleagues and supported by DEI colleagues and
their EC sponsor. They offer the chance for employees to
network amongst peer groups, provide support to each other,
contribute towards our action plans and policies and work on
specific projects. Their work helps foster an environment that is
welcoming and supportive of difference and individual wellbeing
and promotes an inclusive culture in which our workforce feels
connected by a common purpose and shared values.
To date, 12 thriving Staff Networks and Employee Resource
Groups have been established across our offices in the UK and
US, supporting and representing our diverse array of colleagues.
Activities of the Staff Networks during
2023/2024 include:
• The Accessibility Network marked Disability History Month in
November and December with author talks from Clayton A.
Copeland, Selina Mills, and Samantha Baines, as well as hosting
a fundraising cake sale for Sense.
• The Bloom Network focused on in-person events and creating
connections across the Company, with a memorable focus
on Black History Month. They also continued their successful
Bloom Buddy Scheme, matching new starters with other
ethnically diverse colleagues for guidance and support.
• The Mental Health Network created weekly virtual coffee catch-
ups for all network members to try to tackle the loneliness and
isolation felt by some when working remotely.
• Our Parents, Guardians & Carers Network ran several events
for the network. They held an event with Frances Cushway,
Senior managers of the Group
1
(other than Directors)
Executive Committee Direct
Reports
All employees of the Group
2
57%
[4]
43%
[3]
FemaleMale
67%
[35]
33%
[17]
FemaleMale
73%
27%
FemaleMale
1 Includes the heads of publishing Divisions, Group functions and country heads who are not
Executive Directors on the parent Company Board.
2 Excludes workers who are freelance consultants and temps.
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The Maternity Coach, and Ian Dinwiddy, Inspiring Dads, entitled
‘Parenthood: The Ultimate Personal Development Opportunity’,
highlighting how the skills developed in parenthood benefit not
only parents as individuals but the workplace as a whole. They
also hosted an event with Bloomsbury author Jen Gale on ‘How
to Have a Crap-Free Sustainable Christmas’, for those looking to
cut the amount of plastic during the festive season and improve
their carbon footprint.
• Our Pride Network celebrated Pride Month with a series of
events both for the members and the wider Company including
book swaps and a special Pride-themed quiz with teams from
the whole Company taking part.
• In the US, throughout the year we spotlighted important
heritage/pride months with talkers – including historical
information and Bloomsbury book features that are relevant to
each month and initiative.
• All Staff Networks have formulated Mission Statements.
Publishing Assistant Apprenticeship
The Publishing Assistant Apprenticeship, run in association with
LDN Apprenticeships, continues to offer an alternative route into
publishing for candidates who are typically from a socio-economic
background under-represented in publishing. In October 2023,
we welcomed seven new apprentices, and in November 2023, we
won Apprenticeship Employer Provider of the Year Award at the
AIM’s inaugural Empowering Futures Conference and Awards.
Widening Access –
publishing diverse voices
In 2023/2024, we developed several initiatives not only to
support diverse creators to be published, but also to encourage
talented individuals to pursue careers in publishing. We know
that diversifying our output, supported by the work of a diverse
employee base, will enhance our lists and help to improve the long-
term outlook of publishing as an industry. As part of our ongoing
relationship with The Black Writers’ Guild in the UK, we donated
£20,000 in support of the Guild’s work, designated to support the
hardship measures to assist writers in the Black Writers’ Guild.
Academic
Bloomsbury Academic Writing Fellowship
Supporting the UK
academic community is
vitally important for
Bloomsbury. In 2023, we
launched the Bloomsbury
Academic Writing
Fellowship to uncover
new authors who have
started their work but are not yet ready to submit to a publisher.
The Fellowship aims to widen the talent pool in order to give the
new voices a platform and is the first initiative of its kind in the UK
academic community.
In its first year, the Fellowship was open to UK-based authors and
researchers with African or African Caribbean heritage, with the
aim of expanding the remit as the programme grows. In all, there
were 12 shortlisted submissions out of a total of 67 applications
and the successful Fellow Tionne Alliyah Parris, based at the
University of Hertfordshire, will receive support throughout
2024: an editorial mentorship, £1,000 financial support, practical
resources and event and networking opportunities.
Bloomsbury Academic Widening Representation
Pilot Programme
Continuing our support
of the UK academic
community, Bloomsbury
launched a new
Widening Representation
Pilot Programme which
ran in 2023/2024 with the
aim of making our
publishing more inclusive, equitable and diverse. The
Programme, running until July, offers financial support for
publishing-related costs to academic authors who may not
otherwise be in a position to publish their works. This includes
early career scholars, scholars in precarious employment, authors
for whom English is not their first language, and authors who have
accessibility requirements. Funding is available for any of the
areas in which the Division publishes and funding available per
title is capped at £1,500/$1,850 (USD) for the pilot period. The
ambition of the Programme is to further diversify the authors and
the works published by the Division, by improving access for
hitherto underrepresented groups.
Open Access
Bloomsbury Open
Collections, an innovative
pilot programme
launched in 2023/2024, is
a subscribe-to-open type
model for scholarly monographs. The aim was to provide a route
for Bloomsbury books in the Arts, Humanities, and Social
Sciences to publish open access immediately on publication
without the need for author-side fees. An alternative to more
traditional Open Access models, which typically rely on an
individual or their funder or institution paying a fee (or “book
processing charge”) to cover the costs of publishing, this
collective-action approach seeks to spread the cost more
equitably across multiple institutions.
60 libraries signed up and 89% of participating institutions were
based in the US and UK. We are making ten frontlist titles in
African Studies and International Development open access (OA)
over the next year, having prioritised authors based in the Global
South. We have enabled OA for Bloomsbury authors for whom it
would not have been possible under a fee model. As these titles
are all additional to our existing OA programme, we are helping
to amplify their voices and secure worldwide access to their work,
without requiring fees or fee waiver requests from these authors.
Lawscot Foundation
Bloomsbury continues to support a Scots Law bursary with the
Lawscot Foundation. The Foundation supports 10-12 academically
talented students from less-advantaged backgrounds in Scotland
each academic year. Bloomsbury supplies these students with
our full suite of Scots Law textbooks, which would otherwise cost
each recipient over £1,000. New editions are supplied at no extra
cost. This is additional to an annual grant of £2,500, mentoring,
networking and work experience opportunities. Further details of
our charitable donations can be found in the following pages.
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Diversity, Equity and Inclusion at Bloomsbury
continued
Consumer
Writers’ Mentorship Programme
Work is also underway in our Consumer Division. In July 2023,
Bloomsbury Adult Editorial announced the Writers’ Mentorship
Programme, a one-year coaching scheme for under-represented
fiction writers in the UK. Focused on longevity, the programme
aims to break down barriers and help these new voices establish
long-lasting careers. The programme is open to people of colour,
those from lower socio-economic backgrounds, those living with
a disability and those from the LGBTQ+ community. Bloomsbury
received 800 entries in the first year and announced its first
winner, Alice McCusker, in March 2024.
Writers & Artists: Accessible to All
Bloomsbury’s Writers & Artists community (www.writersandartists.
co.uk) offers up to £4,000 of financial assistance as part of its
accessibility scheme, ensuring that opportunities are available
to underrepresented and low-income writers and illustrators.
The role of Writers & Artists (W&A) is to put aspiring authors and
illustrators in touch with the publishing industry, offering practical,
impartial guidance as well as working with established authors
to offer advice on the creative process. The W&A website makes
hundreds of advice articles on the writing and publishing process
available for free, and features a range of editing services, events
and writing courses. In 2023/2024, 203 writers benefited from
the W&A accessibility scheme through a combination of events,
writing courses and editing services.
Cocoa Girl Magazine Partnership
We are delighted that
Bloomsbury Children’s
Books and Cocoa
Magazine have
announced a partnership
that aims to demystify
the publishing industry
and demonstrate to children the career paths that could be
available to them in the future. The partnership will run
inspirational and informative content in each quarterly issue of
Cocoa Magazine, alongside a competition that gives children the
opportunity to see their own writing in print. The goal is to show
children that turning a hobby into a career is an attainable
possibility, with each quarterly issue of Cocoa Magazine
debunking a different department within the publishing process,
including editorial, design, sales, marketing and publicity.
Working with Royal National Institute of Blind
People (RNIB) Talking Books Library
In February 2023, Bloomsbury donated
our entire audio book list to the Royal
National Institute of Blind People (RNIB)
Talking Books Library. The new
collection includes an estimated 600
titles and, moving forward, every future
Bloomsbury audio book will be added
to the RNIB Library.
Our Accessibility Working Group has continued to review ebook
and online accessibility to be in line with industry standard
regulations by 2025.
Bloomsbury Publishing x Lit in Colour
We became an official partner of the Lit in Colour initiative in early
2022 alongside race equality think tank The Runnymede Trust.
The Lit in Colour initiative aims to support schools in diversifying
the teaching of English and to increase students’ access to texts
by writers of colour and from minority ethnic backgrounds.
Bloomsbury commissioned research into the current landscape
of teaching plays and drama in schools. A teacher posed a
single question to Bloomsbury: Can you recommend a play by
a writer of colour? This was the foundation for the programme.
In November 2023 Bloomsbury launched ‘The (Incomplete)
Lit in Colour Play List’ with 57 plays. The list will be updated
and published annually with an eventual 172 plays. It has been
compiled in collaboration with Faber and Nick Hern Books. The
List represents an agnostic approach from the three leading
play publishers in the UK with all plays suitable for study with
secondary school students aged 11-18 and includes highlighted
plays that feature on exam boards’ set text lists.
Lit in Colour won Outstanding Drama Initiative at the 2024 Music
and Drama Education Awards, where the judges were impressed
with the wide-reaching change in syllabus content that has
happened as a result of this inspiring project.
Publishing diverse voices –
one book at a time
We aim for our authors, illustrators and creative talent to match, at
a minimum, national census data on Black, Asian, and multi-ethnic
representation in the US. 2023 was the first year that Bloomsbury
asked authors, illustrators and creative talent to complete a
survey focusing on capturing ethnicity data on a voluntary basis,
enabling us to monitor progress against our DE&I Action Plan and
objectives. In our action plan we had an ambition that we wanted
Black and minority ethnic groups to represent in 20% of new
authors in the UK and 35% of new authors in the US. Based on
voluntary author responses, we have reached 15.6% in the UK and
22% in the US. Bloomsbury is proud to publish a range of titles
from an international and ethnically diverse author base, many of
whom address issues of social justice and representation in their
writing.
Supporting education
Books are one of the most powerful tools for educating and
shaping young minds, so we work with a range of education
partners to ensure that the power of books and the imagination
of our authors reach and benefit students of all ages and from
all backgrounds. Please see Our Communities on the following
pages for details on how our charitable donations of books,
money and colleagues’ time support these goals.
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Our Communities
Bloomsbury is committed to making a positive contribution to the communities
in which we operate, and to society generally. During 2023/2024, the Group
provided support for charities and community organisations through financial
support, in-kind donations and publishing partnerships. The Group made cash
donations totalling £829,326 (2022/2023: £366,279) and donations including
royalties, books and IT of £2,400,295 (2022/2023: £1,860,198).
Charitable giving
Humanitarian causes
During the year, Bloomsbury UK provided financial support to
humanitarian appeals and charitable causes across the globe,
including:
• £50,000 to the Trussell Trust, a UK national network of food
banks which provide emergency food and support to people
facing hardship;
• £25,000 to Inter Mediate, a negotiation and mediation charity
which brings together some of the world’s experts on dialogue
and negotiation to mediate in the most difficult, complex and
dangerous conflicts in the hope of contributing to a sustainable
resolution;
• £25,000 to Médecins Sans Frontières, an international,
independent medical humanitarian organisation providing
medical assistance to people affected by conflict, epidemics,
disasters, or exclusion from healthcare;
• £20,000 to the UK for UNHCR, the UN Refugee Agency,
providing life-saving support to families displaced from
their homes;
• £6,000 to Save the Children, the international organisation
dedicated to supporting children around the world transform
their lives and reach their full potential by providing life-
saving short-term help and pushing for deep-rooted social
change; and
• £5,500 to The Book Trade Charity, which was established to
support colleagues across the book trade and their families,
providing grants and housing when they need it most.
Bloomsbury India continued its support of local community
organisations by donating to charities supporting vulnerable,
marginalised and deprived groups:
• £2,500 to the Prayas Juvenile Aid Centre Society, a
community-based non-profit service.
• £2,500 to the Akshaya Patra Foundation, which strives
to eliminate classroom hunger by serving nutritious food
to disadvantaged children studying in government and
government-aided schools across India.
• £2,500 to the Salaam Baalak Trust, which provides care and
protection to street children through child-centric programmes.
• Bloomsbury has also continued to contribute a portion of
its proceeds from sales of the Dishoom cookbook by Kavi
Thakrar, Naved Masir and Shamil Thakrar to charities providing
healthy school meals to hungry and malnourished children in
disadvantaged areas of the UK and India, donating the sum of
£377 to each of the Akshaya Patra Foundation in India and
Magic Breakfast in the UK during the year.
Promoting literacy and education and supporting
creators and colleagues
During the year, Bloomsbury also continued to support initiatives
aligned with its mission and purpose by making financial and
in-kind contributions to organisations working to increase access
to books and education and enrich lives through reading and
literacy, and to initiatives aimed at supporting authors and
illustrators from diverse backgrounds.
• £50,000 to the National Literacy Trust (“NLT”) saw a
continuation of our support of the NLT’s work to give children
and young people from disadvantaged communities the
literacy skills to succeed in life.
• As part of our ongoing relationship with The Black Writers’
Guild in the UK, we donated £20,000 in support of the Guild’s
work, designated to support the hardship measures to assist
writers in the Black Writers’ Guild.
• A donation of £25,000 was made to the Charleston Literary
Festival and £20,000 to The London Library. The Charleston
Festival provides attendees with the opportunity to engage
with books and illuminating ideas through a programme of
talks, conversations and performances. The London Library
is one of the world’s leading literary institutions and lending
libraries, housing a collection of over one million books, and
hosts regular literary events throughout the year as well as
an annual Literature Festival. The Library offers an Emerging
Writers Programme open to anyone over the age of 16,
which provides one year’s free membership of the Library
and includes writing development masterclasses, literary
networking opportunities, peer support and guidance in use of
the Library’s resources.
• In the UK, Bloomsbury made donations of £25,000 to each of
The Bodleian Library, The British Library and Cambridge
University Library, to be designated to purchasing digital
resources from any publisher.
• In Australia, Bloomsbury continued its support of the
Indigenous Literacy Foundation (ILF) with a donation of
£5,000. The ILF works to address the educational disadvantages
faced by indigenous Australian children and young people in
remote communities across Australia. Donations of £5,000 were
made respectively to Story Factory, a creative writing centre
for underprivileged young people, and The Smith Family’s
Literacy and Learning for Life educational programmes,
which provide emotional, practical and financial support as well
as books and resources to support disadvantaged children and
young people with their literacy and education.
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We recognise that not everyone in society has equal access to
books, and we work with various organisations to reach people
and communities who may not otherwise have the means or
opportunity to enjoy the benefits which reading brings.
During the year, the Group donated books with a total wholesale
value of £1,534,567 to multiple organisations promoting literacy
and early education. These include:
• The SOHO Centre in the US, which promotes children’s
literacy, school readiness, and school success by distributing
free books to schools, libraries, hospitals and other child-
related programs. Through its long-standing partnership with
the SOHO Centre, Bloomsbury has donated over 2m books
to date to disadvantaged children and their families across
Virginia.
• Book Aid International, which works with partner organisations
around the world to share the power of books to help create
a more equal future by providing access to free books where
they are most needed, in libraries, schools, refugee camps,
hospitals, prisons and other institutions around the world.
Bloomsbury also made a cash donation of £50,000.
• The NLT in support of its ongoing projects to promote literacy
within deprived communities.
Defending freedom of speech
Freedom of expression is a prerequisite for a thriving publishing
industry, which, in turn, plays an essential role in a democratic,
knowledge-based society by promoting diversity of knowledge
and ideas and fostering creativity and tolerance. During the
year, Bloomsbury donated £45,000 to each of PEN America
and the American Civil Liberties Union to support their work
in defence of freedom of expression and civil liberties in a time
when increasingly polarised views on political and cultural issues
are leading to rising assaults on freedom of expression, including
attempts to ban books in schools, libraries and bookshops.
Protecting the environment
Bloomsbury is committed to playing its part in combatting global
warming and protecting the Earth’s natural resources and biomes.
In addition to taking steps to reduce our own greenhouse
gas emissions, and participating in industry groups which are
working towards making the publishing industry more sustainable
(see pages 60 to 81 for further information about the Group’s
environmental performance), the Group made donations to two
organisations dedicated to fighting climate change and pollution:
• The Woodland Trust, the UK’s largest woodland conservation
charity, whose mission is to protect woods and trees,
preventing the loss of irreplaceable habitat and carbon stores.
Bloomsbury donated £20,000 to support the Trust’s work to
preserve ancient woodland in the UK.
• Surfers Against Sewage, dedicated to marine conservation
and protecting the ocean against pollution and the effects of
climate change. Bloomsbury donated £10,000 to support the
charity’s work in this area.
Developing partnerships with impact
In addition to providing financial assistance to organisations
which promote literature, literacy and education, we provide
practical, non-financial assistance. The following examples of
our activities in 2023/2024 illustrate the range of Bloomsbury’s
support.
Camden and Hastings programme
In 2023, Bloomsbury expanded its LitUp project (which originated
in Hastings, the area of the UK with the lowest rates of literacy)
into Camden, the home borough of the Company. LitUp is a
comprehensive project supporting teachers, engaging parents
and helping children to increase frequency and enjoyment of
reading. Now in its second year, we are working with year one and
two children in seven schools in Camden and year five and six
children in eight schools in Hastings.
The project was developed to build on the skills of teachers
and teaching assistants, and to engage children and parents as
readers. It consists of termly activities that build engagement
among families and gift books to children, along with some key
moments that help to create a whole school focus on reading.
The schools we are working with in Camden have high
proportions of disadvantaged children, many children from
refugee and immigrant families for whom English is not a first
language and are looking for ways to enhance their work in the
classroom. We know from the results of our first year in Hastings
that author-led projects can make a real difference. We are
focusing on increasing reading frequency and enjoyment by
implementing regular fun reading and engagement opportunities
through LitUp – with a key element of this being in-person author
visits.
Author Sam Sedgman at one of the LitUp partner schools in Hastings
Our Communities
continued
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The Bloomsbury Institute
Bloomsbury Institute events in Exeter
In 2023/2024, we continued efforts to refocus the core aims of the
Bloomsbury Institute, working with the Writers & Artists team to
develop a programme that demystifies the publishing industry
for those hoping to pursue a career in publishing. Our focus is on
reaching people from backgrounds and parts of the UK currently
underrepresented in publishing, to help create a more diverse
and inclusive sector. We bring together publishing professionals
from all corners of the industry to share their expertise and
insight, and offer advice and support to those considering a
career in books. We are partnering with organisations, charities
and institutions around the country to deliver events all over the
UK, supported by online content and resources. The events offer
a rare opportunity for interested individuals outside of London
to meet and network with publishing experts and get first-hand
advice for breaking into the industry. To date, Bloomsbury
Institute events have taken place in university towns such as
Edinburgh, Exeter, Brighton and Cardiff.
Partnership publishing
Our Children’s team publishes books in partnership with three
leading UK charities whose key focus is nature conservation and
wildlife: the Royal Society for the Protection of Birds (RSPB),
Royal Botanic Gardens Kew and The Woodland Trust. These
partnerships involve the publication of titles by Bloomsbury that
support the activities of these charities, and embed their public
mission statements into the commercial world of bookselling,
reaching far beyond their membership pool with titles across
all age groups from three years upwards. We are experts at
commissioning high profile authors with excellent credentials to
work alongside charities we support.
Bloomsbury’s Non-Consumer Division also publishes in
partnership with the RSPB, with the Special Interest division
publishing the popular RSPB Spotlight series. The charities which
Bloomsbury partners with in this way are supported by royalty
payments made by Bloomsbury in connection with sales of the
relevant books.
Staff volunteering
Employees worldwide are involved in formal volunteer reading
schemes and regularly attend schools in their respective markets.
They provide supervised reading support to young readers, often
from disadvantaged backgrounds where their opportunities to
develop reading skills may be hindered.
Many employees are involved in their local communities,
typically promoting literacy, literature and education, by sitting
on committees, as governors of schools, by supporting special
interest groups and as trustees and supporters of publishing
industry and arts voluntary organisations. These voluntary
activities by employees are often directly, or indirectly, assisted by
the business and by Bloomsbury colleagues.
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Our Environment
We have a responsibility to understand and manage the impact of
our operations on our shared environment, to build a sustainable
business and contribute towards a sustainable future. We continue
our work to reduce our environmental footprint and impact, which in
turn helps build resilience in our operations to climate-related risks.
2023/2024 Award-winning Achievements
Bloomsbury is delighted to have received the IPG Sustainability Award and the LBF International Excellence Award’s inaugural Sustainability
Initiative Award in 2023/2024. These awards reflect the continued work of all of our colleagues. The illustration below sets out some of the
key milestones achieved in 2023/2024.
Continue to
contribute
to industry
sustainability
groups raising
our collective
voice to drive
change.
Head of
Sustainability
participated in
sustainability
events at London
Book Fair on
both the main
stage and CPI’s
Sustainability Hub.
Through the Live
Greener events,
we hosted a Green
Finance event with
Mother Tree for
Bloomsbury staff.
Published our ARA
which included
a qualitative
and quantitative
response to TCFD
recommendations.
Bloomsbury
participated in the
IPG’s Localised
Printing Project
Bloomsbury
received a B score
from CDP for our
2022/2023 Climate
Change disclosure,
demonstrating
CDP’s assessment
we take
‘coordinated action
on climate change’.
Bloomsbury
completed
the full version
of the CDP
Climate Change
Questionnaire
and for the first
time the full
version of Forest
Questionnaire.
The first
Carbon Literacy
course ran for
Bloomsbury
colleagues.
Head of
Sustainability
hosted a round-
table discussion
on biodiversity
at a British
Print Industry
Federation event.
Bloomsbury
Production made
a switch to low
carbon paper
through our
largest UK print
supplier.
Head of
Sustainability
held the second
Company-wide
Sustainability Town
Hall, communicating
progress and
launching
Bloomsbury’s
Carbon Literacy
Training.
Sponsored the
planting and
protection of trees
with the Woodland
Trust. Alongside
support to protect
UK seas through a
donation to Surfers
Against Sewage.
Bloomsbury
A&P launched
the UN SDG
Working Group
to identify ways to
align publishing
strategy with
the SDGs.
Head of
Sustainability
contributed to
a Sustainability
event as part of
an International
Training
Programme for
Saudi Publishers.
UN SDG Working
Group continues
to highlight SDG-
aligned research
published by
Bloomsbury, with a
view to facilitating
easier scholarly
communication
around the goals.
As publishers, we have the opportunity to amplify the conversation around climate change through the content we publish. Bloomsbury’s
Academic & Professional division’s United Nations (UN) Sustainable Development Goals (SDG) Working Group continues to identify ways
to align publishing strategy with the SDGs. In December 2023, we launched a series of events, Bloomsbury Lectures, which draw on the
development goals and through a dedicated page on Bloomsbury.com, we highlight SDG-aligned research published by Bloomsbury, with
a view to facilitating easier scholarly communication around the goals.
Bloomsbury is delighted that one of our publications, ‘Religion and Inequality in Africa’, has been selected by the UN SDGs Working Group.
Apr Jul Oct JanMay Aug Nov FebJun Sep DecMar
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Sustainability partnerships
Woodland Trust
In 2023/2024, we continued our support for organisations
working to preserve our natural environment by sponsoring two
one-acre groves at a Woodland Trust site, Trafalgar Wood in
Kent. Each grove contains approximately 750 British native trees
which, over their lifetime, have the potential to sequester over
300 tonnes of carbon.
Surfers Against Sewage
Bloomsbury continues our support of Surfers Against Sewage
(“SAS”). SAS is a grassroots charity that campaigns to protect
the ocean and to make environmental conservation an
exciting activity for young people, families and communities.
Our donation supports the annual #MillionMileClean #MMC
initiative, which brings volunteers together to tackle plastic
pollution across the UK. The campaign has seen volunteers
clean 348,214 miles all over the UK. Our donation also
supports the charity’s education programmes, which reach
over 1.4 million pupils in 3,746 schools across the UK.
Scope 1 and 2
We have set ambitious targets for our operational footprint
(Scope 1 and 2) in line with the Paris Agreement and have
committed to a 46% reduction in emissions from base year
2019/2020 to 2030. We aim to use 100% renewable energy at
our offices where possible. For sites where this is not possible or
practicable, we have purchased Renewable Energy Certificates,
meaning that 100% of the energy purchased during the year was
renewable.
We have reduced our Scope 1 and 2 market-based emissions by
77% since 2019/2020. Total market-based emissions if we had not
purchased Renewable Energy Certificates would have been 283
tCO
2
e, a 54% reduction in emissions.
Scope 3
We have also set a Scope 3 target to achieve a 20% reduction in
emissions across our supply chain by 2035 from 2019/2020.
In 2023/2024, we engaged further with key suppliers in respect of
sustainability issues which has enabled us to better understand
the progress they are making in their own efforts to reduce
carbon emissions associated with their operations and how we
can partner with them to achieve Bloomsbury’s own targets.
CDP climate change and forestry
questionnaires
In 2023/2024 we achieved a CDP climate change score of B for
the second year running, which demonstrates our coordinated
action on climate issues. In 2023/2024 we also completed the full
version of the CDP forest questionnaire, as part of our journey to
assess the biodiversity impact of our operations and supply chain;
we achieved a C score, indicative of awareness-level engagement.
Industry collaboration
Bloomsbury is part of the industry-wide collaboration across
publishing to tackle climate change. Bloomsbury was a founding
signatory of the Publishing Association’s ‘Publishing Declares’
pledge and is an active participant in the key publishing industry
environmental and sustainability groups, including:
• UK Publishers Association (PA) Sustainability Task Force;
• UK Book Industry Communications (BIC) Green Supply Chain;
• UK Independent Publishers Guild (IPG) Sustainability Action
Group and Committee;
• UK Book Industry Communications Green Supply Chain
Committee.
Stock code: BMY
Annual Report and Accounts 2024
61
Strategic Report
Our Environment
continued
Encouraging a sustainability culture
Carbon Literacy Training
In October 2023, we launched Bloomsbury’s Carbon Literacy
Training course, a bespoke course for Bloomsbury colleagues
helped by Bloomsbury author Jen Gale and the award-winning
team at The Carbon Literacy Trust. The course aims to help staff
understand the actions they can take as individuals. We have
run seven courses and have now rolled out availability across
Bloomsbury offices globally.
Flexible office working
Bloomsbury’s hybrid work policy means Bloomsbury can reduce
its transportation-related emissions per full time employee
from an overall reduction in staff commuting as well as energy
consumption in our office buildings. Bloomsbury’s full time
employees have increased by 41% since the base year of
2019/2020, whereas emissions associated with Employee
Commuting (category 7) have only increased by 35%,
demonstrating an overall reduction in emissions per full-time
employee. Our consumption has reduced from 707,568 kWh in
2019/2020 to 557,051 kWh in 2023/2024.
Sustainable production
We are committed to reducing the environmental impact of
our print products. To that end, we work primarily with Forestry
Stewardship Council (“FSC”) accredited suppliers, and in North
America with Sustainable Forestry Initiative (“SFI”) suppliers to
ensure that our paper is FSC or SFI certified.
During 2023/2024, we made several changes to our paper
sourcing. Increased oversight of paper related emissions has
informed strategic paper-purchasing decisions, enabling a move
towards low-carbon paper with our biggest UK print supplier.
Print-on-demand
Changes in print technology are making it increasingly
economical to manufacture books at the time of, and in the
quantity needed for, sale, and in some cases in the territory of
sale. This reduces the CO
2
generated by pulping, recycling and
transporting unsold books.
Digital publishing and e-formats
Our editorial strategy and XML-based production workflow
embrace digital publishing and the potential benefits this may
bring to the environment. Our focus on digital formats and
products allows millions of students to access essential resources
without using paper and enables consumers to purchase
Bloomsbury titles in digital formats should they wish to avoid the
consumption of paper products.
Next steps
During 2024/2025, we aim to achieve the following to continue to
advance our sustainability objectives:
• Launch a suite of sustainable benefits for staff;
• Continue to work with our key suppliers to gather accurate data
and achieve our emissions reduction targets;
• Develop our transition plan. See pages 66 to 81 for
further information about our approach to developing a
transition plan;
• Launch Bloomsbury’s new travel policy and travel booking
portal that will enable us to track emissions related to business
travel;
• Continue to engage and educate colleagues through our
Carbon Literacy Training course which 5% of staff have
attended and are being delivered monthly in 2024/25; and
• Continue to work with our partners and peers within the
industry to drive change throughout the publishing supply
chain, for example we are collaborating with the aim of creating
an industry-wide tool kit to enable the publishing industry to
provide standardised Carbon Literacy training.
2023/2024 Environmental performance
We report on our greenhouse gas emissions as required by
the Companies Act 2006 (Strategic Report and Directors’
Report) Regulations 2013. We also report on our greenhouse
gas emissions, waste production and water consumption in
alignment with the 2006 Government Guidelines, Environmental
Key Performance Indicators and Reporting Guidelines for UK
Businesses. In respect of greenhouse gases, we report stationary
fuel use (on-site consumption of natural gas, diesel and fuel
oil), vehicle fuel use, refrigerant use and electricity use in kWh,
converted to tonnes of CO
2
e following the protocols provided
by the Department for Environment, Food and Rural Affairs
(“DEFRA”). Emissions have been categorised against the
Greenhouse Gas Protocol scopes of reporting. The analysis of
the Group’s emissions, together with waste production and water
consumption, is performed by an independent external advisor,
SLR, based on data we have provided and publicly available
proxies to estimate activity data where required.
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Bloomsbury Publishing Plc
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Fuel and electricity consumption
2023/2024 2022/2023
United Kingdom Global (ex-UK) United Kingdom Global (ex-UK)
Emissions Category
Energy
(kWh)
Emissions
(tCO
2
e)
Energy
(kWh)
Emissions
(tCO
2
e)
Energy
(kWh)
Emissions
(tCO
2
e)
Energy
(kWh)
Emissions
(tCO
2
e)
Fuel Consumption - Stationary (Scope 1) 186,842 34 180,074 48 208,099 42 167,640 48
Fuel Consumption - Mobile (Scope 1)
102,703 23 8,607 2 79,568 19 3366 1
Fugitive Emissions (Scope 1)
N/A 2 N/A 30 N/A 5 N/A 2
Electricity (Scope 2, location-based*) 557,052 115 416,435 164 556,188 108 469,012 160
Electricity (Scope 2, market-based*)
557,052 – 416,435 – 556,188 – 469,012 –
Total scope 1 and 2 (location- based)
846,597 175 605,116 244 843,855 174 640,018 211
Total scope 1 and 2 (market-based)
846,597 59 605,116 80 843,855 66 640,018 51
Greenhouse gas emissions: Scope 1 and 2
Total Scope 1 and 2 (market-based) GHG emissions for 2023/2024 were 139 tCO2e. Scope 1 makes up 100% of these emissions as we
purchase 100% renewable energy for all our offices direct from the supplier or via the purchase of Renewable Energy Certificates.
Scope 1 emissions increased 20% year-on-year, predominantly due to the need for a one-off increase in refrigerant gas in the New York
office.
Quantity
Absolute tonnes CO
2
e Normalised tonnes CO
2
e
per £m revenue
GHGs Data source and calculation
methods 2023/2024 2022/2023 Base year 2023/2024 2022/2023 Base year
Scope 1 Direct impacts
Stationary
fuel use
Actual consumption in kWh.
Where not available, data was
estimated using available actuals
or proxies. BEIS emissions factors
were used to convert kWh to
GHG emissions.
82 90 96 0.2 0.3 0.6
Fugitive
emissions
Actual data in kg. Where not
available, an estimated intensity
was derived from available data
and apportioning based on floor
area. BEIS emissions factors
were used to convert refrigerant-
specific kg to GHG emissions.
32 8 63 0.1 0.0 0.4
Company
cars
Annual consumption in litres.
Litres were converted to kWh
and to emissions using BEIS
conversion factors.
25 20 14 0.1 0.1 0.1
Total
Scope 1
139 118 173 0.4 0.4 1.1
Stock code: BMY
Annual Report and Accounts 2024
63
Strategic Report
Our Environment
continued
Quantity
Absolute tonnes CO
2
e Normalised tonnes CO
2
e
per £m revenue
GHGs Data source and calculation
methods 2023/2024 2022/2023 Base year 2023/2024 2022/2023 Base year
Scope 2
Impacts
Electricity
use –
location-
based
emissions
Actual annual consumption of
purchased electricity in kWh.
Where data was not available,
data was estimated using
available actuals or proxies.
For location-based emissions
calculations, consumption data
was converted to emissions
according to the regional factor.
280 267 354 1.0 1.0 2.2
Electricity
use –
market-
based
emissions
Since 2022/2023, Bloomsbury
has purchased 100% renewable
energy either direct from
suppliers or non-renewable
consumption data has been
converted to emissions according
to the residual mix emission
factor for the region.
0 0 446 0 0 2.7
Total
Scope 2
0 0 446 0 0 2.7
Total
Scope 1+ 2
(Location-
based)
419 386 527 1.2 1.5 3.2
Total
Scope 1+2
(Market-
based)
139 118 619 0.4 0.4 3.8
1 Previously, we have reported water and waste as part of our Scope 2 reporting. This is captured in the Scope 3 table below; water is part of category 1 (PG&S)
and waste is part of category 5 (Waste generated in operations).
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Greenhouse gas emissions: Scope 3
Bloomsbury’s total Scope 3 emissions for 2023/2024 were 67,206 tCO
2
e (2022/2023: 37,350 tCO
2
e). Category 1 (purchased goods and
services) contributed to 87% of Bloomsbury’s total value chain emissions, with category 4 (upstream transportation and distribution)
contributing to a further 8%.
The table below shows the breakdown of Scope 3 emissions by category.
Activity 2023/2024 2022/2023
Base year
2019/2020
Revenue
intensity
(2023/2024)
Revenue
intensity
(2022/2023)
Base year
2019/2020
Relevant to
Bloomsbury
1. Purchased goods and
services (“PG&S”) 58,320 29,485 24,756 170.2 111.6 152.2 Relevant
2. Capital goods
– – – – – –
Relevant,
included
within PG&S
3. Fuel- and energy-related
activities
113 115 122 0.3 0.4 0.7 Relevant
4. Upstream transportation
& distribution 5,177 5,442 10,101 15.1 20.6 62.0 Relevant
5. Waste generated in
operations
24 32 34 0.1 0.1 0.2 Relevant
6. Business travel 1,223 478 916 3.6 1.8 5.6 Relevant
7. Employee commuting 585 587 434 1.7 2.2 2.7 Relevant
8. Upstream leased assets 5 1 4 0.0 0.0 0.0 Relevant
9. Downstream
transportation and
distribution 1,269 694 876 3.7 2.6 5.4 Relevant
10. Processing of sold
products – – – – – – Not Relevant
11. Use of sold products – – – – – – Not Relevant
12. EOL treatment of sold
products 487 516 471 1.4 2.0 2.9 Relevant
13. Downstream leased
assets – – – – – – Not Relevant
14. Franchises – – – – – – Not Relevant
15. Investments 2 2 – 0.0 0.0 – Relevant
Total
67,206 37,350 37,713 196.1 141.4 231.8
1 In 2023/2024, Bloomsbury restated base year emissions across Scope 1 and 2 and Scope 3 using current methodology and the use of more granular data
in our emissions calculations. We have restated the 2022/2023 and 2019/2020 (base year) comparatives in the table above. Restated figures include data for
acquired companies ABC-CLIO and Head of Zeus from the base year.
The increase in category 1 (Purchased Goods and Services) between 2022/2023 and 2023/2024 predominantly reflects the increased
granularity of supplier-specific paper related emissions data (also reflected in the restatement of prior years) alongside significant increase in
paper used in the production of best-selling titles, reflecting the exceptional sales during the year.
The reduction in category 4 (Transport and Distribution) emissions from the base year to 2023/2024 represents a near total end to air freight
and successful focus on stock control.
Business travel, commuting and teleworking emissions have increased driven by growth in the Group’s staff and global operations since the
base year.
Stock code: BMY
Annual Report and Accounts 2024
65
Strategic Report
Our Environment
continued
Total Scope 1, 2 and 3 emissions (tCO
2
e)
The total Scopes 1, 2 and 3 emissions (market-based) for Bloomsbury in 2023/2024 is 67,345 tCO
2
e (2022/2023 37,467 tCO
2
e).
Scope 2023/2024 2022/2023
Base year
2019/2020
Revenue
intensity
(2023/2024)
Revenue
intensity
(2022/2023)
Base year
2019/2020
Total Scope 1 139 118 173 0.4 0.4 1.1
Total Scope 2 (Location-based)
280 267 354 0.8 1.0 2.2
Total Scope 2 (Market-based)
0 0 446 0.0 0.0 2.7
Total Scope 3 67,206 37,350 37,713 196.1 141.4 231.8
Total Scope 3 Category 1 (PG&S)
58,320 29,485 24,756 170.2 111.6 152.2
Total emissions (Market-based) 67,345 37,468 38,332 196.5 141.8 235.6
Total emissions (Location-based)
67,625 37,735 38,240 197.3 142.8 235.1
1 Bloomsbury’s reduction targets are market-based emissions
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Bloomsbury Publishing Plc
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Task Force on Climate-Related
Financial Disclosures (TCFD)
Compliance Statement
Bloomsbury’s disclosures are in accordance with the Financial Conduct Authority (“FCA”) Policy Statement 20/17 and listing rule LR
9.8.6R(8), consistent with the 11 Task Force on Climate-related Financial Disclosures (“TCFD”) recommendations.
The table summarises the Group’s compliance with the TCFD-recommended disclosures, and, where the Group partially complies, the steps
we are taking with a view to being able to achieve full disclosure against the TCFD recommendations.
Bloomsbury is also compliant with the UK Government’s introduction of mandatory climate-related financial disclosures (CFD) through the
Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022.
TCFD Recommendations Status Reference
Governance
a) Board oversight Comply Core information: pages 68 and 69
b) Management’s role Comply Core information: pages 68 and 69
Strategy
a) Climate-related risks and
opportunities
Comply Core information: pages 70 to 74
b) The impact of climate-related
risks and opportunities
Comply Core information: pages 70 to 76
c) The resilience of the
organisation’s strategy
Partially comply Core information: pages 71 to 80
• Financial planning: We have assessed the potential impact from
climate risks and opportunities qualitatively and quantitatively
where feasible. As our understanding of climate risks and
opportunities evolves, we will incorporate key impacts into our
financial planning.
• Transition plan: In 2024/2025, we will continue to incorporate
our actions to mitigate impacts, decarbonise and build climate
resilience into a transition plan that describes our targets and
actions.
Risk Management
a) Identifying and assessing
climate-related risks
Comply Core information: pages 71 to 81
b) Managing climate-related
risks
Comply Core information: pages 71 to 81
c) Integration into overall risk
management
Comply Core information: page 79
Metrics & Targets
a) Climate metrics Partially comply Core information: pages 70 to 81
• TCFD cross-industry climate-related metrics and targets: The
Company is reporting against several TCFD metric categories. We
will continue to assess the feasibility of reporting against further
climate-related metrics.
b) GHG emissions Comply Core information: pages 63 to 66
c) Climate targets Comply Core information: page 61
Stock code: BMY
Annual Report and Accounts 2024
67
Strategic Report
Task Force on Climate-Related
Financial Disclosures (TCFD)
continued
Response to the Task Force on Climate-
related Financial Disclosures (“TCFD”)
Bloomsbury recognises the importance of sharing climate-related
information with our stakeholders. We are committed to making
disclosures in alignment with the TCFD recommendations to
demonstrate how we identify, assess and manage our climate-
related risks and opportunities.
The climate scenario analysis and quantification results set
out in the following pages show the hypothetical potential
financial impact of selected risks arising from climate change
across different climate scenarios over the period 2024/2025 to
2050/2051. There are uncertainties inherent in climate scenarios
and these uncertainties increase with the length of time period
being considered. Our analysis indicates that even without the
mitigating actions in place or being planned, the Group is not
expected to be significantly impacted by climate issues. With
mitigating actions, the effect on the Group is not material.
Governance
Governance structure for climate-related matters
The Board is responsible for the oversight of climate-related
matters and has responsibility for approving substantive
strategies for reducing the environmental impact of the Group’s
business operations and addressing climate risk. The Executive
Committee implements these substantive strategies through the
executive management of core business Divisions and functions.
Climate-related responsibilities are led by the Group Director of
People and Engagement and distributed across the organisation,
with several committees having key roles. These committees
include other members of the Executive Committee and senior
production and operations managers, ensuring comprehensive
expertise regarding the impact and significance of climate-related
matters throughout the Group’s value chain.
The Remuneration Committee assists the Board in aligning the
Remuneration Policy with the Group’s strategy, including climate-
related matters. For 2024/2025, bonus objectives for Executive
Directors include a 4% weighting for the achievement of Scope 1
and 2 GHG emission-reduction targets.
The organisational structure on page 69 describes the
responsibilities of the Board and each committee that is involved
in climate governance
1
.
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Bloomsbury Publishing Plc
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Sustainability Steering
Committee (SSC)
Oversees sustainable initiatives and
strategic responses to climate risks and
opportunities. The Head of Sustainability
liaises with the Global Head of
Operations and the Heads of Production
following SSC meetings and feeds back
on progress of initiatives to the SSC.
The committee comprises members of
the EC, including the Chief Executive
and CFO, as well as cross-functional
representation from Operations,
Production, Finance, Legal and Cosec.
TCFD Steering
Committee
Responsible for the assessment of
climate-related risks and opportunities
and consideration of response
strategies. Reviews and approves
climate-related disclosures in line
with TCFD recommendations.
Thecommittee has cross functional
representation from key divisions and
functions across the Group to ensure the
potential impacts of climate change are
appropriately assessed and managed.
Key members of the EC, including the
CFO, sit on the committee.
Bloomsbury Board
Oversees the Group’s Principal Risks and has overall responsibility for climate-related
matters, including the approval of substantive strategies for reducing the Group’s
environmental impact and addressing climate-related risk.
Executive
Committee
Responsible for the
formulation and
execution of the Group’s
sustainability roadmap
and environmental
policy, including
monitoring performance
against climate-related
targets. Responsible for
daily operational control
of climate-related risks.
Audit
Committee
Responsible for
reviewing the
Company’s Annual
Report and Accounts
and scrutiny of climate-
related disclosures.
Reviews internal
controls and risk
management processes
which incorporate
management of climate-
related risks.
Remuneration
Committee
Responsible for ensuring
that the remuneration
policy for the Board
aligns with Group
strategy, and for the
incorporation of climate-
related performance
targets and metrics
into the remuneration
schemes. Monitors
performance against
targets.
Setting direction
Divisional and Functional Management
Climate considerations are accounted for across teams at Bloomsbury with department
heads responsible for overseeing all operational aspects of the business, including
planning and executing day-to-day activities related to production, distribution, and other
business functions.
Board oversight of climate issues Management oversight of climate issues Information flows
Key:
Group Head
of People and
Engagement
and Head of
Sustainability
The Head of
Sustainability chairs the
Sustainability and TCFD
steering committees
and advances
Bloomsbury’s response
on climate change
including representing
Bloomsbury on the
Publishers Association
Sustainability Task Force.
Committee meeting frequency: Board alternate months, Audit Committee usually three times per annum, Remuneration Committee usually four times per
annum, Executive Committee twice per month and Sustainability Steering Committee and Climate Risk and Reporting (which includes the TCFD Steering
Committee) four times per annum.
Stock code: BMY
Annual Report and Accounts 2024
69
Strategic Report
Task Force on Climate-Related
Financial Disclosures (TCFD)
continued
Strategy
Bloomsbury uses a TCFD-aligned climate scenario analysis to
assess climate-related risks and opportunities for our business.
This analysis assesses hypothetical potential impacts over longer-
term time horizons across uncertain climate futures.
2021/2022 – 2023/2024: Strategically important
climate-related risks and opportunities: Identification,
Qualitative Assessment and Quantification
We have identified climate risks and opportunities relevant
to Bloomsbury’s business through internal and external cross-
functional engagement, sector and policy research, country-
specific regulation and climate scenario research. This involved a
comprehensive review of major trends in the publishing industry,
including digitisation, to inform the Group’s understanding of
how climate issues may manifest over time. The identified risks
and opportunities are disclosed on pages 71 to 74.
We then conducted a qualitative assessment of identified risks
and opportunities across three climate scenarios and time
horizons to understand the relative significance of each for the
Group. We assessed vulnerability, magnitude of impact and
likelihood. Climate-related opportunities have been assessed
based on the size of the opportunity and the Group’s ability to
execute. We have quantified the risks and opportunities identified
above since 2022/2023.
2024/2025 onwards: Integrate, respond and monitor
– continue to develop climate resilience and integrate
climate considerations appropriately into business
processes and planning
• Integrate the relevant climate risks and opportunities into
the Group’s existing processes to develop climate resilience
and inform decision-making, identify mitigating actions and
including, where appropriate, financial planning.
• Assess the opportunity for combining the Group’s
decarbonisation and resilience planning into a transition
plan with near and long-term targets, interim milestones and
actions.
• Ongoing engagement with key suppliers, including printers
and distributors, to understand the potential impact of climate
change on their operations and mitigating actions.
Climate Scenarios
The assessment of climate-related risks and opportunities was
conducted using publicly available projected data against three
hypothetical climate scenarios sets, as shown in the table below.
Each scenario is based on hypothetical assumptions about global
climate policy intervention and socio-economic changes, which
lead to varying ranges of temperature outcomes. As a result, the
climate data projections used vary significantly and result in a
wide range of potential future financial impacts.
Scenario set Ambitious climate policy Middle of the road High warming
Description
• Early and/or ambitious
action to support the
transition to a net zero
economy.
• Incentives are introduced
to put a cost on carbon
and increase demand for
low-carbon products and
services.
• Late, disruptive and/or unanticipated
action, no earlier than 2030.
• Action is slower and delayed
compared to the orderly transition,
resulting in more extreme action
taken in the longer term to make up
for the lost time.
• A high warming scenario with
limited action being taken
beyond what has already been
committed, leading to continued
global warming and significant
increases in exposure to physical
climate risks.
Data sources
• NGFS’s
1
Orderly Transition
including REMIND-MAgPIE
3.0–4.4 Net Zero 2050 &
Below 2°C
2
.
• IEA’s
3
WEO
4
Net Zero
Emissions.
• IPCC’s
5
SSP61–2
6
.
• National Grid Future
Energy Scenario, Leading
the Way.
• NGFS’s Disorderly Transition scenario
including REMIND-MAgPIE 3.0–4.4
Delayed Transition & Divergent Net
Zero.
• IEA’s WEO Announced Pledges.
• IPCC’s SSP2–4.5.
• National Grid Future Energy Scenario,
Systems Transformation.
• NGFS’s Hot House World scenario
including REMIND-MAgPIE
3.0–4.4 Current policies & NDCs.
• IEA WEO Stated Policies.
• IPCC’s SSP5–8.5.
• National Grid Future Energy
Scenario, Falling short.
Temperature
outcome range
1.4°C to 1.8°C 1.4°C to 2.7°C 2.6°C to 4.4°C
1 NFGS – Network for Greening the Financial System
2 REMIND-MAgPIE 3.0-4.4 is an integrated assessment model from the Potsdam Institute for Climate Impact Research
3 IEA – International Energy Agency
4 WEO – World Energy Outlook
5 IPCC – Intergovernmental Panel on Climate Change
6 SSP – Shared-Socioeconomic pathway
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Climate risks and opportunities have been assessed across three time horizons: (i) short term (0–5 years), to align with the Group’s strategy
planning cycles; (ii) medium term (5–10 years), to align with the Group’s near-term reduction targets; and (iii) long term (10+ years to 2050) to
align with the UK’s Net Zero 2050 goal.
Climate Risks and Opportunities
(Not disclosed in order of priority)
Market trend Assessment result
Increase in competition for
manufacturing capacity,
materials and distribution
There has been a global rise in
competition for print manufacturing
capacity, raw materials and distribution,
driving up the cost of sales. While
this may incentivise operational
efficiencies and product specification
rationalisations with associated
reductions in carbon emissions, the
feasibility of optimising our approach is
dependent on the cooperation of our
suppliers and on collaboration between
publishing houses via concerted
lobbying of the supplier base.
Climate-related risks and opportunities
• R1. Inflated cost of sales related to the request for the
implementation of sustainable practices or material
choices. Put simply, ‘green’ options cost more at present.
• O1. Potential cost savings derived from operational
efficiencies and specification changes.
Potential management response
• Assess the feasibility of efficiencies in production and
distribution.
• Seek opportunities to partner with suppliers to reduce
carbon emissions through specification adjustments and
materials choices in collaboration with our industry peers.
• Consider adjustments to product pricing.
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
Dependence on localised
supplier specialisms
The book and games manufacturing
industries have evolved to create
localised product specialisms. This
results in longer-distance transport
routes that are inherently exposed to
physical hazards, which could increase in
likelihood and magnitude.
Climate-related risks and opportunities
• R2. Extreme weather events such as storm surges can
disrupt land and sea transport networks causing delays in
production and distribution.
• R3. Longer transport routes result in higher carbon
emissions and distribution costs. In some instances, there
are no alternatives.
Potential management response
• Integrate climate considerations alongside printing and
distribution costs when selecting printing suppliers and
distribution partners.
• Explore product design modifications to enable
alternative manufacturing locations.
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
Stock code: BMY
Annual Report and Accounts 2024
71
Strategic Report
Task Force on Climate-Related
Financial Disclosures (TCFD)
continued
Market trend Assessment result
Growing demand for
transparency around
environmental impact
There is a general rise in stakeholder
expectation to increase transparency
over carbon emissions resulting from
the production of goods and services.
The publishing industry is seeking to
standardise the calculation of embodied
carbon emissions and exploring the
idea of a book ‘carbon label’ to inform
customers as to the carbon emissions
associated with individual books.
Climate-related risks and opportunities
• R4. Potential reputational impact and related loss of
revenue if we are perceived to be carbon-intensive in
comparison with our peers.
• R5. Continued consumer demand for carbon intensive
design and packaging disincentivises decarbonisation of
product.
Potential management response
• Evaluate tools and resources in development by industry
associations that enable carbon accounting in our
production and design.
• Remain an active participant in industry association
discussions regarding the development of industry-
specific carbon standards.
• Explore opportunities to influence market preferences in
favour of goods with reduced environmental impact.
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
Market transition to net zero
To incentivise the transition to net zero,
the price of carbon will become more
apparent, through carbon regulations,
carbon pricing mechanisms (global
carbon markets and carbon taxes) and
the potential knock-on impact to fossil
fuel prices.
Climate-related risks and opportunities
• R6. Increased costs of raw materials and distribution due
to pass-through of transition costs.
• R7. Higher operational costs related to our direct energy
consumption and related carbon emissions.
• R8. Increase capital expenditure for new technologies/
low carbon materials and production processes to reduce
carbon emissions related to our activities.
• O2. Conversely, this would also reduce exposure to future
potential transition costs identified above.
Potential management response
• Potential risks through business operations, including
increased digitisation.
• Achieve our science-based targets through the
identification and assessment of carbon-reduction
measures across our value chain.
• Use the results of the TCFD quantitative climate scenario
analysis to strengthen the business case for investment in
decarbonisation measures.
• Consider adjustments to product pricing.
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
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Market trend Assessment result
Digitisation of media
Digital content has become an
increasingly important format for certain
customer groups. However, preference
continues to shift between print and
digital formats and there remains
uncertainty associated with the climate
impacts of digital publishing. While it
is expected that energy consumption
will increase with business growth, the
relationship between carbon emissions
and changes in volumes of print and
digital content is not yet clear.
Climate-related risks and opportunities
• R9. Unable to project future carbon emissions related
to specific market formats and channels, resulting in
uncertain exposure to future climate risk.
• R10. Reputational risk if we are unable to provide an
adequate response to potential stakeholder enquiries
relating to the climate impact of digitisation.
Potential management response
• Increase the proportion of renewable and low-carbon
energy sources in our operations and encourage digital
suppliers to do the same.
• Participate in industry associations that are developing
tools and resources that will support Bloomsbury to
understand the life cycle emissions of all our product
formats and channels.
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
Growth in publishing content
on climate change
There is an increasing volume of climate-
related Academic research that, when
published, can broaden discovery and
understanding, as well as support higher
education in this field.
Climate-related risks and opportunities
• O3. Increase in revenue from demand for content aligned
with SDG13: Climate Action, as well as other global goals
aligned to clean energy, responsible consumption and
production, and biodiversity.
• O4. Enhanced reputation for publishing academic content
that encourages interaction with the principles of the
United Nations Sustainable Development Goals (SDGs).
Potential management response
• Begin to explore academic content to align with SDGs
and increase publication of information linked to climate
change.
• Identify opportunities to collaborate within the industry
to drive sustainable content, following on from previous
initiatives such as the UN SDG Book Club.
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
The publishing industry is
collaborating to address climate
impacts
Working as an industry body presents an
opportunity to collectively assess, invest
and benefit from possible efficiencies
across the supply and distribution
network with the aim of facilitating
carbon emissions reductions that are
associated with the publishing industry.
Climate-related risks and opportunities
• O5. Increase in decarbonisation initiatives in the supply
chain through supplier partnerships and collaboration.
Potential management response
• Continue to collaborate with our peers and suppliers on
industry-wide climate initiatives. The extent of knowledge
sharing and coordinated activities may be subject to
restrictions under competition law.
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
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Market trend Assessment result
Increase in likelihood of
climate-related physical
hazards
There is an expected increase in the
likelihood of extreme weather events
and chronic climate anomalies in the
future. Hazards related to climate
change (including heat stress, water
scarcity, flooding, storm surges, wildfire,
etc.) could impact operations across the
publishing value chain, from pre-press,
to suppliers, to distribution, and to retail.
Climate-related risks and opportunities
• R11. Physical hazards can result in a reduced availability of
materials, resulting in suppliers charging high prices.
• R12. Delays in supply and distribution of products, or in
worst-case scenarios a loss of products, resulting from
extreme weather events.
• R13. Damage to manufacturing plants reduces supplier
production capacity.
• R14. Shift in sales to online channels in response to severe
weather conditions.
Potential management response
• Mitigate risks by building further resilience in our value
chain.
• Further assess physical risk at key manufacturing plants
and associated potential financial impact.
• Build resilience in production by identifying alternative
suppliers and supplier regions, supporting adaptation
planning, and forward purchasing paper.
• Extend schedules to account for potential delays in
distribution.
• Identify opportunities to increase online marketing to
mitigate impacts from the shift to online retail.
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
Enhanced market focus on
biodiversity and the value of
ecosystem services
In recent years, businesses have been
expected to accelerate the adoption
of sustainable procurement of natural
resources, such as using FSC/SFI-
certified paper. There is also emerging
regulation on forestry protection, as
well as expectations for companies to
increase nature-related disclosures.
As a result, there is increasing scrutiny
concerning the rigour of these
standards in protecting habitats, and the
importance of the industry in upholding
the integrity of standards to limit the
degradation of biodiversity.
Climate-related risks and opportunities
• R15. Higher price of raw materials that meet sustainable
sourcing standard requirements.
• R16. Reputational impacts should evidence indicate that
the effectiveness of standards has low, no, or negative
impact on biodiversity and environmental systems.
• O6. Opportunity to increase nature-related positive
impacts through industry collaboration on due diligence
of standards.
Potential management response
• Expand supplier engagement plans to tier 2 and tier 3
suppliers in order to understand opportunities to have a
positive influence on biodiversity.
• Engage with industry bodies and associations (e.g. the
Publishers Association) and peers to investigate the
issue of biodiversity loss and the effectiveness of FSC in
tackling biodiversity issues, including an understanding
as to whether there are grades of performance within the
various sustainable procurement standards.
• Consider adjustments to product pricing.
Time Horizon
Ambitious
policy
Middle of
the road
High
warming
Short Medium Long
Scenarios
Task Force on Climate-Related
Financial Disclosures (TCFD)
continued
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Quantification of potential impact of climate change
The potential future financial impact from relevant climate risks has been modelled as ‘climate-adjusted net present value’ (“NPV”). This sets
out hypothetical cumulative cashflow impact to the Group across climate scenarios (described on page 70) over the period from 2024/2025
to 2050/2051.
The climate scenario sources used for the quantitative assessment are summarised in the table below.
Physical impacts Transition impacts
External data
• Data from Climate Insights, from CLIMsystems. This data
shows the potential future change in climate variables
based on Global Climate Models (“GCMs”) of the coupled
model intercomparison project (“CMIP6”) for periods from
2005 to 2070, under the selected shared socioeconomic
pathway (“SSP”) scenarios of SSP1-2.6, SSP2-4.5 and SSP5-
8.5 (see page 70 for scenario description).
• The data was prepared for nine asset locations across the
UK, US, India, China and Australia.
External data
• Data from the International Energy Agency’s World
Energy Outlook report, and its Global Energy and Climate
Model, were used to model the potential future impacts
of energy prices and carbon pricing mechanisms. The
projections account for macro drivers such as population
and economic developments as well as techno-economic
inputs for the period 2021 to 2050, with ten-year
increments under scenarios Stated Policies, Announced
Pledges, and Net Zero Emissions.
Internal data
• Seven key print and logistic suppliers with an associated
nine locations of primary assets were identified by the
Group.
• The revenue generation associated with each supplier site
was correlated to potential productivity losses from climate
change.
Internal data
• Transition impacts were assessed for the Group, using
energy and emissions data, as well as the current price
of utilities, aggregated at country level, reflecting our
operations in the UK, US, India and Australia.
• Emissions associated with the Group’s paper, print, and
logistic suppliers were modelled. Emissions were mapped
to emerging and advanced economies as defined by the
International Energy Agency (“IEA”) based on the location
of the main business activities.
Quantification results for selected transition and physical climate-related risks
The diagram below and the table on page 76 further describe the Group’s approach to the quantification of selected risks, and sets out the
assessment of the potential NPV financial impact of the selected risks.
The NPV effects over the whole time period set out below should be seen in the context that the net cash generated by the Group from
operating activities in 2023/2024 was £65.8m.
Select risks and opportunities
for quantification
Develop impact pathways
defining risk-impact rationale,
and data requirements
Determine potential financial
impact (NPV) across aspects
of our value chain
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Financial Assessment
Risk Risk drivers Value driver Impact category
Ambitious
policy
Middle of
the road
High
warming
Transition Risks
To transition to a low-carbon economy, policy intervention to encourage and drive the shift to low-carbon solutions will be required.
R6. Increased costs
of raw materials and
distribution due
to pass-through of
transition costs.
Paper and print
suppliers may face
carbon taxes on their
own operational
emissions which may
be passed on to
Bloomsbury.
• Carbon tax on
print supplier
emissions.
Increased transition
cost of paper and
print.
Transition and
distribution supplier
may face additional
taxes on fuel use
and on warehouse
emissions which may
be passed on to
Bloomsbury.
• Carbon tax on
logistic emissions.
Increased transition
cost of distribution.
R7. Higher
operational costs
related to our direct
energy consumption
and related carbon
emissions.
The price of energy
may change and
carbon pricing
mechanisms may
be introduced and
expanded to cover
our Scope 1 and 2
emissions.
• Carbon tax on
Scope 1 and 2
emissions.
• Electricity price
changes.
• Natural gas price
changes.
Increased cost of
direct operations.
Physical risks
An increase in climate hazards, including heat stress, flooding, storms, etc., in the future results in disruption to provision of goods and
services to Bloomsbury.
R2. Extreme weather
events such as
storm surges can
disrupt land and sea
transport networks
causing delays in
production and
distribution.
R12. Delays
in supply and
distribution of
products, or in
worst-case scenarios
a loss of products,
resulting from
extreme weather
events.
R13. Damage to
manufacturing
plants reduces
supplier production
capacity.
Reduced logistics
efficiency due to
temporary shutdowns
or reduce efficiency
due to temporary
shutdowns or reduced
efficiency of workers.
As a result, Bloomsbury
may be indirectly
affected if it is not able
to distribute or hold
products as planned
and on schedule.
• Productivity loss
from 13 different
climate hazards
at specific site
locations – loss of
revenue.
Climate disruption
at key distribution
locations.
Reduced production
capacity at key
printer locations
due to temporary
shutdowns or reduced
efficiency. As a results,
Bloomsbury may be
indirectly affected if it
is not able to achieve
planned production.
• Productivity loss
from 13 different
climate hazards
at specific site
locations – loss of
revenue.
Climate disruption
at key printer
locations.
Task Force on Climate-Related
Financial Disclosures (TCFD)
continued
Lower estimated impact (less than £1m) Average estimated impact (£1m-£10m)
Higher estimated impact (£10m-£26m)
Key:
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Transition impacts:
• In a low-carbon transition, our modelling assumes increased
costs without mitigation or actions to decarbonise or continue
investment into sustainable procurement and operational
practices. This risk is estimated to be greatest under an
ambitious policy climate scenario and without mitigating
actions.
• Bloomsbury is not aware of any current or planned policies
which mean that its suppliers are subject to or exposed to a
carbon pricing mechanism. However, recognising that carbon
pricing is likely to be required to achieve global goals to limit
climate change, we have modelled the potential impact of a
carbon tax based on supplier emissions, as indicated in the
table on page 76.
• Many of the Group’s suppliers are likely to be subject to
changes in operating costs from energy and climate-related
policies. These additional costs are likely to be passed down
to customers through increased prices of goods and services.
Bloomsbury will review the feasibility of quantifying the
potential impact of such increases.
• Bloomsbury is investigating opportunities to manage its
transition risk exposure and seize opportunities to reduce
emissions across the value chain as part of its emission targets
and associated reduction pathways.
Physical impacts:
The expected increase in frequency and severity of extreme
weather events, as well as gradual changes to the climate, may
affect operations across the Group’s value chain. The physical
risks with the greatest potential impact on the Group were
identified as potential disruption to production capacity and
delayed distribution of print products.
Historically, Bloomsbury has not experienced significant weather-
related disruptions to the production and distribution of print
products. We have mitigated any disruption by reallocating
services to alternative suppliers and this agile approach is core to
the resilience of our value chain.
Climate Resilience Strategy
Understanding the potential impacts of climate-related risks and
opportunities is central to our assessment of the Group’s strategic
resilience to climate change over time. Bloomsbury recognises
the importance of engaging with suppliers, peers and other
partners in achieving our climate-change targets and managing
identified climate risks and opportunities.
Bloomsbury’s strategic actions are described below: Additional
information is set out on pages 60 to 66.
• Digital publishing: Bloomsbury Digital Resources, a significant
growth area for the Group, as well as ebooks and audio, are not
exposed to the transition and physical risks applicable to print.
Bloomsbury’s successful digital strategy means it is well placed
to adapt to the transition and physical risks identified above.
We will monitor emerging guidance on emissions associated
with digital products.
• Author, customer and consumer awareness: Actively
increasing our publishing relating to sustainability and climate,
as well as raising awareness on sustainable book production
measures to encourage consumer demand for lower carbon
products.
• Supplier engagement: Engaging with print suppliers to
improve understanding of upstream environmental impacts
and identify opportunities to reduce environmental impacts.
• Low-carbon production: Exploring the use of alternative
materials and designs to reduce the environmental impact of
the Group’s print products.
• Print strategies: Increasing print on demand and local printing
to reduce overproduction and emissions from transportation.
• Adjustments to product pricing: Continually reviewing
product pricing to ensure products are priced appropriately.
• Decarbonisation in offices: Identifying energy efficiency
measures, switching to renewable energy where possible,
and implementing behavioural change programmes to
decarbonise.
Developing Bloomsbury’s Transition Plan and Resilience Response
Approach to developing a transition plan
Understand
environmental
impact
Assess hot
spots of impact
Identify
opportunities
to mitigate and
adapt
Review
alignment of
action with
targets (near
and long-term)
Implement
measures to
reduce impact
Monitor
and report
progress and
performance
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Task Force on Climate-Related
Financial Disclosures (TCFD)
continued
Actions feeding into the development of Bloomsbury’s transition plan are shown below.
2024/2025
2025/2026
2026/2027
2027/2028
2028/2029
2029/2030
2030/2031
2040/2041
2050/2051
Direct
operations
Employees
Suppliers
Investors
and other
stakeholders
Consumers
Advocacy
Data improvement for most material emission categories, as well as monitor
emerging guidance on the environmental measurement of digital products
Develop and deliver supplier
engagement strategy.
Climate education for Board and senior leadership, as well as across the Company.
Identify and
implement
actions to further
decarbonise
upstream
emissions by
collaborating
with suppliers to
achieve shared
goals.
Increase procurement of renewable electricity.
Encourage and support behaviour-led environmental initiatives.
Identify and implement energy efficiency and fuel
switching.
Implement
systems to
better manage
data.
Identify and implement
actions to align direct
operations with net zero.
Near-
term
SBT.
Near-
term
SBT.
Continue regular meetings with key
suppliers
Identify and implement levers to reduce
emissions across emission sources.
Responding to requests from shareholders and other stakeholders on sustainability
Engage and contribute to key industry bodies, including Publishers Association Sustainability Task Force, the
Independent Publishers Guild Sustainability Action Group, and the Book Industry Communication Green Supply
Chain Committee
Increase published content on climate change information.
Identify and implement actions to reduce the carbon intensity of products sold, to meet increasing awareness of
sustainability issues and grow digital products.
Working towards book industry standard for carbon labelling,
supporting consumers to understand the environmental
impact of published contents.
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Risk Management
Climate Risk Assessment Methodology
We have assessed the climate-related risks and opportunities relevant to the Group over three stages: (i) identification of strategically
important climate-related risks and opportunities; (ii) qualitative assessment of the identified risks and opportunities; and (iii) quantification
of the potential financial impact of selected risks.
Integration of Climate Risk into Group Risk Processes
Climate-related risks are assessed in the context of Group business risks (see Principal Risks and Risk Management section from page 82).
Climate considerations are included within our risk management process, on a consistent basis to other business risks, and this process
includes controls to mitigate risks.
Our actions to mitigate these risks focus on supply chain management and operational efficiency and decarbonisation.
Illustrative mapping of climate issues to principal risks
Future plans include:
• Continuing to assess climate risks through the Group’s risk management process, including identifying and implementing mitigating
controls;
• Ongoing assessment and monitoring of emerging policies and regulations regarding environmental matters;
• Establishing climate-related key risk indicators to assist in ongoing monitoring and management of climate risks; and
• Mapping climate-related risks and opportunities to our transition plan.
Introduction of carbon pricing
mechanisms increases supplier costs
Failure of key counterparties or
breakdown in key counterparty
relationships
Failure to attract and
retain key talent
Investor confidence
Failure to comply with applicable
regulations
Print supply costs
Disruption to production from
climatechange
Delays in logistics due to extreme
weather events
Uncertain future carbon emissions
related to new markets and formats
Capital deployments for climate
mitigation and adaptation, to reduce
exposure and achieve targets
Increase in demand for sustainable
content, and lower-carbon production
Potential increase in scrutiny on
sustainable procurement standards
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Metrics and Targets
Bloomsbury is committed to reducing its environmental impact across its value chain and has committed to reducing its Scopes 1, 2 and 3
emissions. These near-term targets help the Group respond and adapt to the transition to a low-carbon economy and reduce exposure to
identified transition risks.
We have iterated and improved our GHG inventory methodology in 2023/2024, including gaining access to more granular data, primarily
relating to Scope 3 emissions. Following the completion of the Group’s Scope 3 emissions analysis and on the basis of this improved
methodology and data analysis, the Group has restated the base year for its emission reduction targets.
Recent work in this area includes the following:
• Implemented energy, emission, and resource-saving initiatives and identified new measures to reduce our environmental impact and
exposure to transition risks;
• Engaged regularly with those of our suppliers which contribute the most to our Scope 3 emissions, to better understand environmental
impacts through the value chain and collaborate to reduce emissions;
• Improved the calculation of GHG emissions, as referenced above; and
• Continued to measure and report against other climate-related environmental indicators that relate to resource use, including water
consumption, waste generation and paper consumption. We use these indicators to monitor potential changes in exposure to climate
risks beyond carbon impacts.
More information on our environmental performance and measures taken to reduce the Group’s environmental footprint can be found on
pages 60 to 66.
The table below summarises the key metrics used to monitor and manage the significance of the potential impacts of climate change, with
reference to TCFD’s cross-industry climate-related metric categories.
Task Force on Climate-Related
Financial Disclosures (TCFD)
continued
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Metric category Metric Risk and opportunity
description
Response and target options
to manage impacts
GHG emissions
67,345 tCO
2
e Scope 1, 2 and 3
emissions (market-based)
Bloomsbury may face higher
operational costs from the
procurement of raw materials and
distribution services, as well as
increases in direct operational costs
from its facilities. It may also suffer
reputational damages if it does not
reduce its emissions profile in line
with its targets.
Scope 3 emissions comprise
99.7% of our total emissions. As
reported above, collaboration with
our suppliers on industry-wide
climate initiatives will be needed
to achieve material reductions in
these emissions.
Identification and assessment of
carbon-reduction measures across
our value chain will reduce the
potential impact of carbon pricing
mechanisms and energy price
changes.
Transition and
physical risks
Climate-adjusted NPV impact over
the period (2024/2025 – 2050/2051)
of:
• less than £1m under the high
warming scenario; and
• up to £26m under the ambitious
climate policy scenario.
Hypothetical impact across the
quantified risks, without the
mitigating actions planned.
Bloomsbury may experience
additional operational costs and
taxes associated with low-carbon
transition. It may also face revenue
losses associated with disruption of
services from suppliers.
Bloomsbury can gain competitive
advantage and reduce these risks
by implementing our planned and
potential mitigations and adaptive
actions
Assess the feasibility of efficiencies
in production and distribution, and
integrate climate considerations
into decision processes, to reduce
exposure to supplier disruption
and cost increases.
Measures to mitigate
environmental impacts, including
engagement with suppliers,
will contribute to achieving
Bloomsbury’s Scope 3 emissions
target, which will in turn reduce
the Group’s exposure to climate-
related risks.
Remuneration
4% weighting to reduction of
Scope 1 and 2 targets in annual
bonuses
Bloomsbury is committed to
managing and reducing its
environmental impact. The inclusion
of GHG-reduction targets in bonus
objectives further encourages
implementation and development
of mitigating actions and adaptive
measures across the Group.
Continue Board engagement
on climate issues, to support
the investment of resources and
capital in climate mitigation and
adaptation measures, including
aligning other strategic objectives
with climate action, e.g. low-
carbon products and content
directed at increasing awareness of
climate change.
Capital
deployment
and internal
carbon price
Not disclosed Bloomsbury has not measured or
defined capital deployment in the
context of climate-related risks or
implemented an internal carbon
price metric.
Ongoing consideration of climate
considerations in the context of
the Group’s exposure to climate-
related risks.
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Assurance
Assurance activities assess whether the controls are effective
and risks are mitigated to an acceptable level in practice
The focus of Bloomsbury’s risk management process is on identifying,
evaluating and managing risk, with the goal of supporting the Group
in meeting its strategic and operational objectives.
Principal risks and risk management
The Group has policies and procedures in place to ensure that
risks are properly identified, evaluated and managed at the
appropriate level within the business. The Group maintains a
comprehensive risk register and assesses all pertinent risks,
including operational, financial, compliance and strategic risks.
The risk assessment is dynamic so includes emerging and retiring
risks as the risk landscape changes. Each risk is monitored and
where necessary updated, using a rating system which seeks to
assess the likelihood and impact of the relevant risks crystallising.
Against this, an assessment is made of the controls that are in
place to mitigate the relevant risk.
Each Division and functional area maintains the risk register in
respect of the risks relevant to that Division or functional area.
The risk register is reviewed on a quarterly basis by Bloomsbury’s
Executive Committee and a report on the internal controls and
assurances that are in place in respect of the risks identified is
submitted to the Audit Committee three times a year.
Further explanation of the Group’s risk management and internal
control framework is provided in the Corporate Governance
section on pages 120 to 121, and is summarised below.
Bloomsbury’s risk management framework is designed to provide
the Board with oversight of the most significant risks faced by the
Group.
The rating of risks takes into account the likelihood of the risks
happening and the potential financial and non-financial impacts
they could have. Risks are rated twice:
• The first rating is based on the potential exposure if nothing
is done to manage or mitigate the risk, in order to assess the
significance of the risk to the Group’s business and provide a
baseline (“gross risk rating”)
• The second rating takes into account the measures and
controls in place to manage and mitigate the level and impact
of the risk, and indicates the current status of the risk (“net risk
rating”). This informs decisions about what additional action
may be required to further mitigate the risk, according to the
Company’s risk appetite
The most material risks are those which have a higher probability
and which, if they were to occur, would have a material impact on
the Company’s financial results, strategy, reputation or operations.
These risks are classed as the Group’s principal risks. The Board
receives a comprehensive report on the principal risks of the
Group, and the measures and controls in place to manage those
risks, twice a year.
Outlined in the table starting on page 84 of this section of the
Annual Report, and shown on the risk heat map on page 83, are
the principal risks that management have identified to the Group.
These risks are included in the table on the basis of the gross
risk rating described above; the actions and controls applied to
mitigate these risks are described alongside each risk. The risk
heat map illustrates the net risk ratings of these risk areas after
mitigation and controls.
Not all the risks listed in the table, starting on page 84 of this
section of the Annual Report, are within management’s control
and other factors besides those listed could also affect the
Group. Actions being taken by management to mitigate risk
factors should be considered in conjunction with the cautionary
statement to Shareholders on page 104 of the Directors’ Report
with regards to forward-looking statements. Details on financial
risk management are given in note 24.
Risk management
Risks facing the business are identified and assessed
on a regular basis
Internal control
Internal controls are designed and deployed to
mitigate these risks to an accepted level
Audit Committee
The Board
Executive Committee
Divisional and departmental management
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Principal risks
The table on pages 84 to 91 summarises those risks that management considers significant for the Group’s business being risks which have a
higher probability and which, if they were to occur, would have a material impact on our financial results, strategy, reputation or operations,
together with the action taken and controls implemented by management to mitigate these risks. Other risks besides those listed could also
affect the Group and are monitored throughout the year.
The relative net risk ratings of the principal risks (after mitigation and controls) are illustrated schematically in the following chart:
Likelihood
Impact
C
FD E
I
G
L
J
K
A
B
H
A
Market
H
Reliance on key
counterparties and
supply chain resilience
B
Importance of
digitalpublishing
I
Talent management
C
Acquisitions
D
Title acquisition
(consumer publishing)
J
Legal and compliance
E
Information and
technologysystems
K
Reputation
F
Financial valuations
L
Cost Inflation
G
Intellectual property
Key to risks:
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Risk Risk description Mitigation
A
Market
Changes during
the year
Market volatility: impact of economic
instability
Economic instability, inflationary pressures and, in
the case of academic institutions, funding/budgetary
pressures may lead to changes in demand for
products, impacting revenues and margins.
• Bloomsbury combines academic and general
publishing in different formats and distributes
its products through different channels. In
addition, we operate in multiple countries and
sell our products worldwide. This diversified
portfolio and customer base, together with
our international presence, creates a level
of resilience in respect of market or country-
specific downturns
• Close monitoring of revenue streams, lists and
channels; range and diversity of our content;
resilience of demand for strong content
• Close monitoring of developments in
the academic market including library
spending and demand for HSS course
material, adjusting publishing and marketing
programmes accordingly
• Continue focus on promoting Academic BDR
products, developing BDR product pipeline
and adopting flexible buying solutions to
enable customers to purchase according to
their individual content requirements and
budgetary constraints
• Focus on expanding international sales
in territories where student numbers and
investment in Higher Education are increasing
• Increase marketing and sales activities
focused on retaining reader engagement
• Continue focused promotion of reading for
pleasure, including at key travel points
Increased dependence on internet retailing
Growth of online retailers may impact on the
discoverability of Bloomsbury titles and lead to a
reduction in sales channels available to the Group.
• Grow expert marketing teams skilled in
internet sales
• Engage with multiple internet retailers and
support independent retailers
• Focus on promoting sales from the Company’s
own website and on direct sales to customers
• Increase focus on developing other marketing
opportunities and other revenue streams, e.g.
academic and professional digital products,
rights and services
Increase No change Reduced
Key
Principal risks and risk management
continued
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Risk Risk description Mitigation
A
Market
Changes during
the year
Open Access
Policy changes in the UK, Europe and the US are
accelerating the requirement for publicly funded
scholarly content to be published on an Open
Access basis. From 1 January 2024, UK Research and
Innovation (UKRI) UKRI will require monographs, book
chapters and edited collections that acknowledge
UKRI funding to be made Open Access within 12
months of publication. If there is not sufficient public
funding in place, then income from UK-originated
monographs that are submitted to the REF – the UK’s
system for assessing the quality of research in UK
higher education institutions – may be impacted.
In March 2024, the UK’s Research Excellence
Framework (REF) launched a consultation on requiring
all scholarly books and chapters submitted to it to be
made Open Access within two years of publication.
If implemented, this will effectively be a mandate for
all UK-authored scholarly books to be made Open
Access. This is at the consultation stage and the final
policy is expected to be announced in late 2024.
In the US, federal agencies, including the National
Endowment for the Humanities (NEH) and National
Endowment for the Arts (NEA) are consulting on
introducing Open Access requirements by 2026,
while, in Europe, the PALOMERA project aims to align
European research funders over the next two years to
accelerate Open Access for books and chapters.
• Develop digital services that deliver mixed
Open Access and proprietary content in
the form that customers demand and will
continue to pay for
• Director of Research and Open Access
manages responses to developments in Open
Access publishing and related mandates to
ensure the successful transition to sustainable
Open Access business models. Business
workflow and systems are in the process of
being adapted to ensure capacity to operate
at scale
• Open Access publishing initiatives are
underway to ensure Bloomsbury is well placed
to continue to serve its UK academic authors,
and in preparation for the adoption of UKRI’s
proposed policy in respect of monographs
from 2024.
• Continue to engage with industry-
representative bodies to influence Open
Access policy developments, including in
respect of the response to the UK’s Research
Excellence Framework (REF) consultation
Sales of used books
Sales of used books for academic purposes erode
backlist sales.
• Digital subscriptions and multiple ebook
purchasing models are offered direct to
institutions and students
Rental of textbooks
US readers may license books from retailers for a
limited period at a lower cost to buying books, with
no revenues or royalty paid to the publisher.
• Develop digital resources and ebook
platforms to deliver, direct to institutions and
students, the content and flexible pricing
models to suit readers’ requirements
Stock code: BMY
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Strategic Report
Principal risks and risk management
continued
Risk Risk description Mitigation
B
Importance
of digital
publishing
Changes during
the year
BDR revenues and profit
Revenue and profit from BDR products and services
may not grow in line with our stretching targets.
See also Market Risk
• Develop a portfolio of high-quality online
content services in markets we understand
well
• Use third-party content and content
partnerships to scale up projects more quickly
and create economies of scale
• Continue to invest in internal resource and
infrastructure to support product pipeline
C
Acquisitions
Changes during
the year
M&A activity
Acquisitions could deliver lower-than-expected
return on investment. Poor acquisitions may result in
potential impairment charges.
• Potential acquisition targets are assessed by
the members of the Executive Committee,
according to strategic and cultural fit.
Thorough pre-acquisition, due diligence is
conducted by relevant functions, including
finance, legal, publishing and sales. Capital
allocation for acquisitions is determined at
Group level and approved by the Board.
Integration plans are developed at Divisional
level and are implemented by a cross-
functional team of experts, with Divisional
oversight
• Regular reports are presented to the Board
throughout the year on post-acquisition
performance, including an assessment of any
variation to the expected return on investment
4
Title acquisition
(Consumer
publishing)
Changes during
the year
Commercial viability
Titles may be acquired that are not commercially, or
critically, successful.
• Advances over a certain limit are required
to be authorised by the Chief Executive and
Group Finance Director
• Financial forecasts are prepared prior to
acquisition to predict commercial success
• Focus on acquiring world rights, where
possible, in order to increase sales
opportunities and mitigate the risk posed by
competing editions in open markets
• Editorial guidelines and policies in place to
guide acquisition decisions
Increase No change Reduced
Key
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Risk Risk description Mitigation
E
Information
and technology
systems
Changes during
the year
Cybersecurity/malware attack
Unauthorised access to the Company’s systems
may result in fraud, a data privacy breach, theft of
intellectual property, inability to access, or damage
to, vital systems and assets, thus causing financial and
reputational damage to the Group.
• Audit Committee monitoring of scope,
development and performance of cyber
security controls
• Follow industry best practice for information
and cyber security, with active management of
information and cyber security risks.
• Controls include Advanced Endpoint
protection, including Next Generation
Antivirus, with events fed to a Centralised
Endpoint Protection Platform. This is
supported by a 24x7 Managed Detection and
Response service, which performs proactive
threat hunting of our environment every
24 hours. Automation is in place to disable
processes and/or isolate endpoints for high
and critical threats
• Manage access to Company assets and
services on a least-privilege basis, with Multi-
Factor Authentication required for remote
access and when accessing business-critical
cloud services
• Perform frequent vulnerability scans of the
Company’s internal and external network to
identify and remediate emerging threats
• Encrypted backups taken daily with copies
stored off site and segmented from the
Company’s network
• Information security policies are in place and
staff training includes data protection, cyber
security and regular phishing simulations
Inadequate internal access controls or
security measures
Inadequate controls over certain processes could
lead to sensitive data being, inadvertently, revealed,
internally or externally.
• Sensitive personal data is stored securely
and protected with password controls
or encryption. User access controls are
embedded in the Company’s finance systems
Systems Changes
Ineffective change management may create
operational challenges, affecting the Group’s ability
to deliver strategic, commercial and operational
objectives
• Establish specific governance structures to
manage significant projects
• Ensure adequate resources are in place to
address the requirements of systems changes
alongside day-to-day business
• Ensure clear and detailed planning of each
and any system changes, including the impact
of other projects
Stock code: BMY
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Principal risks and risk management
continued
Risk Risk description Mitigation
F
Financial
valuations
Changes during
the year
Judgemental valuation of assets and
provisions
Significant assets and provisions in the balance sheet
depend on judgemental assumptions, e.g. goodwill,
advances, intangible rights, inventory and returns
provisions
• Consistent and evidence-based approach to
assumptions
• Board approval of key assumptions
G
Intellectual
property
Changes during
the year
Erosion of copyright
Erosion of traditional copyrights
• Continue policy of support for copyright and
intellectual property rights as a fundamental
facet of publishing
Erosion of territorial copyrights as a result of
global internet retailing
• Continue to police infringements of the
Group’s territorial copyrights and take
appropriate action to enforce such rights
Infringement of Group IP by third parties
Failure to adequately manage and protect the Group’s
intellectual property rights (including trademarks and
copyright) may damage the value of our core assets
and impact on profits.
• Adopt robust anti-piracy procedures
• Undertake targeted enforcement action
against third-party infringers
• Ensure the appropriate digital rights
management protection of ebooks and digital
formats
Increase No change Reduced
Key
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Risk Risk description Mitigation
H
Reliance on key
counterparties;
supply chain
resilience
Changes during
the year
Failure of key counterparties or breakdown
in key counterparty relationships
The failure of key counterparties could result in
a significant disruption to the Group’s business
activities, resulting in lower levels of trading and
revenues.
The Group’s ability to meet customer demand for
print products depends on timely supply from our
printing partners. This may be impacted by the
availability of raw materials (e.g. paper pulp) and
ongoing global supply chain disruption.
A breakdown in key commercial relationships could
impact on future publishing opportunities
• Relationships with key counterparties are
closely monitored and actively managed by
senior managers. This includes frequent and
regular engagement with key counterparties
in order to ensure open communication and
cooperation, and to identify potential issues
that may impact on the Company’s business
at the earliest opportunity. Other mitigations
include having appropriate contracts and
service level agreements in place, and
interrogating the business continuity plans of
key counterparties
• Regular review of global supply chain
resilience by cross-function Supply Chain
Working Group to ensure proactive steps are
implemented to mitigate supply chain risks
and prioritise supply of print titles
• Ongoing diversification of supplier base
• Increased local printing to mitigate shipping
delays and disruptions
• Apply additional due diligence in respect of
key partners to assess their financial stability,
cyber and information security practices and
business continuity plans
• Continually assess key partner capabilities
and performance to ensure they are well-
positioned to support the Group’s long-term
strategic objectives
• Ensure effective leadership and change
management governance structures and
resources are in place to oversee the
transition of services provision from one
supplier to another
Stock code: BMY
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Principal risks and risk management
continued
Risk Risk description Mitigation
I
Talent
management
and retention
Changes during
the year
Failure to attract and retain key talent
and create an inclusive and supportive
environment in which the Group’s employees
can thrive
Inability to recruit individuals with the necessary skills
and experience could impact on Bloomsbury’s ability
to innovate and grow.
Loss of key talent could lead to loss of skill and
knowledge from the business, result in decreased
efficiency, impact on staff motivation and undermine
external relationships
• Ongoing focus at Board and senior leadership
level on creating an engaging, inclusive and
rewarding working environment
• Ongoing employee engagement measures to
monitor and improve employee experience
and organisational culture; more information
on these measures is set out on pages 48 to
52 of this Annual Report
• Continue focus on employee development
through training and mentoring programmes
for early and mid-career employees
• Extensive learning and development
initiatives exist, ranging from individual skills
training through to Leadership Development
of our senior managers
• Ongoing Employee Voice Programme,
allowing every employee to have their voice
heard directly by senior management and
the Board. HR initiatives are implemented in
response to matters raised during Employee
Voice Meetings
• Formal appraisal system provides the
opportunity to identify learning and
development opportunities to support career
progression and succession planning
• Continued focus on Diversity and Inclusion
initiatives
• Implement pay and reward structures that
incentivise and ensure that colleagues share
in the Group’s success. Introduction of
Bloomsbury Career Framework has involved
rigorous evaluation of all roles, with external
benchmarking of salaries in order to create
a transparent and clear framework of job
families and career levels
J
Legal and
compliance
Changes during
the year
Breach of key contracts by the Company
Breach of a key contract by the Company could result
in a claim for damages and/or termination of the
contract by the relevant counterparty, resulting in
financial loss to the Group.
• Relevant individuals within the business
who are engaged in activities which relate
to, or are governed by, key contracts, are
made aware of the terms of such contracts.
Legal advice is sought from the Group’s
legal function where appropriate to ensure
performance by the Company in accordance
with contractual terms
Inadequate regulatory compliance
Failure to comply with regulations relating to the
reporting of annual financial reports may lead to a
range of sanctions including fines, imprisonment,
reputational damage and delisting.
• The Annual Report and Accounts is reviewed,
internally, by the Head of Group Finance and
the Group Finance Director, and, externally,
by the Group’s appointed Auditor. Material
balances are tested in accordance with
relevant standards. The Head of Investor
Relations and the Group Company Secretary
advise on content requirements under
relevant regulation/legislation
Increase No change Reduced
Key
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Risk Risk description Mitigation
J
Legal and
compliance
Changes during
the year
Failure to comply with privacy regulations
may result in significant fines and
reputational damage
• Mitigation in respect of the risk of a data
breach is noted above in connection with
Information Technology and Systems
• Since the introduction of the General Data
Protection Regulation (“GDPR”), which
came into force in May 2018, the Company
has implemented a range of measures to
ensure compliance with the requirements of
GDPR. These include the implementation
of policies and guidance in key areas, the
provision of training to employees, reviewing
and updating the Company’s data collection
methods and marketing communications,
updating supplier terms and conditions, and
updating privacy policies on the Company’s
websites. The Company has appointed a
Data Protection Officer to oversee GDPR
compliance
Failure to comply with regulations relating
to product safety certification, accessibility
and sustainability may affect access to our
markets
• Relevant business units are advised by
the Group’s in-house legal department,
with specialist external advice taken where
required, on forthcoming legislative and
regulatory changes and appropriate measures
taken to respond to such changes, including
adapting operational processes and workflows
where necessary.
K
Reputation
Changes during
the year
Investor confidence
City confidence undermined by events outside of the
Company’s control, e.g. collapse of a retailer.
• Diversify the Company’s portfolio of products
and services to reduce dependencies on
individual customers, sales channels and
markets
L
Cost Inflation
Changes during
the year
Print Supply Costs; staff costs
Increased production and distribution costs resulting
from increases to energy prices and raw materials
could impact on margin and achievement of the
Group’s financial targets.
Increased staff costs as a result of inflation.
• Long-term contracts with key suppliers to
manage and mitigate cost increases; active
price management of Bloomsbury products
to recover incremental costs; diversification of
supplier base
• Staff costs are managed as part of the Group’s
budgeting process and annual salary reviews
Stock code: BMY
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Strategic Report
Principal risks and risk management
continued
Risk watchlist
Artificial Intelligence
AI tools, including generative AI, have the potential to drive
benefits for organisations by increasing efficiencies, maximising
opportunities, and improving data analytics. At the same time,
there are complex issues, legal and ethical, related to the use
of such tools. We recognise the important of ensuring that
its use is balanced with the interests of our authors and other
key stakeholders, and complies with legal and regulatory
requirements.
This is a fast-evolving and complex area, which we are monitoring
carefully, including in respect of the emerging regulatory
environment with respect to AI. We maintain a dialogue with
our authors and other creators and their representatives as the
industry seeks to navigate the complexities of this field, and
the Company is represented on the UK Publishers Association
AI Taskforce. We have established an AI Steering Group, which
will help inform and shape the Company’s approach to the use
of AI in its business. The AI Steering Group will take a careful,
considered approach in line with our Company purpose and
values. All key recommendations, policies, and strategic decisions
will be subject to approval by the Executive Committee and the
Board before implementation.
Climate risk and sustainability
Climate change, and the interventions of Governments around
the world, which are aimed at reducing greenhouse gases, could
present risks to our operations, supply chains and business model
in the future. Adverse impacts of climate change could include
physical (weather-related) risks, as well as transitional risks such
as increased regulation, increases in fossil fuel prices, changing
consumer behaviour and increases to the cost of raw materials.
In addition, the failure of the Group to respond to increasing
stakeholder and societal expectations for companies to respond
to climate change with action to reduce the environmental impact
of their operations, may result in reputational damage and the
failure to attract and retain talent.
The Group has set emission reduction targets for Scopes 1, 2 and
3. Further information on our targets and sustainability measures
can be found on pages 60 to 67 of this Annual Report.
The analysis we have conducted in respect of climate-related
risks indicates that, even without the mitigating actions in place
or being planned, the Group is not expected to be significantly
impacted by climate issues. With mitigating actions, the effect on
the Group is not material. We continue to evolve our analysis and
monitor the potential impact of climate-related risks.
Go to pages 68 to 81 of this Annual Report for information on
how we assess and manage climate-related risks, and for the
Company’s disclosures in line with the recommendations of the
Task Force on Climate-Related Financial Disclosures.
Viability statement and going concern assessment
Provision 31 of the 2018 UK Corporate Governance Code requires
the Board to assess the viability of the Group over a period
significantly longer than 12 months from the date the financial
statements are approved. The Board of Directors confirm that it
has carried out a robust assessment of the principal and emerging
risks facing the Group, including those that would threaten its
business model, future performance, solvency or liquidity.
The Group prepares five-year plans for the Group and each of the
global publishing divisions. Projections for the first three years
of the plan are based on performance of future, new publishing,
online platforms and other income pipelines, as well as sales of
backlist titles. There is inherently less certainty in the fourth and
fifth years.
The Board, therefore, concludes that three years is an appropriate
period for the viability statement.
The Group’s principal risks (see pages 82 to 92 of this Annual
Report) and its approach to managing them have been taken into
account for the purposes of assessing viability, both in connection
with the period covered by the viability statement and longer
term. We have evaluated all the principal risks above and focused
our sensitivity analysis on the areas the Board believes to be the
key risks to viability:
• Market volatility
• Increased dependence on internet retailing
• Inflation
We have developed plausible downside scenarios for each
of these risk areas and quantified the impact on the Group’s
revenue, profit and cashflows. All scenarios modelled significant
impact on print revenues and delayed customer payments due to
the ongoing impact of the coronavirus pandemic.
The analysis took account of the Group’s current funding, forecast
requirements, and existing banking facilities.
The severe, but plausible, downside scenario assumes:
• Print revenues are reduced by 20% during 2024/2025, with
recovery during 2025/2026;
• Digital revenues are reduced by 20% during 2024/2025, with
recovery during 2025/2026;
• Print costs are increased by 2% from 2024/2025 and staff costs
are increased by 2% from 2025/2026;
• Downside assumptions about extended debtor days during
2024/2025, with recovery during 2025/2026;
• Cash preservation measures implemented and variable costs
reduced.
Under this severe, but plausible, downside scenario, the Group
has sufficient liquidity to be able to manage these downside
assumptions.
Through this analysis, the Board concludes that the Group does
not face a risk to longer-term viability, except in the event of
remote combinations of material events.
The Board has a reasonable expectation that the Group has
adequate resources to continue in operation for at least 12
months from the date of approval of the financial statements,
being the period of the detailed going concern assessment
reviewed by the Board, and, therefore, continues to adopt the
going concern basis of accounting in preparing the annual
financial statements.
The Board has a reasonable expectation that the Group will be
able to continue in operation and meet its liabilities as they fall
due over the period to 28 February 2027.
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Strategic Report
GOVERNANCE
Chairman’s Introduction to Corporate Governance 94
Members of the Board 96
Executive Committee 98
Corporate Governance Framework 100
Directors’ Report 101
Corporate Governance Report 106
Nomination Committee Report 113
Audit Committee Report 118
Directors’ Remuneration Report 123
Stock code: BMY
Annual Report and Accounts 2024
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Governance
Chairman’s Introduction to
Corporate Governance
On behalf of the Board, I am pleased to introduce Bloomsbury’s
Corporate Governance Report for the financial year ending
29 February 2024. The aim of this report is to explain Bloomsbury’s
Corporate Governance Framework and how it was applied in the
year under review.
Compliance with the 2018
UK Corporate Governance Code
This year, the Company is reporting against the UK Corporate
Governance Code published in July 2018 (the “Code”), which
applies to accounting periods beginning on or after 1 January
2019. The Code is published on the Financial Reporting Council’s
(“FRC”) website at www.frc.org.uk. This year there have been
revisions to the Code (the “2024 Code”). We will be reporting
against the 2024 Code from February 2026, in line with reporting
requirements.
During the year, the Board has continued to monitor compliance
with the 2018 Code. This Corporate Governance Report and the
Strategic Report set out how the Company has applied the Code
principles and adhered to Code provisions throughout the year.
The Board believes that for the financial year ended 29 February
2024, the Company has complied with all applicable principles
and provisions of the Code, save in respect of the following
provision:
• Provision 33 states that the Remuneration Committee should
have delegated responsibility for setting remuneration for
senior management. In 2019, the Committee considered
its role in respect of determining the remuneration of
senior management with reference to the Code. After due
consideration and discussion at both the Committee and the
Board level, it was decided that the Executive Directors would
remain responsible for remuneration for senior management.
The Committee believes that the Executive Directors are best
placed to assess the appropriate level of remuneration of
senior managers based on their performance and contribution
to the Company’s success and on the Executive Directors’
knowledge of market rates of pay. The Board has revisited
this topic and considers that this delegation to the Executive
Directors remains appropriate. However, the Remuneration
Committee continues to retain its oversight function in
respect of the remuneration of senior managers and remains
responsible for approving the granting and vesting of share
incentives.
In past years we have reported our transition to compliance
with Provision 38 of the Code, which states that the pension
contribution rates for Executive Directors should be aligned with
those available for the workforce. This transition completed on
1 March 2023. Therefore, during the financial year, Executive
Directors pension contributions were aligned with the all-
employee rate.
Sustainability
Sustainability remains vital to Bloomsbury’s strategy. The
Board continues to have oversight of the implementation of
sustainability initiatives and progress against our carbon reduction
targets. Bloomsbury has improved the method of calculation of
its emissions as a result of being able to capture more granular
data and has now incorporated all companies in the Group in its
calculation of emissions. While this improved methodology has
led to higher overall figures being reported, I am delighted to
say that we have achieved a reduction for the year in respect of
Scopes 1 and 2 that significantly exceeds our targets.
Bloomsbury continues to make disclosures in line with the
recommendations under the Taskforce on Climate-Related
Financial Disclosures (“TCFD”). The full TCFD Report can be
found on pages 67 to 81 of this Annual Report. This describes
the Group’s compliance with TCFD recommendations and, where
the Group partially complies, our plans to improve our reporting
towards full disclosure.
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Bloomsbury Publishing Plc
Governance
Stakeholder engagement
The Board believes that the manner in which it conducts its
business is important and it is committed to maintaining the
highest standards of corporate governance, which underpin
Bloomsbury’s ability to deliver long-term value and success for the
benefit of all of its stakeholders. The Board is mindful of its duties
to stakeholders under section 172 of the Companies Act 2006.
More detail on how the Board has discharged its duties under
section 172 to promote the success of the Company, having
regard to the Company’s key stakeholders as part of its decision-
making, can be found on page 38 of this Annual Report.
Purpose, values and culture
The Board has a responsibility to assess and monitor
Bloomsbury’s culture and ensure that a desired culture is
embedded throughout the Group. The Board believes that an
engaged and committed workforce is integral to the achievement
of Bloomsbury’s strategic ambitions, and a positive culture
underpins this. The Company’s values guide the workforce as they
pursue the delivery of Bloomsbury’s strategy and the Board seeks
to support and promote these values.
The Board is kept informed on key employee matters including
how the Company invests in its workforce and how the workforce
is rewarded. It receives reports on Employee Voice Meetings,
which are part of the Company’s employee engagement
programme, and on actions arising as a result. In addition, during
the year, Board members attended some of these Employee
Voice Meetings. More details on employee engagement can be
found on page 43 and pages 48 to 52 of this Annual Report.
Diversity and inclusion
The Board recognises the benefits that diversity, equity and
inclusion can bring to the effectiveness of Board decision-making
where different skillsets and perspectives are present and to the
Company in its workforce. The Nomination Committee supports
the Board in overseeing the Company’s diversity, equity and
inclusion policy, and further information can be found on pages
114 to 115 of this Annual Report.
Board evaluation
For 2023/2024 we conducted an externally facilitated Board
evaluation shortly after the end of the financial year. This looked
at the effectiveness of the Board, its Committees and each
individual Director. It concluded that the Board functioned well
as a team and that together with the Board Committees, its
governance was appropriate, and all the Directors were effective.
Further detail on the Board evaluation is given on page 111 of this
Annual Report.
Board changes
There were no Board changes during the year. I will be standing
down from the Board at the conclusion of the 2024 AGM as
explained further on page 116 of the Nomination Committee
Report and in the Notice of the AGM on page 215.
Sir Richard Lambert
Chairman of the Board
Stock code: BMY
Annual Report and Accounts 2024
95
Governance
Sir Richard Lambert joined
the Bloomsbury Board as an
Independent Non-Executive
Director in July 2017. He was
appointed as Chairman of the
Board, Chair of the Nomination
Committee and a member of
the Remuneration Committee
on joining. Sir Richard is a
member of the Board of the
Institute for Government, a
Trustee of the Kimmeridge
Trust and Chair of the Bradford
Literature Festival. Sir Richard
joined the Financial Times
after reading History at Balliol
College, Oxford. He was editor
of the Lex column, became
New York bureau chief, and
thereafter deputy editor. He
was editor of the Financial
Times from 1991 to 2001. He
served as a member of the
Bank of England Monetary
Policy Committee from 2003
to 2006, Director General of
the CBI from 2006 to 2011,
Chancellor of the University
of Warwick from 2008 to 2016
and as the senior independent
member of the Foreign and
Commonwealth Office’s
Supervisory Board from 2012 to
2017. He retired as Chairman of
the British Museum in 2021.
Nigel Newton is the founder
of Bloomsbury Publishing.
He was born and raised
in San Francisco. He read
English at Selwyn College,
Cambridge and after working
at Macmillan Publishers, he
joined Sidgwick & Jackson.
He left Sidgwick in 1986 to
start Bloomsbury Publishing
with three other publishers.
Bloomsbury floated on the
London Stock Exchange in
1994 and has grown organically
and through acquisitions. Nigel
was appointed Commander of
the Order of the British Empire
(CBE) in the 2021 New Year
Honours for services to the
publishing industry. As the then
President of the Publishers
Association in April 2022, a
one-year post, he took on the
role of Past President of the
Publishers Association in April
2023, which term ended in May
2024. He serves as President
of Book Aid International and
as a Member of the Advisory
Committee of Cambridge
University Library. In 2020, he
was awarded the LBF Lifetime
Achievement Award 2020 and
became an Honorary Fellow of
Selwyn College, Cambridge.
He has previously served
as a member of the Booker
Prize Advisory Committee,
Chairman of the Charleston
Trust, Chair of World Book
Day, Board member of the
US-UK Fulbright Commission,
member of the Publishers
Association Council, Trustee of
the International Institute for
Strategic Studies and Chairman
of the British Library Trust.
Penny Scott-Bayfield was
appointed to the Bloomsbury
Board in July 2018, when she
joined Bloomsbury as Group
Finance Director. Prior to this,
she was Finance Director of
Condé Nast Britain, and held
senior finance roles at Sky Plc
and lastminute.com Plc. She
is also the Chair of the charity
Ocean Youth Trust South.
Penny started her career
and qualified as a Chartered
Accountant (FCA) with Deloitte.
She has a first-class degree in
Maths from University College,
Durham, and was a judge
on the Women of the Future
programme 2011−2022.
Leslie-Ann Reed joined the
Bloomsbury Board in July
2019. She is a Chartered
Accountant with a wealth of
Non-Executive and Audit
Committee Chair experience.
Leslie-Ann is an Independent
Non-Executive Director at
Learning Technologies Group
plc, Centaur Media plc and
also at Frontier Developments
plc where she serves as the
Senior Independent Non-
Executive Director. She also
serves as the Chair of the
Audit Committee for these
companies. Leslie-Ann was
formerly a Non- Executive
Director and Chair of the Audit
Committee of the London-
listed publisher Quarto Group
Inc. and Vice Chair of the
Supervisory Board and Chair
of the Audit Committee of the
German-listed company ZEAL
Networks SE. She was Chief
Financial Officer of the B2B
media group Metal Bulletin
plc and the online auctioneer
Go Industry plc. She has also
held senior finance roles in
various media and professional
services companies, namely
Universal Pictures, Polygram
Music, EMI Music and Warner
Communications Inc.
Sir Richard Lambert
Non-Executive
Chairman
Appointed: 18 July 2017
N
R
Nigel Newton CBE
Founder and
Chief Executive
Appointed: 11 May 1986
N
Penny Scott-Bayfield
Group Finance
Director
Appointed: 16 July 2018
Leslie-Ann Reed
Senior Independent Director
Appointed: 17 July 2019
A
N
R
Members of the Board
www.bloomsbury.com
96
Bloomsbury Publishing Plc
Governance
Baroness Lola Young of
Hornsey is a former actor,
professor of Cultural Studies,
and Head of Culture at the
Greater London Authority.
She has written and broadcast
extensively on a wide range
of cultural issues, mainly
on the subject of diversity
and culture in the arts and
creative industries sector. She
has served on the Boards
of several national cultural
organisations, including the
National Theatre and the
Southbank Centre, as well as
serving as a Commissioner for
Historic England. Baroness
Young has chaired the Caine
Prize for African Writing, the
Orange Prize for Women’s
Fiction, the Ondaatje Prize for
writing and the Man Booker
Prize. Recognised for her work
on equality and diversity in
the heritage sector with the
award of an OBE in 2001,
Baroness Young was appointed
an independent Crossbench
member of the House of Lords
in 2004. She is widely known
for her contribution to creating
legislation to eliminate modern
slavery, founding the All-Party
Parliamentary Groups on Ethics
and Sustainability in Fashion,
and Sport, Modern Slavery
and Human Rights. An elected
Honorary Fellow of the Royal
Society for Literature, Baroness
Young is Co-Chair of the
Foundation for Future London,
Chancellor of the University of
Nottingham, a Non-Executive
Director for Futerra Limited
and a Trustee of The Conduit
Foundation.
John Bason joined the
Bloomsbury Board on 1 April
2022 and became Chair of the
Remuneration Committee on
20 July 2022. He is a Chartered
Accountant and brings a
wealth of experience from
his 40-year career in finance
and international business.
He was Finance Director at
Associated British Foods plc
from May 1999 until April
2023. He was also formerly
Non-Executive Director and
Senior Independent Director
at Compass Group plc
and a Trustee of Voluntary
Service Overseas. John is an
Independent Non-Executive
Director and Chair of the
Audit Committee at SSE
plc, Chairman of the Primark
Strategic Advisory Board and
Chairman of the UK’s leading
food redistribution charity
FareShare.
Maya Abu-Deeb is a qualified
solicitor and joined Bloomsbury
in 2008 as General Counsel.
Maya is responsible for all
legal advice to the Company,
and manages the legal and
contracts teams at Bloomsbury.
She is also Company Secretary
and Group Data Protection
Officer, assuming these
roles in 2019. Prior to joining
Bloomsbury, Maya was in
private practice for ten years,
specialising in commercial,
media and intellectual property
law, and advising in respect
of both contentious and non-
contentious matters.
Maya read Oriental Studies
at St John’s College, Oxford,
before completing the
Common Professional Exam
and Legal Practice Course at
the College of Law in London.
Baroness Lola Young
of Hornsey
Independent
Non-Executive Director
Appointed: 1 January 2021
N
John Bason
Independent
Non-Executive Director
Appointed: 1 April 2022
A
N
R
Maya Abu-Deeb
Group General Counsel and
Company Secretary
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
Chair of Committee
Executive Director
Non-Executive Director
KEY
Stock code: BMY
Annual Report and Accounts 2024
97
Governance
Executive Committee
Nigel’s biographical details
are set out on page 96 of this
Annual Report.
Penny’s biographical details
are set out in page 96 of this
Annual Report.
Ian Hudson joined Bloomsbury
in January 2021 as Managing
Director of the Consumer
Division, which includes the
Adult and Children’s Trade
sub-divisions. Ian is a hugely
experienced publishing leader
and his focus is on developing
and executing new strategies to
profitably grow the Consumer
Division.
Prior to joining Bloomsbury, Ian’s
most recent role was as Global
CEO of Dorling Kindersley
Publishing, a division of Penguin
Random House.
Ian began his career at magazine
publisher Marshall Cavendish,
subsequently joining Random
House in 1992 where he went
on to hold the role of Group
Commercial Director before
becoming Managing Director of
Random House Children’s Books.
With the merger of Random
House and Transworld in 1998,
Ian became Group Managing
Director and Chairman of TBS
Distribution and joined the
Random House Global Board. He
was a member of the Bertelsmann
team, which negotiated the
Penguin Random House merger
in 2012/2013. Post-merger, he
sat on the Global Executive
Committee of Penguin Random
House and was appointed to
the roles of CEO of Penguin
Random House International
and Deputy CEO of Penguin
Random House UK. Once the
global integration of the two
companies was completed,
Ian was appointed Global CEO of
Dorling Kindersley.
Ian was a member of the
Supervisory Board of global
media group Bertelsmann for 12
years, is a former President of the
UK Publishers Association and is a
Non-Executive Director of Which?
Jenny Ridout is Managing
Director of Bloomsbury
Non-Consumer publishing,
which includes the Academic,
Professional, and Special
Interest sub-divisions and
Bloomsbury Digital Resources.
Jenny joined Bloomsbury
in 2004. Prior to her current
role, Jenny had global
responsibility as Global Head
of Bloomsbury’s academic
publishing, where she oversaw
the integration of several
acquisitions. She has many
years of experience in digital
resource publishing, being
responsible for the creation
and rapid growth of Drama
Online as Project Director, for
which she won the Futurebook
Digital Achiever industry
award. Jenny was previously
the Editorial Director for the
Methuen Drama and Arden
Shakespeare lists.
She started her career in
publishing at Elsevier, where
she was the global Publishing
Director for the specialist
trade and professional media
imprint, Focal Press.
Jenny is a member of the
Higher Education and
Academic Councils of the
Publishers Association and is
on the Industry Advisory Board
for the publishing course at
Oxford Brookes University.
Nigel Newton CBE
Founder and
Chief Executive
Penny Scott-Bayfield
Group Finance
Director
Ian Hudson
Managing Director,
Consumer Division
Jenny Ridout
Managing Director,
Non-Consumer Division
www.bloomsbury.com
98
Bloomsbury Publishing Plc
Governance
Kathleen Farrar is Managing
Director of Group Sales and
Marketing.
Kathleen joined Bloomsbury
in December 1998 as
International Sales Manager.
She has held a number of
senior sales and marketing
roles, including Managing
Director of Bloomsbury
Australia based in Sydney.
In January 2013, she returned
to the UK to take up the
position of Group Sales and
Marketing Director, responsible
for global sales and marketing
for all Bloomsbury Divisions,
across print and digital.
Kathleen began her publishing
career working in leading
independent bookstores
in Sydney, Australia before
moving to Allen & Unwin as
Sales and Promotions Manager.
Sabrina McCarthy is President
of Bloomsbury Publishing
USA and joined Bloomsbury
in April 2024 from Ingram
Publisher Services where she
was Vice President and General
Manager leading domestic
and international sales, digital
strategy, client services, and
the business operations
team. She brings a wealth
of experience of trade and
academic publishing to her
new role.
Sabrina began her career
as the fifth employee of the
Perseus Books Group where
she went on to become
the President of Perseus
Distribution client services and
then the Senior Vice President
of Sales overseeing sales and
inventory planning. Sabrina
was featured in Publisher’s
Weekly’s “50 under 40” Rising
Star highlights in 2008. She
holds an MBA from New York
University’s Stern School of
Business and was recently
appointed to the Board of
Directors for the Association of
American Publishers.
Kathleen Farrar
Managing Director, Group
Sales and Marketing
Karl Burnett
Group Director of People
and Engagement
Sabrina McCarthy
President, Bloomsbury
Publishing USA
Karl Burnett joined Bloomsbury
on 1 June 2023 as Group
Director of People and
Engagement.
Karl previously worked at
A+E Networks EMEA, where
he was Senior Vice President
of Human Resources EMEA.
Over eight years he oversaw
huge cultural change for
the Company’s 300+ staff,
articulating A+E Networks
EMEA future direction and
purpose. Through extensive
consultation with employees,
Karl and his team forged the
network’s vision and mission.
The company won the media
journal Broadcast’s award for
Best Places to Work in TV in
2018 and was shortlisted in
the Most Inclusive Company
of the Year category in the
IABM awards, hosted by the
industry body in 2021. In 2022,
the company achieved the
prestigious accolade of Great
Place to Work certification.
Before joining A+E Networks
EMEA in 2015, Karl was HR
Director of BBC News and
Radio, heading a team of 60
professionals responsible for
8,000 journalists around the
world. Prior to that, Karl held
senior HR roles at Nickelodeon
and Channel 4 Television.
Maya’s biographical details
are set out on page 97 of this
Annual Report.
Maya Abu-Deeb
Group General Counsel
and Company Secretary
Stock code: BMY
Annual Report and Accounts 2024
99
Governance
Corporate Governance Framework
Corporate Governance Framework
Board
The Board provides leadership and governance for the Company, generating value for Shareholders and contributing to wider society.
It establishes Bloomsbury’s purpose, values and strategy. It oversees the execution of the strategy, and the overall management,
control and performance of business in order to promote the long-term sustainable success of the Group. The Board is involved in
determining the Company’s purpose and values, and monitors organisational culture to ensure that the desired culture is embedded.
The Board establishes appropriate risk management and internal control procedures, and determines the risk appetite for the
Company. Certain matters are reserved for the Board’s approval, with others being delegated to Board Committees or to the
Company’s Executive Committee as appropriate. These are set out in the Schedule of Matters Reserved to the Board and Committee
Terms of Reference, and are available on the Company’s website (www.bloomsbury-ir.co.uk).
Audit
Committee
• Monitors the integrity of financial
statements and narrative reporting;
• Monitors and reviews the
effectiveness of the internal audit
function;
• Monitors internal financial and
operational controls, including the
work of the Internal Auditor;
• Oversees risk management;
• Reviews the External Auditor’s
independence and leads the audit
tender process; and
• Reviews the effectiveness of the
external audit process.
Nomination
Committee
• Reviews the structure, size and
composition of the Board;
• Considers Board experience and
diversity;
• Considers the appointment of new
Directors and oversees succession
planning;
• Recommends to the Board:
– suitable candidates for the role of
Senior Independent Director and for
Committee membership;
– whether to reappoint Non-Executive
Directors after the conclusion of their
specified term in office; and
– whether existing Directors should
stand for annual re-election at
the AGM.
• Oversees policy and strategy regarding
workforce diversity and inclusion; and
• Oversees Director induction,
monitoring conflicts, time
commitments, training and evaluation
of Board members.
Remuneration
Committee
• Determines the remuneration
and benefits of Executive
Directors and the Chairman,
including setting the
Remuneration Policy,
shareholding requirements
and, where appropriate, the
operation of any scale and
clawback of remuneration
outcomes;
• Monitors the remuneration of
senior managers;
• Oversees workforce pay
and benefit practices and
policies; and
• Approves the targets and
design of performance-related
remuneration schemes and
share incentive plans and
whether each year, such awards
will be made.
Chief Executive
• Responsible for the day-to-day management of the
Group; and
• Responsible for the execution of the approved Group
strategy. Financial matters are managed by the Group
Finance Director.
Executive Committee
• Led by the Chief Executive.
• Responsible for managing all operational aspects of the
Group, the implementation of the Company’s strategic
initiatives in all areas and for identifying and managing
Group risks.
• Membership comprises the Executive Directors, the Group
General Counsel and Company Secretary, the heads of the
Group’s two operational Divisions and the heads of Group
functions.
www.bloomsbury.com
100
Bloomsbury Publishing Plc
Governance
Directors’ Report
The Directors present their report and the audited financial
statements for Bloomsbury Publishing Plc and its subsidiary
companies (the “Group”) for the year ended 29 February 2024.
Bloomsbury Publishing Plc is a company incorporated in England
and Wales, company number 01984336, with its principal place
of business and registered office at 50 Bedford Square, London
WC1B 3DP. Bloomsbury Publishing Plc is a premium listed
company on the Main Market of the London Stock Exchange
subject to the Listing Rules (“LR”) and Disclosure Guidance and
Transparency Rules (“DTR”) of the Financial Conduct Authority.
This Directors’ Report forms part of the Company’s Strategic
Report, as required under the Companies Act 2006 (Strategic and
Directors’ Report) Regulations 2013. TheStrategic Report also
serves as the Management Report for the purposes of DTR 4.1.8R
and includes the reporting requirements of the EU Non-Financial
Reporting Directive, as incorporated into the Companies Act (see
pages 18 to 19 and 38 to 66 of this Annual Report).
This section of the Annual Report contains the remaining matters
which the Directors are required to report on each year, which
do not appear elsewhere in the Annual Report. Additional
information incorporated into this section by reference −
including information required under the Companies Act 2006
and LR 9.8.4R − can be found in the following sections:
Information
Section in the
Annual Report Page
Future developments
of the Company
Strategic Report 15 to 17 and
20 to 21
Principal risks and risk
management
Strategic Report 82 to 92
Use of financial instruments,
financial risk management
objectives and policies
Financial Statements 188 to 191
Environmental matters
and TCFD reporting
Strategic Report 60 to 81
Greenhouse gas emissions Strategic Report 62 to 66
Viability statement Strategic Report 92
Governance
arrangements
Corporate
Governance Report
93 to 143
Directors Corporate
Governance Report
96 to 97
Employment policies and
employee engagement
Strategic Report 48 to 52
Diversity, Equity and
Inclusion
Strategic Report 53 to 56
Stakeholder engagement Strategic Report 40 to 47
S172 statement 38
Overseas activities
The Group has overseas subsidiaries that are based and operate
in North America, Australia, Ireland and India and a joint venture
company that operates in China. These subsidiaries allow
locally employed teams to deliver services locally to authors
and customers. Employees from all Bloomsbury offices can be
involved in business development and travel to various countries
worldwide.
Overseas branches
A Group subsidiary has an overseas branch in the Republic of
Ireland.
Results
Pages 33 to 38 of this Annual Report set out the Group’s profit
before tax and highlighted items and revenue, along with other
key performance indicators. Profit after tax for the Group’s
operations for the year was £32.3 million (2023: £20.2 million).
Material post-balance sheet events
On 15 May 2024, Bloomsbury entered into an unsecured term
loan facility with Lloyds Bank Plc. The facility comprises a
committed term loan facility of $37.5 million and runs for 3 years
to May 2027. The facility is subject to two covenants, being
a maximum net debt to EBITDA ratio of 2.5x and a minimum
interest cover covenant of 4x. The existing RCF agreement
remains in place until November 2026.
Dividend
The Directors recommend a final dividend of 10.99 pence
per share. The dividend will be payable on 23 August 2024 to
Shareholders on the register on the record date of 26 July 2024.
The dividends paid and proposed by the Company for the years
ended 29 February 2024 and 28 February 2023 are as follows:
Dividend
Dividend
per share
Total
dividend
Record
date
Paid/payable
date
2024 Final
(proposed)
10.99p £8.95m 26 July 2024 23 August
2024
2024 Interim 3.70p £3.01m 3 November
2023
1 December
2023
Total 14.69p £11.96m
2023 Final 10.34p £8.40m 28 Jul 2023 25 Aug 2023
2023 Interim 1.41p £1.15m 4 Nov 2022 2 Dec 2022
Total 11.75p £9.55m
Stock code: BMY
Annual Report and Accounts 2024
101
Governance
Directors
The names of the Directors as at the date of this Report, together
with biographical details, are on pages 96 to 97 of this Annual
Report. The Directors serving on the Board of the Company
during the year were as follows:
Non-Executive Chairman: Sir Richard Lambert
Independent Non-Executive
Directors: Leslie-Ann Read
Baroness Lola Young
John Bason
Executive Directors: Nigel Newton
Penny Scott-Bayfield
There were no appointments to or resignations from the Board
during the year.
Details of Directors’ service contracts and Directors’ interests
in shares, awards and options are shown in the Directors’
Remuneration Report. Other than as disclosed in that Report,
none of the Directors held any interest, either during, or at the
end of, the financial year in any material contract or arrangement
with the Company or any subsidiary undertaking. The terms
under which Directors’ contracts may terminate are described in
the Directors’ Remuneration Report on pages 129 to 130. This
includes details of any arrangement by which the Company would
pay compensation to its Directors for loss of office, for loss of
employment or would make payments in respect of a change of
control of the Company.
Appointment and replacement of Directors
The Company is governed by its Articles of Association
(“Articles”), the Companies Act 2006 and related legislation
with regard to the appointment and replacement of Directors.
Company policy is to appoint Directors to the Board on the
recommendation of the Nomination Committee. This may be as
part of the progressive refreshing of the Board, to fill a vacancy
arising as a result of a retiring Director or as part of measures
taken to enhance the skills, experience, capability and balance of
the Board.
All Directors continuing in office stand for annual re-election
as required under the 2018 UK Corporate Governance Code.
Accordingly, the Chairman, on behalf of the Board, confirms
that each Director proposed for re-election at the 2024 Annual
General Meeting (“AGM”) continues to contribute effectively and
demonstrate commitment to the role (including commitment of
time for Board and Committee meetings and any other duties). In
addition, the Board believes that each such Director is important
to the long-term success of the Company.
The Company, through its Shareholders, may remove a Director
from office by passing an ordinary resolution at a General
Meeting.
Powers of Directors
The powers of Directors are described in the Articles, the
Companies Act 2006 and in the schedule of matters reserved for
the Board, a copy of which is available on the Company’s website
at www.bloomsbury-ir.co.uk.
Directors’ indemnities and insurance
The Company’s Articles permit it to indemnify the Directors to
the extent permitted by law in respect of liabilities incurred as a
result of their office. They also permit the Company to purchase
insurance for its Directors and it has maintained insurance
throughout the year for its Directors and Officer (the Company
Secretary) against the consequences of any actions brought
against them in relation to their duties.
Directors’ conflicts of interest
Procedures are in place to ensure compliance with the Directors’
conflict of interest duties set out in the Companies Act 2006.
They have been complied with during the year and the Board
considers that these procedures operate effectively. Details of any
new potential or actual conflicts must be submitted to the Board
for consideration at the start of each meeting. These may be
approved, or the Director may be asked, where appropriate, to
withdraw from any consideration of a matter where a potential or
actual conflict exists.
Charitable and political donations
No political donations were made by the Group during the
current or previous year. Information about the charitable
donations made by the Company during the year is set out on
pages 57 to 58 of this Annual Report.
Articles of Association
The Company’s Articles may only be amended by special
resolution of the Shareholders. The Articles are available on the
Company’s website at www.bloomsbury-ir.co.uk.
Share capital and rights attaching
to the Company’s shares
The share capital of the Company comprises a single class of
Ordinary 1.25 pence shares (“Ordinary shares”). During the year,
the Company did not cancel any shares.
Details of the issued share capital can be found in Note 21.
Share movements during the year are, therefore, as follows:
Fully paid Ordinary
shares in issue
As at 1 March 2023 81,608,672
Movement during the year –
As at 29 February 2024 81,608,672
No Ordinary shares carry special rights with regard to control
of the Company. At a general meeting of the Company, every
member has one vote on a show of hands and, on a poll, one
vote for each share held. The Notice of General Meeting specifies
deadlines for exercising voting rights either by proxy or by being
present in person in relation to resolutions to be passed at a
general meeting.
www.bloomsbury.com
102
Bloomsbury Publishing Plc
Governance
Directors’ Report
continued
Under the Articles, any share in the Company may be issued with
such rights or restrictions, whether in regard to dividend, voting,
return of capital or otherwise as the Company may, from time to
time, by ordinary resolution determine (or, in the absence of any
such determination, as the Directors may determine).
No Shareholder is, unless the Board decides otherwise, entitled
to attend or vote, either personally or by proxy at a general
meeting or to exercise any other rights conferred by being a
Shareholder if they, or any person with an interest in shares, have
been sent a notice under Section 793 of the Companies Act
2006 (which confers upon public companies the power to require
information with respect to interests in their voting shares) and
they, or any interested person, failed to supply the Company
with the information requested within 14 days after delivery of
that notice. The Board may also decide to apply to the court for
an order under Section 794 of the Companies Act 2006 so that
no dividend is payable in respect of those default shares and
that no transfer of any default shares shall be registered. These
restrictions end seven days after receipt by the Company of a
notice of an approved transfer of the shares or all the information
required by the relevant Section 793 notice, whichever is earlier.
The Directors may refuse to register any transfer that is not a fully
paid share, although such discretion may not be exercised in a
way which the FCA regards as preventing dealing in the shares
of that class from taking place on an open and proper basis. The
Directors may likewise refuse any transfer of a share in favour of
more than four persons jointly.
The Company is not aware of any other restrictions in the transfer
of Ordinary shares in the Company other than certain restrictions
that may, from time to time, be imposed by laws and regulations.
The Company is not aware of any agreements between
Shareholders that may result in restrictions on the transfer of the
securities or voting rights.
Share dilution
In respect of dilution limits, the Company adheres to the updated
“Investment Association Principles of Remuneration” issued in
November 2022. In particular:
• The rules of the Bloomsbury Publishing Plc Executive Share
Plan, approved by Shareholders at the Company’s 2023 AGM
(the “2023 PSP”) and the 2014 Performance Share Plan (“2014
PSP”) scheme ensure that:
– Commitments to issue new shares or reissue treasury shares
under Executive (discretionary) schemes do not exceed
5% of the issued Ordinary share capital of the Company
(adjusted for share issuance and cancellation) in any rolling
ten-year period; and
– Commitments to issue new shares or reissue treasury shares,
when aggregated with awards under all of the Company’s
other schemes, including those of the two employee
Sharesave plans (the 2014 Bloomsbury Publishing Plc
Sharesave Plan and the Bloomsbury Publishing Plc 2023
Sharesave Plan which was approved by Shareholders at
the Company’s 2023 AGM (the “2014 and 2023 Sharesave
Plans”)), do not exceed 10% of the issued Ordinary share
capital (adjusted for share issuance and cancellation) in any
rolling ten-year period.
• The Remuneration Committee ensures that appropriate
policies regarding flow-rates exist in order to spread the
potential issue of new shares over the life of relevant schemes
so that the limit is not breached.
The Bloomsbury Employee Benefit Trust may purchase shares in
the market to be used for satisfying vested LTIP awards under the
2023 and the 2014 PSPs and other employee share options granted
under the 2014 and 2023 Sharesave Plans. Further details are given
below.
Authorities to purchase shares, to allot
shares and pre-emption rights
The Notice of the 2024 Annual General Meeting and explanatory
foreword sets out:
• An ordinary resolution renewing the authority for the Directors
to allot shares under Section 551 of the Companies Act 2006;
• Special resolutions renewing the authority given to the
Directors to disapply statutory pre-emption rights under
Section 571 of that Act to allow shares to be issued for cash
or treasury shares to be sold for cash on a non-pre-emptive
basis; and
• A special resolution renewing the authority given to the
Directors to purchase the Company’s own shares on the stock
market.
Employee Benefit Trust
The Bloomsbury Employee Benefit Trust (“EBT”) may purchase
shares in the market to be used for satisfying PSP awards and
other employee share options that vest. During the year, the EBT
held Ordinary shares of 1.25 pence in the Company as follows:
Fully paid Ordinary
shares held by EBT
As at 1 March 2023 400,626
Shares purchased 605,918
Shares released to satisfy share awards (835,727)
As at 29 February 2024 170,817
Up to the signing of this Report, the EBT held 170,817 Ordinary
shares of 1.25 pence in the Company, being 0.21% of the issued
Ordinary share capital. The Trustee may vote on shares held by
the EBT at its discretion, but waives its right to a dividend.
Share purchases of own shares
During the year, the Company made no purchases of its own
shares and the authority granted by Shareholders at the 2023
AGM for the Company to purchase its own shares was, at the
end of the reporting period, still valid. This authority allows the
Company to make market purchases of up to 10% of the issued
Ordinary share capital as at 22 May 2024 (excluding treasury
shares).
Stock code: BMY
Annual Report and Accounts 2024
103
Governance
Substantial shareholdings
As at 29 February 2024, the Company had been notified under
DTR 5 of the following interests of 3% or more in the issued share
capital of the Company.
Institution
Ordinary shares
number million
% issued
shares
1
Allianz SE 4.10 5.02%
BlackRock Inc 7.97 9.76%
Canaccord Genuity Group Inc. 8.16 10.00%
JPMorgan Asset Management
(UK) Limited 4.79 5.00%
Montanaro Asset Management
Limited
2
3.25 4.30%
Premier Miton Group Plc 3.97 4.87%
1
Based on 81,608,672 issued shares.
2
Notified against previous number of 75,328,570 shares in issue.
All notifications made to the Company under DTR 5 are published
on the Regulatory Information Service and on the Company’s
website (www.bloomsbury-ir.co.uk).
The information in the table above was correct at the date of
notification to the Company.
Between 29 February 2024 and 13 May 2024 (being the latest
practicable date before the publication of this Report), the
Company has not received any further notifications under DTR 5.
Change of control
The Group has established close relationships over a long period
within the publishing markets in which it operates. It relies heavily
on its goodwill and reputation and, in particular, on its reputation
as an autonomous independent publisher with authors, customers
and key employees that could be affected by a change of control.
The Company has entered into a long-term agreement with
Hachette UK Distribution Limited in respect of the provision of
logistics fulfilment services from April 2025 (primarily in relation to
the distribution of printed products) which, under its terms, may
be terminated upon notice in the event of a change of control in
respect of either party to the agreement. The Group’s revolving
credit facility described at Note 24 contains provisions which
permit the lender to terminate the facility in the event of a change
of control of the Company.
The Company’s share incentive schemes (see Note 22 for further
details of the share incentive schemes) contain provisions relating
to a change of control of the Company following a takeover bid.
Under these provisions, a change of control of the Company
would normally be a vesting event, facilitating the exercise of
awards, typically subject to the discretion of the Remuneration
Committee.
Contracts and arrangements essential
to the business
The Group has a diverse base of authors, customers and general
suppliers so that its dependency on any one individual author,
customer or supplier is reduced. Primarily, in respect of printed
books, the Group develops longer-term relationships with a
reduced number of business partners, printers and distributors
to maximise process efficiencies and economies of scale. Failure
of a main supplier could temporarily disrupt the supply of books
to market or result in increased cost of working while alternative
arrangements are made.
The Group depends on its reputation, which strongly influences
authors and customers in their selection of publisher.
Cautionary statement
The Directors’ Report, together with all sections incorporated into
it by reference, has been prepared only for the Shareholders of
the Company. Its sole purpose and use is to assist Shareholders
to exercise their governance rights. In particular, the Directors’
Report has not been audited or otherwise independently verified.
The Company, its Directors and employees are not responsible
for any other purpose or use or to any other person in relation to
the Directors’ Report.
The Directors’ Report contains indications of likely future
developments and other forward-looking statements that are
subject to risk factors associated with, among other things, the
economic and business circumstances occurring from time to
time in the sectors, countries and business divisions in which the
Group operates.
These factors include, but are not limited to, those discussed in
the Risk Factors and Risk Management section. These, and other,
factors could adversely affect the Group’s results, strategy and
prospects. Forward-looking statements involve risks, uncertainties
and assumptions. They relate to events and/or depend on
circumstances in the future that could cause actual results and
outcomes to differ materially from those currently anticipated. No
obligation is assumed to update any forward-looking statements,
whether as a result of new information, future events or otherwise.
Auditor
a) Appointment of the Auditor
A resolution to reappoint Crowe U.K. LLP as Auditor will be
proposed at the forthcoming AGM.
b) Statement as to disclosure of information
to the Auditor
The Directors who were in office on the date of approval of these
financial statements have confirmed that, as far as they are aware,
there is no relevant audit information of which the Auditor is
unaware. The Directors have each confirmed that they have taken
all the steps that they ought to have taken as Directors in order to
make themselves aware of any relevant audit information and to
establish that it has been communicated to the Auditor.
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Governance
Directors’ Report
continued
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report
and the Group and Parent Company financial statements in
accordance with applicable law and regulations.
Company Law requires the Directors to prepare Group and Parent
Company financial statements for each financial year. Under that
law, they are required to prepare the Group financial statements
in accordance with UK-adopted international accounting
standards and applicable law and have elected to prepare the
Parent Company financial statements on the same basis.
Under Company Law, the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Parent Company
and of the Group’s profit or loss for that period. In preparing
each of the Group and Parent Company financial statements, the
Directors are required to:
• Select suitable accounting policies and then apply them
consistently;
• Make judgements and estimates that are reasonable, relevant,
reliable and prudent;
• State whether they have been prepared in accordance with
applicable accounting standards in conformity with the
requirements of the Companies Act 2006;
• Assess the Group and Parent Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to
going concern; and
• Use the going concern basis of accounting unless they either
intend to liquidate the Group or the Parent Company or to
cease operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy, at any time,
the financial position of the Company and enable them to ensure
that its financial statements comply with the Companies Act 2006.
They are responsible for such internal control as they determine
is necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to fraud or
error, and have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Group
and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance
Statement that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company’s website. Legislation in the UK, governing the
preparation and dissemination of financial statements, may differ
from legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency Rule
4.1.15R, the financial statements will form part of the Annual
Report prepared using the single electronic reporting format
under the TD ESEF Regulation. The Auditor’s Report on these
financial statements provides no assurance over the ESEF format.
Safe harbour
Under the Companies Act 2006, a safe harbour limits the liability
of Directors in respect of statements in and omissions from the
Strategic Report and the Directors’ Report. Pages 01 to 213 of
the Annual Report, and the front and back covers to the Annual
Report, are included within the Directors’ Report by reference and
so are included within the safe harbour.
Responsibility statement of the Directors
in respect of the Annual Financial Report
Each of the Directors, whose names and functions are set out on
pages 96 and 97 of this Annual Report, confirm that, to the best
of their knowledge:
• The financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company and the undertakings included in the
consolidation taken as a whole; and
• The Strategic Report/Directors’ Report include a fair review
of the development and performance of the business and the
position of the issuer and the undertakings included in the
consolidation taken as a whole, together with a description of
the principal risks and uncertainties that they face.
We consider the Annual Report and Accounts, taken as a whole,
is fair, balanced and understandable and provides the information
necessary for Shareholders to assess the Group’s position and
performance, business model and strategy.
Legislation in the UK governing the preparation and
dissemination of financial statements may differ from legislation in
other jurisdictions.
The Strategic Report and Directors’ Report were approved by the
Board on 22 May 2024.
On behalf of the Board
Nigel Newton Penny Scott-Bayfield
Chief Executive Group Finance Director
Stock code: BMY
Annual Report and Accounts 2024
105
Governance
Governance structure
andBoardeffectiveness
Role of the Board
The Board is responsible for the overall leadership of the Group.
It therefore determines and oversees the execution and delivery
of strategy, and is responsible for the overall management,
control and performance of business. The Board reviews and
monitors internal controls, risk management, principal risks,
governance and viability of the Company, and is closely involved
in developing and monitoring the Group’s values and culture,
including understanding how the right values and culture are
embedded. The Board’s work during the year is set out on pages
109 to 110 and shows the usual schedule of business as well as
updates on specific topics.
Board oversight of culture and values
The Company’s core values, as set out on page 49 of this Annual
Report, are central to its purpose: to inform, educate, entertain
and inspire readers of all ages all over the world. These values
fundamentally inform the strategy adopted by the Company
in pursuing that purpose, and the behaviours and activities of
the Company’s workforce in achieving the Company’s strategic
objectives. The Board plays an important role in promoting a
positive culture within the Company. It is closely involved in
shaping the Company’s values and monitors the culture of the
Company with the assistance of its Committees.
The Board receives regular updates from the Company’s Group
Director of People and Engagement on employee matters
including key themes and issues arising out of the Company’s
programme of Employee Voice Meetings. This includes the
detailed notes of these meetings, some of which have been
attended by Executive and Non-Executive Directors as well
as members of the Executive Committee. The meetings are
intended to allow employees in the UK and abroad to voice
matters of concern along with suggestions for improvements.
Further information on the Company’s Employee Voice
Programme is set out on page 50 of this Annual Report.
Other ways in which the Board monitors culture include reviewing
the results of employee surveys, monitoring staff turnover levels,
the outcome of any whistleblowing reports, and reports on
training and development opportunities offered to staff.
The Board has not identified any significant issues pursuant to its
monitoring activities that require corrective action.
The Board recognises the importance of these matters and we
continue to focus on developing relevant policies.
Engagement with stakeholders
The Board recognises its duties towards the Company’s
stakeholders as set out in Section 172 of the Companies Act 2006.
Details of the Company’s engagement with key stakeholders,
including how their interests and the matters set out in Section
172 have been considered in Board discussions and decision-
making, are set out on pages 40 to 47 of this Annual Report.
The Board allocates time at each Board meeting to consider
stakeholder interests and how these have been taken into
account in respect of the matters discussed. The Board is
responsible for ensuring a satisfactory dialogue with Shareholders
based on the mutual understanding of objectives. In addition,
Shareholders are kept updated through annual and half-year
results, trading updates and other performance and news items
via the Regulatory New Service.
At times, members of senior management or key people within
the business are invited to Board meetings to provide the Board
with further insight into the interests of a particular stakeholder
group, where required. In respect of engagement with the
workforce, the Board considers the method of engagement
through the forum of Employee Voice Meetings, as described
above, to be effective, as it provides a means for the Board to
hear directly from employees on matters of concern to them,
and provides insight on how to enhance employee satisfaction
and work effectiveness within the Company. The Board is actively
involved in considering and developing the Company’s response
to matters raised during Employee Voice Meetings.
The Directors consider that they have acted in the way they
consider, in good faith, would promote the success of the
Company for the benefit of its members as a whole, having
regard to the stakeholders and matters set out in Section 172 (1)
(a–f) of the Companies Act 2006 in the decisions taken during the
year ended 29 February 2024.
Powers and responsibilities of the Board
The Company’s Articles of Association set out the Board’s powers.
The Board has a formal schedule of matters specifically reserved
for its own decision. A copy of this schedule can be found on the
Company’s website at www.bloomsbury-ir.co.uk. The schedule
is reviewed annually and updated where appropriate to ensure
that it complies with the Code and other legal and regulatory
requirements, andreflects best corporate practice.
Corporate Governance Report
The Board is committed to good governance and recognises the
important role it plays in supporting the Group’s long-term success
and sustainability and serving the interests of Shareholders and
other key stakeholders.
www.bloomsbury.com
106
Bloomsbury Publishing Plc
Governance
Board Committees
The Board has three Committees to assist in the discharge of
its duties: the Audit Committee, Nomination Committee and
Remuneration Committee. The Chairs and members of these
Committees are appointed by the Board on the recommendation
of the Nomination Committee in consultation with the respective
Committee Chair. Eachofthe Committees have formally
delegated duties and responsibilities under their written terms
of reference, which are approved by the individual Committees
and the Board and can be found on the Company’s website,
www.bloomsbury-ir.co.uk. Each Committee’s terms of reference
are reviewed annually to ensure that they comply with the Code
and other legal and regulatory requirements, andreflect best
corporate practice.
All main Board meetings provide standing items for each
Committee Chair to update the Board after each Committee
meeting. Committees also submit reports and recommendations
to the Board on any matter which they consider significant to the
Group.
The main roles and responsibilities of the Board Committees are
summarised in the Corporate Governance Framework set out on
page 100 of this Annual Report.
The Board may also appoint a subcommittee of the Board as and
when required.
Further information on the activities of each Committee is
detailed within the separate Committee reports.
Composition of the Board
As at the date of this report, the Board comprises the Non-
Executive Chairman, two Executive Directors – the Chief
Executive and the Group Finance Director – and three
Independent Non-Executive Directors, one of whom is appointed
as the Senior Independent Director. The biographies of the
current Directors appear on pages 96 to 97 of this Annual Report.
Aligning to the 2018 UK Corporate
Governance Code
The following pages within this Annual Report set out how the
Company has applied the principles of the Code during the year:
Chapters of the Code Page
Board leadership and Company purpose 06, 106 to 112
Division of responsibilities 108
Composition, succession and evaluation 111, 113 to 117
Audit, risk and internal control 82 to 92, 118 to
122
Remuneration 123 to 143
Stock code: BMY
Annual Report and Accounts 2024
107
Governance
The key responsibilities of the Board include:
• Reviewing and setting long-term objectives and
commercial strategy and determining its risk appetite
in the light of those long-term objectives;
• Developing and monitoring the Company’s values,
standards and culture;
• Considering stakeholder interests in decision-making;
• Reviewing and approving the annual operating and
capital expenditure budget;
• Reviewing the Company’s performance in light of
the Group’s strategy, objectives, business plans and
budgets;
• Approving an extension of the Group’s activities into
new business or geographic areas;
• Approving any decision to cease to operate all, or any
material part, of the Group’s business;
• Approving major changes to the Group’s corporate,
senior management and control structure or share
capital structure;
• Approving the Annual Report and Accounts, the half-
year statements and associated announcements;
• Approving the dividend policy and declaration of
dividends;
• Approving significant changes in accounting
policies or practices as recommended by the Audit
Committee;
• Approving the treasury policy and matters requiring
approval under that policy;
• Monitoring the Group’s risk management policy and
procedures, oversight of the internal risk control
framework and carrying out an annual review of their
effectiveness, while assessing the Group’s principal
and emerging risks;
• Approving all material contracts, acquisition of
titles, net advances and major investments above a
specified level;
• Approving resolutions to be put to the AGM and
circulars to Shareholders;
• Approving changes to the structure, size and
composition of the Board, following recommendations
of the Nomination Committee, along with the Group’s
overall governance arrangements;
• Approving appointments to the Board, following
recommendations of the Nomination Committee;
• Approving the Remuneration Policy upon
recommendation of the Remuneration Committee;
• Approving the remuneration of Non-Executive
Directors;
• Approving various major Group policies, such as the
Whistleblower Policy, Share Dealing Code and Health
and Safety policies;
Corporate Governance Report
continued
Division of responsibilities
Chairman • Ensuring the effective operation of the Board and its Committees in conformity with the highest standards of
governance
• Leading, chairing and managing the Board
• Promoting a culture of openness and debate at Board level and ensuring constructive relations between Non-
Executive and Executive Directors
• Setting the Board agenda and ensuring adequate time is available for discussion on all agenda items
• Ensuring the Board receives accurate, clear and timely information
• Leading the performance evaluation of the Board and acting on its outcome
• Ensuring that there is effective communication with Shareholders and other stakeholders
• Considering the composition and succession planning of the Board and its Committees
• Ensuring the Board’s Committees are properly structured with appropriate terms of reference
• To review, identify and meet the training and development needs of individual Directors and that of the Board
as a whole
• Ensuring that Directors receive a tailored induction programme when joining the Board
Chief Executive • Managing the Group’s business and implementing Board decisions, policies and strategies
• Developing the Group’s corporate strategy and objectives for recommendation to the Board
• Providing leadership as Chair of the Executive Committee to achieve strategic objectives
• Promoting the Company’s values and desired culture to the workforce and ensuring that operational policies
and practices drive appropriate behaviours
• Leading effective engagement with Shareholders and other stakeholders
• Monitoring, reviewing and managing the risk framework and strategies with the Board
Group Finance Director • Providing day-to-day management of the Group’s financial affairs
• Managing the Group’s financial planning, reporting and analysis
• Supporting the Chief Executive in developing and implementing strategy
• Leading other functional areas, such as tax, treasury, internal controls and risk management, IT and corporate
finance
Senior Independent
Director
• Acting as a sounding board for the Chairman
• Serving as an intermediary for the other Directors and Shareholders as necessary
• Meeting with Shareholders on matters where usual channels are deemed inappropriate
• Leading the annual evaluation of the Chairman of the Board
Non-Executive
Directors
• Scrutinising and holding to account the performance of management and individual Executive Directors
against agreed performance objectives
• Providing constructive challenge to the Executive Directors
• Contributing to the development of proposals on strategy and proposed corporate initiatives
• Monitoring the integrity of financial information, financial and non-financial controls and systems of risk
management
Company Secretary • Advising the Board, through the Chairman, on all governance-related matters and best practice
• Providing advice and services to the Directors and Board Committees where requested
• Ensuring clear and timely information flow to the Board and its Committees
There is a clear separation of the roles of the Chairman and Chief Executive to prevent any individual from having unfettered powers of
decision. A formal statement describing the division of responsibilities between the Chief Executive and the Chairman, together with
details of the roles and responsibilities for each of the Chairman, Chief Executive and Senior Independent Director, can be found at
www.bloomsbury-ir.co.uk.
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108
Bloomsbury Publishing Plc
Governance
Activities of the Board during the year
The following key matters are standing agenda items at every
Board meeting:
• Declarations of any potential conflicts of interest and or
significant additional time commitments pertaining to
Directors;
• Updates from the Audit, Nomination and Remuneration
Committee Chairs;
• Report from the Chief Executive;
• Report from the Group Director of People and Engagement on
HR initiatives and outcomes of Employee Voice Meetings;
• Report from the Group Finance Director;
• Consideration of how stakeholder interests and Section
172 considerations have been taken into account in Board
discussions and decision-making at that meeting.
In addition, most meetings also include an ESG update and a
Corporate Governance report.
Other key areas of focus for the Board during the year were:
• Discussion of strategy and review of progress against agreed
financial and strategic objectives and internal and external
forecasts;
• Approval of major projects in areas such as new IT systems and
the appointment of Hachette Distribution as the Company’s
print distributor from 2025;
• Review of the management accounts, short- and long-term
forecasts, key performance indicators and full-yearforecasts;
• Review and approval of the annual budget;
• Review of the Company’s sustainability strategies and TCFD
disclosures, and updates in respect of related workstreams;
• Review of Health and Safety, approval of a new Health and
Safety policy and general staff wellbeing;
• Review and consideration of the Company’s principal and
emerging risks and how they are mitigated;
• Review and approval of the Annual Report and Accounts,
the half-year statements, trading updates and associated
announcements;
• Review and approval of the Notice of AGM and resolutions
contained therein, noting the recommendations of proxy
agencies as to voting recommendations;
• Investor feedback from Executive Director meetings with
Shareholders;
• Approval of the interim and final dividends, including a
rebalancing of the amounts between the interim and final
dividends each year;
• Reports by Executive Directors on strategic and operational
matters;
• Review of progress on IT projects;
• Review and approval of the 2023 Sharesave grant;
• Review of the Group Treasury policy and approval of banking
matters;
• Review of the Group’s tax strategy;
• Review and approval of the Gender Pay Gap Report and the
Modern Slavery and Human Trafficking Statement;
• Review and approval of terms of reference for all the
Committees;
• Review and approval of the schedule of matters reserved for
the Board;
• Review of conflicts of interest;
• Review and approval of the fees of the Non-Executive
Directors;
• Monitoring and understanding of organisational culture and
values;
• Consideration of the Board’s responsibility in respect to
diversity, equity and inclusion;
• Consideration of the Company’s key stakeholders and their
interests, review of stakeholder engagement and in-depth
focus on key stakeholder groups;
• Review of other corporate governance matters, including
forthcoming changes under the 2024 Corporate
Governance Code;
• Review of the Group’s whistleblowing procedures;
• Evaluation of the Board’s own effectiveness, supported by an
external evaluator.
In addition to its regular meetings throughout the year, each year
the Board holds a two-day Strategy meeting with members of
the Company’s Executive Committee and other key operational
employees. During this meeting, the Board undertakes an in-
depth review of key areas of the Company’s business, considers
the opportunities available to the Company and the challenges it
may face, and sets the strategic direction of the Company. It also
takes the opportunity to broaden its knowledge with seminars on
topics of current interest and hear the reflections of authors on
books they have written for Bloomsbury to publish.
Whistleblowing
Under the Code, the Board is responsible for approving and
overseeing the Group’s whistleblowing policy and ensuring that
adequate procedures are in place for staff to raise concerns
in confidence. The Company has an approved whistleblowing
policy, which can be viewed at www.bloomsbury-ir.co.uk. The
Board is provided with an update of all significant matters that are
reported under the policy. None have been reported during the
year. During the year it approved an amendment to the policy in
order to widen the pool of potential recipients of whistleblower
reports.
Conflicts of interest procedures
The Board operates an annual review of conflicts of interest, in
line with the requirements of the Code, to take positive steps
to identify and manage conflicts of interest. External positions
and any other known interests are considered in terms of any
potential or actual conflict of interest for Directors. In addition,
Directors are required to declare any new interests at the start
of all Board and Committee meetings. The Board’s formal policy
requires a Director, where there is a risk of such a conflict, to
absent themselves from the meeting while the relevant matter is
considered. During the year, there were no actual, or potential,
conflicts of interest arising that required a Director to take this
step. Directors may also notify the Company, via the Company
Secretary, of any actual, or potential, conflict of interest. Any
such notifications are required to be considered and, if thought
appropriate, authorised by the Board.
Stock code: BMY
Annual Report and Accounts 2024
109
Governance
Director independence
The Board has reviewed the independence of each Non-
Executive Director and considers all the Non-Executive Directors
who served during the year to be independent in character and
judgement, and does not consider that there are any relationships
or circumstances that affect, or could appear to affect, their
independent judgement. The Board meets the requirement under
the Code that at least half the Board (excluding the Chairman)
should be Independent Non-Executive Directors.
Time commitments
The time commitments of Directors are considered on
appointment and annually. The Board is satisfied that each of the
Directors have sufficient time to meet their Board responsibilities.
Neither of the Executive Directors have a Non-Executive Director
role at another listed company, or any other appointment that is
deemed to significantly impact the time available for their duties.
Any such appointment by any Director cannot to be undertaken
without the prior approval of the Board. Such a Director would
not be permitted to vote, or be counted in the quorum, for any
decision relating to such a commitment.
Board information and support
All Directors have access to the advice of the Company Secretary
where required. Directors also have access to independent
professional advice, if required, at the Company’s expense.
Attendance at Board and
Committee meetings
The table below shows the attendance of Directors at Board and
Committee meetings during the year ended 29 February 2024.
During the year, there were seven scheduled Board meetings. In
addition, the Directors convened for a two-day Board Strategy
meeting and, separately, to consider the findings of the Board
and Committee evaluation. Executive Directors may also have
been present at Committee meetings, either in full or part,
to update members. Nigel Newton attends the Nomination
Committee as a full member.
Committee appointments Board Remuneration Audit Nomination
Chairman
Sir Richard Lambert
N
R
7/7 4/4 – 4/4
Executive Directors
Nigel Newton
N
7/7 – – 4/4
Penny Scott-Bayfield 7/7 – – –
Non-Executive Directors
John Bason
A
N
R
7/7 4/4 4/4 4/4
Leslie-Ann Reed
A
N
R
7/7 4/4 4/4 4/4
Baroness Lola Young of Hornsey
N
6/7 – – 4/4
Committee member:
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
Corporate Governance Report
continued
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110
Bloomsbury Publishing Plc
Governance
Board and Committee
evaluation for 2023/2024
The Board
The Board conducts an annual formal evaluation of its
performance. For 2023/2024, this was an externally facilitated
evaluation and took place shortly after the financial year. The
evaluation was conducted by Value Alpha Limited (“Value-
Alpha”), an independent advisory firm, which had previously
facilitated an independent review of the Company in 2021. The
owner of Value-Alpha, Seamus Gillen, has since become an
author, published by Bloomsbury Business. Publication of the
book was conducted at arm’s length and on standard contractual
terms, independent of the Board. Value-Alpha otherwise has no
connections with any of the Directors.
Terms of engagement were approved before the start of the
process, covering the objectives and scope of the evaluation and
including access to Directors and other persons individually and
the Board as a whole. It was agreed that the Company Secretary
would be the initial point of contact to discuss the way the
process was being managed. However, the evaluator retained the
right to approach the Chairman of the Board and/or the Chief
Executive directly to raise any concerns. The Company believes
that the principles contained within the Chartered Governance
Institute’s publication “Principles of Good practice for listed
companies using external board reviewers” have been followed.
Value-Alpha has applied to be a signatory to the Code of Practice
for reviewers.
2023/2024 External Evaluation Process
Value-Alpha was selected to conduct the evaluation after
consideration by the Nomination Committee and approval by
the Board. The Company Secretary provided Value-Alpha with
resources, such as recent Board and Committee papers and
minutes from previous Board and Committee meetings to enable
Value- Alpha to undertake a prior review.
Value-Alpha held one-to-one interviews with each of the
Directors and the Company Secretary, the Internal and External
Auditors and senior managers who presented to the Board on
a frequent basis. Interviews were conducted on a confidential,
non-attributable basis. The meetings covered questions such
as whether the Board was focusing on the critical issues, its
relationships with the wider environment and the Executive team,
and whether it reflected properly on its duties of leadership and
decision-making. Other questions asked whether it functioned
well as a team and whether the systems and processes were in
place to ensure good governance.
To gather insight into the Board’s dynamics, culture, leadership
and individual Director contributions, Value-Alpha observed
a Board meeting and, separately, a meeting of the Audit
Committee.
Value-Alpha delivered its findings to the Board in April 2024,
where the Board was given the opportunity to discuss the points
raised by the evaluation and recommendations on follow-up
actions. This session took place outside of a scheduled Board
meeting.
The conclusions were that the Board functioned well as a team
and that the governance was appropriate for an entrepreneurial
business model where the founder was still present as Chief
Executive. Both Board and Committee performance were
considered good, the Board’s oversight role was being exercised
in a balanced manner in terms of the Executive team and wider
environment. Recommendations included continuing to review
which skills were a priority for any future Non-Executive Director
appointment, whether the Board should review its existing
approach to appointment terms for Non-Executive Directors and
how it might offer learning and development opportunities to
Directors.
Board Committees
Board Committees are evaluated annually as required by their
terms of reference. For 2023/2024, committee evaluation was part
of the wider Board evaluation by Value-Alpha as described above.
The Chairman
Sir Richard Lambert joined the Board in July 2017 as Chairman
and was considered independent upon his appointment. It was
unanimously agreed by the Directors as part of the external Board
evaluation that the Chairman continued to lead the Board in an
effective and positive manner.
Directors
The Board believes that, following the results of the external
Board evaluation, each of the Directors continues to be an
effective Director.
Induction, training and development
Upon appointment to the Board, all Directors undertake a
comprehensive induction process, which includes dedicated
time with the Executive team and senior management. Directors
are also provided with induction materials, which comprise
an overview of the Group and its organisational structure, the
responsibilities of being a Director of a UK-listed Company, Board
policies and procedures, Company policies, minutes of previous
Board and Committee meetings and details of the Board’s
external advisors, amongst other information.
The Board and Committees receive regular updates on key legal,
governance and compliance developments during meetings. For
the Board, these included briefings on accessibility legislation
relevant to the Company’s business, artificial intelligence
and intellectual property, sensitivity editing in publishing and
pressures on free speech in the Company’s key territories. The
Audit Committee received updates on changes to Reporting
Standards and Corporate Governance Reporting, along with
developments in ESG and TCFD reporting; the Remuneration
Committee was updated on emerging trends in reward packages
for directors of listed companies. These updates were in part due
to being in areas identified by the Board as of relevance during
the 2022/2023 Board evaluation.
Stock code: BMY
Annual Report and Accounts 2024
111
Governance
Corporate Governance Report
continued
www.bloomsbury.com
112
Bloomsbury Publishing Plc
Governance
Relations with Shareholders
The Board, led by the Chairman, is responsible for ensuring an
effective engagement with Shareholders based on the mutual
understanding of objectives. During the year, Bloomsbury
appointed a Head of Investor Relations to support the Chief
Executive and Group Finance Director with all investor relations
matters and for contact with Shareholders, as well as with City
analysts. The Annual Report, interim reports, AGM, market
updates and post-results announcement presentations are the
principal means through which the Company communicates its
strategy and performance to Shareholders.
The Company maintains an active dialogue with its institutional
Shareholders and City analysts through a planned programme
of investor relations. Twice a year, there are formal presentations
of results, followed by a series of post-results meetings with
Shareholders. The presentations are made available at www.
bloomsbury-ir.co.uk. The outcomes of these meetings are
reported to the Board. This includes feedback from individual
Directors and from discussions by the Company’s corporate
broker or public relations representative with Shareholders and
City analysts.
In addition, the Chairman invites significant Shareholders to
meet with him to discuss any matter of interest or concern. The
Senior Independent Director is also available to Shareholders
as required. Meetings with Institutional Shareholders and City
analysts are held in-person and virtually.
AGM
All Shareholders are welcome at the AGM, which
includespresentations on the business and an opportunity to
ask questions. It provides an opportunity for them to meet with
the Board and raise matters of interest. The Chairs of the Audit,
Remuneration and Nomination Committees attend and are
available to answerquestions.
Dear Shareholder,
I am pleased to present my report to you as Chair of the
Nomination Committee. This report details the role of the
Nominations Committee at Bloomsbury and the important work it
has undertaken during the year ended 29 February 2024.
Composition of the Committee
The Committee is comprised of myself as Chairman of the
Board and Chair of the Committee, all three Independent Non-
Executive Directors and the Chief Executive. I was considered
independent on appointment as Chairman to the Board and
to the Committee. The following served on the Committee
throughout the year and to the date of this report:
Sir Richard Lambert (Chair)
Nigel Newton
John Bason
Leslie-Ann Reed
Baroness Lola Young
The Committee met four times during 2023/2024. The attendance
record of its members can be found on page 110 of this Annual
Report.
Nomination Committee Report
Role and responsibilities
of the Committee
The terms of reference of the Committee set out its role
and authority. These are reviewed annually and can be
found on the Company’s website, www.bloomsbury-ir.
co.uk.
The main role of the Committee is to assist the Board
by leading the process for appointments to Board roles,
ensuring that the Board has the broad mix of skills and
experience required to provide strategic guidance and
positive challenge to the Company’s leadership team.
In its oversight of the Company’s diversity and inclusion
initiatives, the Committee also plays an important role
in supporting a culture of diversity and inclusivity and
promoting the development of a diverse succession
pipeline throughout the Company.
The Committee’s responsibilities include:
• Reviewing the size, structure and composition of the
Board and making recommendations for changes to the
Board where necessary;
• Regularly monitoring and assessing the skills, knowledge,
experience and diversity of the Board;
• Considering the outcome of the Board performance
evaluations, including reviewing the composition and
diversity of the Board and its Committees and how
effectively Board members work together to achieve
objectives;
• Reviewing annually the time required from Non-Executive
Directors and the number of external appointments held
and, in respect of any additional external appointments
notified to the Board, considering the type of role, the
expected time commitment and any impact which this
might have on the Director’s duties to the Company;
• Ensuring plans are in place for the orderly succession to
Board and senior management positions, and overseeing
the development of a diverse pipeline for succession,
taking into account the leadership requirements of
the Company in the context of the challenges and
opportunities facing the Company;
• Leading the process for new appointments to the Board;
• Identifying and making recommendations to the Board
on potential candidates for appointment to the Board
and senior management positions;
• Overseeing the induction of new Directors and
monitoring ongoing conflicts, time commitments, training
and evaluation of the Board;
• Overseeing the Company’s diversity objectives and
strategies, and monitoring the impact of diversity
initiatives.
Stock code: BMY
Annual Report and Accounts 2024
113
Governance
Activities of the Committee during the
year
The Committee’s key areas of focus during the year are set
out below:
• Reviewing the size and composition of the Board and the
membership of its Committees to ensure the appropriate
balance of skills, experience and perspectives required to
support the achievement of the Company’s objectives is
maintained and corporate governance requirements observed;
• Recommending to the Board the reappointment of Leslie-Ann
Reed at the conclusion of her term of office;
• Recommending the Directors (Executive and Non-Executive) to
the Board for re-election at the 2023 AGM;
• Succession planning for the Board and senior management
including oversight of the diversity of the succession pipeline.
During the year, the Committee was kept informed on the
search and appointment of senior managers including
the appointment of a new Group Director of People and
Engagement, The Group Production Director, the Head
of Investor Relations and a new President for Bloomsbury
Publishing Inc., following the tragic demise of Adrienne
Vaughan in August 2023;
• Reviewing the time commitments and independence of
Non-Executive Directors and monitoring potential conflicts of
interest;
• Considering the Directors’ training needs, bearing in mind the
FRC Guidance on Board Effectiveness expects all Directors
to continually update their skills, knowledge and familiarity
with the Company to fulfil their role both on the Board and
Committees. Details of training undertaken during the year are
given in the Corporate Governance Report;
• Considering the gender balance for direct reports to senior
management;
• Receiving updates at each meeting on the Company’s diversity,
equity and inclusion policies and initiatives;
• Receiving updates on the progress of the Company’s Career
Framework Project undertaken during the year, a primary
objective of which is to support career development and
succession planning within the Company’s workforce;
• Considering the Company’s approach to collecting and
monitoring equal opportunities and diversity data and the
results of the data collection exercise;
• Considering the outcome of the annual review of the Board
and the Committee’s effectiveness, which was conducted with
the support of an external evaluator. The conclusion was that
the Board and its Committees worked well. Further detail on
the Board evaluation is given on page 111;
• Reviewing the Committee’s Terms of Reference and
determining that they continue to be fit for purpose and
effective.
Diversity
The Board recognises the benefits which diversity on the Board,
in senior management positions and throughout the Group can
bring in supporting the achievement of the Group’s strategic
priorities and promoting the Group’s long-term success.
The Board believes that membership of the Board should include
a diverse mixture of skills, professional and industry backgrounds,
gender and ethnicity, on the basis that a diverse Board with
a range of views, perspectives, opinions and experience will
improve its decision-making and better support the leadership
team in achieving the Company’s strategic priorities.
The Board supports the recommendations of the FTSE Women
Leaders Review (previously the Hampton-Alexander Review) to
have at least 40% female Board members and the Parker Review
target to have at least one Board member from a minority ethnic
background. The composition of the Board currently meets these
targets. When considering new appointments to the Board, in
addition to the consideration of diversity of skills, experience
and backgrounds, the Committee will continue to have regard to
such recommendations, while recognising that periods of change
in Board composition may result in temporary periods where
these are not met. The Board Diversity Policy can be accessed
on our website at www.bloomsbury-ir.co.uk/governance/
governance-other.
In addition to meeting the recommendations set out in the FTSE
Women Leaders Review and the Parker Review, the Board also
meets the target set within the Listing Rules to have at least one
senior Board position held by a woman.
www.bloomsbury.com
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Bloomsbury Publishing Plc
Governance
Nomination Committee Report
continued
The data set out in the above tables was collected by way of
questionnaire; the gender data was collected on the basis of an
individual’s legal sex as registered on their birth certificate.
The Board considers there to be a diverse pipeline of senior
management with respect to gender balance. A majority of the
Executive Committee and their direct reports are women, details
of which can be found on pages 53 to 54. Further information
on the gender balance at different levels of Bloomsbury can be
found in the Company’s Gender Pay Gap Report on its website
(www.bloomsbury-ir.co.uk).
Oversight of the Company’s diversity
and inclusion policy and practices
The Board and Executive Committee are committed to promoting
a culture of diversity and inclusion throughout the Company, and
believe that the environment in which they operate should be one
that respects individuals and their contributions, regardless of any
individual characteristic.
The promotion and dissemination of a diverse range of voices
and perspectives from an international author base is central to
the Company’s mission and purpose. The Board and Executive
Committee believe that diversity within the Company’s workforce,
and at senior levels of management, serves this purpose
and supports the delivery of strategic objectives. The Board
recognises the importance of the Company’s workforce and its
publishing being reflective of the society in which it operates and
has delegated oversight of the Company’s diversity objectives
and strategies and monitoring of the impact of diversity
objectives to the Committee.
The Committee receives regular updates on the Company’s
diversity and inclusion strategies and monitors the impact of
related initiatives.
During the year the Company carried out an Equal Opportunities
data collection exercise to capture demographic data of the
Company’s workforce, to support the Company’s work on diversity
and inclusion and to better enable the development of a diverse
succession pipeline. The Committee reviewed and commented
on the Equal Opportunities survey at the proposal stage,
including on how the data would be used, and considered the
results yielded by the exercise.
Further information on diversity, equity and inclusion at Bloomsbury
can be found on pages 53 to 56 of this Annual Report.
Board balance by experience and skills
Bloomsbury Board members have a wide range of experience
and skills which enables the Board to support the Company’s
leadership team and advance its strategy. A matrix of the Board’s
skills and experience are set out at the bottom of page 117.
The Committee regularly reviews the composition of the Board,
taking into account the composition best positioned to advance
the Group’s strategy for the benefit of all its stakeholders.
In accordance with Listing Rule 9.8.6R(9), the Committee confirms that, as at 29 February 2024, the Board met the diversity targets set out
under Listing Rule 9.8.6R(9) as further disclosed in the tables below:
Gender identity or sex
Number
of Board
members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
Executive
management
Percentage
of Executive
management
Men 3 50% 2 3 43%
Women 3 50% 2 4 57%
Not specified/prefer not to say Nil - - - -
Ethnic background
Number
of Board
members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
Executive
management
Percentage
of Executive
management
White British or other White (including
minority white groups) 5 83% 4 6 85.7%
Mixed/multiple ethnic groups - 0% - 1 14.3%
Asian/Asian British - 0% - - -
Black/African/Caribbean/Black British 1 17% - - -
Other ethnic group, including Arab - - - - -
Not specified/prefer not to say
Stock code: BMY
Annual Report and Accounts 2024
115
Governance
Board composition Non-Executive
Board Tenure
Chairman
Executive Directors
Non-Executive Directors
0−3 years
3−6 years
6−9 years
Board gender diversity Board ethnic diversity
Male: 50%
Female: 50%
Directors from a minority
ethnic background
White
Appointments to the Board
Appointments to the Board are usually selected using
independent search consultants, unless there are exceptional
circumstances where a suitable candidate has been found outside
of this process. Search consultants are requested to prepare
a longlist of high-quality, qualified and diverse candidates.
Consideration will be given to all the knowledge, experience,
skills and backgrounds of each candidate taking into account the
needs of the Board, and diversity characteristics will be taken into
consideration when evaluating these factors. Notwithstanding
this, all appointments will be made on merit with candidates’
suitability considered against objective criteria directed at
ensuring that the composition of the Board will best support the
achievement of the Group’s strategic objectives.
Further information regarding the Board recruitment process is
set out on page 117 of this Annual Report.
Succession planning
The Committee considers succession planning at each meeting.
Ensuring that suitable plans are in place for orderly succession to
both the Board and senior management positions is essential for
business continuity.
The Committee focuses on succession planning at Board level in
particular. The size, structure and composition of the Board, together
with the knowledge, skills and experience of Directors, is kept under
review as part of assessing the overall effectiveness of the Board.
The Board is committed to recognising and nurturing a talent
pipeline within the various management levels across the
Group to ensure that opportunities are created to develop
key individuals within the business. The Company runs a
Management Development Programme targeted at line
managers across all departments within the business to support
personal development and career progression. The purpose of
the programme is to enable individuals to develop the critical
knowledge, skills and behaviours needed in senior business
positions. During the year, an extensive Career Framework project
was undertaken by the Company, one of the objectives of this
being to improve the framework to support the professional
development of the Company’s employees and, in turn, effective
succession planning. The Committee received regular updates on
the progress of this project throughout the year.
Board changes
I will be retiring from the Board as Non-Executive Director at
the 2024 AGM, after seven years serving as its Chairman. At the
recommendation of the Nomination Committee, and subject to
re-election at the 2024 AGM, the Board has determined that my
fellow Non-Executive Director, John Bason, is the ideal candidate
to succeed me as Chairman. John was appointed to the Board
in April 2022, was judged independent on appointment and
remains so. He has brought a wealth of experience and valuable
perspective to the Board from his 40-year career in finance and
international business, including his role as Finance Director at
Associated British Foods, parent company of retail brand Primark,
and is perfectly positioned to provide insightful and challenging
leadership to the Board, ensuring its continued effectiveness
as it supports management in maximising opportunities and
overcoming the challenges that can arise with further business
growth. Upon assuming the Chairmanship of the Board, John will
relinquish his role as Chair of the Remuneration Committee, and
Leslie-Ann Reed will become Chair of that Committee.
Having considered the composition and balance of the Board and
its Committees, the Board determined that it would be appropriate
to appoint a new Non-Executive Director to join the Board
following my retirement and appointed Mosaic Executive Selection
(“Mosaic”) to draw up a list of candidates for consideration. Mosaic
has no connection with Bloomsbury or its Directors save as a
supplier of recruitment services to the Company.
Pending the appointment of a new Non-Executive Director, and
on an interim basis only, John Bason will remain a member of the
Audit Committee.
Baroness Lola Young will be appointed to the Remuneration
Committee as from the date of the 2024 AGM.
www.bloomsbury.com
116
Bloomsbury Publishing Plc
Governance
Nomination Committee Report
continued
Re-election of Directors
Non-Executive Directors are appointed for periods up to
four years, subject always to annual re-election at AGMs. The
intention is to achieve a progressive refreshing of the Non-
Executive Directors, in anticipation of an average duration of
such appointments of four years. The Board reviewed this policy
in 2019 and decided it remained appropriate, noting that it
retained the flexibility to extend an appointment beyond four
years if required. As noted above, during the year the Committee
considered the independence and time commitment of the Non-
Executive Directors and recommended them and the Executive
Directors, to the Board for re-election at the 2023 AGM.
The Committee has agreed that all Directors standing for re-
election at the 2024 AGM continue to be independent and,
having considered the composition of the Board and the overall
balance of knowledge, skills, experience and diversity, that each
such Director continues to make a valuable contribution to
the Board.
The notice periods by the Company of the Directors are set out
on pages 129 and 130 of this Annual Report.
Sir Richard Lambert
Chair of the Nomination Committee
22 May 2024
Board appointment process
The Board appointment process is as follows:
• The Committee reviews a skills matrix, in the light of the
Board’s need for a range of skills and experience relevant
to the challenges and opportunities facing the Company
and of any planned departures from the Board. It takes
into account the Board’s structure, balance, diversity and
succession planning needs, and the annual evaluation of
Board effectiveness further serves to identify any gaps in
the skills, knowledge and experience needed.
• An independent external recruitment consultant is
appointed, who performs a search to identify candidates
meeting criteria agreed with the Nomination Committee. In
exceptional circumstances, the appointment of an external
consultant may not be considered necessary, if a suitable
candidate has been otherwise identified.
• A longlist of high-quality candidates is drawn up by the
external consultant for consideration by the Directors, who
select a shortlist of candidates for interview.
• One or more Directors interview each candidate and feed
back to the external consultant on the interview evaluation
of the candidate.
• References are taken and other background checks are
made on candidates.
• The Nomination Committee, sitting together, selects the
final candidate and makes a recommendation to the Board.
• The Board has the final decision on appointing a candidate.
Experience and skills
Business to business operations
ESG
M&A
Global markets
Governance
Audit and Risk
Executive Compensation
Finance experience
CEO experience
Digital and technology
Publishing and media
Plc experience
1 5432 6
Stock code: BMY
Annual Report and Accounts 2024
117
Governance
Audit Committee Report
Dear Shareholder,
I am pleased to present my report to you as Chair of the Audit
Committee, which describes the Committee’s responsibilities and
key activities during the year ended 29 February 2024.
Composition of the Committee
The Committee has been established by the Board and
comprises two Independent Non-Executive Directors, in line
with the Code requirements for smaller companies below
the FTSE350. The Board is satisfied that my experience and
qualifications are sufficient for me to meet the experience and
qualification requirements for at least one member of the Audit
Committee to hold recent and relevant financial experience as
required by the Code and Listing Rules. John Bason, the other
member of the Committee also has significant, recent and
relevant financial experience. The members of the Committee
during the year were as follows:
Member Appointment Date
Leslie-Ann Reed* (Committee Chair) 21 July 2021
John Bason 1 April 2022
* Leslie-Ann Reed was appointed to the Board on 17 July 2019 and
succeeded John Warren as Chair of the Committee on the date above.
Biographical details of current Committee members are set out
on pages 96 and 97 of this Annual Report.
Committee Meetings
The Committee met four times during 2023/2024. The Committee
members’ attendance can be seen on page 110. In addition to
Committee members, Committee meetings are typically attended
by the Board Chair, the Chief Executive, the Group Finance
Director, the External Auditor and the Internal Auditor. Other
attendees from time to time include members of the Finance
team and the Global Head of Technology. There is a standing
item on the agenda for the External Auditor and Internal Auditor
to meet with the Committee alone without management present,
enabling Committee members or Auditors to share any concerns
that they may have.
Role and responsibilities
of the Committee
The terms of reference of the Committee set out its role and
authority. These are reviewed annually and can be found on
the Company’s website, www.bloomsbury-ir.co.uk.
The primary role of the Committee is to maintain the
integrity of the Company’s financial reporting and to ensure
an appropriate risk management framework and internal
control procedures are in place. In performing this role, the
Committee’s main responsibilities include:
• monitoring the integrity of the Company’s financial
reporting, including its annual and half-yearly reports,
preliminary announcements and related formal statements.
Reviewing and reporting to the Board on significant
financial reporting issues contained in those statements,
having regard to matters communicated to it by the
External Auditor and any material accounting judgments
or estimates;
• considering material accounting assumptions and
estimates and any significant judgments or key audit
matters identified during the External Audit;
• reviewing and advising the Board on the going concern
assessment and the viability statement contained in the
Annual Report;
• reviewing the statement on the Annual Report, prior to
endorsement by the Board, that taken as a whole the
Annual Report is fair, balanced and understandable and
provides the information necessary to enable Shareholders
to assess the Company’s position, performance and
prospects; this is informed by the Committee’s work
throughout the year, the findings of the External Auditor,
and the processes underlying the preparation of the
Annual Report;
• monitoring the Company’s risk management framework
and internal controls;
• reviewing on an annual basis the effectiveness of Internal
Audit, approving Internal Audit projects, considering the
outcome of such projects and agreeing appropriate action
with management to address any identified issues;
• approving the selection of the External Auditor
and making recommendations to the Board and
Shareholders for the approval of the appointment of the
External Auditor, reviewing and approving the terms of
engagement and remuneration of the External Auditor,
reviewing the performance of the External Auditor and the
effectiveness of the external audit process, and monitoring
the independence and objectivity of the External Auditor;
• developing and implementing policy on the engagement
of the External Auditor to supply non-audit services, taking
into account relevant guidance regarding the provision of
non-audit services by the external audit firm;
• reporting to the Board on how the Committee has
discharged its responsibilities, identifying any matters in
respect of which it considers that action or improvement is
needed and making recommendations as to the steps to
be taken.
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Bloomsbury Publishing Plc
Governance
Key activities of the Committee
during the year
The Committee’s key areas of focus during the year are set
out below:
• Reviewing the External Auditor’s audit findings report in respect
of the 2022/2023 audit;
• Reviewing the annual and interim financial results and
associated announcements and recommending them to the
Board for approval;
• Considering the analysis supporting the viability statement and
the going concern assessment;
• Considering significant accounting matters, including areas of
significant judgment and estimation, generally and in relation
to the preparation of the Company’s financial statements;
• Considering and approving the External Auditor’s audit
strategy for the year including the identification of materiality
thresholds and significant audit risks. The Committee was kept
informed of the planning and progress of the 2022/2023 and
2023/2024 audits during the year, including the timing of the
work and specialist support in areas such as tax;
• Considering updates on changes to International Standards
on Auditing (“ISAs”) and International Financial Reporting
Standards (IFRS) reporting, the FRC’s Annual Review of
Corporate Reporting, including its expectations around
corporate governance reporting and ESG reporting;
• Reviewing findings from internal audits and proposed actions
arising out of such audits, approving the Internal Audit plan
for 2023/2024 and assessing the effectiveness of the Internal
Audit function (these are described in further detail later in this
report);
• Assessing the Company’s cybersecurity controls, including
receiving regular updates on the measures taken by the
Company to mitigate against cybersecurity risk and ensure
adequate information governance controls;
• At each meeting, reviewing the Group’s internal controls
policies and associated risk management framework to assess
their scope and effectiveness. The approach to these matters
is further elaborated on below while the principal risks facing
the Company are described in the Principal Risks and Risk
Management section on pages 82 to 92, which also explains
how each risk is managed and mitigated;
• Reviewing the terms of reference for the Committee;
• Recommending to the Board that Crowe U.K. LLP be put
forward for reappointment at the 2023 AGM.
Financial Reporting
The Committee is responsible for reviewing the content and
tone of the Company’s financial statements to ensure their
accuracy and clarity, giving consideration to the requirement
that the Annual Report is fair, balanced and understandable and
provides the information necessary for Shareholders to assess
the Company’s position and performance, business model and
strategy. In performing its responsibilities, the Committee has
regard for the processes used by management in the preparation
of the Annual Report, which include:
• Complying with relevant accounting standards and regulatory
reporting requirements;
• Ensuring that accounting policies and practices are applied;
• Considering material accounting assumptions and estimates,
significant judgments and any key audit matters identified
during the external audit process;
• Reviewing the application and effectiveness of internal financial
controls;
• Ensuring that the Annual Report is drafted by appropriately
qualified colleagues and advisors, including a detailed review
of the Directors’ Remuneration Report by the Company’s
remuneration consultants.
Significant accounting matters considered
In discharging its responsibilities in respect of the 2023/2024
interim financial statements and Annual Report, the Committee
considered the following:
• The adequacy of provisions made in relation to key balance
sheets estimates, specifically including the revenue returns
provision, unearned author advances provision and inventory
provision. Having reviewed the assumptions made by the
Executive team and their consistency year-on-year, the
Committee was satisfied as to the adequacy of the provisions;
• The adequacy of sensitivity disclosures in relation to Consumer
Audit, Academic & Professional and Special Interest goodwill
(Note 10). Academic & Professional goodwill is the largest
balance within goodwill and the most sensitive to the level of
profit generated. After careful consideration, the Committee
was satisfied that the assumptions used in the evaluation
were appropriate and that no impairment of the goodwill had
occurred; and
• the appropriateness of using the going concern basis of
accounting in preparation of the financial statements and the
assessment of the viability of the Company. The Executive
team had prepared a detailed forecast of future cash flows,
which had been mapped to reflect the possible future impact
of key risks to the business. The Committee carefully reviewed
these assumptions and was pleased to note that substantial
going concern headroom was retained in all likely scenarios.
The Committee was therefore able to recommend these
assessments to the Board for adoption in the accounts.
These matters are discussed in more detail in the Independent
Auditor’s Report on pages 145 to 149.
Stock code: BMY
Annual Report and Accounts 2024
119
Governance
In addition, the Committee assessed that the Group’s annual and
interim financial statements, after review and taken as a whole,
are fair, balanced and understandable, and provide the necessary
information to assess the Group’s position and performance,
business model and strategy. It also considered that they met the
necessary legal and regulatory requirements.
External Auditor
The Audit Committee has primary responsibility for making
a recommendation on the appointment, reappointment and
removal of the External Auditor and approving their remuneration
and terms of engagement. It is also required to consider its
performance, objectivity and independence.
Crowe U.K. LLP (“Crowe”) is the Company’s External Auditor, and
was first appointed at Bloomsbury’s 2022 AGM. A resolution to
reappoint Crowe will go before Shareholders at the 2024 AGM.
Matthew Stallabrass is the Company’s audit partner for the year to
February 2024 and has attended all meetings of the Committee
during the year.
During the year, the Committee assessed the effectiveness of the
external audit process and was satisfied with the scope, direction
and outcome of work. In forming its view, the Committee
considered:
• The External Auditor’s planning report for the conduct of the
External Audit;
• The scope of the External Auditor’s work and whether the
External Auditor deployed sufficient resources including
specialist support to complete their agreed programme;
• The External Auditor’s focus and challenge to management on
key judgements and material risks, and the responses received
from the External Auditor to questions from the Committee;
• The robustness and efficiency of the audit;
• Feedback about the effectiveness of the External Audit process
from management;
• The independence and objectivity of the External Auditor, with
internal checks within Crowe on matters such as any conflict of
interest being advised to the Committee as part of the audit
preparations, and later confirmed in a letter addressed to the
Committee.
Details of the amounts paid to Crowe are provided in Note 4.
External Auditor non-audit services
The Committee has approved a formal policy on the provision of
non-audit services to safeguard the independence and objectivity
of the External Auditor and in order to review the level of any
non-audit fees relative to audit fees. There is no minimum fees
threshold for non-audit contracts before any such review. The full
policy can be found on the website www.bloomsbury-ir.co.uk.
A list has been approved by the Committee of services that the
External Auditor is prohibited from undertaking. Other than the
half-year review 2023/2024 carried out by Crowe, no other non-
audit services were supplied to the Group.
Internal controls and risk management
The Audit Committee assists the Board in fulfilling its oversight
responsibilities regarding risk management and internal controls
(including financial controls), and the effectiveness of the Internal
Audit function.
The Board has put in place a risk management framework for
identifying, evaluating and managing the significant risks faced
by the Group. More information about this framework and the
process to identify, evaluate and manage the most significant
risks, and details of the Group’s principal risks can be found on
pages 82 to 92 of this Annual Report. This system has been in
place for the year under review and up to the date of approval of
this Annual Report.
The Audit Committee reviews the internal control and risk
management systems and internal financial controls, while
the Board considers the principal and emerging risks to the
business, the countermeasures in place and the Group’s appetite
for risk. The Board retains overall responsibility for the Group’s
internal controls and for reviewing their effectiveness, and for
approving all
related policy.
The Group takes a risk-based approach to internal controls to
ensure that internal controls policies and procedures directly,
and adequately, address the specific risk factors relevant to the
Company. Further explanation is provided under the heading
Internal Audit. The Group’s system of internal controls is designed
to manage material risks by addressing their cause and mitigating
their potential impact. It can only provide reasonable, and not
absolute, assurance against material loss, and recognises that
the cost of control procedures should not exceed their expected
benefits.
Internal controls are reviewed regularly throughout the year with
relevant business areas and consideration is given to identifying
any actions required to improve the effectiveness of the key
controls. The Audit Committee received reports on the internal
controls and progress in respect of any actions identified as
necessary to improve the system of controls at each meeting
during the year.
The Company’s system of internal financial control aims to
safeguard the Group’s assets, ensures that proper accounting
records are maintained, that the financial information used within
the business and for reporting externally is reliable, that business
risks are identified and managed, and that compliance with
appropriate legislation and regulation is maintained.
The Audit Committee monitors the scope, development and
performance of cyber security controls. The Company follows best
practice for information and cyber security, with active management
of information and cyber security risks. Our controls include
Advance Endpoint protection, supported by a 24x7 Managed
Detection and Response service. Automation is in place to disable
processes and/or isolate endpoints for high critical threats.
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Bloomsbury Publishing Plc
Governance
Audit Committee Report
continued
The preparation of the consolidated financial statements of the
Company is the responsibility of the Group Finance Director and
is overseen by the Audit Committee with overall responsibility
resting with the Board. This includes responsibility for ensuring
appropriate internal controls are in place over financial reporting
processes and related IT systems. The Audit Committee monitors
the risks and associated controls over financial reporting
processes, including the consolidation process.
The Principal Risks and Risk Management section on pages 82
to 92 sets out how the Board has taken account of the Group’s
current position and principal risks and how it has assessed the
prospects of the Group over a period of three years. The Board
has a reasonable expectation that the Group will be able to
continue in operation and meet its liabilities as they fall due over
the assessment period.
Relevant features of the Company’s system of internal controls
and risk management in relation to the financial reporting process
and preparation of the Group financial statements include:
• Organisational culture: The Company has a highly skilled,
professional and committed workforce. The Board is committed
to developing a culture of openness, integrity, competence
and responsibility. The Company has in place a Group
Whistleblower Policy and an Anti-Bribery and Corruption Policy.
• Organisational structure: Bloomsbury’s global structure
comprises the worldwide publishing divisions supported by
Group functions (finance, IT, production, sales and marketing,
HR and legal), which provide an internal control service to the
business as internal control pillars within the Group’s internal
control framework.
• Risk and control review: The framework for oversight of the
Group’s internal controls and risk management process by the
Board and the Audit Committee is described on page 120.
In addition, the Executive Committee (which comprises the
Divisional and Group function heads and Executive Directors)
formally reviews and updates the Group risk register and
accompanying controls and actions for each risk twice a
year. This ensures that risks and control issues from around
the Group worldwide are reported openly to the senior
management team and addressed. The Board regularly reviews
the significant Group risks to ensure appropriate action is taken
to address them. The Audit Committee reviews the risks, in
particular the financial risks and issues that could impact on
reporting, when considering the financial statements.
• Financial internal control and risk review: The Group Finance
Director formally reviews the internal financial controls, taking
account of the risks within the financial information systems,
and reports the findings of this review to the Audit Committee.
Analytical review of operating results and reviews of key risks
and controls for each division supplement management’s
knowledge of the business for the evaluation of the risks
and assessment of the internal financial controls. The Audit
Committee also receives reports on the internal controls and
risks provided by the Internal Auditor. The Audit Committee
receives other reports from management relevant to the
internal financial controls, such as reports on the progress of
key projects.
• Authority levels: The Board maintains a detailed register of
delegated authorities and sets the level of authority required,
before Board approval is needed, to commit the Company
or to undertake transactions. It also approves budgets and
other performance targets. The publishing divisions and
Group functions operate within these authority levels and
budgets. The Executive Directors determine the authority to be
delegated to individual managers.
• Financial management reporting: The Board approves the
annual Group budget. Sales are reported daily, weekly and
monthly. Financial results of the business operations are
reported monthly and compared to budget and forecasts.
Detailed forecasts for the Company are updated regularly and
reviewed by the Board.
• Book title acquisition and other significant contract
procedures: Established procedures, such as the review and
approval by an Executive Director of acquisition proposals
of rights to new books, and approval by the Chief Executive
of acquisitions over a specific threshold, are operated within
set authority limits and used for transactions in the ordinary
course of business. Acquisitions exceeding delegated authority
limits require approval by the Board. Significant acquisitions of
companies and businesses or other significant contracts not in
the ordinary course of business are approved by the Board. The
Board has set authorised limits for the total author advances
held on the Statement of Financial Position as a percentage
of net assets and for the total value of committed, but unpaid,
advances.
• Accountability: The Company has clearly defined lines of
responsibility headed by the Chief Executive and Executive
Committee to control the publishing divisions and business
functions. Detailed operational and financial performance
data are monitored by supervisory management to ensure
the performance of operations is in line with targets. The
reasons for variances and underperformance are established by
supervisory line management and followed up with managers
and staff.
• Overseas offices: Each overseas office has a local President
or Managing Director who is responsible for operational
effectiveness and local internal controls. Accounting for the
Group is centralised. Senior managers and Executive Directors
visit the overseas offices as appropriate.
• Internal Audit: A risk-based audit approach is used to
identify and assess the key internal controls across the Group
worldwide. The Audit Committee considers reports from
External and Internal Audit to ensure that adequate measures
are being taken by management to address risk and control
issues.
The Group’s overall risk management process and systems of
internal control, including material financial, operational and
compliance controls, are reviewed at least annually by the
Committee to ensure they remain effective; where appropriate,
recommendations are made to management to improve the
procedures.
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Governance
Internal Audit
The Internal Audit function is responsible for providing
independent assurance to management and the Audit
Committee on the design and effectiveness of internal controls to
mitigate strategic, financial, operational and compliance risks.
In 2019/2020, the Committee determined that it would be
appropriate to co-source the function using both internal
and external resources, while retaining its oversight, and the
Committee approved the engagement of Grant Thornton for
this purpose. Grant Thornton was appointed, reporting to the
Chair of the Audit Committee. Grant Thornton attended all Audit
Committee meetings in 2023/2024.
During the year, key controls covering the Group’s risk areas
were reviewed by management in consultation with the heads
of relevant business areas and with Grant Thornton. These are
reviewed and reported to the Audit Committee three times
a year.
The Internal Audit mandate and plan for the relevant year is
approved by the Committee and is aligned to the Company’s
greatest areas of risk. The focus for Internal Audit in the year
was on the fraud risk management arrangements in place
at Bloomsbury. Grant Thornton conducted an audit on this
area and the findings were reported to the Committee. The
Committee considered the issues and risks arising from the
audit and approved the recommended actions and timetable for
implementation.
The Committee assessed the effectiveness of the Internal Audit
function during the year and concluded the quality, experience
and expertise of the function was appropriate for the Company
and the function had been effective in discharging its duties. It
noted that the original introduction of the externally sourced
function had led to the redesigning and reporting on the risk
and controls framework, which is managed in-house. Internal
Audit had helped provide assurance on the effectiveness of, for
example, an IT project and the focus of their reviews was always
assessed by the Group Finance Director to see if they would
add value. The co-sourcing approach was observed to interact
positively with the external audit, considering the issues raised by
the External Auditor.
Overall, the Board confirms it has monitored the Group’s risk
management and internal control systems and carried out
a review of their effectiveness covering all material controls,
including financial, operational and compliance controls.
Effectiveness of the risk management
and internal controls framework
The Committee confirms it has monitored the Group’s risk
management and internal controls systems and carried out
a review of their effectiveness during the year. Following its
review, the Committee has concluded that the systems of risk
management and internal controls are adequate for the Group,
including all the Group companies. There were no significant
internal control weaknesses identified that challenged the Group
in achieving its objectives.
Committee effectiveness
The Committee’s annual evaluation review, which was conducted
as part of the 2023/2024 externally led Board evaluation,
confirmed that the Committee continued to function effectively.
Leslie-Ann Reed
Chair of the Audit Committee
22 May 2024
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Governance
Audit Committee Report
continued
Directors’ Remuneration Report
Dear Shareholder,
I am pleased to present the Directors’ Remuneration Report
(the “Report”) as Chair of the Remuneration Committee (the
“Committee”) for Bloomsbury Publishing plc for the year ended
29 February 2024.
Under the normal three-year renewal timetable, we sought
Shareholder approval of an updated Remuneration Policy
(“Policy”) at the 2023 Annual General Meeting, and I am
delighted with the strong support from over 97% of Shareholders.
That Policy took effect from 1 March 2023 and this Report details
how we have operated remuneration arrangements for the Board
over the last financial year.
Performance and Reward for 2023/2024
As outlined in the Chairman’s Statement and the Chief Executive’s
Review, the Group delivered an exceptional performance for the
year ended 29 February 2024, and which was significantly ahead
of market expectations. In particular, the growth of the Consumer
division was driven in good part by the success of Sarah J. Maas’
books. Her most recent title, Crescent City: House of Flame and
Shadow, was published in January 2024 and reached Number 1
in the bestseller lists of the US, UK, Australia and many markets
around the world.
The exceptional performance of the last financial year is
demonstrated by revenue growth of 30%, a 57% increase in
Group adjusted profits and adjusted diluted earnings per
share growth of 53%. This performance was reflected in the
appreciation of our share price during the year. Further detail on
our performance is set out in the Strategic Report.
Annual bonus
Annual bonus payments to the Executive Directors are based on
a combination of financial and strategic measures. 70% of the
bonus is based on Profit Before Tax and Amortisation (“PBTA”)
achieved and 30% is based on strategic objectives, which include
sustainability. As reported last year, there is a bonus plan in
Bloomsbury which covers all colleagues and has the benefit of
delivering more alignment of reward across the Group.
The Committee set a target for the annual bonus taking into
account a range of factors including both internal and external
factors. The PBTA achieved in the last financial year was 57%
ahead of the prior year, which was significantly ahead of all the
internal and external expectations at the start of the financial
year, and significantly outperformed the stretch hurdle set for
full payout of the bonus. The strategic objectives were also met
in full resulting in an overall annual bonus outcome of 100% of
maximum and the same was achieved by the bonus plan covering
all colleagues.
Considering the financial performance, the achievement of the
strategic objectives, and the significant value to our Shareholders
from both dividend and share price growth, the Committee is
satisfied that the maximum outcomes under the bonus plans
reflect the performance during the year. Further detail on the
outcomes is provided on page 132.
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Governance
Performance Share Plan (“PSP”) vesting
The PSP awards granted in 2021 are due to vest on 24 August
2024. These awards were subject to the following performance
measures: EPS (60%), Non-Consumer operating profit (15%),
Consumer operating profit (15%) and BDR revenue (10%). The
Group EPS (before highlighted items) of 46.62p significantly
exceeded the maximum target set in 2021, and Consumer
operating profit of £37.8m and BDR revenue of £26.6m were also
well ahead of target. Non-Consumer operating profit of £9.9m
was below the maximum target set. As a consequence, the 2021
PSP Award will vest at 91% of maximum. Further details on the
outcomes are provided on page 133. For the Executive Directors,
their vested shares will be subject to a two-year holding period.
Remuneration arrangements for 2024/2025
The Board approved a salary increase of 4% for our UK, US and
Australia staff, with effect from 1 March 2024. After consideration
of a broad range of factors, the Committee approved salary
increases for the Executive Directors of 4% with effect from 1
March 2024, which is in line with that awarded to staff.
Following the adoption of the amended Policy last year and the
operation of the Policy over the last financial year, no changes
are proposed for 2024/2025. The performance measures for the
2024/2025 annual bonus and 2024 PSP awards will remain broadly
similar to the prior year.
In considering the 2024/2025 annual bonus plan and the 2024
PSP awards, the Committee has continued to set robust and
stretching performance targets, recognising that the record-
breaking results for 2023/2024 included a number of exceptional
in-year achievements. The targets set have been calibrated taking
into account a number of factors including internal forecasts, the
current consensus of external forecasts, broader market trends
and target levels set in prior years. Details of the performance
targets for the 2024 PSP awards are set out on page 137, and the
targets for the 2024/2025 annual bonus plan will be disclosed
retrospectively next year.
Concluding remarks
The Committee continues to look to take a measured approach
to pay. We hope that you will find this 2024 Remuneration Report
clear and helpful, and of course we welcome any feedback or
questions.
From the date of the Annual General Meeting this year, I will step
down from the Remuneration Committee, Leslie-Ann Reed will
become Chair and Baroness Lola Young will become a member.
I am confident that the Committee will benefit from Leslie-Ann’s
experience on a number of Remuneration Committees and also
being a member of this Committee for the last five years.
John Bason
Chair of the Remuneration Committee
22 May 2024
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Governance
Directors’ Remuneration Report
continued
Part A – Remuneration Policy Report
Introduction
The Directors’ Remuneration Policy is set out in this section. In
determining the Remuneration Policy, the Committee applied the
key principles that remuneration should:
• Attract and retain suitably high-calibre Executive Directors
and ensure that they are motivated to achieve the highest
levels of performance, including delivering strategic initiatives
and objectives and driving sustainable long-term value for
Shareholders;
• Align the interests of Executive Directors with those of the
Shareholders and wider stakeholders; and
• Not pay more than is necessary.
This Policy was approved by Shareholders at the Annual General
Meeting on 18 July 2023, with strong support from 97.07% of
Shareholders. It took effect from 1 March 2023 and was formally
effective immediately after the AGM.
To aid interpretation, updates to the text have been made to
reflect the implementation of the Remuneration Policy. The full
Policy approved by Shareholders is set out in the 2023 Annual
Report and Accounts on pages 146 to 155.
The 2018 UK Corporate Governance Code (the “Code”) sets our
principles against which the Committee should determine the
Policy for Executive Directors. A summary of these principles and
how the current Policy reflects these is set out below:
Principle How the Committee has addressed these
Clarity – remuneration arrangements
should be transparent and promote
effective engagement with Shareholders
and the workforce.
The Committee is satisfied that the remuneration arrangements in the Policy comprising
simple incentive structures are transparent, and the rationale behind decisions relating
in particular to targets, metrics and outcomes is discussed in detail in this Remuneration
Report. Furthermore, performance is aligned with the Company’s strategy and the
interests of all stakeholders.
Simplicity – remuneration structures
should avoid complexity and their
rationale and operation should be easy to
understand.
The Company’s remuneration arrangements are commonplace in the market. A priority
in revising the Policy in 2022/2023 was ensuring share incentive and bonus schemes
were designed with simplicity and that the metrics and targets were understood by the
Executive Directors and senior management.
Risk – remuneration arrangements should
ensure reputational and other risks from
excessive rewards, and behavioural risks
that can arise from target-based incentive
plans, are identified and mitigated.
The Committee may adjust the formulaic outcome where it believes the outcome
does not reflect the Committee’s assessment of the underlying financial or non-
financial performance of the Company/individual or is not appropriate in the context of
circumstances that were unexpected or unforeseen at the start of the bonus year.
Furthermore, all variable pay awards are subject to malus and clawback provisions.
Predictability – the range of possible
values of rewards to individual Directors
and any other limits or discretions should
be identified and explained at the time of
approving the policy.
There are defined threshold and maximum pay scenarios for fixed elements of
remuneration (base salary, pension and benefits) and performance-based variable
elements (cash bonus and LTIP) pertaining to each Executive Director. These reward
scenarios are set out on pages 126 to 128.
Proportionality – the link between
individual awards, the delivery of strategy
and the long-term performance of the
Company should be clear. Outcomes
should not reward poor performance.
There is a clear and direct link between Group performance and individual rewards
under the annual bonus and LTIP. Targets will be appropriately stretching and no variable
remuneration would be payable if the performance thresholds are not achieved. We
believe total remuneration should fairly reflect performance of the Executive Directors
and the Group as a whole, taking into account underlying performance and Shareholder
experience.
Alignment to culture – incentive schemes
should drive behaviours consistent with
Company purpose, values and strategy.
The Committee formulated a Policy that aligned with the Company’s purpose, values
and strategy. The annual bonus is made up of a combination of financial and strategic
objectives, thereby incentivising the annual delivery of financial and strategic goals. The
LTIP metrics are aligned to the main strategic objectives of delivering sustainable profit
growth and Shareholder return.
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Governance
Consideration of Shareholder views
As part of the Policy review, the Remuneration Committee engaged directly with major Shareholders and their representative bodies. All
feedback received during this process was carefully considered by the Committee and resulted in changes to our proposals prior to the
finalisation of the new Policy. In general, the Committee considers any Shareholder feedback received in relation to the remuneration
resolutions tabled at the AGM each year. This feedback, plus any additional feedback received during any Shareholder meetings from
time to time, is considered as part of the Group’s annual review of the Remuneration Policy and its implementation. In addition, the
Remuneration Committee will seek to engage directly with major Shareholders and their representative bodies should any material changes
be proposed to the Remuneration Policy at any time.
Remuneration Policy for Executive Directors – Policy Table
The following table summarises each element of the Remuneration Policy for the Executive Directors, explaining how each element
operates and links to the corporate strategy.
Element
Purpose and
link tostrategy Operation Maximum opportunity Performance targets
Salary • Reflects the value of the
individual and their role.
• Reflects skills and
experience over time.
• Provides an appropriate
level of basic fixed
income avoiding
excessive risk taking
arising from over-
reliance on variable
income.
• Normally reviewed
annually and effective 1
March, although salaries
may be reviewed more
frequently or at different
times of the year if the
Committee determines
that this is appropriate.
• Takes into account
the role, personal
experience and
performance, business
performance, wider
workforce policies, and
comparisons against
companies with similar
characteristics and
sector comparators.
• No maximum base
salary or maximum salary
increase operated.
• Annual increases are
typically linked to those
of the wider workforce,
but with scope for
higher increases in
circumstances including
(but not limited to):
– Change in role
– Where salaries are
below market levels
– Enhanced
performance and
experience of the
individual.
• N/A
Pension • Provides role-
appropriate retirement
benefits.
• Opportunity for
Executive Directors to
contribute to their own
retirement plan.
• Defined contribution/
salary supplement or
cash payment in lieu of
pension contribution.
• The maximum
contribution rate will be
in line with the employer
contribution rate
(currently 7% of salary)
available to the wider UK
workforce.
• N/A
Other
benefits
• To aid retention and
recruitment.
• Benefits include but are
not limited to: company
car or car allowance, and
the provision of private
medical/permanent
health insurance and life
assurance.
• There is no maximum
but benefits will be
appropriate in the
context of the role.
• N/A
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Governance
Directors’ Remuneration Report
continued
Element
Purpose and
link tostrategy Operation Maximum opportunity Performance targets
Annual
bonus
• Incentivises annual
delivery of financial and
strategic goals.
• Maximum bonus only
payable for achieving
demanding targets.
• Normally paid in cash.
• In the event that an
Executive Director
does not meet their
shareholding guideline
at the time of payment,
any bonus earned in
excess of 100% of salary
will normally be deferred
into shares for two years.
• Not pensionable.
• Performance assessed
over a one year period.
• Measures and targets
are set each year,
normally based on the
Group’s business plan
as at the start of the
financial year.
• Annual bonus outcomes
are typically determined
by the Committee
following the year end
based on performance
against pre-determined
objectives.
• Where awards
are deferred into
shares, dividends (or
equivalents) may be
payable on any shares
that vest.
• 120% of salary. • Group financial
objectives (majority).
• Strategic objectives,
including personal
objectives (minority).
• Performance measures
may be varied year-
on-year based on the
Company’s strategic
priorities.
• The level of payout for
threshold performance
will vary depending
on the nature of the
measure and the stretch
of the targets. For
performance between
threshold and maximum
hurdles, award levels are
appropriately scaled.
• The Committee may
adjust the formulaic
outcome where it
believes the outcome
does not reflect the
Committee’s assessment
of the underlying
financial or non-financial
performance of the
Company/individual or
is not appropriate in the
context of circumstances
that were unexpected or
unforeseen at the start of
the bonus year.
• Malus and clawback
provisions apply. Further
details set out below.
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Governance
Element
Purpose and
link tostrategy Operation Maximum opportunity Performance targets
Long term
incentives:
Performance
Share Plan
(PSP)
• Aligned to main strategic
objectives of delivering
sustainable profit growth
and Shareholder return.
• Annual grant of nil cost
options or conditional
awards (or economic
equivalent) which normally
vest subject to continued
service and performance
targets assessed over
three years.
• Any vested shares must
normally be held by the
Executive for a further
two years.
• Dividend (or equivalents)
may be payable to the
extent that shares under
award vest.
• Normal grant policy is
120% of basic salary
in respect of any
financial year.
• Consistent with the
previous policy approved
by Shareholders,
enhanced award levels
may be granted up to
150% of salary (e.g. upon
an Executive Director’s
appointment).
• Vesting of PSP awards will
be based on performance
against relevant financial
and strategic non-financial
metrics as determined by
the Committee.
• For awards granted in
2023, vesting was based
on EPS (60%), Non-
Consumer operating
profit (17.5%), Consumer
operating profit (17.5%)
and International
revenue (5%).
• Up to 25% of awards
will vest at threshold
performance increasing to
full vesting at maximum
performance levels.
• The Committee may
adjust the formulaic
outcome where it believes
the outcome does not
reflect the Committee’s
assessment of the
underlying financial or
non-financial performance
of the Company/individual
or is not appropriate in the
context of circumstances
that were unexpected or
unforeseen at the time
of grant.
• Malus and clawback
provisions apply. Further
details set out below.
All-employee
share plans
• To encourage employee
share ownership and
therefore alignment with
Shareholders.
• Eligible to participate
in any HMRC-approved
all-employee plan on
the same basis as other
employees.
• The Company currently
operates an HMRC
tax-advantaged savings
plan to fund the exercise
of share options over
three- or five-year savings
arrangements (Sharesave).
• The exercise price may be
discounted by up to 20%.
• Provides tax advantages
to UK employees.
• Prevailing HMRC
limitsapply.
• N/A
Notes to the Policy table:
1
A description of how the Company intends to implement this Policy in 2024/2025 is set out in the Annual Report on Remuneration.
2
The choice of the performance metrics applicable to the annual bonus or long-term incentive scheme will reflect the Company strategy at the time of grant. Targets are
set by the Committee taking into account internal and external reference points, including the Company’s business plan, to ensure that they are appropriately stretching.
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Governance
Directors’ Remuneration Report
continued
Malus and clawback provisions
The annual bonus and PSP incorporate malus and clawback
provisions. These enable the Company to reduce the size of
unvested awards and to claw back awards for up to three years
following the date when the performance outcome is determined,
and in respect of the PSP, three years from the date of vesting.
The circumstances under which malus and clawback may be
applied include:
• Material misstatement in the Company’s financial results;
• Assessment of performance conditions based on an error, or on
inaccurate or misleading information;
• Serious misconduct on the part of the participant;
• Serious reputational damage; or
• Material corporate failure.
The above circumstances apply for all annual bonus and PSP
awards made from 2020 onwards. The Committee is satisfied
that the above provisions provide robust safeguards against
inappropriate payment of incentive awards.
Executive Director share
ownership guidelines
Under the guidelines, the Executive Directors are expected to
build and maintain a shareholding equivalent to 200% of basic
salary with no upper limit on the number of shares they may
hold. Executive Directors are expected to retain all shares arising
from vested PSP awards (net of tax) or purchase shares until the
shareholding guideline is met. Any annual bonus earnt in excess
of 100% of salary will be deferred into shares for a two-year
holding period until the relevant Executive Director has met their
shareholding guideline.
Executive Directors are also subject to a post-employment
Shareholding Guideline. After ceasing to be an Executive
Director, individuals will be expected to maintain a shareholding
equivalent to 200% of salary (or actual shareholding if lower),
tapering down to nil over two years. This guideline applies to
shares vesting after the 2020 AGM and may be disapplied in
certain cases (e.g. due to compassionate circumstances).
Approach to recruitment and promotions
The remuneration package for any new Executive Director would
be set in accordance with the terms of the Company’s approved
Remuneration Policy at the time of appointment and would
take into account the skills and experience of the individual,
the market rate for a candidate of that experience and the
importance of securing the relevant individual.
All remuneration components, as set out in the Policy Table
above, would typically apply to a new Executive Director
appointment. Salary would be provided at such a level as
required to attract the most appropriate candidate and may
be set initially at a below market level on the basis that it may
progress once expertise and performance have been proven and
sustained. Pensions and related benefits would normally be set
in line with the wider workforce. New appointments would be
eligible to participate in the incentive plans up to the maximum
limits set out in the Policy Table. In addition, the Committee may
offer additional cash and/or share-based elements to replace
remuneration and/or contractual terms forfeited on joining the
Company. It would seek to ensure, where possible, that these
awards would be consistent with awards forfeited in terms of
vesting periods, expected value and performance conditions.
For an internal Executive Director appointment, any variable pay
element awarded in respect of the prior role may be allowed to
pay out according to its terms. In addition, any other ongoing
remuneration obligations existing prior to appointment may
continue.
For external and internal appointments, the Committee may
agree that the Company will meet certain relocation and/or
incidental expenses as appropriate.
If appropriate the Committee may agree, on the recruitment of
a new Executive Director, a notice period in excess of 12 months
but to reduce this to 12 months over a specified period.
The remuneration package for a newly appointed independent
Non-Executive Director would be set in accordance with the
approved remuneration policy in force at that time. Newly
appointed Independent Non-Executive Directors would not
receive pension benefits or variable remuneration.
Service contracts for Executive Directors
and payments for loss of office
Service contracts of the Executive Directors are not of a fixed term
and are terminable by either the Company or the Director under a
notice period of up to 12 months by either party.
At the Board’s discretion, early termination of an Executive
Director’s service contract may be undertaken by way of payment
of salary and benefits in lieu of the required notice period (or
shorter period where permitted by the contract of service or
where agreed with the Executive Director) and the Committee
would take such steps as necessary to mitigate the loss to the
Company and to ensure that the Executive Director observed
their duty to mitigate loss.
On termination the Committee may also make payments in lieu of
accrued holiday, incidental expenses, outplacement services and
payments relating to post-termination restrictions as appropriate.
Any statutory entitlements or sums to settle or compromise claims
in connection with a termination (including, at the discretion of
the Committee, reimbursement for legal advice) would be paid as
the Committee considers necessary.
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Annual Report and Accounts 2024
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Governance
Annual bonus may be payable, at the discretion of the
Committee, with respect to the period of the financial year
served, although it will normally be prorated for time and paid at
the normal payout date. Any share-based entitlements granted
to an Executive Director under the Company’s share plans will
be determined based on the relevant plan rules. However, in
certain prescribed circumstances, such as death, ill health, injury,
disability, redundancy, retirement, sale of employing business
or other circumstances at the discretion of the Committee,
“good leaver” status may be applied. For good leavers, PSP and
deferred bonus awards will normally vest at the normal vesting
date, with PSP awards vesting subject to the satisfaction of any
relevant performance conditions at that time and reduced pro
rata to reflect the proportion of the performance period actually
served. However, the Committee has the discretion to determine
that awards vest at cessation of employment and/or not to
prorate awards.
The service contracts for Executive Directors are available for
inspection at the Company’s registered office.
Remuneration Policy for
Non-Executive Directors
The Policy on Non-Executive Director fees is set out below.
Purpose
and link
tostrategy
• Reflects responsibilities and time
commitments of each role.
• Reflects fees paid by similarly sized
companies.
Operation • The Non-Executive Chairman and Non-
Executive Directors receive an annual fee
for carrying out their duties.
• Additional fees may be payable for
chairing Board Committees and/or to
reflect additional time commitments and
responsibilities if appropriate.
• Fees are normally paid monthly in cash.
• Where appropriate, certain benefits
(including travel, expenses and associated
taxes) may be provided.
• Fee levels are reviewed on a periodic basis,
with reference to the time commitment
and responsibilities of the role and market
levels in companies of comparable size
and complexity.
Maximum
opportunity
• No maximum fee or maximum fee increase
operated.
• Annual increases are typically linked
to those of the wider workforce, time
commitment and responsibility levels.
• Details of current fee levels are set out in
the Annual Report on Remuneration.
Performance
targets
• N/A
The annual fees of Non-Executive Directors, excluding the
Chairman, are determined by the Chairman and the Executive
Directors. The annual fee of the Chairman is determined by the
Committee (excluding the Chairman).
The Non-Executive Directors do not participate in the Company’s
incentive schemes.
Each of the Non-Executive Directors has similar general terms for
their agreement, which can be found on Bloomsbury’s website
at www.bloomsbury-ir.co.uk. The agreements provide for three
months’ notice by the Director or by the Company with the
option for the Company to terminate an appointment at any time
on payment of three months’ fees in lieu of notice. All Directors’
appointments are subject to annual reappointment at each AGM.
Termination of the agreements is without compensation.
Consideration of employment conditions
elsewhere in the Group
The Committee is updated during the year on workforce
remuneration policies, including variable pay schemes and
benefits for employees across the Company as a whole, and takes
these into account when setting the Policy for Executive Directors.
Remuneration arrangements below Board tend to be skewed
more towards fixed pay with less of a focus on share-based
long-term incentive pay. These differences have arisen from the
development of remuneration arrangements that are market
competitive for the various categories of individuals. For example,
participation in the PSP is limited to our most senior employees.
Under its terms of reference, the Committee is responsible
for approving the design of, and determining targets for,
performance-related pay schemes operated by the Company,
including the Group bonus scheme. The Committee is also
responsible for determining the level of bonus outturns for all
those who participate in the Group bonus scheme, including
Executive Directors and managers below Board. The Committee
also considers the general basic salary increase for the wider
workforce when determining the annual salary increases for the
Executive Directors. The Company’s CEO pay ratio as well as the
relative increase in the Chief Executive’s pay for the year under
review as compared with that of the general workforce is set out
in the Annual Report on Remuneration. The Committee also
considers environmental, social and governance issues and risk
when reviewing Executive pay quantum and structure.
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Directors’ Remuneration Report
continued
Part B
1 (AUDITED INFORMATION) Single total figure table of remuneration for 2023/2024
Directors’ remuneration for 2023/2024
Details of the remuneration of each of the Directors are as follows:
Year
ended
28/29
February
Basic
salary
or fees
£’000
Benefits
£’000
Annual
bonus
3
£’000
Long-term
incentives
4,5
£’000
Pension
benefits
£’000
Total
£’000
Total
fixed
remuneration
£’000
Total
variable
remuneration
£’000
Executive Directors
Nigel Newton 2024 522 26 626 657 37 1,868 585 1,283
2023 497 29 482 1,022 47 2,077 573 1,504
Penny Scott-Bayfield 2024 326 2 391 410 23 1,152 351 801
2023 311 4 301 638 30 1,284 345 939
Non-Executive Directors
Sir Richard Lambert 2024 143 – – – – 143 143 –
2023 121 – – – – 121 121 –
Steven Hall
1
2024 – – – – – – – –
2023 18 – – – – 18 18 –
John Bason
2
2024 53 – – – – 53 53 –
2023 41 – – – – 41 41 –
Leslie-Ann Reed 2024 53 – – – – 53 53 –
2023 46 – – – – 46 46 –
Baroness Lola
Young of Hornsey
2024 48 – – – – 48 48 –
2032 43 – – – – 43 43 –
Total 2024 1,145 28 1,017 1,067 60 3,317 1,233 2,084
2023 1,077 33 783 1,660 77 3,630 1,187 2,443
1
Steven Hall retired as a Non-Executive Director of the Company on 20 July 2022. His fees for the year to 28 February 2023 are up to the date of his
resignation.
2
John Bason joined the Board on 1 April 2022. His fees for the year to 28 February 2023 are from the date of his appointment.
3
Figures shown for bonus payments relate to performance during the relevant financial year.
4
Figures shown for 2024 relate to PSP Awards granted in 2021 (at a share price of 351p), which will vest following completion of the three-year performance on
24 August 2024. Vested shares will be subject to an additional two-year holding period. These awards have been valued using a three-month average share
price to 29 February 2024 of 479.35p and are inclusive of dividend equivalents. Of these values, £157,578 and £98,427 relate to share price growth over the
performance period for Nigel Newton and Penny Scott-Bayfield, respectively.
5
Figures shown for 2023 relate to the PSP Awards granted in 2020 (at a share price of 209p), inclusive of dividend equivalents, which vested following
completion of the three-year performance on 28 August 2023. The value of the award has been restated to reflect the share price on the day of vesting
of 419p. Of these values, £466,498 and £291,386 relate to share price growth over the performance period for Nigel Newton and Penny Scott-Bayfield,
respectively.
Further details on each element of remuneration are set out under the relevant heading below.
Basic salary
The Executive Directors all received an increase in basic salary of 4.9% with effect from 1 March 2023, which was below the 6% salary
increases for all employees across the Group. They did not receive any further increases during the year.
The basic salaries from 1 March 2023 were £521,606 and £325,809 for Nigel Newton and Penny Scott-Bayfield, respectively.
Other benefits
Benefits comprised a car or car allowance (excluding Penny Scott-Bayfield), medical cover, permanent health cover, life assurance, the home
working allowance, and Company schemes offered to staff generally, such as buying books for private use at the staff discount rate and
joining the Save-as-you-earn share plan.
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Governance
Pensions
From 1 March 2022, the Executive Directors pension contributions were 9.5% of salary. These were reduced to 7% of salary from 1 March
2023 in line with the rate for the wider workforce.
Directors may elect to receive a cash alternative in lieu of payments by the Company into their private pension arrangements.
Bonus for 2023/2024
The maximum bonus potential for 2023/2024 for Executive Directors was 120% of salary. The bonus is structured so that 25% of the
maximum is awarded at achievement of the adjusted profit before tax target. Any outperformance of this target will be used to fund the
remaining 75% of the bonus pool. Where the full bonus pool is not funded, bonuses are prorated accordingly. For the Executive Directors,
70% of the bonus relates to the profit element, and 30% relates to other strategic objectives.
Profit element
At the start of the year, the Committee set a stretching target for adjusted profit of £32.5 million after assessing various factors including
the Group’s budget and external analyst consensus forecasts. No bonus is payable if this level of performance is not achieved. Outcomes of
75% of maximum required adjusted profit of £33.3 million, with the maximum award payable for an adjusted profit of £34.6 million.
As set out in the Chairman’s Statement and the Chief Executive’s Review, Bloomsbury delivered an excellent set of results for the year ended
29 February 2024, achieving profit before taxation and highlighted items (“Adjusted Profit”) of £48.7 million. Therefore, this element of the
bonus was earned in full.
Strategic element
For the year to 29 February 2024, the Committee approved five strategic objectives for the year based on the same themes as in the
previous year, relating to earlier profit realisation, Non-Consumer Division profitability, Consumer Division profitability, sustainability and
inventory reduction.
Strategic objective Weightings Metric
Medium target
(pays 50%)
High target
(pays 100%) Actual Achieved
Earlier profit realisation 7% Adjusted profit £27.5m £30.3m £38.0m 7%
Non-Consumer Division
performance
8% Adjusted profit £9.1m £9.6m £9.9m 8%
Consumer Division
performance
8% Adjusted profit £18.0m £18.9m £37.8m 8%
Inventory control
1
3% Control working
capital
5% below
FY23: £38.8m
10% below
FY23: £36.7m
£29.3m 3%
Sustainability 4% Scope 1 and 2
emissions
Reduction to
548 absolute
tonnes CO
2
e
Reduction to
493 tonnes,
absolute tonnes
CO
2
e
139 tonnes,
absolute tonnes
CO
2
e (market
based)
4%
Total 30% 30%
1
Based on Finished Goods
By reference to the achievement of each Executive Director against the profit element and strategic element detailed in the table
above, the bonus was earned at 100% of the maximum of 120% of salary. The Committee believes this outcome reflects the outstanding
performance of the Group for the year as well as the experience of Bloomsbury’s Shareholders and employees.
Under the Remuneration Policy approved at the 2023 AGM, any bonus earned in excess of 100% of salary will be deferred into shares
for two years when an Executive Director has not met their shareholding guideline at the time of payment. As at 29 February 2024 both
Executive Directors had met their shareholding guideline.
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Directors’ Remuneration Report
continued
Vesting of PSP awards
The PSP Awards granted on 24 August 2021 (“2021 PSP Award”) are set to vest on 24 August 2024 based on performance in the final
financial year of a three-year period ending 29 February 2024. The performance conditions for this award are as disclosed in previous Annual
Reports.
The level of vesting for the 2021 PSP Awards is given below and the Committee is satisfied that these outcomes reflect the significant
achievements made over the last three years and are consistent with the experience of Shareholders. The vesting outcome of 91% of
maximum is considered by the Committee to be fully warranted based on the performance achieved.
Metric Performance condition
Threshold
target
2
Stretch
target
2
Actual % Vesting
1
EPS
(60% of awards) EPS (final financial year) 17.9p 25.2p 46.62p
60% (out of a
maximum of 60%)
Non-Consumer Division
Operating Profit (15% of awards) Operating profit (final financial year) £7.8m £13.6m £9.9m
6% (out of a
maximum of 15%)
Consumer Division Operating
Profit (15% of awards) Operating profit (final financial year) £10.9m £14.9m £37.8m
15% (out of a
maximum of 15%)
BDR
(10% of awards) BDR revenue (final financial year) £15.5m £19.0m £26.6m
10% (out of a
maximum of 10%)
Total estimated vesting
of 2021 PSP Awards 91%
1
Vesting is subject to an underpin whereby the Committee will consider the underlying performance of the business and may apply discretion should it
conclude it is appropriate to do so. On review, the Committee was satisfied that the outcome was consistent with Company performance over the last
three years.
2
The level of vesting for achievement between threshold (0%) and stretch targets (100%) is calculated on a straight-line basis. There is no additional vesting for
achievement above the stretch target.
Based on the above, values for the 2021 PSP Awards are as follows:
Executive Type of award
Number
of shares at
grant
Number
of shares
to lapse
Number
of shares
to vest
Number
of Dividend
Shares
1
Total
Estimated
value
£’000
2
Nigel Newton
PSP (Conditional awards)
134,918 12,143 122,775 14,297 137,072 657
Penny Scott-Bayfield 84,273 7,585 76,688 8,930 85,618 410
1
Dividend Shares are in lieu of dividends that would have accrued on the “Number of shares to vest” if held by the participants from the date of grant up to
the date of vesting of awards.
2
Estimated value is calculated using a three-month average share price to 29 February 2024 of £4.7935. The actual value of shares received will vary depending
on the share price at the vesting date.
Vested shares will be subject to a two-year holding period to ensure the Executive Directors remain aligned with our Shareholders.
PSP Awards granted during 2023/2024
Details of PSP Awards granted in 2023/2024 under the Bloomsbury Executive Share Plan are as follows:
Executive Scheme Date of grant Date of vest
Basis of
award
(% of base
salary)
Face value
1
£’000
Vesting at
threshold
Vesting at
maximum
Performance
period
Nigel Newton
PSP
(Conditional
awards)
29 Aug 2023 29 Aug 2026 120% 626 0% 100%
3 years to
28 February
2026
Penny
Scott-Bayfield 29 Aug 2023 29 Aug 2026 120% 391 0% 100%
1
Face value was determined using a share price of 419p (closing mid-market price of a share on the dealing day before the grant was made).
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Governance
Performance conditions in respect of the 2023 PSP Award:
Metric Weighting 0% vesting 25% vesting 100% vesting
EPS (before highlighted items) 60% 28.7p 30.2p 41.9p
Non-Consumer Operating Profit 17.5% £11.4 million £10.9 million £16.7 million
Consumer Operating Profit 17.5% £20.4 million £20.0 million £30.6 million
Bloomsbury International Revenue 5% £115.9 million £123.6 million £146.5 million
Where performance is between the points shown in the table, vesting will be pro rata on a straight-line basis. The awards for Executive
Directors are subject to malus and clawback provisions and to a two-year post-vesting holding period. During the holding period, an
Executive Director may not sell their vested shares, which will remain subject to a clawback provision. The Committee has discretion to
adjust formulaic outcomes where it believes the outcome does not reflect the Committee’s assessment of the underlying performance of
the Company/individual.
Payments to past Directors
There were no payments to past Directors during the year.
Payments for loss of office
There were no payments for loss of office during the year.
Outstanding share awards
PSP Awards
PSP conditional share awards have been granted for nil consideration over Ordinary shares of 1.25 pence in the Company under the
Bloomsbury 2014 Performance Share Plan (“2014 PSP”) and the Bloomsbury 2023 Executive Share Plan (“ESP”). The number of conditional
shares awarded is normally calculated based on the closing mid-market share price prevailing on the day before the date of grant. The
following conditional shares awarded to the Executive Directors were outstanding during the year:
Date of
PSP/ESP
award
Due date of
exercise/
expiry
Price at
grant date
(pence)
At
1 March
2023
Awarded
during
the year
Exercised
during
the year
Lapsed
during
the year
Share price
on date of
exercise
(pence)
At
29 February
2024
Nigel Newton
28 August
2020
28 August
2023 209.00p 222,142 – 222,142 – –
24 August
2021
24 August
2024 351.00p 134,918 – – – – 134,918
10 August
2022
10 August
2025 418.00p 118,957 – – – – 118,957
29 August
2023
29 August
2026 419.00p – 149,385 – – – 149,385
Penny
Scott-Bayfield
28 August
2020
28 August
2023 290.00p 138,755 – 138,755 – –
24 August
2021
24 August
2024 351.00p 84,273 – – – – 84,273
10 August
2022
10 August
2025 418.00p 74,303 – – – – 74,303
29 August
2023
29 August
2026 419.00p – 93,310 – – – 93,310
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Directors’ Remuneration Report
continued
PSP Awards performance targets
Performance measures and targets for the 2021 PSP Award are detailed on page 133.
Performance measures and targets for the 2022 PSP Award are set out below:
Metric Weighting 0% vesting 25% vesting 100% vesting
EPS (before highlighted items) 60% 28.7p 30.2p 35.4p
Non-Consumer Operating Profit 15% £9.8 million £10.9 million £14.3 million
Consumer Operating Profit 15% £18.1 million £20.0 million £25.8 million
Bloomsbury Digital Resources (BDR) Revenue 10% £22.3 million £24.3 million £30.3 million
Performance measures and targets for the 2023 PSP Award are detailed on page 134.
Sharesave options
Bloomsbury operates an HMRC-approved Sharesave scheme in respect of which all UK employees are eligible to participate. There were no
Sharesave options outstanding in respect of either Executive Director at the year-end (2023: nil).
Directors’ interests in shares
Under the current Remuneration Policy, Executive Directors are required to build up a shareholding in the Company equal to 200% of their
salary (“Shareholding Guideline”) to align their interests with that of Shareholders. Executive Directors are expected to retain any vested
shares (net of tax) until the Shareholding Guideline has been achieved.
Executive Directors are also subject to a post-employment Shareholding Guideline. After ceasing to be an Executive Director, individuals
will be expected to maintain a shareholding equivalent to 200% of salary (or actual shareholding if lower), tapering down to nil over two
years. This guideline applies to shares vesting after the 2020 AGM and may be disapplied in certain cases (e.g. due to compassionate
circumstances).
Shareholding Guidelines do not apply to the Chairman or Non-Executive Directors.
The interests of the Directors who served on the Board during the year are set out in the table below. There have been no changes to those
interests between 29 February 2024 and the date of this report.
Owned
2
PSP & ESP Awards
Sharesave
options
unvested
Total
29 February
2024
Shareholding
Guideline
achieved
1
%
29 February
2024
28 February
2023 Unvested Vested
Nigel Newton
3
1,558,290 1,424,669 403,260 – – 1,961,550 >200
Penny Scott-Bayfield
4
184,716 104,316 251,886 – - 435,902 >200
Sir Richard Lambert 10,317 10,317 – – – 10,317 N/A
John Bason 10,865 – – – – 10,865 N/A
Leslie-Ann Reed – – – – – – N/A
Baroness Young – – – – – – N/A
Total 1,764,188 1,539,302 654,446 – – 2,418,634
1
The Guideline requires that the Executive Director must retain shares vesting from the PSP Awards net of tax until the Shareholding Guideline of 200% has
been met. The number of shares needed to satisfy a shareholding is normally recalculated at the close of the next business day following the announcement
of the full year results (the “Review Date”). The share price used above is 401 pence (determined by the closing price of shares the day after annual results are
announced).
2
Owned includes shares held directly by the Director and indirectly by a nominee on behalf of the Director where the Director has the beneficial interest. It
includes the shares of the Director and of connected persons.
3
In respect of the vesting of the 2020 PSP Award, Nigel Newton acquired 243,947 shares (comprising 222,142 vested PSP shares and 21,805 dividend
equivalent shares), out of which 110,326 shares were sold to fund the tax liability and administrative fees arising on vesting. He retained the balance of
133,621 shares.
4
In respect of the vesting of the 2020 PSP Award, Penny Scott-Bayfield acquired 152,375 shares (comprising 138,755 vested PSP shares and 13,620 dividend
equivalent shares) out of which 71,975 shares were sold to fund the tax liability, National Insurance liability and administrative fees arising on vesting. She
retained a balance of 80,400 shares.
No Director has or has had any interest, direct or indirect, in any transaction, contract or arrangement (excluding service agreements),
which is, or was, unusual in its nature or conditions or significant to the business of the Group during the current or immediately preceding
financial year.
Overall, the Committee considers that the Remuneration Policy has operated as it intended during 2023/2024 and that the pay outcomes
are aligned with the experience of Shareholders and other stakeholders over the relevant performance period.
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Annual Report and Accounts 2024
135
Governance
Implementation of Remuneration Policy in 2024/2025
Salary
Annual salary increases for the Executive Directors and senior management are normally aligned with the approach adopted for the wider
workforce, other than in specific circumstances (e.g. adjustments to reflect change in role). The Committee is of the view that this continues
to be a good discipline as it increases consistency in the approach to pay across the workforce.
From 1 March 2024, the Executive Directors received a pay increase of 4%, in line with the increase for the general workforce.
Basic salaries for the Executive Directors are as follows:
Executive Director
From 1 March 2024
£’000
Nigel Newton 542
Penny Scott-Bayfield 339
Pension and benefits
In 2024/2025, pension contributions (as a percentage of base salary) for Executive Directors will remain at 7%, in line with the rate for the
wider workforce.
There will be no changes to other benefits.
Annual bonus
The maximum annual bonus opportunity for 2024/2025 will be set at 120% of salary. The structure of the bonus scheme will be the same
as for 2023/2024. Where the full bonus pool is not funded, bonuses will be prorated accordingly. The maximum bonus will be measured
against achieving a Group profit target for the majority segment and strategic objectives for a minority segment. Sustainability forms a
key part of the Company’s overall strategy, therefore the strategic element will include targets relating to reduced Scope 1 and Scope
2 emissions across the Group by 2030. When considering annual bonuses outcomes, the Committee looks at both the financial and
strategic performance of the Group over the year and takes into account their affordability. When setting the target profits for the year,
the Committee has set robust and stretching targets. This reflects factors including internal and external forecasts, the targets set in prior
years, the exceptional factors which contributed to results in 2023/2024 and forecasts for broader market performance. In line with market
best practice, the Committee may adjust targets or outcomes to reflect significant one-off events (e.g. major transactions or material
changes to plan assumptions) to ensure that the bonus continues to operate as intended. Specific measures and targets will be disclosed
retrospectively in the Annual Report on Remuneration.
Where an Executive Director has not met their Shareholding Guidelines, any bonus in excess of 100% of salary will normally be expected to
be deferred into shares for two years.
To the extent any annual bonus is payable to the Executive Directors, the Committee will be mindful of the experience of all our stakeholder
groups over the year, in particular the wider employee population.
Any bonus payable will be subject to malus and clawback provisions.
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Directors’ Remuneration Report
continued
Long-term incentives
PSP Awards will be granted to Executive Directors in 2024/2025 (“2024 PSP Award”) at 120% of salary. When granting awards, the
Committee will consider the share price on the grant date as well as the average price used to grant awards over multiple years.
The 2024 PSP Award will be subject to the following performance measures:
Metric Weighting
0% of award
vesting
25% of award
vesting
100% of award
vesting
EPS (before highlighted items) 60% 31.8p 35.9p 48.1p
Non-Consumer Operating Profit 17.5% £10.0 million £11.1 million £14.1 million
Consumer Operating Profit 17.5% £24.6 million £27.2 million £35.1 million
International Revenue 5% £142.5 million £151.4 million £178.3 million
These targets have been set taking into account internal and external expectations over the three-year period to 28 February 2027.
The awards for Executive Directors will be subject to malus and clawback provisions and to a two-year post-vesting holding period. During
the holding period, an Executive Director may not sell their vested shares, which will remain subject to a clawback provision. The Committee
has discretion to adjust formulaic outcomes where it believes the outcome does not reflect the Committee’s assessment of the underlying
performance of the Company/individual. Under the share plan rules and consistent with normal market practice, the Committee retains the
ability to make adjustments to the targets where appropriate (e.g. to reflect M&A activity) to ensure that they remain aligned with strategic
priorities and are appropriately stretching.
The Remuneration Committee has approved that the Executive Directors may participate in the Company’s Sharesave scheme. Neither
Executive Director participated in the Company’s Sharesave scheme for the year to 29 February 2024.
Non-Executive Directors
The Board had agreed that there would be a review of the fees received by the Non-Executive Directors and Chairman following the
2023 AGM.
The review of Non-Executive Director fees was undertaken by the Board (excluding the Non-Executive Directors), and the review of the
Chairman’s fee was undertaken by the Remuneration Committee. Both reviews took into account the increased time commitment for these
roles, and the market practice in other FTSE listed companies of similar size to the Company. As a result of these reviews, the base fee for
Non-Executive Directors was set at £52,000, and the additional fee for chairing a Board Committee was set at £8,000. The Chairman’s fee
was set at £165,000. These changes took effect from 1 October 2023.
The Remuneration Committee confirmed that the present arrangement whereby Chairman of the Board did not receive any additional fee
for chairing the Nomination Committee, would continue.
The Board and the Remuneration Committee have agreed that until the next review, the fees of the Chairman and Non-Executive Directors
will rise in line with any increase in salary agreed for the wider workforce, and fees were increased by 4% with effect from 1 March 2024.
Current annualised fees are as follows:
Non-Executive Director Position
From
1 March 2024
£’000
Sir Richard Lambert Chairman of the Board, Chair of the Nomination Committee 172
John Bason Chair of the Remuneration Committee and Independent Non-Executive Director 62
Leslie-Ann Reed Chair of the Audit Committee and Senior Independent Director 62
Baroness Young Independent Non-Executive Director 54
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Annual Report and Accounts 2024
137
Governance
Part B
2 (UNAUDITED INFORMATION)
Performance graph and table
The chart below shows the Company’s Total Shareholder Return for the period from 28 February 2014 to 29 February 2024 compared to that
of the FTSE SmallCap Media sector index over the same period. The index has been selected as it represents a broad equity market index,
of which the Company is a constituent member.
Feb 22 Feb 23 Feb 24Feb 21Feb 20Feb 19Feb 18Feb 17Feb 16Feb 15Feb 14
Bloomsbury
FTSE SmallCap Media
0
100
200
300
400
500
600
Total Shareholder Return (rebased)
The total remuneration figures for the Chief Executive during each of the financial years of the relevant period are shown in the table below.
The annual bonus payout and PSP vesting level as a percentage of the maximum opportunity are also shown for each of these years.
Year ending:
28 Feb
2015
29 Feb
2016
28 Feb
2017
28 Feb
2018
28 Feb
2019
29 Feb
2020
28 Feb
2021
28 Feb
2022
28 Feb
2023
29 Feb
2024
Total remuneration
(£’000) 799 547 689 909 951 1,102 1,492 1,948 2,077 1,868
Annual bonus (%) 16% 0% 42% 88% 92.5% 0% 30% 100% 97% 100%
PSP vesting (%) 56% 17% 0% 0% 0% 96% 100% 100% 100% 91%
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Directors’ Remuneration Report
continued
Percentage change in remuneration of Directors and employees
In line with the Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019, the table below shows
the percentage change in the base salary/fees, benefits and annual bonus between the financial years ended 28 or 29 February 2020 against
2021, 2021 against 2022, 2022 against 2023 and 2023 against 2024, in respect of all Directors of the Company compared to that of the
average percentage change for all employees of the Company for each of these elements of pay. The average employee change has been
calculated by reference to the mean of employee pay on a full-time equivalent basis. During the year, the fees for the Chairman and the
Non-Executive Directors were reviewed and increased, as discussed above. More details are provided on page 137. This table will be built
up over time to display a five-year history:
Average change
2023 and 2024
Average change
2022 and 2023
Average change
2021 and 2022
Average change
2020 and 2021
Salary/
Fees Benefits
6
Bonus
7
Salary/
Fees Benefits
6
Bonus
7
Salary/
Fees Benefits
6
Bonus
7
Salary/
Fees Benefits
6
Bonus
7
Average
employee
1
8% 328% (14)% 2% (33)% (28)% 2% (5)% 67% (2)% (3)% 1,009%
Executive Directors
Nigel Newton 4% (11)% 29% 5% 3% 2% 2% 7% 240% 2% 8% 30%
Penny Scott-
Bayfield
2
4% (35)% 29% 5% (13)% 2% 10% 21% 266% 14% 36% 30%
Non-Executive Directors
Sir Richard
Lambert 18% n/a n/a 5% n/a n/a 2% n/a n/a 2% n/a n/a
John Bason
3
16% n/a n/a – – – – – – – – –
Leslie-Ann Reed
4
16% n/a n/a 5% n/a n/a 6% n/a n/a 0% n/a n/a
Baroness Young
5
12% n/a n/a 5% n/a n/a (1)% n/a n/a n/a n/a n/a
1
The average employee salary and benefits figures reflect the salary mix impact of leavers and joiners during the financial year. In practice, salaries were
generally increased by 6% across the business in the year. Benefits are based on taxable benefits. During the year the Company offered all UK employees the
opportunity to join a medical insurance scheme. This was widely taken up and is reflected in the high increase to benefits.
2
Details in regard to Penny Scott-Bayfield’s salary increases are provided in the Chair’s Annual Statement on page 109 of the 2021 Annual Report and
Accounts. Penny was initially appointed at a salary below that of her predecessor, and her salary was subsequently adjusted in August 2020 to reflect her
progress and performance in the role. This adjustment impacted the increase reported for 2021 and 2022. In 2023, her increase was aligned with the wider
workforce (but excluded the permanent £1,000 increase in salary, and the one-off cash payment of £1,250).
3
John Bason became a Director on 1 April 2022, therefore no year-on-year comparison is possible with prior years. On 20 July 2022, he became Chair of the
Remuneration Committee and was entitled to an additional annual fee for this role. To show a meaningful comparison, he is treated here as if he had become
both a Director and Committee Chair on 1 March 2023.
4
Leslie-Ann Reed was appointed to the Board on 17 July 2019. In order to provide a meaningful comparison with remuneration for 2020/2021, Leslie-Ann
Reed’s salary for 2019/2020 has been annualised. On 21 July 2021, Leslie-Ann became Chair of the Audit Committee and Senior Independent Director and
was entitled to an additional annual fee for the Chair role.
5
Baroness Young was appointed to the Board on 1 January 2021. In order to provide a meaningful comparison with remuneration for 2021/2022, Baroness
Young’s salary for 2020/2021 has been annualised.
6
The benefits for the Executive Directors remained broadly unchanged and the fluctuations reported primarily relate to changes in insurance premiums.
7
In 2019/2020, there was no payout of bonuses to Executive Directors. In 2020/2021, the Company introduced a Group-wide bonus scheme.
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Chief Executive’s pay ratio
The table below discloses the ratio of the Chief Executive’s pay, using the single total figure remuneration as disclosed on page 131 to
the comparable, full-time equivalent total remuneration of all UK employees whose pay is ranked at the 25th percentile, median and 75th
percentile.
Year Method
1
25th
percentile
pay ratio
2
Median pay
ratio
3
75th
percentile
pay ratio
4
2020 A 39.5 : 1 30.8 : 1 21.6 : 1
2021 A 51.1 : 1 40.5 : 1 28.8 : 1
2022 A 63.9 : 1 50.7 : 1 35.8 : 1
2023
5
A 65.7 : 1 51.4 : 1 33.5 : 1
2024 A 57.2 : 1 44.5 : 1 31.2 : 1
1
Method A, as set out in the Companies (Miscellaneous Reporting) Regulations 2018, was selected as this is considered the most statistically accurate and
robust methodology. The 25th percentile, median and 75th percentile UK employees were determined based on total remuneration for the year ended 29
February 2024 using the single total figure valuation methodology. The elements used to calculate total remuneration comprised salary, pensions, bonus and
benefits. The value of Sharesave options granted in the year has been excluded when calculating total remuneration for UK employees.
2
The relevant 25th percentile values are £30,290 salary and £32,621 total pay and benefits.
3
The relevant median values are £38,000 salary and £41,911 total pay and benefits.
4
The relevant 75th percentile values are £55,000 salary and £59,909 total pay and benefits.
5
The 2023 ratios have been recalculated in accordance with normal practice to reflect the adjusted single total figure remuneration valuation for Nigel
Newton, taking into account the final valuation for his 2020 PSP Award based on the share price at vesting, rather than the estimated share price shown in the
2023 Annual Report.
The Company believes the median pay ratio for the year ended 29 February 2024 is consistent with the pay, reward and progression policies
for the Company’s UK employees taken as a whole. During the year, in addition to the general 6% salary increase, many employees received
a further increase to enhance positioning to the wider market. Further, health insurance had been offered to all UK staff and had a high
take-up.
The continuing strong performance by the Company is reflected in the incentive outcomes for the CEO. The share price has doubled during
the three financial years covered by the 2021 PSP Award, including an increase of 30% over the financial year to 29 February 2024. For ease
of comparison, if the increase in share value over the three years is excluded, the median pay ratio for 2023/2024, would be 36.7:1.
A greater proportion of the Chief Executive’s and senior management’s overall remuneration is linked to performance (via the annual bonus
and PSP awards), when compared to the wider workforce due to the nature of their roles. The Committee, therefore, noted that pay ratios
are likely to fluctuate depending on the performance of the business and associated outcomes of incentive plans in each year.
Consideration of wider workforce
During the year, the Committee was updated on workforce remuneration policies, including the launch of a new career framework for
employees based in the UK and US, which was supported by job evaluation of over 350 roles and was independently reviewed. In addition,
health insurance, previously only available for a limited number of senior roles, was offered to all UK employees during the year, with
widespread take-up. The Committee continues to develop and evolve its approach to engagement with the workforce on Executive pay.
Currently, information on the Career Framework is provided on the Company’s intranet, which is accessible by all employees alongside an
expanded set of FAQs. The Board receives regular updates from the Group Director of Engagement on workforce policies (including pay
policies), and with feedback from Employee Voice meetings, where issues raised include pay and benefits.
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Governance
Directors’ Remuneration Report
continued
Relative importance of spend on pay
The following table shows the Company’s actual spend on pay (for all employees) relative to dividends.
Year ended
29 February
2024
Year ended
28 February
2023
Staff costs (£m) 74.0 60.9
Dividends declared (£m) 11.9 9.5
Retained profits (£m) 17.4 9.8
Voting at the Annual General Meeting
At the Annual General Meeting of 18 July 2023, the Annual Statement by the Chair of the Remuneration Committee and the Annual Report
on Directors’ Remuneration for the financial year ended 28 February 2023 was put to an advisory vote. The voting outcomes were as follows:
Number
of shares
Percentage
of the vote
Votes cast in favour 57,055,315 99.31%
Votes cast against 398,514 0.69%
Total votes cast 57,453,829 100%
Abstentions on voting cards 314,383
The Remuneration Policy was put to Shareholders at the same Annual General Meeting as an ordinary resolution. The voting outcomes were
as follows:
Number
of shares
Percentage
of the vote
Votes cast in favour 55,661,670 97.07%
Votes cast against 1,682,662 2.93%
Total votes cast 57,344,332 100%
Abstentions on voting cards 423,880
Remuneration Committee
Composition of the Committee
The Committee is comprised of at least two Independent Non-Executive Directors and the Chairman of the Board. The members of the
Committee during the year were John Bason (Chair of the Committee), Sir Richard Lambert and Leslie-Ann Reed.
The Committee met four times during 2023/2024. The Committee members’ attendance can be seen on page 110 of this Annual Report.
Only members of the Remuneration Committee have the right to attend Committee meetings; however, the Chief Executive and Group
Finance Director may attend Committee meetings at the request of the Chair of the Committee for specific items on the agenda.
Remuneration consultants may attend where needed to provide technical support.
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Governance
Role and responsibilities
of the Committee
The terms of reference of the Committee set out its role
and authority. These are reviewed annually and can be
found on the Company’s website, www.bloomsbury-ir.
co.uk. In summary, the Committee’s responsibilities
include:
• Determining the Remuneration Policy for the Chairman
and Executive Directors.
• Determining the remuneration packages for the
Executive Directors and Chairman within the terms of
the policy.
• Monitoring the level and structure of remuneration for
other members of senior management
• Reviewing workforce remuneration and related policies
across the Company.
• Approving the design of, and determining targets for,
performance-related pay schemes operated by the
Company.
• Reviewing the design of share incentive plans for Board
approval for Executive Directors and other members
of senior management. For any such plans, the
Committee shall determine whether the awards will be
made, and, if so, approve the overall amount of such
awards, the individual awards to Executive Directors,
Company Secretary and designated senior managers
and the performance targets to be used.
• Developing a formal policy for shareholding guidelines
in employment and post-employment shareholding
requirements.
Activities of the Committee during the
year
During the year, amongst other matters, the Committee
considered the following:
• Review and recommendation for approval of the Directors’
Remuneration Report for the Annual Report and Accounts for
the financial year ended 28 February 2023
• Completion of a shareholder consultation exercise in regards to
the Remuneration Policy that was put to the 2023 AGM
• The approval of increases to the Executive Directors’ salaries
and the Chairman of the Board’s fee
• Review and approval of the Executive Directors’ remuneration
packages
• Review of the bonus plan achievement for 2022/2023
• Review and approval of the bonus plan proposal and objectives
for 2023/2024
• Review and approval of performance targets for the 2023
PSP Award
• Review of the performance outcome of the 2020 PSP Award
vest and payouts to the Executive Directors
• Review of workforce remuneration policies
• Review of the Committee evaluation
• Review and approval of the Committee’s terms of reference
The Committee Chair has a standing item on the agenda at each
main Board meeting, enabling remuneration matters to be raised
for discussion by the Board if required.
In 2019, the Committee considered its role in respect of
determining the remuneration of senior management with
reference to the 2018 Code. After due consideration and
discussion at both the Committee and Board level it was decided
that the Executive Directors would remain responsible for
remuneration for senior management. The Committee believes
that the Executive Directors are best placed to assess the
appropriate level of remuneration of senior managers based on
their performance and contribution to the Company’s success
and on the Executive Directors’ knowledge of market rates of
pay. The Committee will nonetheless monitor the remuneration
of senior managers closely and will continue to be responsible for
approving the granting and vesting of share incentives.
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Governance
Directors’ Remuneration Report
continued
Advisors to the Committee
In carrying out its responsibilities, the Committee was
independently advised by external advisors. Deloitte LLP was
appointed as the Committee’s external remuneration consultants
in September 2019 following a competitive tender process.
Deloitte LLP is a founding member of the Remuneration
Consultants’ Group and adheres to its Code of Conduct. In
respect of their services to the Committee, fees charged by
Deloitte LLP amounted to £47,400 (excluding VAT).
During the year, Deloitte also provided broader HR consulting
services, share plan advice, including valuations for share-based
payments, corporate tax, VAT and employment tax advisory
services. The Committee is satisfied that the advice provided by
Deloitte LLP was objective and independent, that the provision
of other services in no way compromised their independence
and that there was no potential conflict of interest. The individual
consultants who work with the Committee do not provide advice
to the Executive Directors or act on their behalf.
The Committee received assistance from the Company Secretary
and, where specifically requested by the Committee, the Chief
Executive and Group Finance Director.
The Committee has considered any feedback received from
the major Shareholders during the year as part of Bloomsbury’s
ongoing investor relations programme and considers the reports
and recommendations of Shareholder representative bodies and
corporate governance analysts.
Approved by the Board of Directors and signed on its behalf.
John Bason
Chair of the Remuneration Committee
22 May 2024
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Governance
FINANCIALS
Independent Auditor’s Report 145
Consolidated Income Statement 150
Consolidated Statement of Comprehensive Income 151
Consolidated Statement of Financial Position 152
Consolidated Statement of Changes in Equity 153
Consolidated Statement of Cash Flows 154
Notes to the Financial Statements 155
Company Statement of Financial Position 196
Company Statement of Changes in Equity 197
Company Statement of Cash Flows 198
Notes to the Company Financial Statements 199
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Financials
Independent Auditor’s Report
to the members of Bloomsbury Publishing Plc
Opinion
We have audited the financial statements of Bloomsbury Publishing
Plc (the “Company”) and its subsidiaries (the “Group”) for the
year ended 29 February 2024 which comprise the Consolidated
income statement, the Consolidated statement of comprehensive
income, the Consolidated and Company statement of financial
position, the Consolidated and Company statement of changes in
equity, the Consolidated and Company statement of cash flows and
notes to the financial statements, including a summary of material
accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and UK adopted
international accounting standards.
In our opinion, the financial statements:
• give a true and fair view of the state of the Group’s and of the
Parent Company’s affairs as at 29 February 2024 and of the
Group’s profit for the year then ended;
• have been properly prepared in accordance with UK adopted
international accounting standards
• have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards
on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section
of our report. We are independent of the Group in accordance
with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical Standard
as applied to listed public interest entities, and we have fulfilled our
other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
Directors’ use of the going concern basis of accounting in the
preparation of the Group and Company financial statements is
appropriate. Our evaluation of the Directors’ assessment of the
Group and Company’s ability to continue to adopt the going
concern basis of accounting included:
• Reviewing projections to assess the cash flow requirements of
the Group over the duration of the viability statement, being the
36-month period to 28 February 2027;
• Performing tests on the mathematical accuracy of projections;
• Considering how inflation and a potential economic downturn
have been factored into the projections prepared by
management;
• Obtaining evidence of the review and approval of the budgets by
the Board; and
• Considering potential downside scenarios and the resultant
impact on available funds.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group
and Company’s ability to continue as a going concern for a period
of at least twelve months from when the financial statements are
authorised for issue.
In relation to the Group reporting on how they have applied the
UK Corporate Governance Code, we have nothing material to add
or draw attention to in relation to the Directors’ statement in the
financial statements about whether the Directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections of
this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of
materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the
financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements
identified.
Based on our professional judgement, we determined overall
materiality for the Group financial statements as a whole to be
£1,450,000 based on 5% of the Group’s average profit before tax
over the last three years. Given the significant increase in profit in
the year ended 29 February 2024, this approach has been taken to
ensure a more stable benchmark for the assessment of materiality.
Materiality for the parent Company financial statements as a whole
was set at £1,068,000) based on 0.75% percent of revenue.
We use a different level of materiality (‘performance materiality’)
to determine the extent of our testing for the audit of the financial
statements. Performance materiality is set based on the audit
materiality as adjusted for the judgements made as to the entity
risk and our evaluation of the specific risk of each audit area
having regard to the internal control environment. For the Group
performance materiality was set at £1,015,000 and £747,000 for the
parent Company.
Where considered appropriate performance materiality may be
reduced to a lower level, such as, for related party transactions and
Directors’ remuneration.
We agreed with the Audit Committee to report to it all identified
errors in excess of £72,000. Errors below that threshold would
also be reported to it if, in our opinion as auditor, disclosure was
required on qualitative grounds.
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Annual Report and Accounts 2024
145
Financials
Independent Auditor’s Report
to the members of Bloomsbury Publishing Plc
continued
Overview of the scope of our audit
The scope of the audit work and the design of audit tests
undertaken was solely for the purposes of forming an audit opinion
on the consolidated financial statements of the Group. The Group
contains four (2023: four) reporting components: the UK, US,
Australia and India. Two of these components (the UK and the US)
were subject to full scope audit procedures with specific procedures
performed over financial statement line items. Analytical review
procedures were performed over the remaining two components
together with targeted audit procedures on material balances.
Full scope audit procedures provided coverage of 94% of Group
revenue, 98% of Group profit before tax and 96% of Group total
assets.
The full scope procedures performed on both components and
the Parent Company were undertaken by the Group audit team.
Specialists were used to assist with the audit of taxation and
impairment under the direction and supervision of the Group
audit team.
The audit work performed was predominantly substantive in nature.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due
to fraud) that we identified. These matters included those
which had the greatest effect on: the overall audit strategy, the
allocation of resources in the audit; and directing the efforts of the
engagement team.
This is not a complete list of all risks identified by our audit.
Key audit matter How the scope of our audit responded to the key audit matter
Sales return liability (note 18)
The Group will typically make print sales on a sale or return
basis with revenue presented net of estimated returns. The
Group has disclosed the £18.8m sales return liability, and
sensitivity estimated in note 18.
The sales return liability is estimated based on contractual
terms and historical data with specific adjustments made
for two customers where the historic data alone may not
give an accurate assessment of the liability. Changes to the
standard model are applied for specific titles and authors
where management feel there is evidence to suggest that
the returns profile may be materially different to the normal
pattern.
The valuation of the sales returns liability has a high
degree of estimation uncertainty, with a potential range of
reasonably possible outcomes greater than our materiality
for the financial statements as a whole.
Our procedures included:
• Assessing whether the Group’s sales return policy has been
consistently applied and challenge the rationale for any exceptions
made to the policy;
• Substantively testing inputs used in the returns calculation by
agreeing sales and returns to underlying records and terms through to
contracts;
• Recalculating the value of the liability to ensure correct calculation;
• Analytically reviewing the level of the liability compared to historic
data to assess the accuracy and consistency of the liability; and
• Evaluating the basis for specific amendments to the standard policy
including considering historic evidence in relation to the performance
of certain titles and authors to assess whether the amendment was
appropriate.
We found the resulting estimate of the sales return liability to be
acceptable.
Recoverability of author advances (see note 17)
The Group pays advances to authors prior to publication.
These advances are recoverable from royalty payments that
are due to the author under the terms of the relevant royalty
agreement. Author advances totalling £35.1m are included
in the financial statements.
The Group considers enough reliable sales data is
available six months after publication to enable a reliable
assessment of impairment to be made. Management then
use judgement to make overrides where there are specific
factors which might indicate an impairment is needed before
this point or no impairment is needed despite the sales
trends.
By their nature the level of future sales cannot be
guaranteed and hence there is a high degree of estimation
uncertainty, with a potential range of reasonably possible
outcomes greater than our materiality for the financial
statements as a whole.
Our procedures included:
• Obtaining management’s assessment, performing tests of arithmetical
accuracy and agreeing the accuracy of the data sources used;
• Using historic data to challenge whether the six-month period after
publication was appropriate and considering what the impact would
be of an alternative assessment;
• Reviewing the rationale for author specific overrides including
discussion with non-finance personnel and, where possible, validation
to external data;
• Assessing the accuracy of forecasted sales made in the prior year
to actual sales achieved as a test of the accuracy of the prior year
provision; and
• Assessing the completeness of the provision through testing a sample
of unearned balances not provided for at the year end by comparing
actual sales for the year to forecasted levels in the prior year.
We found the resulting estimate of the recoverable amount of author
advances to be acceptable.
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Financials
Key audit matter How the scope of our audit responded to the key audit matter
Carrying value of goodwill (see note 10)
The Group has made a number of historic acquisitions
and goodwill of £48.3m is recognised in the Statement of
Financial Position.
Under IAS 36 goodwill is considered to be an indefinite life
intangible asset and is subject to an annual impairment test.
We consider the carrying value of goodwill and the risk over
potential impairment to be a significant audit risk due to
the inherent uncertainty involved in selecting appropriate
assumptions including around forecast future cash flows and
the discount rate.
Our procedures included:
• obtaining the impairment test from management and testing it for
arithmetic accuracy and consistency with other estimates made by
management;
• comparing the prior year’s impairment test to current year outcomes
to assess the accuracy of historic budgeting;
• engaging an internal specialist to review the discount rate calculation
compared to market expectations and industry data;
• performing sensitivity analysis and considering the impact of a range
of severe but plausible downside scenarios including declining sales
and increased discount rates; and
• assessing the adequacy of the Group’s disclosures related to the
sensitivity of the impairment calculations.
We concluded that the resulting estimate of the recoverable amount of
goodwill was acceptable.
Carrying value parent company investments in subsidiary companies (see note 35)
The Company has investments of £114.8m recognised in the
Statement of Financial Position.
We consider the carrying value of investments and the risk
over potential impairment to be a significant audit risk due
to the inherent uncertainty involved in selecting appropriate
assumptions including around forecast future cash flows and
the discount rate.
Our procedures included:
• obtaining cash flow forecasts from management and testing them
for arithmetic accuracy and consistency with models supporting the
calculation of other estimates made by management;
• comparing the historical and logical accuracy of prior year forecasts to
actual results;
• performing sensitivity analysis and considering the impact of a range
of severe but plausible downside scenarios including declining sales
and increased discount rates; and
• considering whether we were aware of any other factors that may
indicate impairment.
We concluded that the resulting estimate of the recoverable amount of
investments was acceptable.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Other information
The other information comprises the information included in
the annual report, other than the financial statements and our
auditor’s report thereon. The Directors are responsible for the other
information. Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance
conclusion thereon. In connection with our audit of the financial
statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we have
performed, we conclude that there is a material misstatement of the
other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the Directors’ remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion based on the work undertaken in the course of our
audit:
• the information given in the strategic report and the Directors’
report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
• the strategic report and the Directors’ report have been prepared
in accordance with applicable legal requirements.
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147
Financials
Independent Auditor’s Report
to the members of Bloomsbury Publishing Plc
continued
Matters on which we are required to report
by exception
In the light of the knowledge and understanding of the Group and
the Company and its environment obtained in the course of the
audit, we have not identified material misstatements in the strategic
report or the Directors’ report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
• adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the Company financial statements and the part of the Directors’
remuneration report to be audited are not in agreement with the
accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are
not made; or
• we have not received all the information and explanations we
require for our audit; or
• a corporate governance statement has not been prepared by the
Company.
Corporate governance statement
We have reviewed the Directors’ statement in relation to going
concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Company’s compliance
with the provisions of the UK Corporate Governance Statement
specified for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit:
• Directors’ statement with regards the appropriateness of
adopting the going concern basis of accounting and any material
uncertainties identified on page 92;
• Directors’ explanation as to its assessment of the Group’s
prospects, the period this assessment covers and why the period
is appropriate set out on page 92;
• Directors’ statement on whether it has a reasonable expectation
that the Group will be able to continue in operation and meet its
liabilities set out on page 92;
• Directors’ statement on fair, balanced and understandable set
out on page 105;
• Board’s confirmation that it has carried out a robust assessment
of the emerging and principal risks set out on pages 82 to 92;
• The section of the annual report that describes the review of
effectiveness of risk management and internal control systems set
out on pages 120 to 122; and
• The section describing the work of the Audit Committee set out
on pages 118 to 122.
Responsibilities of the Directors for the
financial statements
As explained more fully in the Directors’ responsibilities statement
set out on page 105, the Directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control as
the Directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Directors are responsible
for assessing the Group and Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
the Directors either intend to liquidate the Group or Company or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit
of the financial statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit
was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud, is detailed below, however, the primary responsibility for the
prevention and detection of fraud lies with management and those
charged with governance of the Company.
• We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Group and the procedures
in place for ensuring compliance. The most significant identified
were the Companies Act 2006, General Data Protection
Regulations, employment law and laws and regulations
pertaining to intellectual property, copyrights, infringements
and trademarks. Our work included direct enquiry of the Group
General Counsel, reviewing Board and relevant committee
minutes and inspection of correspondence.
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Financials
• As part of our audit planning process we assessed the different
areas of the financial statements, including disclosures, for the
risk of material misstatement. This included considering the
risk of fraud where direct enquiries were made of management
and those charged with governance concerning both whether
they had any knowledge of actual or suspected fraud and their
assessment of the susceptibility of fraud. We considered the risk
was greater in areas involving significant management estimate
or judgement. Based on this assessment we designed audit
procedures to focus on the key areas of estimate or judgement,
this included specific testing of journal transactions, both at the
year end and throughout the year.
• We used data analytic techniques to identify any unusual
transactions or unexpected relationships, including considering
the risk of undisclosed related party transactions.
• We incorporated some unpredictability testing through scoping
in specific procedures on cash, inventory existence and revenue
procedures in the Indian and Australian components.
Owing to the inherent limitations of an audit, there is an
unavoidable risk that some material misstatements of the financial
statements may not be detected, even though the audit is properly
planned and performed in accordance with the ISAs (UK).
The potential effects of inherent limitations are particularly
significant in the case of misstatement resulting from fraud because
fraud may involve sophisticated and carefully organised schemes
designed to conceal it, including deliberate failure to record
transactions, collusion or intentional misrepresentations being
made to us.
A further description of our responsibilities for the audit of the
financial statements is located on the Financial Reporting Council’s
website at: www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Other matters which we are required to
address
Following the recommendation of the audit committee, we were
initially appointed in July 2022 to audit the financial statements for
the year ending 28 February 2023. The period of total uninterrupted
engagement is two years. Matthew Stallabrass has acted as Senior
Statutory Auditor for both years.
The non-audit services prohibited by the FRC’s Ethical Standard
were not provided to the Group or the Company and we remain
independent of the Company in conducting our audit.
Our audit opinion is consistent with the additional report to the
audit committee.
Use of our report
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to
them in an auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company’s members
as a body, for our audit work, for this report, or for the opinions we
have formed.
Matthew Stallabrass
(Senior Statutory Auditor)
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
22 May 2024
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Consolidated Income Statement
For the year ended 29 February 2024
Notes
Year ended
29 February
2024
£’000
Year ended
28 February
2023
£’000
Revenue 3 342,651 264,102
Cost of sales (148,062 ) (119,191 )
Gross profit 194,589 144,911
Marketing and distribution costs (49,769 ) (32,529 )
Administrative expenses (104,171 ) (86,551 )
Share of result of joint venture (46 ) (228 )
Operating profit before highlighted items 47,856 31,286
Highlighted items 4 (7,253 ) (5,683 )
Operating profit 4 40,603 25,603
Finance income 6 1,300 270
Finance costs 6 (408 ) (458 )
Profit before taxation and highlighted items 48,748 31,098
Highlighted items 4 (7,253 ) (5,683 )
Profit before taxation 41,495 25,415
Taxation 7 (9,200 ) (5,171 )
Profit for the year attributable to owners of the Company 32,295 20,244
Earnings per share attributable to owners of the Company
Basic earnings per share 9 39.77 p 24.94 p
Diluted earnings per share
9 39.11 p 24.54 p
The accompanying notes form part of these financial statements.
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Consolidated Statement of
Comprehensive Income
For the year ended 29 February 2024
Year ended
29 February
2024
£’000
Year ended
28 February
2023
£’000
Profit for the year 32,295 20,244
Other comprehensive income
Items that may be reclassified to the income statement:
Exchange differences on translating foreign operations (4,677 ) 7,464
Items that may not be reclassified to the income statement:
Remeasurements on the defined benefit pension scheme 17 –
Other comprehensive income for the year net of tax (4,660 ) 7,464
Total comprehensive income for the year attributable to the owners of the Company
Items in the statement above are disclosed net of tax. The income tax relating to each component of other comprehensive income is
disclosed in note 7.
The accompanying notes form part of these financial statements.
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Consolidated Statement of Financial Position
For the year ended 29 February 2024
Notes
29 February
2024
£’000
28 February
2023
£’000
Assets
Goodwill 10 48,309 48,656
Other intangible assets 11 31,966 38,243
Investments 12 – –
Property, plant and equipment 13 2,203 2,503
Right-of-use assets 14 7,559 9,126
Deferred tax assets 15 13,692 7,928
Trade and other receivables 17 790 934
Total non-current assets 104,519 107,390
Inventories 16 36,678 43,364
Trade and other receivables 17 164,796 112,819
Cash and cash equivalents 65,750 51,540
Total current assets 267,224 207,723
Total assets 371,743 315,113
Liabilities
Retirement benefit obligations 23 – –
Deferred tax liabilities 15 2,693 3,115
Lease liabilities 25 6,516 8,570
Provisions 20 534 334
Total non-current liabilities 9,743 12,019
Trade and other liabilities 18 151,979 111,620
Lease liabilities 25 2,388 2,082
Current tax liabilities 4,025 790
Provisions 20 1,157 764
Total current liabilities 159,549 115,256
Total liabilities 169,292 127,275
Net assets 202,451 187,838
Equity
Share capital 21 1,020 1,020
Share premium 21 47,319 47,319
Translation reserve 21 10,914 15,591
Other reserves 21 12,801 10,870
Retained earnings 21 130,397 113,038
Total equity attributable to owners of the Company
The accompanying notes form part of these financial statements.
The financial statements were approved by the Board of Directors and authorised for issue on 22 May 2024.
J N Newton
Director
P Scott-Bayfield
Director
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Consolidated Statement of Changes in Equity
As at 29 February 2024
Share
capital
£’000
Share
premium
£’000
Translation
reserve
£’000
Merger
reserve
£’000
Capital
redemption
reserve
£’000
Share-
based
payment
reserve
£’000
Own
shares
held by
EBT
£’000
Retained
earnings
£’000
Total
equity
£’000
At 28 February 2022 1,020 47,319 8,127 1,803 22 9,492 (2,552 ) 103,738 168,969
Profit for the year – – – – – – – 20,244 20,244
Other comprehensive income
Exchange differences on
translating foreign operations – – 7,464 – – – – – 7,464
Total comprehensive income
for the year – – 7,464 – – – – 20,244 27,708
Transactions with owners
Dividends to equity holders of
the Company – – – – – – – (8,752 ) (8,752 )
Purchase of shares by the
Employee Benefit Trust – – – – – – (1,669 ) – (1,669 )
Share options exercised – – – – – – 2,539 (2,273 ) 266
Deferred tax on share-based
payment transactions – – – – – – – 81 81
Share-based payment
transactions – – – – – 1,235 – – 1,235
Total transactions with
owners of the Company – – – – – 1,235 870 (10,944 ) (8,839 )
At 28 February 2023 1,020 47,319 15,591 1,803 22 10,727 (1,682 ) 113,038 187,838
Profit for the year – – – – – – – 32,295 32,295
Other comprehensive income
Exchange differences on
translating foreign operations – – (4,677 ) – – – – – (4,677 )
Remeasurements on the defined
benefit pension scheme – – – – – – – 17 17
Total comprehensive income
for the year – – (4,677 ) – – – – 32,312 27,635
Transactions with owners
Dividends to equity holders of
the Company – – – – – – – (11,348 ) (11,348 )
Purchase of shares by the
Employee Benefit Trust – – – – – – (2,814 ) – (2,814 )
Share options exercised – – – – – – 3,732 (3,321 ) 411
Share options cancelled – – – – – – – (636 ) (636 )
Deferred tax on share-based
payment transactions – – – – – – – (205 ) (205 )
Share-based payment
transactions – – – – – 1,013 – 557 1,570
Total transactions with
owners of the Company – – – – – 1,013 918 (14,953 ) (13,022 )
At 29 February 2024
The accompanying notes form part of these financial statements.
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Consolidated Statement of Cash Flows
For the year ended 29 February 2024
Notes
Year ended
29 February
2024
£’000
Year ended
28 February
2023
£’000
Cash flows from operating activities
Profit for the year 32,295 20,244
Adjustments for:
Depreciation of property, plant and equipment 13 852 659
Depreciation of right-of-use assets 14 2,052 2,114
Amortisation of other intangible assets 11 10,434 9,687
Loss on disposal on property, plant and equipment 157 13
Loss on disposal on other intangible assets 169 107
Finance income 6 (1,300 ) (270 )
Finance costs 6 408 458
Share of loss of joint venture 12 46 228
Share-based payment charges 22 1,807 1,601
Tax expense 7 9,200 5,171
Decrease/(increase) in inventories 4,927 (7,557 )
(Increase) in trade and other receivables (54,383 ) (3,226 )
Increase in trade and other liabilities 43,881 4,033
Cash generated from operating activities 50,545 33,262
Income taxes paid (12,929 ) (6,640 )
Net cash generated from operating activities 37,616 26,622
Cash flows from investing activities
Purchase of property, plant and equipment (737 ) (818 )
Purchase of intangible assets (5,097 ) (5,165 )
Purchase of business, net of cash acquired – (72 )
Purchase of rights to assets – (633 )
Purchase of share in a joint venture (46 ) (183 )
Interest received 1,266 253
Net cash used in investing activities (4,614 ) (6,618 )
Cash flows from financing activities
Equity dividends paid 19 (11,348 ) (8,752 )
Purchase of shares by the Employee Benefit Trust 19 (2,814 ) (1,669 )
Proceeds from exercise of share options 19 411 266
Cancellation of share options 19 (636 ) –
Repayment of lease liabilities 19 (2,219 ) (2,226 )
Lease liabilities interest paid 19 (325 ) (390 )
Net cash used in financing activities 19 (16,931 ) (12,771 )
Net increase in cash and cash equivalents 16,071 7,233
Cash and cash equivalents at beginning of year 51,540 41,226
Exchange (loss)/gain on cash and cash equivalents (1,861 ) 3,081
Cash and cash equivalents at end of year
The accompanying notes form part of these financial statements.
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1. General Information
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a) Application of new and amended standards and interpretations
The following amendments and interpretations were introduced to accounting standards relevant to the Group during the year ended 29
February 2024. The table below summarises the impact of these changes to the Group:
Accounting standard Impact on financial statements
Amendments to IAS 1 “Presentation of Financial Statements”, IFRS
Practice Statement 2 “Making Materiality Judgements”
We adopted Amendments to IAS 1 and IFRS Practice Statement 2,
requiring companies to disclose their material accounting policies
rather than their significant accounting policies. The amendments do
not have a material impact on the Group.
Other standards A number of other new amendments to standards and interpretations
are effective for annual periods beginning after 1 January 2023.
The amendments have not had a material impact on the Group.
Additional disclosure has been provided where relevant.
The Group has not early adopted the following new and revised accounting standards, interpretations or amendments issued by the
International Accounting Standards Board that are currently endorsed by the UK Endorsement Board but not yet effective:
Accounting standard Impact on financial statements
Amendments to IAS 1 “Classification of liabilities as current or
non-current”
The Group is currently assessing the impact of these changes
but they do not expect the application of these standards and
amendments will have a material impact on the Group’s consolidated
financial statements.
Amendments to IAS 1 “Non-current liabilities with covenants”;
Amendments to IFRS 16 “Lease liability in a sale and leaseback”;
Amendments to IAS 7 and IFRS 7 “Supplier finance arrangements”;
and
Amendments to IAS 21 “Lack of exchangeability” (not yet endorsed).
Notes to the Financial Statements
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2. Material accounting policies continued
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2. Material accounting policies continued
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k) Royalty advances to authors
Advances of royalties to authors are included within current trade and other receivables when the advance is paid less any provision
required to adjust the advance to its net realisable value. The royalty advance is expensed at the contracted royalty rate as the related
revenues are earned. A provision is made against gross advances (paid and payable) to the extent that they are not expected to be fully
earned from anticipated future sales of a title and subsidiary rights receivable.
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Notes to the Financial Statements
2. Material accounting policies continued
o) Employee benefit trust
The Company operates an employee benefit trust and has de facto control of shares held by the trust and bears their benefits and risks.
The Group considers the trust to be substantially under its control and so consolidates the financial information of the trust as stated in note
2b. The Group records the assets and liabilities of the trust as its own and shares held by the trust are recorded at cost as a deduction from
Shareholders’ equity. Finance costs and administrative expenses are charged as they accrue.
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r) Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including reasonable
expectations of future events. The resultant estimates will, by definition, not necessarily equal the related actual results and may require
adjustment in subsequent accounting periods.
The estimates and assumptions that may cause a material adjustment to the carrying amount of assets and liabilities in the next financial
year are:
i. Book returns
The level of sales returns liability is set out in note 18.
Printed books are normally sold on a sale-or-return basis. The timing of returns of unsold books is uncertain. A provision is made against
sales for the expected future returns of books that have not occurred by the end of an accounting period. The sales returns liability
represents 7.2% of annual gross title sales (2023: 7.7%).
This is an estimate as it requires management to estimate the level of expected future returns. As books are returnable by customers, the
Group makes a provision against books sold in the accounting period which is then carried forward in anticipation of book returns received
subsequent to the period end. The provision is recorded by sub-division and is based on the estimated time lag following a sale before a
return is made, based on the historic returns data. The provision is calculated by reference to historical returns rates, customer trends and
expected future returns.
If these estimates do not reflect actual returns in future periods, then revenues could be understated or overstated for a particular period. In
note 18 we have disclosed the impact on revenue of a 10% increase or decrease in actual returns in the year. Management has determined
that reasonable possible changes in the next financial year relating to the future returns rate on bestsellers in the US market could impact
profit before taxation, ranging from an increase in profit of £2.2 million to a decrease in profit of £1.5 million.
ii. Author advances
Trade and other receivables in the Group Statement of Financial Position, in note 17, include royalty advances (i.e. net unearned advances
to authors). A provision is made against gross advances (paid and payable) to the extent that they are not expected to be fully earned from
anticipated future sales of a title and subsidiary rights receivable.
This is an estimate as it requires management to estimate the future sales of a title. The Directors review all royalty advances for triggers
indicating that a provision may be required and additionally at the end of each financial year a review is carried out on advances for all
published titles where the initial publication date is 12 months or earlier from the reporting period end date to assess if a provision is
required.
If it is unlikely that royalties from future title sales and subsidiary rights will fully earn down the advance, a provision is made in the income
statement on a title-by-title basis, with regard to historical net sales, expected future net sales and taking account of the life cycle of a book,
for the difference between the carrying value and the anticipated recoverable amount from future earnings.
In note 4, we have disclosed the provision made against advances in the year.
iii. Impairment reviews
The carrying value of goodwill arising on the acquisition of companies (or groups of companies) by the Group is set out in note 10. The
carrying value of the Company’s Investment in subsidiary companies is set out in note 35.
This is an estimate as it requires an estimation of future cash flows relating to each CGU or investment. IFRS require management to
undertake an annual test for impairment of indefinite life assets and, for finite life assets, to test for impairment if events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. The Group currently undertakes an annual impairment
test covering goodwill and other indefinite life assets and also reviews finite life assets to consider whether a full impairment review is
required. The Company tests the recoverability of investments annually.
Intangible assets and investment recoverability is an area involving management judgement, requiring assessment as to whether the
carrying value of assets can be supported by the net present value of future cash flows derived from such assets using cash flow projections
which have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions
are required to be made. Note 10 details the assumptions used and sensitivities analysis performed on the value in use calculations for
goodwill. The key assumptions used in the cash flow projections for Investments are discount rates, long term growth rates, revenue growth
rates and forecast operating profits.
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Company Statement of Financial Position
As at 29 February 2024
Company Number 1984336
Notes
29 February
2024
£’000
28 February
2023
£’000
Assets
Intangible assets 32 7,053 7,649
Property, plant and equipment 33 1,711 1,858
Right-of-use assets 34 6,355 7,156
Investments in subsidiary companies 35 114,808 105,402
Other investments 36 – –
Deferred tax assets 37 1,209 1,415
Total non-current assets 131,136 123,480
Inventories 38 9,040 12,190
Trade and other receivables 39 83,867 76,180
Cash and cash equivalents 18,983 17,195
Total current assets 111,890 105,565
Total assets 243,026 229,045
Liabilities
Provisions 42 491 288
Lease liabilities 46 6,131 7,326
Total non-current liabilities 6,622 7,614
Trade and other liabilities 40 132,487 113,647
Provisions 42 197 150
Lease liabilities 46 1,349 1,021
Current tax liabilities – –
Total current liabilities 134,033 114,818
Total liabilities 140,655 122,432
Net assets 102,371 106,613
Equity
Share capital 43 1,020 1,020
Share premium 43 47,319 47,319
Other reserves 43 13,565 12,552
Retained earnings 43 40,467 45,722
Total equity attributable to owners of the Company
102,371 106,613
The Company’s profit for the year was £5,966,000 (2023: £4,490,000). The accompanying notes form part of these financial statements.
The Company financial statements were approved by the Board of Directors and authorised for issue on 22 May 2024.
J N Newton
Director
P Scott-Bayfield
Director
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Company Statement of Changes in Equity
For the year ended 29 February 2024
Share
capital
£’000
Share
premium
£’000
Merger
reserve
£’000
Capital
redemption
reserve
£’000
Share–
based
payment
reserve
£’000
Retained
earnings
£’000
Total
£’000
At 28 February 2022 1,020 47,319 1,803 22 9,492 49,637 109,293
Profit for the year and total
comprehensive income for the year – – – – – 4,490 4,490
Transactions with owners
Dividends to equity holders of the
Company – – – – – (8,752) (8,752)
Share options exercised – – – – – 266 266
Deferred tax on share-based payment
transactions – – – – – 81 81
Share-based payment transactions – – – – 1,235 – 1,235
Total transactions with owners
of the Company – – – – 1,235 (8,405) (7,170)
At 28 February 2023 1,020 47,319 1,803 22 10,727 45,722 106,613
Profit for the year and total
comprehensive income for the year – – – – – 5,966 5,966
Transactions with owners
Dividends to equity holders
of the Company – – – – – (11,348) (11,348)
Share options exercised – – – – – 411 411
Share options cancelled – – – – – (636) (636)
Deferred tax on share-based payment
transactions – – – – – (205) (205)
Share-based payment transactions – – – – 1,013 557 1,570
Total transactions with owners
of the Company – – – – 1,013 (11,221) (10,208)
At 29 February 2024 1,020 47,319 1,803 22 11,740 40,467 102,371
The accompanying notes form part of these financial statements.
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Company Statement of Cash Flows
For the year ended 29 February 2024
Notes
Year ended
29 February
2024
£’000
Year ended
28 February
2023
£’000
Cash flows from operating activities
Profit for the year 5,966 4,490
Adjustments for:
Depreciation of property, plant and equipment 33 601 465
Depreciation of right-of-use assets 34 1,004 1,002
Amortisation of intangible assets 32 2,250 2,238
Reversal of investment impairment 35 (9,406) –
Loss on disposal on property, plant and equipment 73 12
Loss on disposal on intangibles 151 –
Finance income (265) (131)
Finance costs 925 744
Share of loss of joint venture 36 46 228
Share-based payment charges 887 692
Tax (credit)/expense (97) 986
2,135 10,726
Decrease/ (increase) in inventories 3,150 (1,654)
(Increase) in trade and other receivables (3,233) (8)
Increase in trade and other liabilities 18,365 7,255
Cash generated from operations 20,417 16,319
Income taxes paid (3,543) (3,260)
Net cash generated from operating activities 16,874 13,059
Cash flows from investing activities
Purchase of property, plant and equipment (526) (499)
Purchase of rights to assets – (633)
Purchase of share in a joint venture (46) (183)
Purchase of intangible assets (1,804) (1,920)
Interest received 170 47
Net cash used in investing activities (2,206) (3,188)
Cash flows from financing activities
Equity dividends paid 41 (11,348) (8,752)
Proceeds from exercise of share options 41 411 266
Cancellation of share options 41 (636) –
Repayment of lease liabilities 41 (1,071) (1,036)
Lease liabilities interest paid 41 (236) (268)
Net cash used in financing activities 41 (12,880) (9,790)
Net increase/(decrease) in cash and cash equivalents 1,788 81
Cash and cash equivalents at beginning of year 17,195 17,114
Cash and cash equivalents at end of year
18,983 17,195
The accompanying notes form part of these financial statements.
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Notes to the Company Financial Statements
30. General Information
a) Reporting entity
Bloomsbury Publishing Plc (the “Company”) is a company domiciled in the United Kingdom. The address of the Company’s registered office
can be found on page 212. The Company is primarily involved in the publication of books and other related services.
b) Basis of preparation
The Company financial statements have been prepared and approved by the Directors in accordance with UK-adopted international
accounting standards (“IFRS”) and the requirements of the Companies Act 2006. The financial statements have been prepared under the
historical cost convention modified by the revaluation of financial assets and liabilities at fair value.
The financial statements have been prepared on the going concern basis as the Directors have a reasonable expectation that the Company
has adequate resources to continue in operational existence at least until May 2025, being the period of the detailed going concern
assessment reviewed by the Board.
The Company material accounting policies are consistent with the Group policies set out in note 2 to the consolidated financial statements.
Key additional policies are stated below.
c) Parent Company result
The Company has taken advantage of the exemption available under Section 408 of the Companies Act 2006 not to present the Company
income statement or statement of comprehensive income. The Company’s profit for the year was £5,966,000 (2023: £4,490,000).
d) Use of estimates and judgements
The preparation of the Company financial statements requires management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these
estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in
which the estimate is revised and in any future years affected. Critical judgements and areas where the use of estimates is significant are
disclosed in note 2r for the Group and are applicable to the Company.
31. Material accounting policies
a) Application of new and amended standards and interpretations
The following amendments and interpretations were introduced to accounting standards relevant to the Company during the year ended
29 February 2024. The table below summarises the impact of these changes to the Company:
Accounting standard Impact on financial statements
Amendments to IAS 1 “Presentation of Financial Statements”, IFRS
Practice Statement 2 “Making Materiality Judgements”
We adopted Amendments to IAS 1 and IFRS Practice Statement 2,
requiring companies to disclose their material accounting policies
rather than their significant accounting policies. The amendments do
not have a material impact on the Group.
Other standards A number of other new amendments to standards and interpretations
are effective for annual periods beginning after 1 January 2023.
The amendments have not had a material impact on the Group.
Additional disclosure has been provided where relevant.
The Company has not early adopted the following new and revised accounting standards, interpretations or amendments issued by the
International Accounting Standards Board that are currently endorsed by the UK Endorsement Board but not yet effective:
Accounting standard Impact on financial statements
Amendments to IAS 1 “Classification of liabilities as current or non-
current”
The Group is currently assessing the impact of these changes
but they do not expect the application of these standards and
amendments will have a material impact on the Group’s consolidated
financial statements.
Amendments to IAS 1 “Non-current liabilities with covenants”;
Amendments to IFRS 16 “Lease liability in a sale and leaseback”;
Amendments to IAS 7 and IFRS 7 “Supplier finance arrangements”;
and
Amendments to IAS 21 “Lack of exchangeability” (not yet endorsed).
Stock code: BMY
Annual Report and Accounts 2024
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Financials
Notes to the Company Financial Statements
31. Material accounting policies continued
b) Investment in subsidiaries
Investments in subsidiaries are recorded at cost less accumulated impairment in the statement of financial position. Investments are
reviewed at each reporting date to assess whether there are any indicators of impairment. Any impairment losses are recognised in the
income statement in the year they occur.
c) Employee benefit trust
The Company operates an employee benefit trust. In accordance with the Trust Deed, the Trustees of the EBT have the power to exercise
all voting rights in relation to any investment (including shares) held within that trust. The Trust is accounted for as a separate entity and
therefore is only accounted for in the consolidated financial statements and not included in the Company financial statements.
d) Share-based payments
The Company issues equity-settled share-based payment instruments to certain employees of the Group. Equity-settled share-based
payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of equity-settled share-
based payments is charged to the income statement on a straight-line basis over the vesting period, based on the Group’s estimate of the
shares that will eventually vest.
Options granted under the Sharesave Plan are equity-settled. The fair values of such options have been calculated using the Black–Scholes
model based on publicly available market data.
Awards granted under the Group’s Performance Share Plan are equity-settled. Awards granted in 2020, 2021 and 2022 are subject to the
following performance conditions: Earnings Per Share (60%), Non-Consumer operating profit (15%), Consumer operating profit (15%) and
BDR revenue (10%). Awards granted in 2023 are subject to the following performance conditions: Earnings Per Share (60%), Non-Consumer
operating profit (17.5%), Consumer operating profit (17.5%) and international revenue (5%). The fair value of this element of the awards is
calculated using the Black–Scholes model. Where the awards are subject to a holding period, wehave used the Chaffe or Ghaidarov model
to determine a discount for lack of marketability.
The Company recharges a share of the share-based payment charge to subsidiaries. This recharge is made via intercompanytransactions.
32. Intangible assets
Publishing
rights
£’000
Imprint
£’000
Trademarks
£’000
Systems
development
£’000
Product
development
£’000
Assets under
construction
£’000
Total
£’000
Cost
At 28 February 2022 5,622 – 143 10,056 1,252 14 17,087
Additions 415 83 41 1,005 749 126 2,419
Disposals – – – – (77) – (77)
At 28 February 2023 6,037 83 184 11,061 1,924 140 19,429
Transfers – – – – 197 (197) –
Additions – – 198 686 601 320 1,805
Disposals – – – (5,017) – – (5,017)
At 29 February 2024 6,037 83 382 6,730 2,722 263 16,217
Amortisation
At 28 February 2022 1,266 – 49 7,715 589 – 9,619
Disposals – – – – (77) – (77)
Charge for the year 682 – 23 1,096 437 – 2,238
At 28 February 2023 1,948 – 72 8,811 949 – 11,780
Disposals – – – (4,866) – – (4,866)
Charge for the year 667 – 69 935 579 – 2,250
At 29 February 2024 2,615 – 141 4,880 1,528 – 9,164
Net book value
At 29 February 2024 3,422 83 241 1,850 1,194 263 7,053
At 28 February 2023
4,089 83 112 2,250 975 140 7,649
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33. Property, plant and equipment
Short
leasehold
improvements
£’000
Furniture
and fittings
£’000
Computers
and other
office
equipment
£’000
Total
£’000
Cost
At 28 February 2022 2,758 735 2,599 6,092
Additions 21 173 305 499
Disposals – (59) (36) (95)
At 28 February 2023 2,779 849 2,868 6,496
Additions 41 21 465 527
Disposals (16) (200) (922) (1,138)
At 29 February 2024 2,804 670 2,411 5,885
Depreciation
At 28 February 2022 1,890 498 1,867 4,255
Charge for the year 108 57 300 465
Disposals – (59) (23) (82)
At 28 February 2023 1,998 496 2,144 4,638
Charge for the year 290 44 267 601
Disposals (13) (179) (873) (1,065)
At 29 February 2024 2,275 361 1,538 4,174
Net book value
At 29 February 2024 529 309 873 1,711
At 28 February 2023
781 353 724 1,858
The depreciation charge of £601,000 (2023: £465,000) was included in administrative expenses.
34. Right-of-use assets
Property
£’000
Cars
£’000
Equipment
£’000
Total
£’000
Cost
At 28 February 2022 10,765 184 44 10,993
Additions 66 39 – 105
Disposals – (84) – (84)
At 28 February 2023 10,831 139 44 11,014
Additions 32 172 – 204
Disposals – (86) – (86)
At 29 February 2024 10,863 225 44 11,132
Depreciation
At 28 February 2022 2,771 153 16 2,940
Charge for the year 959 29 14 1,002
Disposals – (84) – (84)
At 28 February 2023 3,730 98 30 3,858
Charge for the year 951 40 14 1,005
Disposals – (86) – (86)
At 29 February 2024 4,681 52 44 4,777
Net book value
At 29 February 2024 6,182 173 – 6,355
At 28 February 2023
7,101 41 14 7,156
Stock code: BMY
Annual Report and Accounts 2024
201
Financials
Notes to the Company Financial Statements
35. Investment in subsidiary companies
£’000
Cost
At 28 February 2023 and 29 February 2024 118,148
Impairment
At 28 February 2023 12,746
Impairment reversal (9,406)
At 29 February 2024 3,340
Net book value
At 29 February 2024 114,808
At 28 February 2023
105,402
The impairment reversal relates to Bloomsbury Publishing Inc. Information on subsidiary companies is disclosed in note 28.
36. Other investments
29 February
2024
£’000
28 February
2023
£’000
Joint venture – –
Total
– –
The amounts recognised in the Income Statement are as follows:
Year ended
29 February
2024
£’000
Year ended
28 February
2023
£’000
Joint venture loss (46) (228)
Total
(46) (228)
37. Deferred tax assets and liabilities
Deferred tax is calculated in full on temporary differences using the tax rate appropriate to the jurisdiction in which the asset or liability
arises and the tax rates that are expected to apply in the periods in which the asset or liability is settled.
Movement in temporary differences during the year:
Property,
plant
and
equipment
£’000
Retirement
benefit
obligation
£’000
Share–based
payments
£’000
Provisions
£’000
Total
£’000
At 28 February 2022 (244) 47 954 384 1,141
Credit/(charge) to the income statement 194 29 (90) 60 193
Credit to equity – – 81 – 81
At 28 February 2023 (50) 76 945 444 1,415
Credit/(charge) to the income statement (66) 33 61 (29) (1)
Charge to equity – – (205) – (205)
At 29 February 2024 (116) 109 801 415 1,209
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The analysis for financial reporting purposes is as follows:
29 February
2024
£’000
28 February
2023
£’000
Deferred tax assets 1,209 1,415
Deferred tax liabilities – –
Total
1,209 1,415
Deferred tax is not provided on unremitted earnings of subsidiaries where the Company controls the timing of remittance and it is probable
that the temporary difference will not reverse in the foreseeable future.
38. Inventories
29 February
2024
£’000
28 February
2023
£’000
Work in progress 1,756 806
Finished goods for resale 7,284 11,384
Total
9,040 12,190
The cost of inventories recognised as cost of sales amounted to £24,328,000 (2023: £25,944,000).
The provision and write down of inventories to net realisable value recognised in cost of sales amounted to £3,327,000 (2023: £4,199,000).
39. Trade and other receivables
29 February
2024
£’000
28 February
2023
£’000
Current
Gross trade receivables 44,416 39,153
Less: loss allowance (1,905) (1,871)
Net trade receivables 42,511 37,282
Amounts owed by Group undertakings 10,707 13,445
Income tax recoverable 5,105 1,464
Other receivables 3,009 3,386
Prepayments 2,275 1,554
Contract assets 2,659 3,252
Royalty advances 17,601 15,797
Total trade and other receivables
83,867 76,180
A provision is held against gross advances payable in respect of published title advances, which may not be fully earned down by
anticipated future sales. As at 29 February 2024, £4,132,000 (2023: £3,488,000) of royalty advances relate to titles expected to be published in
more than 12 months’ time.
Other receivables principally comprises VAT recoverable.
The Directors consider that the carrying amount of trade and other receivables approximates to their fair values. The Company’s exposure
to credit and currency risks is disclosed in note 45. Trade receivables principally comprise amounts receivable from the sale of books due
from distributors. The average number of days’ credit taken for sales of books by the Company was 161 days (2023: 149 days).
Stock code: BMY
Annual Report and Accounts 2024
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Financials
Notes to the Company Financial Statements
39. Trade and other receivables continued
Movements on the Company’s loss allowance for trade receivables are as follows:
29 February
2024
£’000
28 February
2023
£’000
At start of year 1,871 2,428
Amounts created 735 420
Amounts released (490) (590)
Amounts utilised (211) (387)
At end of year
1,905 1,871
40. Trade and other liabilities
29 February
2024
£’000
28 February
2023
£’000
Current
Trade payables 12,522 9,714
Sales returns liability 5,082 4,906
Amounts owed to Group undertakings 81,689 73,131
Taxation and social security 1,120 1,421
Other payables 2,909 3,005
Accruals and contract liabilities 29,165 21,470
Total current trade and other liabilities 132,487 113,647
Total trade and other liabilities
132,487 113,647
Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs. Other payables principally comprises sub
rights payable to authors.
If actual returns were 10% higher or lower in the year revenue would have been £0.7 million lower/higher (2023: £0.7 million).
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Financials
41. Loans and borrowings
Reconciliation of movements of liabilities to cash flows arising from financing activities:
Liability Equity
Lease
liability
£’000
Bank
overdrafts
used for cash
management
purposes
£’000
Share
capital/share
premium
£’000
Other
reserves
£’000s
Retained
earnings
£’000
Total
£’000
Balance at 28 February 2023 8,347 – 48,339 12,552 45,722 114,960
Changes from financing cash flows
Equity dividends paid – – – – (11,348) (11,348)
Proceeds from exercise of share options – – – – 411 411
Cancellation of share options – – – – (636) (636)
Repayment of lease liability (1,071) – – – – (1,071)
Interest paid (236) – – – – (236)
Total changes from financing cash flows
(1,307) – – – (11,573) (12,880)
Other changes
Liability-related
Right-of-use asset additions 204 – – – – 204
Interest expense 236 – – – – 236
Total liability-related other changes 440 – – – – 440
Total equity-related other changes – – – 1,013 6,318 7,331
Balance at 29 February 2024 7,480 – 48,339 13,565 40,467 109,851
Liability Equity
Lease
liability
£’000
Bank
overdrafts
used for cash
management
purposes
£’000
Share
capital/share
premium
£’000
Other
reserves
£’000s
Retained
earnings
£’000
Total
£’000
Balance at 28 February 2022 9,278 – 48,339 11,317 49,637 118,571
Changes from financing cash flows
Equity dividends paid – – – – (8,752) (8,752)
Proceeds from exercise of share options – – – – 266 266
Repayment of lease liability (1,036) – – – – (1,036)
Interest paid (268) – – – – (268)
Total changes from financing cash flows (1,304) – – – (8,486) (9,790)
Other changes
Liability-related
Right-of-use asset additions 105 – – – – 105
Interest expense 268 – – – – 268
Total liability-related other changes 373 – – – – 373
Total equity-related other changes – – – 1,235 4,571 5,806
Balance at 28 February 2023 8,347 – 48,339 12,552 45,722 114,960
Stock code: BMY
Annual Report and Accounts 2024
205
Financials
Notes to the Company Financial Statements
42. Provisions
Author
advance
£’000
Property
£’000
Total
£’000
At 28 February 2023 150 288 438
Created in the year 122 203 325
Utilised in the year (75) – (75)
At 29 February 2024 197 491 688
Non-current – 491 491
Current
197 – 197
The property provision is in respect of dilapidations for the Bedford Square head office. The author advance provision is a provision against
future cash outflows on published titles where the Group does not expect to fully recover the advance.
43. Share capital and other reserves
For details of share capital, share premium, merger reserve, capital redemption reserve, share-based payment reserve and retained
earnings, see note 21 and the Company statement of changes in equity attributable to the owners of the Company. For details of the
Company profit for the year, see note 30c.
For details of dividends, see note 8.
As at 29 February 2024, the Company had distributable reserves of £40.5 million. The total external dividends relating to the year ended 29
February 2024 amounted to £12.0 million.
44. Share-based payments
Options over shares of the Company have been granted to employees of the Company and Group under various schemes. The full share-
based payment disclosures can be found in note 22.
The total share-based payment charge to the income statement for the year was:
29 February
2024
£’000
28 February
2023
£’000
Equity-settled share-based transactions 1,570 1,235
Cash-settled share-based transactions 237 366
Total
1,807 1,601
£920,000 (2023: £909,000) of this amount was recharged to subsidiaries of the Company.
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45. Financial instruments and risk management
Full disclosures relating to the Group’s financial risk management strategies and other financial assets and liabilities are given in note 24 to
the consolidated financial statements.
Categories of financial instruments
Notes
29 February
2024
£’000
28 February
2023
£’000
Investments available for sale
Joint venture 36 – –
Total investments available for sale 36 – –
Loans and receivables
Cash and cash equivalents 18,983 17,195
Amounts owed by Group undertakings 39 10,707 13,445
Trade receivables 39 42,511 37,282
Contract assets 39 2,659 3,252
Total loans and receivables 74,860 71,174
Financial liabilities measured at amortised cost
Trade payables 40 12,522 9,714
Sales returns liability 40 5,082 4,906
Accruals 27,270 20,577
Other payables 4,029 4,426
Amounts owed to Group undertakings 40 81,689 73,131
Lease liabilities 46 7,480 8,347
Total financial liabilities measured at amortised cost 138,072 121,101
Net financial instruments
(63,212) (49,927)
a) Market risk
i. Interest rate risk
Interest rate profile of financial assets:
29 February
2024
£’000
28 February
2023
£’000
Variable rate financial assets
18,983 17,195
The Company derived the following sensitivities to assess the impact of changes in interest rates, based on the effect of the market volatility
in the current climate and the previous 12 months. The analysis assumes all other variables remain constant.
29 February
2024
£’000
28 February
2023
£’000
Impact on profit and equity
1% increase in base rate of interest (2023: 1%) 147 139
0.5% decrease in base rate of interest (2023: 0.5%)
(73) (69)
Stock code: BMY
Annual Report and Accounts 2024
207
Financials
Notes to the Company Financial Statements
45. Financial instruments and risk management continued
ii. Currency risk
The Company’s exposure to foreign currency risk was as follows based on notional amounts:
Loan and receivables Financial liabilities
29 February
2024
£’000
28 February
2023
£’000
29 February
2024
£’000
28 February
2023
£’000
GBP 73,455 69,374 137,326 120,355
USD 783 688 71 71
EURO 615 1,050 675 675
AUD 7 62 – –
Total
74,860 71,174 138,072 121,101
The Company derived the following sensitivities based on the outstanding foreign currency denominated financial assets and liabilities at
the year end.
The use of a 10% sensitivity rate has been determined based on the effect of the market volatility in exchange rates between the current
and previous year end, and represents management’s assessment of the reasonably possible change in foreign exchange rates. A positive
number below indicates an increase in profit or loss and equity.
29 February
2024
£’000
28 February
2023
£’000
Impact on profit or loss
10% weakening in US dollar against pound sterling (2023: 10%) (65) (57)
10% strengthening in US dollar against pound sterling (2023: 10%) 65 57
10% weakening in euro against pound sterling (2023: 10%) 5 (34)
10% strengthening in euro against pound sterling (2023: 10%) (5) 34
10% weakening in AUS dollar against pound sterling (2023: 10%) (1) (6)
10% strengthening in AUS dollar against pound sterling (2023: 10%)
1 6
b) Credit risk
The Company has a significant concentration of credit risk due to its use of third-party distributors. Credit limits for the final customers are
set by the distributors based on a combination of payment history and third-party credit references. Credit limits are reviewed on a regular
basis in conjunction with debt ageing and collection history. The distributors belong to established international groups whose business
includes a number of publishing interests and clients. The Company’s risk is limited as significant amounts outstanding through the UK
distributors are secured by credit insurance. The balances with the distributors make up 92% (2023: 93%) of the gross trade receivable
balance.
c) Liquidity risk
Currently, the Company has limited borrowing and has sufficient cash deposits to meet its debts as they fall due. The Board has modelled
a severe but plausible pessimistic downside scenario; see note 1d on going concern for further details. Under this scenario the Company is
expected to have sufficient liquidity for at least 12 months from the date of approval of the financial statements.
The Company has an unsecured revolving credit facility with Lloyds Bank Plc. At 29 February 2024, the Group had £nil draw down (2023: £nil)
of this facility with £20.0 million of undrawn borrowing facilities (2023: £10.0 million) available.
The facility comprises a committed revolving credit facility of £20 million, and an uncommitted incremental term loan facility of up to
£20 million. The facilities are subject to two covenants, being a maximum net debt to EBITDA ratio of 2.5x and a minimum interest cover
covenant of 4x. The agreement is to November 2026.
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Financials
46. Leases
The Company’s lease portfolio consists of office properties, cars and equipment.
The maturities of the Group’s lease liabilities are as follows:
29 February
2024
£’000
28 February
2023
£’000
Less than one year 1,301 1,279
One to five years 5,005 4,999
More than five years 1,635 3,067
Total undiscounted lease liabilities 7,941 9,345
Lease liabilities included in the Company Statement of Financial Position 7,480 8,347
Current 1,349 1,021
Non-current
6,131 7,326
47. Commitments and contingent liabilities
a) Capital commitments
29 February
2024
£’000
28 February
2023
£’000
Property, plant and equipment 5 –
Intangible assets 362 485
Total
367 485
b) Other commitments
The Company is committed to paying royalty advances in subsequent financial years. At 29 February 2024, this commitment amounted to
£16,745,000 (2023: £15,073,000).
c) Guarantees
The Company and certain of its subsidiaries have guarantees to Lloyds Bank Plc in place relating to the Group’s borrowing facilities; see
note 45c.
The Company has guaranteed the liabilities of certain of its UK subsidiaries, being those listed in note 28, to enable them to take the audit
exemption under Section 479A of the Companies Act 2006.
48. Related parties
Trading transactions
During the year the Company entered into the following transactions and had the following balances with its subsidiaries:
29 February
2024
£’000
28 February
2023
£’000
Sale of goods to subsidiaries 11,824 13,864
Management recharges 16,029 12,913
Commission receivable from subsidiaries 6 2
Commission payable to subsidiaries 325 273
Finance income from subsidiaries 95 84
Finance costs to subsidiaries 640 427
Amounts owed by subsidiaries at year end 10,707 13,445
Amounts owed to subsidiaries at year end
81,689 73,131
All amounts outstanding are unsecured and will be settled in cash. A £0.5 million provision has been made for doubtful debts in respect of
the amounts owed by subsidiaries (2023: £0.5 million).
Key management remuneration is disclosed in note 5.
Stock code: BMY
Annual Report and Accounts 2024
209
Financials
ADDITIONAL
INFORMATION
Five Year Financial Summary 211
Company Information 212
Legal Notice 213
Notice of the Annual General Meeting 214
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210
Bloomsbury Publishing Plc
Additional Information
Five Year Financial Summary
2020
£’000
2021
£’000
2022
£’000
2023
£’000
2024
£’000
Revenue 162,772 185,136 230,110 264,102 342,651
Adjusted profit
†
15,704 19,153 26,731 31,098 48,748
Adjusted diluted EPS
‡
. 16.23p 18.68p 25.94p 30.56p 46.62p
Dividend per share
^
1.28p 18.64p 10.74p 11.75p 14.69p
Return on Capital Employed 12.2% 15.4% 20.4% 20.4% 33.1%
Net assets 149,673 168,249 168,969 187,838 202,451
Net cash*
31,345 54,466 41,226 51,540 65,750
† Adjusted profit is profit before taxation, amortisation of acquired intangible assets and other highlighted items.
‡ Adjusted diluted EPS is calculated from adjusted profit with tax on adjusted profit deducted. For the year ended 28 February 2020 and before adjusted
diluted EPS has been restated for the bonus issue of shares in 2021.
^ The dividend per share for the year ended 28 February 2021 includes a special dividend of 9.78 pence per share.
* Net cash is cash and cash equivalents net of the bank overdraft.
Stock code: BMY
Annual Report and Accounts 2024
211
Additional Information
Company Information
Chairman Sir Richard Lambert – Non-Executive Chairman
Executive Directors Nigel Newton – Founder and Chief Executive
Penny Scott-Bayfield – Group Finance Director
Independent Non-Executive Directors Leslie-Ann Reed – Senior Independent Director
Baroness Lola Young of Hornsey
John Bason
Company Secretary Maya Abu-Deeb
Registered Office 50 Bedford Square
Registered number 01984336 (England and Wales)
Auditor Crowe U.K. LLP
55 Ludgate Hill
London
EC4M 7JW
Banker Lloyds Bank
25 Gresham Street
London
EC2V 7HN
Stockbroker and Financial Advisor Investec Investment Banking
30 Gresham Street
London
EC2V 7QP
Registrars Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
www.bloomsbury.com
212
Bloomsbury Publishing Plc
Additional Information
Legal Notice
Certain information in this document has not been audited or otherwise independently verified and no representation or warranty, express
or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or
opinions contained herein. None of the Company or any of its affiliates, advisors or representatives shall have any liability whatsoever (in
negligence or otherwise) for any loss whatsoever arising from any use of this document, or its contents, or otherwise arising in connection
with this document.
This document does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase any shares in
the Company, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or
commitment or investment decisions relating thereto, nor does it constitute a recommendation regarding the shares of the Company.
Certain statements, statistics and projections in this document are or may be forward looking. By their nature, forward-looking statements
involve a number of risks, uncertainties or assumptions that may or may not occur and actual results or events may differ materially from
those expressed or implied by the forward-looking statements. Accordingly, no assurance can be given that any particular expectation will
be met and reliance should not be placed on any forward-looking statement. Accordingly, forward-looking statements contained in this
document regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future.
You should not place undue reliance on forward-looking statements, which are based on the knowledge and information available only at
the date of this document’s preparation. For a description of certain factors that may affect Bloomsbury’s business, financial performance or
results of operations, please refer to the principal risks included in this Annual Report and Accounts; see pages 82 to 92.
The Company does not undertake any obligation to update or keep current the information contained in this document, including any
forward-looking statements, or to correct any inaccuracies, which may become apparent and any opinions expressed in it are subject to
change without notice.
References in this report to other reports or materials, such as a website address, have been provided to direct the reader to other sources
of Bloomsbury information which may be of interest. Neither the content of Bloomsbury’s website nor any website accessible by hyperlinks
from Bloomsbury’s website nor any additional materials contained or accessible thereon, are incorporated in, or form part of, this report.
Stock code: BMY
Annual Report and Accounts 2024
213
Additional Information
Notice of the Annual General Meeting
To be held at the
Charlotte Street Hotel,
15–17 Charlotte Street,
London
W1T 1RJ
On Tuesday 16 July 2024 at 12.00 noon
To Bloomsbury Shareholders
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If you are in any doubt as to any aspect of the contents of this document or what action you should take, you are recommended to seek
your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate
independent financial advisor authorised under the Financial Services and Markets Act 2000.
If you sell, or have sold or otherwise transferred, all of your shares in Bloomsbury Publishing Plc, please send this document together with
the accompanying documents as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom
the sale or transfer was effected for delivery to the purchaser or the transferee.
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Additional Information
Letter to Shareholders
22 May 2024
Dear Shareholder,
Bloomsbury Publishing Plc – Annual General Meeting
I am pleased to inform you that this year’s Annual General Meeting (“AGM”) of Bloomsbury Publishing Plc (the “Company”) will be held at
the Charlotte Street Hotel, 15–17 Charlotte Street, London W1T 1RJ on Tuesday 16 July 2024 at 12.00 noon.
Information regarding the AGM, including the information required by Section 311A of the Companies Act 2006, is available from
www.bloomsbury-ir.co.uk.
AGM arrangements
This year, and in line with best practice, voting shall be on a poll at the Annual General Meeting, rather than on a show of hands. Poll voting
at the meeting will be conducted using poll cards. The Board believes that voting on a poll will result in the most accurate reflection of the
views of Shareholders by ensuring that every vote is recognised, including all votes of Shareholders who are unable to attend the meeting
but who appoint a proxy for the meeting. On a poll, each Shareholder has one vote for every share held.
Communication of changes
Should the situation change such that it may become necessary to change the arrangements for this year’s AGM after the date of this letter, the
Company will provide any appropriate updates via the Regulatory News Service and its investor relations website (www.bloomsbury-ir.co.uk).
Resolutions
This document provides details of the resolutions to be voted upon at the AGM and includes the formal notice convening the AGM. Notes
will also be found in the section entitled “Explanatory Notes to the Resolutions” relating to the resolutions that Shareholders will be asked
to consider and vote on at the AGM. Resolutions 1 to 12 will be proposed as ordinary resolutions and resolutions 13 to 15 will be proposed
as special resolutions.
If Shareholders have elected to receive information from the Company in hard copy, they will have received the Annual Report and Accounts
2024 with this document. Shareholders who have not elected to receive hard-copy documents can view or download the Annual Report and
Accounts 2024 and this Notice from our website at www.bloomsbury-ir.co.uk.
This year, Sir Richard Lambert will not stand for re-election. He will be chairing the AGM until its conclusion and will stand down from the
Board at the conclusion of that meeting. As explained on page 116 of the Annual Report, and subject to his re-election at the AGM, John
Bason will become the Chairman when Sir Richard stands down. Following the selection process set out in page 117 of the Annual Report,
the Board has selected James Harding as a suitable candidate as a Non-executive Director.
James Harding is the co-founder and a Director of Tortoise Media and a distinguished figure in journalism, known for his innovative
approach to news media. Prior to establishing Tortoise Media, which focuses on in-depth news analysis, he was the Director of News and
Current Affairs at the BBC. He has also been Editor of The Times. His experience includes periods of time working in China and the US. If
elected, the Board believes that his strategic guidance, leadership experience and entrepreneurial spirit will greatly enhance its governance
and decision making capabilities and recommends him to shareholders for election to the Board.
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Additional Information
Letter to Shareholders
continued
Voting by proxy
All votes are important to us. Shareholders are strongly encouraged to participate by submitting a proxy vote in advance of the meeting
and appointing the Chair of the Meeting if they are unable to attend the AGM in person. This will ensure that their vote will be counted if,
ultimately, they (or any other proxy that otherwise might be appointed) are not able to attend the meeting in person.
Instructions can be found in the section entitled “Explanatory Notes to the Notice” to enable Shareholders to vote electronically and how
to register to do so. To register, Shareholders will need their Investor Code, which can be found on their share certificate. Shareholders may
request a paper form of proxy from our Registrar, Link Group. Proxy votes should be submitted as early as possible and, in any event, by no
later than 12.00 noon on Friday 12 July 2024 in order to count towards the vote. Submission of a proxy vote will not preclude a Shareholder
from attending and voting at the AGM in person.
If you wish to change the way we contact you to help reduce paper communications, please contact Link Group on telephone number
0371 664 0300. You may also contact them by email at shareholderenquiries@linkgroup.co.uk. Calls to 0371 numbers are charged at the
standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate.
Link Group is open between 9:00 am and 5:30 pm, Monday to Friday excluding public holidays in England and Wales.
Recommendation
The Directors consider that all the resolutions that are to be considered at the AGM are in the best interests of the Company and its
Shareholders as a whole and are most likely to promote the success of the Company for the benefit of Shareholders as a whole. The
Directors unanimously recommend that Shareholders vote in favour of all the proposed resolutions as they intend to do so in respect of
their own interests (both beneficial and non-beneficial).
Yours faithfully
Maya Abu-Deeb
Group General Counsel and Company Secretary
Bloomsbury Publishing Plc
22 May 2024
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Bloomsbury Publishing Plc
Additional Information
Notice of the Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Bloomsbury Publishing Plc (the “Company”) will be held at the
Charlotte Street Hotel, 15–17 Charlotte Street, London W1T 1RJ on Tuesday 16 July 2024 at 12.00 noon.
You will be asked to consider and vote on the resolutions below. Resolutions 1 to 12 will be proposed as ordinary resolutions and resolutions
13 to 15 will be proposed as special resolutions.
Ordinary Business
Shareholders are asked to consider and, if thought fit, to pass the following resolutions as ordinary resolutions:
1. To receive the audited accounts of the Company for the year ended 29 February 2024, together with the Report of the Directors and the
report of the Auditor thereon.
2. To approve the Annual Statement by the Chair of the Remuneration Committee and the Annual Report on Directors’ Remuneration
for the year ended 29 February 2024, as set out on pages 123 to 124 and 131 to 143, respectively, of the Company’s Annual Report and
Accounts for the year ended 29 February 2024.
3. To declare a final dividend for the year ended 29 February 2024 of 10.99 pence per Ordinary share.
4. To re-elect John Bason as a Director of the Company.
5. To re-elect Nigel Newton as a Director of the Company.
6. To re-elect Leslie-Ann Reed as a Director of the Company.
7. To re-elect Penny Scott-Bayfield as a Director of the Company.
8. To re-elect Baroness Lola Young of Hornsey as a Director of the Company.
9. To elect James Harding as a Director of the Company.
10. To reappoint Crowe U.K. LLP as Auditor of the Company to hold office until the conclusion of the next Annual General Meeting at which
financial statements for the Company are laid before the Company.
11. To authorise the Directors to determine the remuneration of the Auditor on behalf of the Company.
Special Business
Shareholders are asked to consider and, if thought fit, to pass the following resolutions of which Resolution 12 will be proposed as an
ordinary resolution and resolutions 13 to 15 will be proposed as special resolutions.
12. THAT:
a. the Directors be generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the “Act”) to
exercise all the powers of the Company to allot any shares in the Company and to grant rights to subscribe for or convert any
security into shares in the Company to such persons and on such terms as they think proper up to a maximum aggregate nominal
amount of £340,002 provided that:
i. this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this
resolution or, if earlier, 15 months from the date of the passing of this resolution, unless previously varied, revoked or renewed
by the Company in general meeting; and
ii. the Company shall be entitled to make, before the expiry of such authority, any offer or agreement which would, or might,
require shares to be allotted or rights to subscribe for, or convert, any security into shares in the Company to be granted after
the expiry of such authority and the Directors may allot any shares pursuant to such offer or agreement as if such authority had
not expired; and
iii. the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to
deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of,
any territory or any other matter; and
b. all prior authorities to allot any shares in the Company and to grant rights to subscribe for or convert any security into shares in the
Company given to the Directors by resolution of the Company be revoked but without prejudice to the allotment of any shares
already made or agreed to be made pursuant to such authorities.
13. THAT: if Resolution 12 is passed, the Directors be authorised to allot equity securities (as defined in the Companies Act 2006 (“the Act”))
for cash under the authority given by that resolution and/or to sell Ordinary shares held by the Company as treasury shares for cash as if
Section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:
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Additional Information
Notice of the Annual General Meeting
continued
a. to the allotment of equity securities in connection with a rights issue, open offer or other pre-emptive offer in favour of holders of
Ordinary shares in the Company where the equity securities respectively attributable to the interests of all such holders of Ordinary
shares are proportionate (as nearly as may be) to the respective numbers of and/or rights attaching to Ordinary shares held by
them, subject to such exceptions, exclusions or other arrangements as the Directors may deem necessary or expedient to deal with
fractional entitlements or legal or practical problems under the laws of any territory or the requirements of any regulatory body or
any stock exchange or otherwise in any territory;
b. to the allotment of equity securities pursuant to the terms of the Company’s existing employees’ share or share option schemes or
any other employees’ share scheme approved by the Shareholders of the Company in general meeting; and
c. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a. and b. above) up to a nominal
value not exceeding in aggregate £102,010;
and shall expire at the conclusion of the next Annual General Meeting of the Company after passing this resolution or, if earlier, 15
months from the date of the passing of this resolution, unless previously varied, revoked or renewed by the Company in general
meeting, and provided that the Company may, before such expiry, make any offer or agreement which would, or might, require equity
securities to be allotted or Ordinary shares held by the Company as treasury shares to be sold after such expiry and the Directors may
allot equity securities or sell treasury shares pursuant to any such offer or agreement as if the power hereby conferred had not expired;
and all prior powers granted under Section 571 of the Act revoked, provided that such revocation shall not have retrospective effect.
14. THAT: if Resolution 12 is passed, the Directors be authorised, in addition to any authority granted under Resolution 13, to allot equity
securities (as defined in the Companies Act 2006 (“the Act”) for cash under the authority given by Resolution 12 and/or to sell Ordinary
shares held by the Company as treasury shares for cash, as if Section 561 of the Act did not apply to any such allotment or sale, such
further authority to be:
a. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £102,010; and
b. used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a
transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement
of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice;
and shall expire at the conclusion of the next Annual General Meeting of the Company after passing this resolution or, if earlier, 15
months from the date of passing of this resolution, unless previously varied, revoked or renewed by the Company in general meeting,
and provided that the Company may, before such expiry, make any offer or agreement which would or might require equity securities
to be allotted or Ordinary shares held by the Company as treasury shares to be sold after such expiry and the Directors may allot equity
securities or sell treasury shares pursuant to any such offer or agreement as if the power hereby conferred had not expired; and all prior
powers granted under Section 571 of the Act revoked, provided that such revocation shall not have retrospective effect.
15. THAT: the Company be authorised, pursuant to Section 701 of the Companies Act 2006 (“the Act”), to make market purchases (as
defined in Section 693(4) of the Act) of any of its Ordinary shares of 1.25p each (“Ordinary shares”) in such manner and on such terms as
the Directors may from time to time determine provided that:
a. the maximum number of Ordinary shares authorised to be purchased is 8,160,867 Ordinary shares being 10% of the issued Ordinary
shares of the Company at the date of the notice of this resolution;
b. the maximum price (exclusive of expenses) which may be paid for each Ordinary share is an amount equal to 105% of the average
of the middle market quotations for an Ordinary share taken from the London Stock Exchange Daily Official List for the five business
days immediately preceding the date on which such share is contracted to be purchased and the minimum price (exclusive of
expenses) which may be paid for each Ordinary share is 1.25 pence;
c. the authority hereby conferred shall, unless previously varied, revoked or renewed, expire at the conclusion of the next AGM of the
Company to be held after passing this resolution or 15 months from the date of passing of this resolution, whichever shall be the
earlier; and
d. the Company shall be entitled under such authority to make at any time before its expiry or termination any contract to purchase its
own shares, which will, or might be, concluded wholly or partly after the expiry or termination of such authority and may purchase its
own shares pursuant to such contract.
By order of the Board
Maya Abu-Deeb
Group General Counsel and Company Secretary
Bloomsbury Publishing Plc
22 May 2024
Registered Office
50 Bedford Square
London
WC1B 3DP
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Additional Information
Explanatory Notes to the Resolutions
Resolutions 1 to 12 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the
votes cast must be in favour of the resolution.
Resolutions 13 to 15 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters
of the votes cast must be in favour of the resolution.
Resolution 1 (ordinary resolution) – Report and Accounts
To receive the report of the Directors and the financial statements for the year ended 29 February 2024, together with the report of the
Auditor.
Resolution 2 (ordinary resolution) – Approval of Annual Statement by the Chair of the
Remuneration Committee and Annual Report on Directors’ Remuneration
The Directors are required to prepare the Directors’ Remuneration Report, comprising an annual report detailing the remuneration of the
Directors and an annual statement by the Chair of the Remuneration Committee. These are set out on pages 123 to 124 and 131 to 143 of
the Annual Report and Accounts. The Company is required to seek Shareholders’ approval in respect of the contents of the Remuneration
Report on an annual basis (excluding the part containing the Directors’ Remuneration Policy) and of the annual statement. The vote for
Resolution 2 is an advisory one.
Resolution 3 (ordinary resolution) – Final Dividend
The Board proposes a final dividend of 10.99 pence per share for the year ended 29 February 2024. If approved, the recommended final
dividend will be paid on 23 August 2024 to all Shareholders on the register on the record date of 26 July 2024. Payments will be made by
cheque or BACS (where there is an existing dividend mandate). The final dividend equates to an aggregate distribution to Shareholders of
approximately £8.95 million, making approximately £12 million in aggregate for the interim and final dividend together for the year ended
29 February 2024.
Resolutions 4 to 9 (ordinary resolutions) – Appointment or reappointment of Directors
In accordance with Provision 18 of the UK Corporate Governance Code and the Articles, all the Directors are subject to annual re-election
by Shareholders. The election or re-election of Directors, if approved, will take effect at the conclusion of the meeting.
The Board has considered the appraisal of the performance of each Director offering themselves for election and has concluded that each
of them makes a positive and effective contributions to the meetings of the Board and the Committees on which they sit and that they
demonstrate commitment to their roles.
The Board is satisfied that each Non-Executive Director offering themselves for election or re-election is independent in character and there
are no relationships or circumstances likely to affect their character or judgement.
Biographical details for each of the Directors except for James Harding may be found on pages 96 to 97 of the Annual Report and
Accounts. Biographical details of James Harding are set out in the Letter to Shareholders on page 215 of this Notice. James Harding will be
joining the Board on the 16 July 2024 and offering himself for election at the AGM. Sir Richard Lambert will resign at the conclusion of the
AGM and is not standing for re-election.
The Board unanimously recommends the election or re-election of each of the Directors.
Resolution 10 (ordinary resolution) – Reappointment of the Auditor
The Board, on the recommendation of the Audit Committee, recommends the reappointment of Crowe U.K. LLP as the Auditor of the
Company until the conclusion of the next Annual General Meeting.
Resolution 11 (ordinary resolution) – Remuneration of the Auditor
The Board proposes that it be authorised to determine the level of the Auditor’s remuneration for the year ending 28February 2025.
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Additional Information
Resolution 12 (ordinary resolution) – Authority to allot Ordinary shares
This is an ordinary resolution to replace the general authority, last given at the 2023 AGM, for the Directors to be authorised to allot
Ordinary shares pursuant to Section 551 of the Act. This resolution, if passed, would give the Directors the authority to allot up to 27,200,170
Ordinary shares of 1.25 pence with a nominal value of £340,002, representing approximately 33.33% of the issued Ordinary share capital of
the Company at the date of this Notice.
This authority, if granted, will expire on the earlier of the conclusion of the Company’s next AGM and 15 months from the date of passing
this resolution. The Board has no present intention of exercising the authority granted by this resolution save in the circumstances referred
to below. The Board intends to seek its renewal at subsequent AGMs of the Company.
As at the date of signing the Directors’ Remuneration Report for the 2024 Annual Report and Accounts, the Directors had beneficial
holdings of Ordinary shares in the Company which, in aggregate, amounted to approximately 2.16% of the Ordinary shares in issue. The
Directors have been granted awards under the Company’s share award schemes that, if they were to fully vest, would entitle the Directors to
further Ordinary shares which, in aggregate, would amount to approximately a further 0.80% of the Ordinary shares in issue.
Resolutions 13 and 14 (special resolutions) – Disapplication of statutory pre-emption
provisions
If the Directors wish to allot new shares and other equity securities, or to sell treasury shares, for cash (other than in connection with
an employee share scheme), Company Law requires that these shares are offered first to Shareholders in proportion to their existing
shareholdings.
The Pre-Emption Group published a revised statement of principles for the disapplication of pre-emption rights (the “Principles”) in
November 2022. The Principles, amongst other things, support companies seeking authority to issue non-pre-emptively for cash equity
securities representing:
1. no more than 10% of issued ordinary share capital whether or not in connection with an acquisition or specified capital investment (a
general disapplication); and
2. no more than an additional 10% of issued ordinary share capital, provided that it is intended to be used only in connection with the
financing (or refinancing, if the authority is to be used within 12 months after the original transaction) of an acquisition or specified
capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding 12 month
period and is disclosed in the announcement of the allotment.
Accordingly, the purpose of Resolution 13 is to authorise the Directors to allot new Ordinary shares pursuant to the allotment authority given
to them by Resolution 12, or to sell treasury shares, for cash (i) pursuant to the terms of the Company’s employees’ share schemes; (ii) in
connection with a pre-emptive offer or rights issue to Shareholders; or (iii) otherwise up to a nominal value equivalent to 10% of the issued
Ordinary share capital (exclusive of treasury shares) without the shares first being offered to existing Shareholders in proportion to their
existing shareholdings.
The Principles also support the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities and
sales of treasury shares for cash representing no more than an additional 10% of issued Ordinary share capital (exclusive of treasury shares),
to be used only in connection with an acquisition or specified capital investment in respect of which sufficient information is made available
to Shareholders to enable them to reach an assessment of the potential return.
Accordingly, and in line with the template resolutions published by the Pre-Emption Group under the Principles, the purpose of Resolution
14 is to authorise the Directors to allot new shares and other equity securities pursuant to the allotment authority given by Resolution 12,
or sell treasury shares, for cash up to a further nominal amount equivalent to 10% of the issued Ordinary share capital (exclusive of treasury
shares) only in connection with an acquisition or specified capital investment, which is announced contemporaneously with the allotment,
or which has taken place in the preceding 12-month period and is disclosed in the announcement of the issue. If the authority given in
Resolution 14 is used, the Company will publish details of the placing in its next Annual Report.
If Resolutions 13 and 14 are passed, the authority will expire on the earlier of the conclusion of the Company’s next AGM and 15 months
from the date of passing the resolutions.
The Board considers the authorities in Resolutions 13 and 14 to be appropriate in order to allow the Company flexibility to finance business
opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory
pre-emption provisions. The Directors have no current intention to exercise the authorities granted by Resolutions 13 and 14, other than
pursuant to employee share schemes. The Company has not allotted Ordinary shares or sold treasury shares for cash on a non-pre-emptive
basis in the previous six years other than as follows: the non-pre-emptive equity placing of 3,766,428 Ordinary shares in the capital of the
Company in April 2020; and the issue of 2,513,674 Ordinary shares by way of a bonus issue in August 2020.
Explanatory Notes to the Resolutions
continued
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Additional Information
Resolution 15 (special resolution) – Authority for the Company to purchase Ordinary
shares
This is a resolution to replace the general authority, last given at the 2023 AGM, for the Company to purchase its own Ordinary shares and
either to cancel them or to hold them as treasury shares. The Company would be authorised to make market purchases of up to 8,160,867
Ordinary shares with a nominal value of £102,010, being equivalent to 10% of the issued Ordinary share capital (excluding treasury shares) at
the date of this Notice.
Treasury shares are not taken into account in calculations of earnings per share and may only be transferred pursuant to an employee share
scheme, cancelled or sold for cash. Shares would only be purchased if the Directors consider such purchases are in the best interests of
Shareholders, generally, and can be expected to result in an increase in earnings per share. The authority will only be used after considering
the prevailing market conditions, other investment opportunities, appropriate gearing levels and the overall financial position of the
Company. Any purchases would be market purchases through the London Stock Exchange. The upper and lower limits on the price, which
may be paid for those shares, are set out in the resolution itself.
This authority would, if granted, expire on the earlier of the conclusion of the Company’s next AGM and 15 months from the date of passing
this resolution.
The Directors believe it is prudent to seek this general authority to be able to act if circumstances arise in which they consider such
purchases to be in the best interests of Shareholders generally. The Directors have no current intention to exercise the authority granted by
this resolution. The Company has not purchased its own Ordinary shares in the previous five years and holds no shares in treasury as at the
date of this Notice.
Explanatory Notes to the Notice
The following notes explain your general rights as a Shareholder and your right to attend and vote at the AGM or to appoint someone else
to vote on your behalf.
1. Entitlement to attend and vote. Shareholders included on the register of members (in relation to Ordinary shares held in CREST,
pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001) at close of business on Friday 12 July 2024 will be entitled
to vote at the AGM in respect of the number of Ordinary shares registered in their name at that time. Changes to the register of
members after that time will be disregarded in determining the rights of any person to attend or vote at the meeting.
2. Appointment of proxies. If a Shareholder meets the criteria set out in Note 1 above, they are entitled to attend and vote or may
appoint one or more proxies to attend, speak and vote on their behalf. A proxy need not be a Shareholder of the Company. A
Shareholder can only appoint a proxy using the procedures set out in these notes. If a Shareholder wishes their proxy to speak on their
behalf at the meeting, they will need to appoint their own choice of proxy (who is not the Chair) and give instructions directly to the
proxy. A Shareholder may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares.
A Shareholder may not appoint more than one proxy to exercise rights attached to any one share. A vote withheld is not a vote in law,
which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the
Shareholder’s proxy will vote or abstain from voting at their discretion. The Shareholder’s proxy will vote (or abstain from voting) as they
think fit in relation to any other matter which is put before the AGM.
Shareholders are recommended to vote their shares, electronically, at www.signalshares.com. On the home page, search “Bloomsbury
Publishing Plc” and then register or log in, using your Investor Code. To vote at the AGM, click on the “Vote Online Now” button by not
later than 12.00 noon on Friday 12 July 2024 (or 48 hours (excluding weekends and public holidays) before the time appointed for any
adjournment of it). Electronic votes and proxy votes should be submitted as early as possible and, in any event, to be received by no
later than 12.00 noon on Friday 12 July 2024. Any power of attorney or other authority under which the proxy is submitted must be sent
to the Company’s Registrar (Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL) so as to have been received by the
Company’s Registrars by not later than 12.00 noon on Friday 12 July 2024 (or 48 hours (excluding weekends and public holidays) before
the time appointed for any adjournment of it).
You are entitled to request a hard-copy form of proxy directly from the Registrar, Link Group, whose contact details can be found in
Note 14. If a paper form of proxy is requested from the Company’s Registrar, it must be completed and sent to the Company’s Registrar
(Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL) so as to have been received by the Company’s Registrars by
not later than 12.00 noon on Friday 12 July 2024 (or 48 hours (excluding weekends and public holidays) before the time appointed for
any adjournment of it).
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Annual Report and Accounts 2024
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Additional Information
Explanatory Notes to the Resolutions
continued
3. Appointment of proxies through CREST. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic
proxy appointment service may do so for the AGM and any adjournment(s) thereof by utilising the procedures described in the CREST
Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting
service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on
their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction)
must be properly authenticated in accordance with Euroclear UK & International Limited’s (“EUI”) specifications and must contain the
information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received
by the issuer’s agent (ID - RA10) not later than 48 hours before the time appointed for holding the AGM. For this purpose, the time
of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host)
from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time,
any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. For further
information on CREST procedures, limitations and systems timings, please refer to the CREST Manual. In all cases, for a proxy form to
be valid, the CREST Voting Service information must be received by the Company’s Registrar no later than 48 hours before the time
appointed for the holding of the AGM.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available
special procedures in CREST for any particular messages. Normal system timings and limitations will, therefore, apply in relation to the
input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST
personal member or sponsored member or has appointed a voting service provider(s), to procure that their CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system
by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers
are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
4. Appointment of proxy by joint members. In the case of joint holders, where more than one of the joint holders purports to appoint
a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the
names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most
senior).
5. Changing proxy instructions. To change your proxy instructions, simply submit a new proxy appointment using the methods set out
in Note 2. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions;
any amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have appointed a proxy using
the hard-copy proxy form, and would like to change the instructions using another hard-copy proxy form, please contact Link Group at
PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL. If you submit more than one valid proxy appointment, the appointment
received last before the latest time for the receipt of proxies will take precedence.
6. Termination of proxy appointments. In order to revoke a proxy instruction electronically, please follow the method set out in Note
2 and elect to withhold your vote on each resolution. To revoke a hard-copy proxy instruction, you will need to inform the Company
by sending a signed hard-copy notice clearly stating your intention to revoke your proxy appointment to Link Group at PXS 1, Central
Square, 29 Wellington Street, Leeds LS1 4DL. In the case of a Shareholder which is a company, the revocation notice must be executed
under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or
any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included
with the revocation notice. The revocation notice must be received by Link Group no later than 12.00 noon on Friday 12 July 2024. If
you attempt to revoke your proxy appointment, but the revocation is received after the time specified, then, subject to the paragraph
directly below, your proxy appointment will remain valid. Appointment of a proxy does not preclude you from attending the AGM
and voting in person. If you have appointed a proxy and attend the AGM in person, your proxy appointment will automatically be
terminated.
7. Corporate representatives. A corporation which is a Shareholder can appoint one or more corporate representatives who may
exercise, on its behalf, all its powers as a Shareholder, provided that no more than one corporate representative exercises powers over
the same shares.
8. Issued shares and total voting rights. As at 22 May 2024 (being the last business day prior to the date of this Notice), the Company’s
issued share capital comprised 81,608,672 Ordinary shares of 1.25 pence each (subject to any changes that will be notified to you at the
beginning of the AGM). Each Ordinary share carries the right to one vote at a General Meeting of the Company and, therefore, the total
number of voting rights in the Company as at 22 May 2024 is 81,608,672.
9. Questions at the AGM. Any Shareholder attending the meeting has the right to ask questions. Under Section 319A of the
Companies Act 2006, the Company must answer any question relating to the business being dealt with at the meeting, except in
certain circumstances, including (i) if to do so would interfere unduly with the preparation for the meeting or involve the disclosure
of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) if it is
undesirable in the interest of the Company or the good order of the meeting that the question be answered.
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10. Website publication of audit concerns. Under Section 527 of the Companies Act 2006, Shareholders meeting the threshold
requirements set out in that section have the right to require the Company to publish on a website a statement setting out any
matter relating to: (i) the audit of the Company’s accounts (including the Auditor’s Report and the conduct of the audit) that are to
be laid before the AGM; or (ii) any circumstance connected with an Auditor of the Company ceasing to hold office since the previous
meeting at which annual accounts and reports were laid in accordance with Section 437 of the Act. The Company may not require the
Shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Act. Where the
Company is required to place a statement on a website under Section 527 of the Act, it must forward the statement to the Company’s
Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM
includes any statement that the Company has been required under Section 527 of the Act to publish on a website.
11. Nominated Persons. Any person to whom this Notice is sent who is a person nominated under Section 146 of the Act to enjoy
information rights (a “Nominated Person”) may, under an agreement between them and the Shareholder by whom they were
nominated (“Relevant Member”), have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a
Nominated Person has no such proxy appointment right or does not wish to exercise it, they, under any such agreement, may have
a right to give instructions to the Relevant Member as to the exercise of voting rights. Your main point of contact in terms of your
investment in the Company remains the Relevant Member (or, perhaps, your custodian or broker) and you should continue to contact
them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company
(including any administrative matters). The only exception to this is where the Company expressly requests a response from you. The
statement of the rights of Shareholders in relation to the appointment of proxies does not apply to Nominated Persons. The rights
described in this regard can only be exercised by Shareholders of the Company.
12. Members’ Rights. Under Section 338 and Section 338A of the Companies Act 2006, a member, or members, meeting the qualification
criteria in those sections have the right to require the Company (i) to give to members of the Company entitled to receive notice of
the AGM, notice of a resolution which may properly be moved and is intended to be moved at the AGM, and/or (ii) to include in the
business to be dealt with at the AGM any matter (other than a proposed resolution) which may be properly included in the business.
Aresolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only)
itwould, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company’s constitution or otherwise);
or (b) it is defamatory of any person; or (c) it is frivolous or vexatious. Such a request may be in hard-copy form or in electronic form,
must identify the resolution of which notice is to be given or the matter to be included in the business, and must be authorised by
the person or persons making it. The request must be received by the Company not later than the later of the dates falling six weeks
before the AGM and the time of giving this Notice of AGM, and (in the case of a matter to be included in the business only) must be
accompanied by a statement setting out the grounds for the request.
13. Documents. Copies of the following documents will be available for inspection at the place of the AGM for 15minutes prior to, and
during, the meeting:
• copy of this Notice of AGM;
• copies of the service agreements under which the Executive Directors of the Company are employed by the Company or its
subsidiaries;
• copies of letters of appointment of the Non-Executive Directors;
• a copy of the 2024 Annual Report and Accounts; and
• a copy of the Articles of Association.
14. Communication. Except as provided above, members who have general queries about the AGM should email the Company’s Registrar
Link Group at shar[email protected] or you can call the Company’s Registrar Shareholder helpline on 0371 664 0300.
Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Lines are open between 9:00 am and 5:30 pm, Monday to Friday, excluding weekends and public holidays
in England and Wales. Calls may be recorded and monitored for security and training purposes; no other methods of communication
will be accepted. You may not use any electronic address provided in this Notice of Meeting to communicate with the Company for any
purposes other than those expressly stated.
Submission of a proxy vote shall not preclude a member from attending and voting in person at the meeting in respect of which the
proxy is appointed or at any adjournment thereof.
Unless otherwise indicated on the Form of Proxy, CREST, or any other electronic voting instruction, the proxy will vote as they think fit or,
at their discretion withhold from voting.
15. Website giving information regarding the AGM. Information regarding the meeting, including the information required by Section
311A of the Companies Act 2006, is available from www.bloomsbury-ir.co.uk.
Stock code: BMY
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