Telegraaf Media Groep has had a difficult year. It was impossible to reverse the declining trend in revenue and due to the depreciation of non-current assets, particularly of the Sky Radio Group, the Company recorded a negative operating result of € 31.4 million. Yet, 2014 also was a year in which we made progress. The considerable cost savings and the reinforcement of our digital activities put TMG in a better position to build sustainable relations with consumers and advertisers. These must form the foundation for structural and healthy profitability in the future.
TMG’s revenues fell from € 542.2 million to € 514.9 million (-5.1%). The shift from news in paper format to digital consumption clearly continued. In line with the national trend, TMG Landelijke Media’s revenues declined from € 293,7 million to € 272,0 million (-7.4%). The decline in advertising revenues exceeded the national trend. In the second half of 2014, it was decided to appoint a new Management Board at TMG Landelijke Media. The number of unique visitors to the digital components of the key brands grew considerably. At De Telegraaf, revenue from digital subscriptions rose by 71% and from combi-subscriptions it rose by 44%. This is encouraging, however, the base is still small and revenues were not sufficient to offset the decline in revenues from print.
Holland Media Combinatie’s regional dailies and weeklies, and the free local papers (distributed door-to-door) are also confronted with a declining interest in the provision of paper-based news. In addition, the regional papers have a higher cost structure than the national papers due to the lower circulation. Total revenues fell from € 119.3 million to € 113.0 million (-5.3%). A large number of free local papers (distributed door-to-door) was loss-making. While we certainly see a future for distinctive regional and hyper-local content, it must be provided in innovative ways. We have to catch up in this area. We announced a move in that direction on 6 February 2015. In the new Holland Media Combinatie organisation structure, the four key brands of the regional dailies and the weeklies in the greater Amsterdam region form the basis for five new clusters. Each cluster will have its own regional Editor-in-Chief who, together with the Commercial Manager, will serve consumers and advertisers as effectively as possible on the basis of all the titles within their cluster. This way we encourage internal collaboration, we are better able to focus on achieving sustainable results and we save costs.
Revenues from Sky Radio Group decreased from € 40.2 million to € 39.0 million (-3.0%). The key reason for the decline is a decrease in advertising revenues from Radio Veronica due to the decreased listening market share. In last quarter of 2014, the station’s director was replaced and its policy changed. The focus is now on the trusted, familiar value of Radio Veronica, with hits from the 80s and 90s, hit parades and increased accessibility for women. The competitive position of the Sky Radio brand is under pressure. The format has since been adjusted and additional investments in marketing, particularly via social media, will be made in 2015.
Keesing Media Group (KMG) had a good year. Revenues rose from € 67.0 million to € 68.1 million (+1.6%). KMG is one of the largest publishers of puzzle magazines in Europe and operates in seven countries. The shift from paper to digital consumption also affected KMG, however the company managed to effectively exploit its scale. Revenues and the result rose in part due to increased efficiency in distribution and increased automation in production.
The cost reductions effected in 2014, represent an important step. Personnel costs declined by 21.5% and the costs of raw and auxiliary materials declined by 10.3%. Total costs dropped only marginally due to the impairment of non-current assets in 2014 and high restructuring costs in 2013.
Restructuring costs have been high for a number of years. By focussing on recurring results there was insufficient focus on actual performance in recent years and the actual cash flows of the underlying business units. As a result it was not clearly evident that returns continued to decline in spite of the development of new activities focused on new revenue models. To improve transparency, reporting and control will be adjusted.
In December 2014, TMG announced that it expected the results of many business units to be disappointing, in spite of the positive profit contribution of most key brands. A key objective for 2015 is to better exploit the increasing consumption of digital media. The digital initiatives of recent years, outside of the key brands, including the acquisitions in that area have made a limited contribution or were in fact loss-making. They are also not sufficiently complementary to the core activities. In December 2014, TMG consequently announced a refinement of the strategy, which will put the Company’s focus even more specifically on the key brands. The key brands are De Telegraaf, DFT, Telesport, Metro, Autovisie, Privé, VROUW, the regional dailies – such as Noordhollands Dagblad en Haarlems Dagblad – Radio Veronica, Classic FM and Sky Radio. Digital initiatives that do not form part of the key brands and the printing plants will not form part of the core business. For each business unit that does not form part of the core activities, a future scenario will be developed whereby partnering with other parties is among the possibilities. In the second half of 2014, a number of new Board members was appointed as a first step towards healthier business operations.
TMG’s value primarily lies in its distinctive editorial content that the key brands offer and use to create customer loyalty. Investing in the key brands puts us in the position to be able to better capitalise on this value. We plan to expand and intensify the distribution of our products via cross-industry partnerships. Where we perceive new opportunities we create new products ourselves on the basis of our key brands, or look for collaboration with partners, particularly in the areas of data and distribution. There is a large potential here for growing consumer reach, and therefore advertising revenues. In 2015, we will more specifically try to realize such partnerships.
As a media company, each day we depend on how the consumer values our products. The consumer not only has an opinion about the content, but also has preferences for the way he/she wants to receive the news and entertainment, and when. And possibly, he/she also has a need for other products or services that TMG can supply from its own portfolio or via a partner. By more clearly identifying and monitoring consumer preferences and needs, TMG’s brands will increasingly be capable of building long-term relationships with consumers and advertisers. This requires innovation in terms of customer contacts and communication, as well as data management, from all brands. We will be working hard on this in 2015.
The developments in the media market require the Company to transform itself. We will have to start working together more efficiently and differently on a cross-media offer with fewer people. Collaboration in the back-office must also produce efficiency gains in business operations. In 2014, various initiatives were already implemented to promote greater internal collaboration, such as the appointment of News Directors at De Telegraaf and the Shared Service Centre within Facilitating Services. We will continue along this path in 2015.
Many people have left the Company in recent years due to the cost reduction programmes. This contributed to the inability of the internal organisation and the business processes to keep pace with the rapidly changing market conditions and to lack of improvement in the results. As a result, talent development and advancement within the organisation came to a halt. In a large-sized change management project to be initiated in 2015, we will be offering various programmes for employees in different disciplines and job levels in order to create employee loyalty and develop our talent.
TMG is positioned at the centre of society with its products. We want to more firmly anchor sustainability in our business strategy and in our reporting. This Annual Report is the first step towards an integrated annual report in which we not only discuss our commercial and financial performance throughout the report, but also the impact of our activities on people and the environment.
In 2015, it is absolutely essential that we further reduce the structural costs of our national as well as regional daily newspapers. Only then can we make the necessary investments for building up sustainable customer relationships that can elevate revenues to a fundamentally higher plane via a large scale of products.
The year 2015 will become a transition year in which adjustments to the organisation will lead to a downsized and more flexible and stronger core business. Over the course of 2015, the Executive Board will regularly announce steps to adjust the organisation that are expected to result in sustainable results on all business activities.
In 2014, the number of employees decreased by 200 FTEs. In 2015, there will be further reductions in personnel and flexibilisation of the workforce. The Executive Board realises that this causes uncertainty among employees. However, the transition to a modern and more decisive media company also creates new opportunities for professional development. The Executive Board would like to express its appreciation for the effort and dedication of employees in 2014 and is looking forward to building the TMG of the future over the coming years together with them.
The Executive Board,
Geert-Jan van der Snoek, CEO
Leo Epskamp, CFO
In thousands of euros
Other operating income
Raw and auxiliary materials
Other operating expenses
Impairment loss tangible assets
Impairment loss intangible assets
Employees (FTE) at year-end
The impact of the high digitisation rate on the media landscape is also evident in TMG’s operating results. This is reinforced by a persistent weak economy in the euro area. The organisation is in the process of renewal, which in part is finding its expression in the launch of De Telegraaf in tabloid and digital format. However, advertising and circulation revenues continue to be under pressure.
In spite of a solid cost reduction programme, the savings in 2014 were not sufficient to offset the decline in revenues. A € 37.0 million (2014: nil) restructuring provision was made in 2013. The FTE reduction programme was delayed in 2014, but will continue to be effected in 2015.
The EBITDA result amounted to € 46.1 million in 2014 (9.0% of revenues) compared to € 21.0 million in 2013 (3.9% of revenues). The operating result (EBIT) was negative € 31.4 million in 2014 (2013: negative € 10.3 million), in part due to an impairment of Sky Radio Group in the amount of € 40.9 million.
The activities sold or halted in 2013 are classified as discontinued activities. The result after tax of these activities is negative € 42.7 million of which € 29.1 million was recorded as impairments of intangible assets. In 2014, the result of terminated activities was virtually nil. Only Relatieplanet.nl is still classified as held for sale.
The net result realised in 2013 was € 177.9 million. The financial income and expenses in 2013 includes the result of the ProSiebenSat.1 participating interest up until 19 August in the amount of € 12.2 million. The shares in ProSiebenSat.1 were sold on 6 September 2013. In comparison to the valuation as at 19 August the realised result on the sale was € 218.3 million. The operating result and the result from discontinued activities for 2013 was negative.
The economic slump persisted unabated in 2014, as a result of which consumer and producer confidence in the Netherlands remained low. Media spending in all platforms continued to be under pressure as well, and a shift in media spending, from print to online, has been perceptible for a number of years. These trends combined with TMG portfolio's sensitivity to cyclical economic movements have resulted in an accelerated decline in advertising revenues from print operations and a structural decline in circulation revenues.
TMG’s total revenues fell by € 27.5 million to € 514.9 million. The decline in advertising and circulation revenues, respectively, was € 25.0 million and € 6.4 million. The other operating income of 2.2 million pertains to the income on the sale of fixed assets, including the proceeds from the sale of the intellectual property of MyRadio.
Circulation revenues declined by € 6.4 million (-2.3%) to € 273.7 million. Last year the decline was 3.6%. The decline is less than last year, in part due to the launch of De Telegraaf in tabloid format and the sale of combi-subscriptions (paper and digital). A De Telegraaf combi-subscription (paper and digital) promotion was initiated last year in combination with an iPad mini with the objective of allowing consumers to actively get used to premium content on the internet and in the digital newspaper. Premium content has also been introduced to regional media and is having success. Younger consumers in particular are migrating to digital news. In proportion, De Telegraaf’s drop in circulation within the Group was highest; the above-referenced trends have hit the market leader hardest. Single copy sales abroad dropped steeply during the summer period. Increasingly more consumers are accessing the news via tablets and smartphones.
Of the total revenues in 2014, € 60.1 million was realised abroad (2013: € 59.9 million). In spite of a decline in the revenues derived from single copy sales of De Telegraaf, primarily in South Europe, total revenues abroad rose. The key revenues abroad concern the international activities of Keesing Media Group in Belgium, France, Denmark, Sweden, Spain and Germany. By tapping new markets total revenues from puzzle magazines rose.
Advertising revenues from print activities declined by 15.2% (2013: -15.5%). On a percentage basis, the decline was highest for the national daily newspapers (-18.6%) and the free local papers (distributed door-to-door) (-10.8%). This in spite of the fact that 2014 was a year with many events, such as the Olympic Winter Games and the FIFA World Cup. Advertising revenues derived from the regional dailies remained virtually stable. The decline was evident in virtually all sectors and, in addition, was also due to the removal of the free daily newspaper Sp!ts from the market.
In 2014, work was started on restyling Radio Veronica, following a successful restyling of Sky Radio in 2012. The objective of restyling Radio Veronica was to reach a younger target group with the help of a different music genre, a new DJ line-up and a new marketing campaign. During 2014, it became clear that the desired impact on this qualified ‘golden oldies’ lot was not being achieved. Radio Veronica’s listening figures dropped. Effective 1 November, Erik de Zwart was appointed Station Director Radio Veronica. Sky Radio was unable to fully stabilise its listening figures and share of spending. Spot revenues for Sky Radio Group consequently declined by € 3.5 million.
Revenues from digital activities (including video) declined by 7.2% to total revenues of € 64.2 million (2013: € 69.2 million). The decline is primarily due to the termination of De Telegraaf webshop. In 2014, Landelijke Media acquired full ownership of GroupDeal, which will further develop the e-commerce activities. In addition, in the first half of 2014, the activities of Zoom.in Nederland B.V. and Ticketsplus B.V. were sold. The digital advertising revenues of Landelijke Media rose by € 2.4 million, primarily due to Telegraaf.nl.
Revenues from distribution activities for third parties increased by € 1.6 million due to the distribution partnering initiated in 2013 with De Persgroep for the distribution of daily newspapers in the provinces of North Holland, South Holland and Limburg. Part of the joint distribution activities is performed by the Telegraaf Media Groep as a result of which distribution activities have a higher coverage.
Other revenues declined by € 0.1 million, whereby video productions and e-commerce activities experienced a decline and digital consumer revenues (including digital bundles and online games) and other revenues rose.
x € 1 million
Holland Media Combinatie
Free local papers
Sky Radio Group
Keesing Media Group
Third party printing
Third party distribution
In 2014, operating expenses, excluding depreciation, amortization and impairment losses, decreased by € 52,5 million to € 468.8 million. In 2013, restructuring costs in the amount of € 37.0 million (2014: nil) were recognised as a result of the initiated cost reduction programme. There was a structural decline of € 15,5 million in operating expenses. The ongoing cost reduction programme is to produce savings amounting to € 120 million (in comparison to 1 January 2012).
The costs of raw and auxiliary materials declined by € 4.4 million due to the lower cost of paper amounting to € 2.3 million and the reduced circulation of newspapers. The stock of raw and auxiliary materials maintained at the end of 2014 was valued at € 6.0 million (2013: € 5.6 million).
An FTE reduction that affects all business units within TMG forms part of the ongoing cost reduction programmes. The organisation will be further simplified by reducing the number of management layers and employees. In 2013 the second phase of a reorganisation involving 350 FTEs was initiated, which was scheduled to be completed by the end of 2014. In 2013, a restructuring provision of almost € 37.0 million was made in support of the second phase. A delay was encountered in a number of business units, in which Holland Media Combinatie (local and regional media) at 115 FTEs had the largest share. Holland Media Combinatie will implement this FTE reduction in the first quarter of 2015.
Personnel costs, excluding restructuring costs, declined by € 12.9 million in 2014. In 2014, the number of FTEs decreased by 200. Wages, social security contributions and other personnel costs were € 16.6 million lower in comparison to 2013. By contrast, the cost of temporary agency personnel rose by € 0.7 million to € 13.2 million. Other personnel costs rose by € 3.0 million. However, this is largely the result of a one-time release in employee benefits due to the harmonisation of the anniversary schemes in 2013.
Added value (x € 1 million)
Average number of fte
Average added value per employee (x € 1.000)
The number of FTEs declined from 2,459 at year-end 2013 to 2,259 at year-end 2014. The decline in the number of FTEs is evident throughout the Company, but in particular was attributable to reduced management, termination of the Keesing France printing plant and the sale of the activities of Zoom.in Nederland B.V. and Ticketsplus B.V.
The average added value per employee, excluding restructuring costs, declined from € 108,000 in 2013 to € 104,000 in 2014.
Other operating expenses rose by € 1.7 million, primarily due to higher sales costs in the amount of € 5.2 million due to De Telegraaf’s new brand campaign, the FIFA World Cup activities, the launch of the tabloid and the higher sales cost incurred by Radio Veronica. The costs of transport and distribution decreased by a further € 3.0 million, partly due to further cost savings and the termination of the free daily newspaper Sp!ts. The costs of e-commerce activities dropped by € 3.5 million due to the termination of De Telegraaf webshop prompted by the full acquisition of GroupDeal. Furthermore, De Telegraaf’s iPad mini promotion was initiated in the fourth quarter of 2013. In 2014, automation costs rose by € 2.0 million, in part due to a settlement with ATOS concerning the partial termination of the service contract.
Depreciation charges in 2014, in the amount of € 10.7 million, are virtually the same as in 2013. In 2014, the conversion of the printing presses at the Amsterdam Campus was completed and the presses were commissioned. Currently there is continued investment in folding and stapling machines so that these can be put into use in the Amsterdam printing plants over the course of 2015. As soon as the presses in Amsterdam are commissioned, the depreciation charges will show a limited increase. It was decided to reduce printing capacity in the second half of 2015. At year-end 2014, an impairment of € 5.3 million was recognised for this purpose.
Amortisation charges totalled € 17.8 million in 2014 (2013: € 18.1 million). The amortisation charges are decreasing due to the wind-down of the amortisation periods and impairments. At year-end 2014, an impairment of € 40.9 million was recognised for Sky Radio Group. Due to the restyling of the Radio Veronica station and increased competition, the projected future cash flows are structurally lower.
In 2013, it was decided to discontinue the non-print-related online activities segment. The result from discontinued operations in 2013 concerns the sale of Mobillion and the activities of Keesing Games, among other things. In addition, the operations of Nobiles, Moviebites and Hyves social network were terminated. The Relatieplanet dating site was being held for sale in 2013 and 2014. The result, including the write-offs of intangible assets, was virtually nil (2013: € 42.7 million). Total impairments, including property, plant and equipment, of discontinued activities amounted to € 31.8 million in 2013 (2014: nil).
In 2014 the financial income and expenses amounted to negative € 7.2 million (2013: positive € 225.9 million). In 2014 Landelijke Media sold its Zoom.in Nederland B.V. and Ticketsplus B.V. activities. The transaction produced a negative result on the sale of the participating interest in the amount of € 4.9 million. Last year TMG’s sale of the 6% interest in the ProSiebenSat.1 Media AG (ProSiebenSat.1) associate was recognised here. The interest is recognised in accordance with the equity method. A € 12.2 million share in the result of ProSiebenSat.1 up to 19 August 2013, was recognised in 2013.
During the General Meeting of Shareholders of ProSiebenSat.1 in July 2013, a dividend of € 5.63 (2012: € 1.15) per share was adopted for the shares with voting rights for 2012. This translated into a dividend amounting to a total of € 66.7 million for TMG (excluding the refund of income tax deducted at source), which was deducted from the value of TMG’s interest in ProSiebenSat.1.
TMG sold the listed shares on 6 September 2013 at € 30.00 per share. A total of € 390.6 million was received after the deduction of transaction costs. The realised result on the sale since 19 August 2013 amounts to € 218.3 million on the equity interest valued at fair value.
The other financial charges are primarily related to the interest payable on the FM licensing fees paid for the Sky Radio Group. The credit facility was not drawn down as at 31 December 2014.
The tax item in 2014 showed a debit balance of € 0.5 million (2013: € 5.0 million credit balance). The effective tax burden was 1.3% in 2014 (2013: -6.8%). The impairment of the Sky Radio Group in 2014 is not tax-deductible.
The net cash flow from operating activities rose by € 39.6 million to positive € 24.1 million. The increase is due to the € 23.3-million less in restructuring costs paid and the € 16.3-million increase in working capital due to improved cash planning.
The cash flow from investments in 2014 amounted to negative € 10.6 million (2013: positive € 438.6 million). The investments in intangible assets primarily concern software for business applications and IT infrastructure. The investments in property, plant and equipment are related to the conversion of the printing press in the Amsterdam printing plant and folding machines. The sale of business operations and the disinvestments are the result of the sale of Zoom.in Nederland B.V. and Ticketsplus B.V. The dividend distributed by ProSiebenSat.1 over the 2012 reporting year was received in August 2013. Including the refund of the tax deducted at source for 2011 and 2012, the amount received totalled € 70.7 million. The proceeds of the sale of the shares in ProSiebenSat.1 in September 2013 amounted to € 390.6 million. This was offset by investments in the conversion of the printing presses in Amsterdam, changes to the facilities of the Sky Radio Group and the acquisition of new software by Lokale en Regionale Media and by Landelijke Media. The phased conversion of the printing presses and colour units in Alkmaar was completed in 2013.
The cash flow from financing activities was negative € 13.1 million (2013: negative € 390.2 million). The repayment of the long-term liability largely concerns the annual FM licence payments to the Telecom Agency on behalf of the Sky Radio Group. The change in third party interest is due to the acquisition of the remaining 40% of the shares in GroupDeal. Last year, TMG distributed an interim dividend in the total amount of € 301.3 million from the monies received from ProSiebenSat.1. The entire credit facility (including the long-term loan) was fully repaid in 2013.
At year-end 2014, shareholders’ equity attributable to the shareholders of TMG has declined by € 40.1 million to € 258.7 million in comparison to the previous year. The net result attributable to the shareholders of TMG for 2014 amounts to negative € 33.8 million (2013: positive € 177.6 million). In 2013, TMG distributed an interim dividend of € 301.3 million. In 2014, TMG did not distribute a final dividend for the 2013 reporting year. The shareholders’ equity per share outstanding at year-end 2014 was € 5.58 compared to € 6.45 at 31 December 2013.
As at 31 December 2014, there are 46,350,000 ordinary shares and 960 priority shares of € 0.25 nominal value. Of the ordinary shares, 29,107,774 had been converted into depositary receipts as at 31 December 2014, amounting to 62.8% (year-end 2013: 62.5%). No shares were repurchased in 2013 and 2014. The € 1.4 million in shares of the Telegraaf Media Group purchased in previous years have been withdrawn in accordance with the resolution adopted by the General Meeting of Shareholders of 23 April 2013.
No profits wre generated in the financial year 2014, consequently there will be no profit at the disposal of the General Meeting of Shareholders relating to the financial year 2014.
Two dividends were distributed during the 2013 reporting year. In August 2013 a dividend of € 0.50 per share was distributed pursuant to a super dividend from ProSiebenSat.1. In September 2013, TMG sold the shares in ProSiebenSat.1. A € 6.00 dividend per TMG share was subsequently distributed in October 2013. In total, a dividend of € 301.3 million was distributed in 2013 representing € 6.50 per TMG share.
On 16 December 2014, TMG presented the direction for the coming years. The Company’s focus, more clearly than ever before, will be on its key brands, the development of distinctive editorial content and consequently on reinforcing the core business. The key brands are De Telegraaf, DFT, Telesport, Metro, Autovisie, Privé, VROUW, the regional dailies – such as Noordhollands Dagblad en Haarlems Dagblad – Radio Veronica, Classic FM and Sky Radio. Digital initiatives that do not form part of the key brands and the printing plants will not form part of the core business. For each business unit that does not form part of the core activities, a future scenario will be developed whereby partnering with other parties is among the possibilities.
The development of the scenarios in some cases may result in the disposal or termination of activities. This is why the 2015 financial year is qualified as a year of transition. Adjustments to the organisation will lead to a downsized, more flexible and stronger core business. In December 2014, it was announced that from the beginning of 2015, steps to adjust the organisation that are expected to result in sustainable returns on all business activities may be expected to be announced on a regular basis.
Evert Santegoeds lives for stories that keep the Dutch population talking. "With the largest newspaper, the largest weekly magazine and the greatest number of hits on the site, TMG is the perfect platform for 24/7 entertainment news."
Name: Evert Santegoeds
Position: Editor in Chief
“Privé founder Henk van der Meijden was way ahead of his time. In the late 1950s and the infamous 1960s, he was the first and for many years the only person to concentrate on what was then referred to as 'human interest'. More than 50 years on, gossip is hotter than ever before.
Switch on a TV in America, and besides the weather and plenty of sports, you'll be bombarded with news about celebrities from the early morning to late evening. Entertainment news is also starting to take over the Dutch media landscape. It dominates four gossip magazines, three daily TV shows and even newspapers that used to ignore it in years gone by.
Privé is number one in entertainment. Every day in De Telegraaf, every week in the magazine, and all day long on Prive.nl, it reveals the ups and downs of TV and film stars, sports personalities and international royalty. And I'm sure the latter category would agree: noblesse oblige. It's my mission for Privé to be the largest and stay the largest.
That doesn't just happen all by itself. It takes the biggest network, the best sources, the greatest and most exclusive photos and, first and foremost, a team of reporters out there where the news is happening, day and night. The exclusive stories don't just turn up. And the revelations that often keep the Netherlands talking for days or weeks after being published in Privé are – luckily! – few and far between.
My great mentor Van der Meijden kindled my passion for this strange profession at an early age. I eat and drink entertainment news and I can be reached 24/7, because 'you never know who might call.' As Van der Meijden always said, 'Luck is with the hard workers.' So it's always very satisfying to discover a story that will keep people talking or to come up with an angle for the magazine that nobody else has thought of.
With the largest newspaper, the largest weekly magazine and the greatest number of hits on the site, TMG is the perfect platform, of course. Combining the newspaper and magazine (again) was a logical progression, a first step that will be followed by a second. After all, why shouldn't we sell these two fantastic media together? I think this offers opportunities that need to be looked at more carefully. We also need to look carefully at successful initiatives with paywalls, though these have yet to reach the Netherlands.
Gossip is more attractive than ever before. As the number one in entertainment, we should be able to make more out of it. If I have anything to do with it, 2015 will be the beginning of that."
TMG Landelijke Media’s key brands comprise De Telegraaf, Privé, VROUW, Autovisie, DFT, Telesport and Metro. The other brands that are not linked to the key brands will be re-evaluated in order to develop a future scenario for each component.
The number of TMG Landelijke Media’s employees (FTE) declined from 885 at year-end 2013 to 785 at year-end 2014.
Harry de Wit was appointed Managing Director of TMG Landelijke Media effective 1 November 2014. Prior to this he occupied various management board positions at TMG from 2002 to 2012.
TMG Landelijke Media’s revenues declined from € 293,7 million to € 272,0 million (-7.4%), primarily due to a decrease in the net advertising revenues and a decrease in the De Telegraaf’s circulation. Cost savings amounted to € 11.2 million, in spite of investments in De Telegraaf brand, innovation costs and project costs associated with the transition to the tabloid format. TMG Landelijke Media’s collective EBITDA contribution nevertheless declined considerably.
TMG Landelijke Media Revenues
x € 1 million
Single copy sales
Advertising revenues - Print
Digital and other revenues
Subscription revenues decreased from € 126.1 million to € 123.8 million (-1.8%). The price increases were unable to fully offset the decline in circulation. Advertising revenues from print declined by -19.3% and digital advertising increased by +6.1%. In the online advertising market, advertising growth was primarily due to video, mobile and tablets.
Total subscription revenues declined, whereby the price increase and the increased revenues from digital subscriptions largely offset the decline in print subscriptions. In July, De Telegraaf increased subscription rates by an average of 3.7%. The revenues from single copy sales declined by € 2.8 million (-9.1%). Just as in 2013, all national daily newspapers experienced a decline in single copy sales in the Netherlands and abroad. De Telegraaf was impacted to an even greater extent due to its traditionally strong position in this market.
The advertising revenues of the paper edition of De Telegraaf declined steeply during 2014. The evaluation of the policy pursued resulted in a change in management and the design of new rate structures. These changes will be implemented in 2015. Telegraaf.nl’s digital advertising revenues rose by 10.9% to € 17.0 million
De Telegraaf aims to retain and grow permanent customer relationships with its readers. It is up to the customer to decide how he/she prefers to receive his/her news. The decline in the total number of permanent customers with a print, combi or digital subscription decreased in 2014 in comparison to 2013.
The number of customers with a fully digital subscription rose by 71.4%. These customers only have access to the news via Telegraaf.nl and De Telegraaf app. The number of customers with a combi subscription (print and digital) rose by 44%. The number of premium subscriptions rose to over 400,000. Part of the articles on the website or accessible via the app is exclusively available to combi and digital subscribers or at a daily fee, including the Sunday newspaper. The latter was very successful and since its introduction in April 2014 achieved approximately 100,000 downloads per week.
The number of unique visitors to the website and the mobile platforms rose slightly and the number of page views rose by 22%. The number of desktop visits declined; however, the increase in mobile was so steep that its share now exceeds that of the desktop.
The video offer rose steeply and the number of video views rose by 20% to over 236 million, especially on mobile. July was a record month with over 29 million video views, particularly due to the FIFA World Cup and the MH17 air disaster. The videos about the Olympic Winter Games were also viewed frequently.
The shift in providing news in paper format to digital format continues. In 2014 (fourth quarter 2013 to third quarter 2014 inclusive) the circulation of paid and free national daily newspapers declined from 3.7 million to 3.5 million copies per day (-5.4%). During this period the circulation of De Telegraaf declined from 544,355 to an average of 513,308 copies (-5.7%), as a result of which De Telegraaf’s share of this market declined marginally to 17.8%. The impact of the transition to tabloid format effected on 10 October 2014 is not yet reflected in these figures. During the introduction approximately 62,500 so-called Tabloid Subscriptions were sold at a promotional price of € 20 for 10 weeks.
The major sports events, the Olympic Winter Games and the FIFA World Cup, had a positive effect on circulation in terms of single copy sales as well as subscriptions.
In 2014, De Telegraaf’s organisation consisted of three main components:
Key initiatives designed to strengthen De Telegraaf and other brands were as follows:
From April 2014 De Telegraaf carried out the extended marketing campaign The News in Our Country, designed to focus attention on a series of renewals and to reinforce its market leadership, via radio and TV commercials, its own channels and social media. The launch of the tabloid resulted in approximately 62,500 paid trial subscriptions. Furthermore, as a result of redirections, the reach of Telegraaf.nl rose by over 20% after this launch. In addition, the number of video views rose significantly.
In 2014, the Commerce department centrally organised the sale of advertising for national brands on the basis of multi-media and cross-media offerings. The market approach is optimised by segment, whereby print and digital are integrated. The costs incurred by Commerce were substantially lowered in 2014, in part on the basis of self-service and programmatic buying, which experienced significant growth. This capability allows customers to bid on a specific advertisement in real-time.
The Editorial Board’s organisation was simplified, whereby the number of Editorial Subcommittees was reduced, and News Directors, a new position, were appointed. They play a coordinating role in determining the brand and media platforms used for the publication of incoming news. In this respect, the development of distinctive content for online media, especially mobile and video, is crucial to the future of TMG and De Telegraaf.
Journalistically speaking, 2014 was a hectic year with full attention on the attack on Flight MH17, the FIFA World Cup in Brazil, the Olympic Games in Sochi, the major international tensions in the Ukraine and the emergence of IS in North Iraq and Syria. De Telegraaf reporters filed on-site reports of events via online, mobile, video and in the newspaper.
Sustainability and care for the environment are key social themes to which De Telegraaf regularly devotes attention. In 2014, articles were published on a range of topics such as a private initiative to retrieve plastic from Amsterdam’s canals (Plastic Whale, 10 January), investments in windmills (Private Investment in Windmills Falters, 28 October), waste recommendations for water enthusiasts (Waste Onboard or Overboard, 22 November) and sustainable investment (Bonds can be Green too, 22 October and Wealthy Private Investors Engage more frequently in Sustainable Investments, 22 December). In addition, the regular columnist Ruud Koornstra dozens of times put the spotlight on sustainability-related topics.
There was a drop in advertising revenues from free daily newspapers. The paper publication of Sp!ts was terminated in October, whereby Metro enlarged its coverage area somewhat and increased its average circulation in the last quarter of 2014. Furthermore, Metro was expanded with the most highly appreciated Sp!ts components. The renewed Metro that first appeared on 10 October this way appeals to a broader target group.
Spitsnieuws.nl will continue to exist alongside Metronieuws.nl. The visitor figures for both websites grew significantly. The visitor figures and the number of page views rose considerably for Metronieuws.nl as well as for Spitsnieuws.nl, particularly on mobile.
Average Number of Visitors per Month 2014
Average Number of Visitors per Month 2013
Average Number of Visitors per Month 2014
Average Number of Visitors per Month 2013
Metro signed a long-term agreement with the Feyenoord football club, as media partner. Joint reader promotions and events will be organised, including a fan day in Feyenoord Stadium. Metro wants to further strengthen its brand in the Rotterdam region with additional unique content.
As a free daily newspaper Metro has a high reach among younger people between the ages of 18 and 35 on their way to work or school. Companies and agencies therefore often select Metro and Metronieuws.nl to disseminate their message. For example, Shell and Metro collaborated on the production of a special about the Shell Ecomarathon. And for Eneco, Metro on two occasions prepared a four-page special; one on Wind Certificates and one on the Dutch Headwind Cycling Championship, in order to underline the importance of wind energy. The Editorial Board itself prepared a major publication of the Top 100 Sustainable Young Entrepreneurs.
At the end of 2014, TMG was in discussion with the Dutch National Railways (NS) about the possibility of creating spots in train compartments where travellers can leave an already read Metro for other travellers to read. The objective is to prevent newspapers from disappearing in wastepaper baskets and to promote recycling.
The Dutch advertising market for general interest magazines once again experienced a difficult year. Advertising revenues from TMG magazines VROUW, Privé and Autovisie declined. Privé and VROUW transferred to another printer during the year due to the bankruptcy of the existing printer. This did not result in material additional costs.
In addition to the special pages in De Telegraaf, the weekly magazine VROUW, the bi-monthly VROUW Glossy and Vrouw.nl are also published under the VROUW brand. Due to De Telegraaf’s decline in circulation, from 1,363,000 to 1,264,000 readers per week (-7%), the reach of VROUW Magazine fell (source: NOM 2014/2013). The decline is in line with the national decline in other women’s weekly magazines. In terms of reach, VROUW is number three in the weekly women’s magazines segment.
The volume of advertisements in VROUW declined by 8% (source: NMR), in comparison to a national increase of 10% in the number of advertising pages in weekly women’s magazines (third quarter 2013 to third quarter 2014, inclusive). The decline was related to various factors, including internal reorganisations and the sales strategy.
In 2014, VROUW Glossy was expanded from four to six editions. The number of subscribers rose, primarily due to the number of combined subscriptions with De Telegraaf. VROUW Glossy was included in NOM reach analyses for the first time. With a reach of 286,000 (NOM 2014/2013) VROUW Glossy was number three in the Netherlands in the glossy monthly women’s magazines segment.
The number of unique visitors to VROUW.nl rose by 40% and the number of page views by 61% to over 218 million. Mobile use of VROUW in particular grew significantly, by more than 100%, making mobile use of VROUW more popular than desktop use.
Various events, designed to bring (mostly) female readers into contact with each other, with VROUW and any advertisers, are organised under the VROUW brand. This provides us with even better insight into the needs and motivations of our readers with the objective of increasing our connection with them. In 2014, approximately 2,300 women met each other during the VROUW women’s weekend. In addition to performances by well-known Dutch artists, there were workshops for making jewellery, wine tasting and personal training, among other things. Furthermore, VROUW Café was initiated as a paid monthly event with a wide range of topics, from finding inner happiness to practical makeup workshops.
The average Privé circulation in 2014 declined by 9.6% in comparison to a decline of 5.4% in the total distribution of gossip magazines in the Netherlands in 2014 (third quarter 2013 to third quarter 2014, inclusive; source: HOI). The reach of Privé via print declined in line with the market average (7%) to an average of 1,264,000 readers per issue.
Prive.nl is accessible at no charge. The number of page views rose significantly, particularly in the second half of 2014. Mobile grew especially fast and at 68% (December 2014, in-house figures) amply exceeds the share of access via desktops.
A magazine, the website and the pages in De Telegraaf are exploited under the Autovisie brand. The average Autovisie circulation in 2014 rose by 4.1% in comparison to a decline of 5.1% in the total distribution of Dutch automotive magazines in the Netherlands in 2014 (third quarter 2013 to third quarter 2014 inclusive; source: HOI).
To retain and increase loyalty to the brand, various events were organised, including the Nationale Auto8Daagse (National 8-Day Automotive Media Event) that attracted tens of thousands of visitors to a large number of different events. The kick-off took place on 14 June during an Autovisie Cars & Coffee XXL on De Telegraaf’s premises with over one thousand readers and invitees and over 300 special cars. Other events included the national old-timers day in Lelystad, a car racing evening on the track in Zandvoort, a visit by readers to the Ford factory in Cologne and a Concours d’Élégance with various old-timers’ themes in the gardens of Het Loo Palace.
In addition, the RTL Autovisie TV programme was launched. This is an independent programme about cars and everything to do with cars. RTL Autovisie contributes to reinforcing the Autovisie brand.
With its own production houses for audiovisual productions, TMG is a strategic partner for the development of concepts and productions in the areas of television, internet, video, audiovisual advertising & commercials and company presentations. Videos increasingly more often form an integral part of the media used by De Telegraaf in order to strengthen brand perception and increase reach. In 2014, many productions were continued for various broadcasting organisations, as well as branded content productions for third parties. KampeerTV (CampingTV) was developed in collaboration with TMG company Bohil Media. The first instalments were broadcast at the beginning of 2015. RTL Autovisie was produced in collaboration with Autovisie. TMG sold its interest in the online video producer and sales firm Zoom.in Nederland B.V.
The NewsMedia websites are focused on the so-called Millennials, young people born between 1980 and 2000. In their own words, ‘news facts, scandalous revelations and journalistic investigations appear interchangeably with airy topics and slightly eccentric nonsense’ on GeenStijl. Dumpert refers to itself as the ‘coolest video portal in the Netherlands with all kinds of bizarre, funny, scandalous and daft videos on the internet’. Visitors can ‘dump’ their own videos there. GeenStijl’s and Dumpert’s visitor figures rose significantly, particularly in the second half of 2014, primarily due to the use of social media and the growth of mobile websites. Dumpert grew by more than 100% in the second half of the year in comparison to the second half of 2013. Upcoming gathers the most popular images, videos and tweets and other internet trends and creates its own lists. Assisted by other NewsMedia titles, Upcoming grew significantly to more than 2.5 million unique visitors in December 2014. A joint offer was created for the advertising market in the second half of the year on the basis of the GeenStijl, Dumpert, Glamorama, Das Kapital, Spitsnieuws.nl and Upcoming brands. The initial results of this new positioning in the advertising market were positive.
The number of active Hyves Games users on average was approximately 500,000 per month, putting Hyves Games among the top gaming portals in the Netherlands. The popular Landleven game made the largest contribution to the in-game revenues.
GroupDeal is a promotion-based e-commerce platform that offers products and services of advertisers and brands at attractive prices. Revenue grew by 22%. Activities carried out under the Telegraaf Aanbiedingen (Offers) brand also contributed to this. These offers promote loyalty to De Telegraaf brand. TMG increased its interest in GroupDeal B.V. from 60% to 100%.
The results and the revenues from other e-commerce activities was under severe pressure due to the bankruptcy of a logistics service provider. These activities were therefore integrated into GroupDeal over the course of 2014. This has considerably reduced costs and risks. Sales now exclusively take place on the basis of direct delivery to the end-user by the producer or supplier, whereby GroupDeal does not run any risk in case of poorly performing products. TMG sold its interest in Ticketsplus B.V.
Speurders.nl’s revenues rose by 2.8%, primarily due to the new activities Speurders Veilingen (Auctions) and Speurders Aanbiedingen (Offers).
Bohil Media brings sellers and buyers in the camping and boating market together via print, websites, Customer Relationship Management systems, TV productions and events. Bohil Media is market leader in this segment. Revenues rose marginally in spite of the recurring difficult market conditions in the water sport and camping sectors. The new initiative Water Sport Week and the production VaarTV (BoatingTV) made an important contribution to revenues.
GasPedaal.nl’s advertising revenues rose by 26%. The possibility of advertising on the basis of CPC (Cost per Click) as of the end of 2013 made an important contribution to this. Due to the spidering – adding information of linked web pages to a search engine’s database – prohibitions received by GasPedaal it was forced to disconnect from various sources. GasPedaal.nl has since reconnected the first of these sources on request. The number of visitors stayed up to par. The activities of AutoTeKoop.nl (cars for sale) were integrated into GasPedaal.nl.
The collective revenues of JAAP.NL and HuizenZoeker.nl rose by 3%, consisting of revenues from the possibility of ‘Selling your home yourself’ as well as advertising revenues. The improving housing and mortgage market is also generating additional revenue from mortgage leads.
At the end of 2014, TMG announced a refined strategic direction to enable it to better anticipate market conditions in which revenue from print continues to drop and revenue from digital activities is still insufficient to offset this.
Key TMG Landelijke Media activities in 2015 are as follows:
According to James Worthy, the best things in life are free. His beloved Metro included. "If I have anything to do with it, Metro is here to stay. I want to give readers the very best every week."
Name: James Worthy
"TMG is sauerkraut with sausage. It’s not elite - simply a human company. That's the strength of TMG. My relationship with the company goes much further than money alone. It's all about trust and loyalty. Right from the beginning, TMG gave me carte blanche. I can do what I want, so I give my all. Readers are entitled to your best work, week in, week out. It's my mission to deliver that quality. Many people tend to be condescending towards Metro, because it's 'that free newspaper'. But the best things in life are free: love, a sunset, snow, a lazily yawning cat.
When TMG offered me this opportunity and I began writing my weekly column, I had no idea at all what I was doing. Four years on, I can only conclude that SPITS and Metro have made me better than I could ever have dreamed. Writing a column seems so simple, but it really is an art. Books can have 60,000 words, a column only 400. There's nowhere to hide. Sentences must make sense. It's a fantastic challenge.
The fact that I work on my column every week from 12 a.m. to 5 p.m. says enough I reckon. I could do it in an hour, but I'm not one for quickies - not any more. I just love the whole writing process too much by now: the deleting, the head scratching, the uncertainty and then the feeling once you've mailed the column to the editing staff. 'WHAT HAVE I DONE?' 'AND IS IT GOOD ENOUGH?' That's what passions do to you. Passions make you weak.
I have two passions: writing and my family. If I'm not with my family, I'm writing and if I'm not writing, I'm with my family. Do the two worlds meet? Well, if I hadn't started writing, I would probably not have a family. My wife fell in love with what I wrote, after all. She's also the first to read my Metro column each week. It's all interconnected. Life is one big metro network.
Growth, fear and loyalty are what drives me. I want to get better each week; not only for myself, but also for the newspaper. These are difficult days for newspapers and magazines. Half of the 50 publications for which I have written over the past 15 years, no longer exist. That is scary. We've already lost SPITS, but Metro is here to stay, if it's up to me. I plan to write for 'that free newspaper’ until my dying day.”
Holland Media Combinatie comprises the regional dailies, free local papers (distributed door-to-door), specials, theme pages, magazines, websites, apps, trade fairs, activities for third parties and events, and Dichtbij’s local websites. In 2014, the back-offices of Holland Combinatie and HDC Media were fully integrated. The two companies legally merged into a single company operating under the name Holland Media Combinatie. The integration primarily improves joint advertising sales and provides for a more clearly laid-out overall offer of products. Dichtbij’s activities fell outside the integration and merger.
The number of Holland Media Combinatie’s employees (FTE) declined from 699 at year-end 2013 to 631 at year-end 2014. The management of Holland Media Combinatie was transferred to Gert Jan Oelderik and Ferdy Demmers effective 1 November 2014. Prior to this, Oelderik was Managing Director of Keesing Media Group and General Manager of NRC Media and NDC Media Group, among other things. Ferdy Demmers previously was Managing Director of TMG’s Facilitating Services.
Holland Media Combinatie’s revenues declined from € 121.0 million to € 113.8 million (-6.0%), primarily due to a decrease in the circulation of regional dailies and a clear decrease in the advertising revenues from free local papers (distributed door-to-door). The collective EBITDA contribution of the regional and local media increased significantly due to the considerable cost savings and provisions reported in 2013.
x € 1 million
Single copy sales - Print
Advertising revenues - Print
Digital and other revenues
Subscription revenues decreased by € 1.9 million (-3.3%) due to the fact that price increases did not fully offset the decline in circulation. Advertising revenues from print declined by € 5.1 million (-10.3%). Digital and other revenues declined by € 0.2 million (-1.63%) due to a slowdown in the revenues of Dichtbij.
The collective revenues of the Noordhollands Dagblad, Haarlems Dagblad, IJmuider Courant, Leidsch Dagblad and De Gooi- en Eemlander declined slightly. It was not possible to fully offset the 7.2% decrease in the number of paid subscriptions by the increase in subscription rates and promotional subscriptions. The entire circulation declined by 7.8%. This is equal to the decline in the regional dailies market in the Netherlands.
Holland Media Combinatie’s advertising revenues declined. The revenues of GerichtopPrint.nl rose significantly. Advertisers can use this website to easily create and modify their own advertisements. This tool makes it easier to place and modify advertisements. Advertising revenues from digital media were still modest and primarily originated from national advertisers.
The EBITDA contribution of regional dailies increased significantly due to the impact of cost savings. These savings primarily were the result of the reorganisation initiated back in 2013. Furthermore, there were additional savings, especially due to a reduction in the number of employees and lower paper costs, and due to savings in terms of ink and printing plates. Holland Media Combinatie is making use of TMG Distributie for its physical distribution. This company collaborates with Wegener, NDC mediagroep and De Persgroep. In 2014, the company profited from the distribution partnership initiated in the West Netherlands in 2013. In addition, there were cost savings due to lower circulation numbers.
In 2014, Holland Media Combinatie introduced new subscription propositions that involve the offer of a mix of print and digital with premium content. Holland Media Combinatie significantly expanded the number of digital customer contacts. The introduction of new apps and new e-mail marketing resulted in over 70,000 registrations of subscribers who make active use of digital products. The number of subscribers that primarily opts for digital remains limited, but steadily increased throughout the year. With this subscription the customer receives the printed newspaper on Saturdays and the digital version on other days. In 2014, in addition to the digital look-alike of the paper version of the newspaper, a digital version for tablets was added with additional options. Exclusive digital newspapers were launched on two occasions; during the FIFA World Cup and on King’s Day. In addition, Holland Media Combinatie introduced live blogs by reporters.
The anchoring of the regional papers in local communities becomes even more evident during special events, such as last year during the local elections of 19 March and the subsequent negotiations to form a new municipal executive, and in the impact of the drama of Flight MH17 on surviving dependants in the region. Reporting of socially undesirable or debatable development encourages action or creates awareness, such as the interventions in the Bazaar in Beverwijk in September after regional newspapers published photos of jihad flags sold on the market. The papers illustrated their involvement in everyday issues, for example by publishing two special supplements about developments in the healthcare sector and the series Old and at Home, specifically about care of the elderly. In the field of museology, the Leidsch Dagblad, together with other titles, assisted the Museum Naturalis in bringing a unique Tyrannosaurus Rex skeleton to the Netherlands. The newspaper devoted attention to the ‘night watch of natural history’ via a series of weekly pages and a special supplement.
Holland Media Combinatie’s papers also support charitable causes. The IJmuider Courant and Het Noordhollands Dagblad invited their readers to donate a Christmas hamper to the newspaper in support of regional food banks. Het Haarlems Dagblad devoted a special supplement and a daily cover to the collection promotion Serious Request, which took place in Haarlem in 2014. These journalistic efforts were also used for other Holland Media Combinatie publications and websites. The newspaper donated an amount of € 10,000 collected via a subscription promotion with a reader’s donation and via an auction. In the double sized last annual issue of the weekend magazine Vrij (Free), entitled Best Wishes, the key focus was on the large and small wishes of readers. The editorial board made a selection and made an effort to make these wishes come true via their own contacts and by appealing to readers. The first moving successes were described in that same issue.
Holland Media Combinatie is a media partner in the relationship network Duurzaam Ondernemen (Sustainable Enterprise) in North-West Holland (DOinNWH). This network for the second time organised the Let’s DO-Award, in which DO stands for Duurzaam Ondernemen (Sustainable Enterprise). This is an award for SME entrepreneurs who are successful with sustainable innovations for their own company, as well as in terms of the impact of these innovations on people and the environment. Holland Media Combinatie in its papers reports on the nominated companies and the voting. The readers are actively involved in this.
The interest of advertisers in free local papers (distributed door-to-door) clearly declined, especially among national advertisers. The increase in this loss was limited by achieving important cost savings in production, decreasing the number of employees and the new advertising sales strategy. This new sales strategy enables advertisers to select an optimal media mix on the basis of the total TMG offer of free local papers (distributed door-to-door), daily newspapers and online. The EBITDA contribution of free local papers (distributed door to door) declined significantly due to a decrease in advertising revenues.
Dichtbij.nl is the local online platform of Telegraaf Media Groep that assists people in achieving their local objectives and communicating about local topics that they consider relevant. Dichtbij.nl, in addition to local news, also offers going out tips and information about events, restaurants, job openings and available homes. The messages most often read are those in the 112 column. Dichtbij’s strength is its local contribution of news and stories from so-called Dichtbij (Nearby) Contributors, communities and entrepreneurs. The core regions are located in the provinces of Noord-Holland, Zuid-Holland, Utrecht, Flevoland and Brabant.
The number of monthly visits to Dichtbij.nl rose at year-end 2013, in part due to the increase in the number of municipalities. Dichtbij’s EBITDA contribution improved to slightly positive, in spite of a clear decrease in revenues.
On 6 February 2015, TMG announced a planned reorganisation of Holland Media Combinatie that is to result in a sustainable improvement of its results. In the new organisation, Holland Media Combinatie’s key brands Noordhollands Dagblad, Haarlems Dagblad, Leidsch Dagblad and De Gooi- en Eemlander will form the basis for four new clusters. These clusters will also include the weeklies in the relevant regions. Every cluster will have its own regional Editor-in-Chief, who, together with the Commercial Manager, will serve consumers and advertisers in the relevant region on the basis of all of the titles within their cluster. They are jointly responsible for the results of their cluster. In addition, a General Editor-in-Chief will be appointed to manage the central editorial department and to promote collaboration among titles.
A fifth new cluster consists of the weeklies in the Greater Amsterdam area, i.e. Amsterdam, Amstelveen and Almere. Holland Media Combinatie will conduct an analysis to determine whether the Rotterdam and Utrecht region, where publications are also limited to weeklies, have sufficient potential for creating a sixth cluster, or whether different strategic decisions need to be made here. The nine Sunday titles that are not making a sufficient contribution to Holland Media Combinatie’s result will be divested. The reorganisation will result in a decrease of approximately 35 FTEs. A reorganisation involving approximately 80 FTEs was already underway on the balance sheet date.
Other planned initiatives include:
Sky Radio Group (SRG) is one of the largest commercial radio enterprises in the Netherlands in terms of reach, as well as market share. SRG comprises the radio stations Sky Radio, Radio Veronica, Classic FM, ten online stations and MyRadio that enables the listener to build up a music mix on the basis of personal preferences via a smartphone, tablet or PC. SRG develops, realises and analyses practically all of its own activities, including new forms of distribution, marketing campaigns, websites and promotions. SRG manages to reach interesting target groups on the basis of its extensive radio portfolio. SRG wants to give advertisers effective and easy insight into relevant and recent listening figures, for example via its tablet app that it introduced in 2014. In the area of entertainment and promotion, the brands regularly collaborate with other TMG brands.
The number of SRG employees declined from 106 at year-end 2013 to 98 at year-end 2014. Since 1 October 2014 TMG CEO Geert-Jan van der Snoek has been acting as the temporary General Manager of SRG. Effective 1 November, Erik de Zwart, previously station voice and DJ at Veronica was appointed Radio Veronica’s Station Director.
The revenues of Sky Radio Group (SRG), virtually all derived from advertising, declined from € 40.2 million to € 39.0 million (-3.0%). Of this amount € 0.1 million was derived from the internet. The key reason for the decline is a decrease in advertising revenues from Radio Veronica due to the decreased listening market share. In addition, lower net prices associated with the Gross Rating Points (GRPs; units of reach) played a role due to the decreased listening density in the radio market. Costs declined by 8.2% due to a one-time release of a pension provision under the IAS 19. SRG’s EBITDA contribution rose slightly.
The net radio advertising market rose from € 227 million to € 233 million (+2.8%; source: Radio Advies Bureau). The collective gross share of spending at SRG dropped from 23.4% to 21.4%. The total reach of the radio medium among the Dutch population aged 10 years and older dropped from 90.8% to 89.6%. The average weekly reach of SRG’s collective radio stations in this target group dropped from an average of 35.0% to 33.3%. With an average market share of 16.8% (2013: 18.9%) over the full year, SRG is the second ranked commercial provider on the radio market in the commercially important target group of individuals aged 20-49 years.
Commercial radio stations have also been broadcasting over DAB+ since 2013. This was part of the agreement negotiated with the government when the FM licenses were extended. The DAB+ modulation was specially developed for reception in a mobile environment, such as trains, boats and cars. The number of DAB+ listeners is still limited, but the number of (mobile) listeners discovering the added value of a DAB+ receiver is steadily increasing. A DAB+ signal requires less bandwidth than FM, as a result of which there is more room for stations and broadcasting costs are low. SRG broadcasts the programmes of Sky Radio, a seasonal Sky Radio programme, Radio Veronica and Classic FM via DAB+.
Sky Radio’s advertising revenues remained stable. Sky Radio’s market share in the commercially important target group of individuals aged 20-49 years rose from 10.0% to 10.3%, while the total reach declined somewhat from 24.5% to 23.5%. The reach is calculated as the 12-month average of the weekly reach in 2014. The weekly reach is the percentage of the total target group that listened at least 15 minutes in a week.
Sky Radio even more specifically focused its music formula and marketing on young listeners in 2014. The radio station’s music composition was optimised for the 20-34 target group, while making an effort to keep the composition within the acceptable boundaries of the existing permanent listeners. The reach in the 20-34 years target group rose. Among women, the market share rose from 12.2% to 14.6% and among men from 6.3% to 6.9%. The Sky Radio Group’s share of spending remained stable.
In addition, Sky Radio launched a number of new online stations, such as Sky Radio Hits, Sky Radio Lounge and Sky Radio 90’s. The introductions of these online stations is consistent with SRG’s strategy to provide additional specific formats on the basis of its brands. This increasingly makes Sky Radio a supplier of ‘curated content’ based on its principal brand. The content composed by professionals distinguishes itself from the online music platforms in which consumers must find their own way. The formats of the online stations are consistent with Sky Radio’s basic format. The additional stations provide excellent additional sales opportunities over time, for example via Sky Radio Christmas, which had an online reach of 60,000 listeners on Christmas Day.
SRG’s channels are at the centre of society and, together with their listeners, like to support charitable causes. Sky Radio for the sixth time organised the Christmas Tree for Charity event. A number of well-know Dutch couples competed for the most beautifully decorated Christmas tree in 2014. The goal: to raise money for their favourite charity.
Radio Veronica has gone through a difficult year. The rejuvenation course set in November 2013, did not have the desired effect. The market share of the target group of individuals aged 20-49 years declined from 8.4% to 6.1% and reach declined from 15.2% to 12.4%, while the share of spending dropped sharply. Advertising revenues declined by 26%, slightly less than the 28% decline in listening figures.
The decline in results and reach in part resulted in the recognition of a significant downward valuation of the intangible assets of the Sky Radio Group.
In November 2014 the Station Director was replaced and a new strategy was initiated. The focus now is on the trusted, familiar value of Radio Veronica, with hits from the 80s and 90s, hit parades and increased accessibility for women. DJ Jeroen van Inkel was recruited. Radio Veronica expects to be able to recover market share especially among the 35-49 years target group.
Radio Veronica, together with the Nationaal Fonds Kinderhulp (National Child Assistance Fund) and VriendenLoterij (Friends Lottery) collected money on the Veronica Ship to provide underprivileged children with presents during Sinterklaas. By voting for the Top 1000 Allertijden (All-time Top 1000) listeners donated € 1 for each child’s wish list making it possible to make over 51,000 children happy with a present from Sinterklaas.
Classic FM focuses on the 50+ niche target group and relatively large numbers of highly educated individuals. A large part of this target group is 65 years of age or older. This demands the creative acquisition of advertising, for example together with partners, and clear profiling. This is why Classic FM will revert even more specifically to the brand’s core, ‘the greatest hits’ of classical music.
Classic FM’s advertising revenues declined by 5.6%. The market share of the 10+ years target group declined from 1.7% to 1.6%. After the summer, stronger emphasis was successfully placed on non-stop music as a result of which the position among listeners was maintained.
With MyRadio, SRG anticipates the increasing need for personal and thematic music choices via the internet. MyRadio listeners can choose from among 39 stations. The music lists are automatically adjusted to the listener’s preferences on the basis of his/her evaluations.
In 2014, the number of listening hours rose by 35% but lagged in-house objectives as did the number of unique listeners and their listening time (in-house figures). Although revenues are still very limited, SRG considers internet radio a very important addition for the future. SRG wants to expand MyRadio to become a key pillar of its digital offer.
In terms of the sale of advertising, SRG collaborates with The Media Exchange (TMX), an independent trading platform on which media firms can buy advertising time from digital radio stations. The selling process is automated and customers can precisely track the success rate of their MyRadio advertising campaigns.
On 8 January 2015, the Trade and Industry Appeals Tribunal (CBb) issued a ruling in the legal proceedings instituted by the Sky Radio Group against the State. The lawsuit pertained to the € 20.4 million fee that the Sky Radio Group is required to pay for the FM licensing permit over the period 2011-2017 for the qualified A2 Lot (‘Radio Veronica’). The CBb ruled in favour of the Sky Radio Group. The ruling is not open to any appeal or objection. In its ruling the CBb declared Sky Radio Group’s appeal to be founded. The permit was upheld.
On the basis of its analyses, acquired advice and deliberations, TMG concludes that the consequences of the CBb ruling are uncertain. It is impossible to produce a reliable estimate of the direct consequences. This uncertainty carries over into the estimation of the future cash flows of Sky Radio Group. Greater clarity concerning the implications of the ruling is expected over the course of 2015.
Increased competition for SRG. Radio 538 and NPO 3 FM remain unabatedly strong and Q-music is profiting from many years of marketing investments, primarily in the 20-34 years target group. In the 35-49 years target group, SRG is experiencing increasing competition from Radio 10, NPO Radio 2 and Q-music, that due to the expansion of its formula increasingly overlaps Sky Radio’s music database. Sky Radio Group consequently is reinforcing its brands. The spearheads are as follows:
If you say Radio Veronica, you say Jeroen van Inkel. A combination of many years of experience at the radio station and a little gut feeling have brought him closer to achieving his mission: "I want to make the station one of the main players in radio land."
Name: Jeroen van Inkel
Brand: Radio Veronica
"Veronica was my favourite radio station from a young age. Why? Because music has always been what matters, like Veronica's Rocknight when you could watch and listen to live performances. I thought to myself, ‘that's where I want to be’. And here I am. From pirate station to A-brand broadcaster; I've grown with Veronica. It was a unique experience seeing such developments close at hand and it certainly gave me a unique relationship with Radio Veronica. It's hardly surprising that I always came 'home' after experimenting with other stations. I feel that strong connection when I say 'welcome to Radio Veronica' to the listeners. It feels like it's meant to be. It’s like putting on your most comfortable sweater.
I want to develop the Radio Veronica brand wherever possible, in terms of its image and market share. The station needs to become one of the main radio players again. That's certainly possible, because Radio Veronica is a sleeping giant with enormous potential. With the right feeling, the brand can evolve properly into a radio station that features some of the best music of the past but with both feet firmly in the present, with the latest news, modern jingles and popular games such as De Stemband.
And the rest is mainly down to gut feeling: what do the listeners want? I have a good feel for that. After 30 years of road-shows, I can still get the audience onto the dance floor, shirtless, within an hour. That’s when I know that I still understand what makes people tick.
Of course it takes time to attract new listeners. Radio is a slow business, But once you've got them, they'll often stay loyal to the station. I love the fact that Radio Veronica gives me the freedom to take a few risks here and there; playing new artists who have yet to make a name for themselves. That too is essential. Listeners want to be surprised.
In my shows, I often fall back on other strong TMG brands, such as the Telesport editors. If I want to interview someone from the sporting world, they have the contacts. The strength of TMG lies in the fact that we can make use of each other's strengths. It also allows us to respond quickly, which you need to do in today's rapid, digital world. You need to keep up. Everybody wants to be a number 1 hit in the end, don't they?
Yet even a music freak like me sometimes enjoys not listening to music. When I’m reading, all I want to hear is the central heating ticking, or ominous film music while I'm working on my thriller novel. Writing is my second passion, which I accidentally discovered while telling stories to my children. I really just like to communicate by whatever means possible. I'm looking to create an oasis of peace in which people feel at home and safe. Just like the comfortable sweater that Radio Veronica symbolises for me."
KMG is one of the largest publishers of puzzle magazines in Europe and operates in France, the Netherlands, Denmark, Sweden, Belgium, Spain and Germany. KMG significantly reduced its costs in 2014, primarily due to the automation of the production of puzzles. Standardisation, especially of the non-language based puzzles, offers new international opportunities for growth. The number of employees (FTEs) declined from 291 to 269 at year-end 2014. In the paper-based puzzle market KMG is faced with the same trends as the publishers of general interest magazines in Europe. The demand for paper products is decreasing in favour of digital products. The decline is reinforced through a drop in the number of sales outlets. KMG offers free apps for most language areas so as to promote the sale of digital puzzles for tablets. This concept as yet is not gaining sufficient momentum. In 2015, KMG will consequently introduce a new strategy for the sale of digital puzzles.
Philip Alberdingk Thijm was appointed as the new Managing Director of KMG effective 1 July 2014. For the last few years Alberdingk Thijm has managed Sky Radio Group (SRG).
The revenues of Keesing Media Group (KMG) rose from € 67.0 million to € 68.1 million (+1.6%). The EBITDA contribution rose by 39.9%, primarily due to a restructuring provision made in 2013 for the closure of the printing plant in France. The largest share of revenues is earned in France (60%) and in the Netherlands (21%).
The volume of the paper-based puzzle market in France declined by approximately 4%. KMG slightly improved its market position with the MegaStar and Sport Cérébral brands, especially due to the growth of the Sport Cérébral brand. MegaStar experienced a great deal of difficulty due to the closure of small distribution outlets, where the brand traditionally has had a strong position. The brands primarily compete with the titles of Guy Hachette and of general interest publishers who generally acquire their puzzles from specialists. KMG wants to strengthen its position in this business-to-business market. KMG in particular achieved cost savings through improvements in efficiency and the closure of the printing plant in Naintré, whereby the printing was shifted to already existing partners. The volume of the puzzle market in the Netherlands dropped by approximately 6%. KMG’s decline was less pronounced, as a result of which its market share rose. In addition to the bestseller Denksport, KMG in the Netherlands carries the brands Win!, Jan Meulendijks and 10 voor Taal. KMG introduced a new brand, Quarks, for the 6-10 years age category. Costs dropped significantly due to the automated production of puzzles.
In Belgium, KMG maintained its strong market position in a slightly declining market. Due to the publication of special additions, revenues rose marginally. The number of unsold titles dropped due to an improved information system. In Denmark and Sweden, KMG focused on reinforcing its position in the business-to-business market. The distribution of titles was integrated into KMG Nederland, which resulted in synergy benefits and a clear reduction in the number of returns. In Spain, KMG significantly expanded the number of titles, which resulted in an improved market position and higher profit. In Germany, the result improved slightly due to a reduction in the number of returns.
KMG exclusively uses PEFC/FSC-certified paper for its publications. This way KMG contributes to sustainable forest management practices. Additional information about the use of sustainable paper by TMG companies is provided in the chapter on Facilitating Services and ICT.
Planned initiatives include:
Facilitating Services and the ICT department fulfil a crucial role within TMG in terms of the cost efficient and flexible set up of the infrastructure required for all core activities, including print, as well as online.
Facilitating Services include the printing plants, distribution, supply chain management, procurement, CSR and the Shared Service Centre. Since its creation in 2013, Facilitating Services has controlled the printing, distribution and shared services from a strategic, tactical and operational perspective. We want to better and more efficiently manage similar internal business operations via the Shared Service Centre. For example, in 2014, cost savings were realised by reconfiguring available office space, releasing leased property and negotiating new contracts with suppliers.
Effective 1 February 2015 Ernst Schot was appointed Director of Facilitating Services. Prior to this Schot worked for a number of organisations including Flextronics Global Services and Software (FGSS) and Intermodal Solutions Veendam.
Costs dropped due to the declining volume in printing plants and circulation, a reduction in the number of employees, lower paper costs and savings in terms of ink and printing plates. Efficiency increased causing production costs per newspaper to decline. New savings were also achieved in the distribution segment due to smarter collaboration.
The importance of ICT for a media company such as TMG continues to increase. While in the past, ICT was primarily responsible for increasing efficiency and providing controls for the back-office, today ICT is of decisive importance in terms of digitising the product portfolio, establishing multimedia relationships with customers and maximising the total reach of TMG media. In 2014, new steps were taken in this respect. By year-end 2014, all TMG brands were prominently present on tablet, smartphone and computer. Our customers, no matter where they may be, have permanent access to the most recent communications put out by our titles.
The extensive reach of the TMG brands produces a lot of customer data. By processing and combining this data the right way, TMG is able to produce unique customer profiles. Registering and tracking customer preferences makes it possible to provide customers with better offers with a greater probability of a positive response. In addition, the analysis of customer data helps us to develop more effective commercial and marketing strategies.
In 2014, an integrated Business Intelligence platform was created to further standardise the provision of information within TMG. The infrastructure and organisation of this platform makes it possible to provide the various TMG business units with the right static and dynamic information.
In 2014, improvements were made to the basic ICT facilities, primarily workstations, infrastructure and the hosting of business applications. TMG is aware of the fact that far-reaching measures are still required to achieve the desired level. The Company considers this to be one of the most important initiatives and spearheads for 2015.
In 2014, work was initiated on the creation of a company-wide ICT Shared Service Centre. With combined and centralised ICT activities, we create scale and knowledge benefits and lower costs. In 2015, this Shared Service Centre will be further expanded. In addition, applications for the primary business processes were renewed. In 2015, this will result in new content management and customer contact management applications. This will result in consistent systems for all national and regional media.
TMG is aware of the importance of privacy-sensitive information of customers, partners and employees. TMG uses databases for and has developed a Personal Information Code of Conduct. Employees are expected to act with due care and to always work in accordance with laws and regulations and in accordance with the Personal Information Code of Conduct. The Code of Conduct is available online. Where possible, a link to TMG’s Privacy Statement is placed on the web pages of TMG’s websites. At the same time, the status of the ICT environment makes TMG vulnerable in the area of data. Effective measures have been established and will continue to be rolled out in 2015 to properly address all of the risks arising from the data legislation.
TMG makes use of its own two in-house printing plants to print its newspapers. The magazines are printed by an external printer. De Telegraaf, Metro and part of the free local papers (distributed door-to-door) are printed by Rotatiedrukkerij Voorburgwal in Amsterdam. A major conversion was completed in November. As a result the printing plant now has 23 printing towers, 7 folding machines and a 100% full-colour printing capacity. In 2014, an investment programme was initiated to further improve efficiency. The emphasis is on the speed of the presses and folding machines, and the efficient start-up of the presses through means of modern camera technology. The Noordholland printing plant in Alkmaar primarily prints the regional dailies, the major portion of the free local papers (distributed door-to-door) and commercial printed matter.
Due to the rapid decrease in the number of printed copies, it was decided to reduce production capacity during 2015.
Rotatiedrukkerij Voorburgwal each year participates in JINC’s Bliksemstage (Flash Internship) Project. JINC helps young people from underprivileged districts make a good start on the job market by providing them with vocational orientation on the shop floor, teaching them (social) skills and giving workshops on entrepreneurship. In 2014, approximately 30 young people were introduced to the Rotatiedrukkerij Voorburgwal. In this programme, they get down to work themselves after a presentation, a tour and a Q&A session.
2014 was the first full year of the distribution partnering with the De Persgroep Nederland. This resulted in a clear reduction in the physical distribution costs per subscriber. Delivery quality furthermore improved in 2014. The number of complaints concerning non-delivery or late delivery declined from 2.6 per thousand in 2013 to 2.4 per thousand in 2014 (-7.7%).
Raw materials and residual materials are a strategic theme in TMG’s CSR policy. TMG aims for the efficient and sustainable use of raw materials, a reduction in residual materials, and the reuse of residual materials.
The printing of newspapers, magazines and puzzle booklets to a large extent is responsible for TMG’s direct, business operations-related environmental impact. In addition, TMG is aware that the indirect environmental impact is much greater than its direct impact due to the quantity of water, fuel and energy required for the production of the newsprint it purchases. In 2014, this was a key area of attention in discussion with paper suppliers. TMG aims to use certified newsprint originating from sustainably managed forests, and where possible recycled paper.
Since 2014, we have asked suppliers to specify the actual percentage of recycled fibres used on the invoices of the paper they deliver. In the past we used the presence or lack of DIP (Deinked Pulp) in paper production as the indicator for this purpose. The new methodology produces more reliable data concerning the actual quantity of recycled paper used by us. In 2014, this was at least 23%.
TMG currently considers the use of sustainable paper, paper efficiency and ink efficiency as material CSR aspects for its raw materials. More efficient use of paper and ink reduces the negative impact on the environment, due to transport as well as production. Furthermore, it saves costs. In 2015, performance indicators (KPIs) and objectives will be refined and adopted for this purpose. The KPI for sustainable paper has been in use for some years.
Strategic CSR Theme
Raw Materials and Residual Materials
Purchased Certified Paper
Within TMG there are various residual material flows originating from in-house production processes and buildings. In 2014, the key flows of residual materials were as follows:
In 2014, a new survey and categorisation of waste materials was conducted to enable us to better anticipate reuse, as well as circular use. As a result of this initiative 1,400 kilotons of additional residual materials was identified. This primarily concerns old iron (1,000 kilotons), used printing plates (300 kilotons) and liquid residual materials (100 kilotons). Without these additional residual flows, the volume of residual materials declined from 8,393 kilotons in 2013 to 6,256 kilotons in 2014 (-25.5%). Including the additional residual flows, the volume of residual materials was 7,653 kilotons in 2014; a decline of 8.8%. The December volumes are estimated figures. At 71%, paper continued to be the largest residual flow. This primarily consists of the paper consumed in the set-up of printing presses. The printing plates are manufactured such that the aluminium of used printing plates can be fully reused by suppliers. TMG’s aim is to offer as much waste as possible for recycling. In 2014, the supplier recycled 100% of the printing plates and 97% of the residual paper, which is collected separately. Of the liquid residual materials, 76% was recycled into water, fuel and residue incinerated in special plants. A minimum of 25% of the remaining residual materials was recycled.
In 2014, a number of performance indicators (KPIs) was developed to safeguard the current material CSR aspects, the reduction of residual materials and the reuse of residual materials. These will be refined and adopted in 2015.
A considerable quantity of energy is consumed in the manufacture and transport of TMG’s products and (online) services. This consumption has an environmental impact. In the data shown below, the December 2014 figures are estimated figures.
The Dutch government has negotiated a long-term agreement on energy efficiency (MJA) with a large number of sectors concerning energy efficiency improvements. At the end of 2012, the graphics sector also joined the MJA3, which runs until 2020. TMG has prepared an Energy Efficiency Plan (EEP) for the Amsterdam and Alkmaar campuses in this context. This plan targets a cumulative reduction in energy consumption over the period 2013-2016 of 8%. In 2014 new EEP measures contributed to a lower energy consumption. The energy savings have been converted into savings in the use of primary fuels. In Amsterdam, the calculated consumption declined by 7.66% and in Alkmaar by 3.27% in comparison to 2012. In Alkmaar, the cumulative 4% objective was not achieved because investments with a payback period of more than 20 years were not implemented. TMG’s total energy consumption (gas and electricity) declined by 23% compared to 2013, primarily due to fewer employees, reduced production in the printing plants, the disposal of a printing plant in France and the mild winter.
TMG aims for sustainable electricity through means of the purchase of Certificates of Origin (CoOs) issued by CertiQ, which was created by the government for the purpose of certifying sustainable energy. In 2014, 96.7% of the total electricity consumed was certified sustainable compared to 90.9% in 2013.
In 2010 TMG set the objective of reducing CO2 emissions by 40% in three to five years. In comparison to 2010, the CO2 reduction is currently 71% (excluding the printing plant in France). In the year under review, total CO2 emissions declined from 15,739 kilotons (2013) to 8,740 kilotons (-44%), in particular due to the closure of KMG’s printing plant in France in the second quarter. Excluding this printing plant, emissions declined from 11,764 kilotons in 2013 to 7,634 kilotons in 2014 (-35%), primarily due to the increased wind power and less energy produced from biomass. As a result, electricity consumption-related CO2 emissions declined by 94%. CO2 emissions from the consumption of natural gas declined by 23% in part due to the mild winter. Fuel-related and air travel-related CO2 emissions rose somewhat, particularly due to an increased number of business flights and because KMG’s car fleet was added to the measurements.
Printing presses consume an inordinate amount of electricity. The significant greening and savings of electricity consequently automatically increases the share of transport-related CO2 emissions.
CO2 emission graphs by type and function, excluding the printing plant in France.
Aside from electricity, natural gas and fuel, TMG consumes indirect fuel for transport related to distribution, commuting and business flights. TMG aims to optimise its routes in support of its distribution activities and to combine transport, in part by partnering with other daily newspaper publishers. TMG limits the environmental impact of lease cars by making the choice of A, B or C environmental labels mandatory and setting a maximum CO2 upper limit for each label. In the lowest category the maximum CO2 emission for petrol and diesel is 115 and 100 grams respectively, in the highest category it is 175 and 135 grams respectively. In 2014, all lease car drivers received driving proficiency training and regular safety and damage avoidance tips. The lease car fleet declined by 48 cars in 2014. TMG this year took part in the Low Car Diet; a one-month promotion and contest organised by the Dutch National Railways (NS) and the Urgenda Foundation to promote sustainable mobility in companies and organisations. 1,150 employees in 100 companies participated. The team of 11 TMG employees won the competition by travelling 60% more sustainable kilometres.
In 2014 the CO2 emissions of KMG’s car park were included in the figures for the first time. Excluding KMG, the CO2 emission of the lease car fleet dropped by 10%. This reduction is primarily due to the driving proficiency training and a decrease in the number of lease cars.
TMG reports the direct impact of the CO2 emissions of office buildings, printing plants and in-house managed transportation (scopes 1 and 2) and the indirect impact of CO2 emissions from business travel by air (scope 3) in accordance with the Greenhouse Gas Protocol guidelines (www.ghgprotocol.org).
Up to and including 2013, TMG reported in accordance with the CO2 emission factors of the Independent Foundation for Climate-Friendly Procurement and Business (SKAO). To improve the transparency and the comparison of CO2 emission data among companies, the SKAO, together with Stichting Stimular, Connekt, Milieu Centraal and the Dutch Government, prepared a standard list with a clear explanation of the underlying principles. This list is available at CO2emissiefactoren.nl. Effective from 2014, TMG will apply the CO2emissiefactoren.nl data for the purpose of calculating the CO2 emissions. To provide transparency in terms of comparisons with previous years, the CO2 figures for previous years in the current report have been adjusted in accordance with the CO2emissiefactoren.nl list.
Within the strategic energy efficiency CSR theme, four material CSR aspects were of importance to TMG over the past four years: CO2 reduction (GHG Scopes 1 & 2), sustainable distribution kilometres, reduction in digital environmental impact and reduction in energy consumption. In 2014, provisional performance indicators (KPIs) were developed for this purpose. In 2015, these objectives will in part be established on the basis of a stakeholder’s dialogue.
Strategic CSR Theme
Reduction of CO2 Emissions
In 2010: Cumulatively reduce annual CO2 emissions by at least 40% in 3-5 years.
compared to 2010
compared to 2010
compared to 2010
Reduction in Energy Consumption
2012: minimum of 8% in energy savings over 2013-2016 (annual average of 2%) for Amsterdam Campus.
R2012: minimum of 8% in energy savings over 2013-2016 (annual average of 2%) for Amsterdam Campus.
TMG also aims to reduce the negative impact on people and the environment via partnerships and a sustainable approach to the supply chain. Sustainable purchasing plays a key role in this. TMG has a code of conduct for suppliers with conditions related to the environment, working conditions and employee rights. This code is standardly included in the conditions of the Group Purchase department. At year-end 2014, just as in 2013, 67% of centrally contracted suppliers had signed the code of conduct or confirmed adherence to an equivalent code of conduct. For additional information about the code of conduct visit http://www.tmg.nl/sites/default/files/Gedragscode-voor-Leveranciers-TMG-2-0.pdf. In addition to the code of conduct, Group Purchasing also uses other relevant CSR aspects for relevant purchasing needs included in RFPs (extensive proposals) as decision criteria.
TMG also includes the Total Cost of Ownership in its purchasing calculations. This encourages suppliers to keep the energy consumption of their services or products as low as possible, for example. Additional effort was expended on the reuse of raw materials in 2014. An example of this is the reuse of wax cloth rollers. By removing the plastic cores from wax cloth rollers used in printing plants and collecting them separately they can now be reused. After the wax cloth has been removed a new innovative cloth is attached to the plastic core. TMG shared its knowledge about the waxing process with the supplier, so that the supplier was able to supply a modified product with the most effective waxing agent and greater length on the wax rollers, among other things. In addition to reduced environmental impact within the supply chain, this project also resulted in considerable cost savings.
Supply chain partnerships and sustainable purchasing are two material CSR aspects that were important to TMG in the year under review in the context of the strategic CSR theme Partnerships and Sustainable Supply Chain Approach. Signature of the code of conduct has been used as a KPI for sustainable purchasing for some years. In 2014, an elaborate set of KPIs was developed for this strategic CSR theme. These will be refined and adopted in 2015.
The key market trend for TMG, and also for Facilitating Services and ICT, is the shift in media consumption from print to digital. ICT is crucial to broaden and deepen relationships with existing consumers and to build up new relationships. We are improving the systems and support the customer contact centres so we can be more effective. For the printing plants and physical distribution, the shift from print to digital especially means that:
ICT-related work is underway in the following areas:
In terms of the impact on people and the environment, these market trends mean that:
In recent years, VROUW has grown from a fortnightly page in De Telegraaf into a brand with its own image. With a magazine, a glossy, an online environment, workshops, girlfriends’ weekend and concerts, brand manager Klaar Bavinck has developed this spearhead into a popular media platform.
Name: Klaar Bavinck
Position: brand manager
"The VROUW mission is to give women someone to talk to. We do so using subjects such as relationships, psyche, fashion, beauty and food, preferably with a link to current affairs. All the things that I enjoy discussing with girlfriends. VROUW began as a page in De Telegraaf but we want to develop it into a brand, whose own strength makes it part of women's daily routines. Look at TMG brands such as Privé, Sky Radio and of course De Telegraaf itself, they're all large national media brands that consumers consciously choose. That's where we want to put VROUW.
It all takes time, research, innovation and consultation with colleagues. And I'm pleased to dive in because innovation, improvement and learning are my driving factors. I learn the most from colleagues. There are so many different people working at TMG: in the editorial office, in sales, business development, etc. By working intensively with colleagues from various disciplines, I can learn from their experience, knowledge and background. It's this inspiration that helps me continue to innovate VROUW.
Two years ago, we launched a magazine called VROUW Glossy. The first issue was sold out within a week. We now produce six issues per year. In the past year, we've also had success with VROUW Café, a workshop or presentation for 120 women. Another milestone is VROUW in concert: a live performance by a popular artist for 5,000 women. We began with Jan Smit, followed by Nick and Simon. There are plenty more big names on our wish list. Luckily, successful performing artists are easier to approach thanks to the TMG name.
We organise all kinds of other activities during these concerts. While Jan Smit is performing in the main auditorium, the women can wander around the stands and get their nails varnished, for example. That's proof enough: our visitors don't just come for the performance, but also for VROUW and the total picture it offers. We organise it all in-house and I'm proud of that. It's the best bit of being part of such an impressive media concern as TMG. You can think big. Developing our brand into an established, cross-media platform really energises me! Women will naturally turn to our platform for their daily dose of information and entertainment."
TMG aims to be among the best employers in the media market by creating a healthy working climate in which performance, collaboration and the sustainable development of employees and competencies are key.
Continued adjustments to the organisation structure and competencies are essential to be able to anticipate changing market conditions. The development and advancement of employees was not sufficiently emphasised. As part of the TMG-wide change management programme initiated at the end of 2014, TMG in 2015 and beyond will invest in employee development in support of the sustainable development of talent, leadership and competencies. This way we also create better prospects for the inflow of the new competencies required to be able to anticipate the changing market. For example, the outline for leadership and cultural programmes for the Top 100 have now been developed, greater attention will be focused on the development of internal networks such as the Young TMG programme and talented employees will be involved in innovative projects. The dedication, competencies and performance of our people are crucial to the success of TMG.
Employees make competencies available to TMG for the purpose of achieving business objectives and are given opportunities within TMG to (further) develop competencies to ensure their sustainable employability internal and/or external to TMG.
The sustainable employability of employees requires continuous schooling and training (vocational and skills). This enables employees to continue to develop themselves and to perform to the best of their ability. Examples of internal training include Basic Sales Training, Situational Management and Performance Management. In 2014 € 1.1 million was spent on schooling and training (2013: € 1.0 million). This figure is expected to (substantially) increase over the coming years.
A healthy and safe working environment is also inextricably linked to sustainable employability. TMG’s health policy is focused on preventing illness and disability, and providing optimal support during reintegration. Absence due to illness rose from 3.5% in 2013 to 3.9% in 2014 (exclusive of KMG abroad and GroupDeal). This is largely due to a number of employees on long-term sick leave. The number of company accidents involving absence declined from 13 in 2013 to 1 in 2014.
TMG aims for a personnel complement that to an important extent is a reflection of the composition of the Dutch population. This has not (yet) proven to be feasible in actual practice up until now; few employees from other cultures are employed within TMG. In the context of the Participation Act, companies must provide employees with limited access to the job market an opportunity to acquire work experience. This aspect as well has not been properly emphasised up until now. In 2015, TMG will develop an appropriate policy for this purpose. The male/female ratio (61%/39%) remained unchanged in 2014. Virtually only men work in the printing plants (96%). Excluding the printing plants the male/female ratio was 56%/44% in 2014. The male/female ratio of employees in senior positions was 78%/22%. The average age is relatively high.
The negotiations on the CLA for the Publishing Business (formerly 2013 Framework CLA) were continued at the beginning of 2014. After a difficult negotiating process between employers and trade unions, agreement in principle was reached at the beginning of October concerning a new CLA effective 1 January 2015. This CLA replaces the Newspaper Publishers CLA, the Newspaper Journalists CLA, the Book and Magazine Publishers CLA, the General Interest Magazine and Opinion Magazine Journalists CLA and the Trade Journal Journalists CLA. At the beginning of 2015, the details of the main principles of the new CLA will be defined by the CLA parties and the transition provisions will be agreed for the transition from the existing CLAs to the Publishing Business CLA.
The existing CLAs have been extended up to and including 31 December 2014. All of the six CLAs include a provision for a structural wage increase of 1% retroactive to 1 January 2014. In addition, a one-time 0.5% payment was agreed upon that was paid in January 2015.
As of 1 January 2015, the Free Local Papers Journalists CLA is not yet consistent with the Publishing Business CLA. It is not clear whether this will happen at a later stage. The Free Local Papers Journalists CLA expired on 31 March 2014. Negotiations concerning an extension of the existing CLA started at the end of 2014, but there is as yet no agreement. Negotiations concerning the extension and modernisation of the Graphics Media CLA are still ongoing.
In total, 1,709 TMG employees are covered by a CLA.
The Excessive Salaries Accord (freezing salaries above 110% of the salary range) that TMG negotiated with the Central Works Council in 2010 and that was implemented for journalists in 2013 is definitively legally valid. In March 2014, the Amsterdam District Court dismissed an Appeal filed by the FNV Kiem and CNV trade unions against the Accord. The trade unions waived the possibility of filing an appeal in cassation.
In 2014, TMG initiated negotiations with the Central Works Council’s Pension Committee concerning a new pension scheme. The subject is complex and requires careful decision-making. It was therefore decided to set the implementation date for the new pension scheme to 1 January 2016. The contract with the Telegraaf Pension Fund expires on that date as well. The parties will resume negotiations on this at the beginning of 2015. On 1 January 2015, the pension contract with an external insurance company for 14 employees of the Sky Radio Group expired and these employees have been included in the Telegraaf Pension fund.
TMG aims for flexible terms and conditions of employment. The objective is to achieve consistency with the Publishing Business CLA’s personal options budget. The options budget is still to be worked out in further detail by the CLA parties.
In April 2014, TMG and the trade unions reached agreement on a new Social Plan for TMG. It was agreed that the existing Social Plan would continue to apply until 1 July 2014 to the currently ongoing reorganisations. The existing Social Plan will also apply to the reorganisation of Holland Media Combinatie announced at the time. The new Social Plan expires on 30 June 2015 and applies group-wide.
Employees who are declared redundant, among other things, are provided with a job market analysis and have the choice of various arrangements, including placement services via selected placement agencies, laid down in the Social Plan.
As in 2013, the Central Works Council was involved in a change in executive management at TMG in 2014. The new Executive Board took drastic measures. A number of employees, including a number of familiar TMG faces left the company and the staff departments were partially restructured.
In 2014, the Central Works Council regularly exchanged ideas with the Executive Board concerning the direction TMG wants to take. In addition, there were regular meetings with the delegated supervisory director.
The Central Works Council was critical where necessary. The Central Works Council tackled several issues, including two major long-term dossiers: the planned review of the pension scheme, including its possible transfer to a pension insurer, and the restructuring of the ICT organisation. A Pension Committee and an ICT Committee were created for this purpose. They regularly met with the Executive Board on behalf of the Central Works Council. These meetings will be continued in 2015. In addition, the Central Works Council focused on matters such as optimising security, the design of Facilitating Services’ legal structure and the Supervisory Board’s proposed Executive Board remuneration policy.
In part based on the refined strategy and reorganisation announced at the end of 2014, the Central Works Council expects that 2015 will not be an easy year for TMG. The Central Works Council will critically monitor the measures, including a further decrease in the number of employees. The Central Works Council is entirely in agreement with the Executive Board that any changes must devote more attention to the development of employee competencies. The Central Works Council supports the notion of a profitable and innovative company in which employees are given an opportunity to develop.
The effective management of risks is essential to achieving the Company’s objectives and strategy. Risk management is an integral part of TMG’s day-to-day management. TMG’s internal risk management and control system is focused on creating increased risk awareness within the organisation and on gaining insight into and controlling business risks.
The internal risk management and control system is described in TMG’s Risk Management Policy. TMG’s objective in this respect is to identify, evaluate and manage the events (opportunities and threats) that can affect the realisation of the Company’s strategy and objectives.
TMG’s internal risk management and control system adheres to the well-known COSO Enterprise Risk Management Framework (COSO ERM), and makes a distinction between strategic, operational, financial and compliance risks.
Focused on achieving strategic objectives
Focused on achieving operational objectives, including process effectiveness and efficiency
Focused on managing the guidelines pertaining to the financial statements
Focused on managing compliance guidelines and legislation
Each year strategic risk management workshops are conducted with Management Teams, departments and the Executive Board.
A number of risk self-assessments of TMG’s primary and secondary processes is conducted each year. The process managers twice a year update the risk control matrices that contain the risks, control measures and actions. In addition, they conduct semi-annual audits to determine whether the control measures are effective.
The audits conducted by the process managers every six months are, among other things, focused on testing the control measures concerning the most important items in the financial statements.
The Compliance Officer is responsible for policies focused on compliance with laws and regulations. Changes in laws and regulations and amended policies are regularly discussed with the Management Teams and are communicated to employees.
The management of risks is a continuous process and forms part of TMG’s planning & control cycle. The risk management and control system falls under the supervision of the Audit Committee. The most important risks and risk management progress are periodically reported and discussed with the Executive Board and the Supervisory Board’s Audit Committee. This forms the basis for reporting to the Supervisory Board.
TMG each year evaluates its internal risk management and control system. This evaluation is combined with the findings of the external auditor. The conclusion is that the rapid pace of change in the market in which TMG operates – migration from print to digital – and the multiple changes in the internal organisation in recent years have resulted in a failure to adjust a large number of processes and systems. This is why in 2014 TMG made a start on a number of measures concerning the risk management and control system:
Year 1: Risk Self-assessment
Mitigating measures were identified for the most important risks for 2014. The risks are subdivided into strategic, operational, financial and compliance risks. Part of the planned measures have been implemented. The measures were partially adjusted on the basis of the refined strategic direction.
The inability to offset the declining return related to traditional activities (on advertising and subscription sources of income) on a timely basis by organic (growing) digital activities.
In 2014, TMG foresaw a further decline in advertising and subscription revenues. In the digital arena, TMG is experiencing success with automated trading. Revenues are rising and TMG is a front runner in the market in terms of the automated trading of advertising space. In addition, premium content has been introduced to the market.
The Company’s focus, more clearly than ever before, will be on its key brands, the development of distinctive editorial content and consequently on reinforcing the core business. The key brands are De Telegraaf, DFT, Telesport, Metro, Autovisie, Privé, VROUW, the regional dailies – such as Noordhollands Dagblad en Haarlems Dagblad – Radio Veronica, Classic FM and Sky Radio.
Insufficient capacity to develop new profitable business models for journalistic content and online propositions.
TMG must ensure that it develops medium-type-independent (new) products, platforms and concepts associated with the brand. TMG has implemented a number of content-related innovations. For example, in 2014, De Telegraaf migrated to tabloid and initiated the digital Sunday newspaper. The DFT brand has launched the DFT evening edition and in December organised its 100th online DFT seminar. Video and mobile are increasingly used to convey content.
Retaining and attracting properly qualified personnel with entrepreneurial competencies.
Insufficient capacity to retain or attract the right employees.
TMG offers employees the opportunity to develop creative ideas, for example through means of organising idea sessions, network meetings and lectures. Young TMG does this for young talented employees.
Insufficient capacity to further optimise complex business processes.
The continued automation and standardisation of processes did not progress sufficiently in 2014. A number of projects was recalibrated, and their scope was adjusted in 2014. The projects include a focus on increased collaboration among business units. The projects initiated in 2014 have been grouped into a centrally managed change management programme. These projects are now being implemented on an accelerated basis. The content management system will be replaced, making it easier to serve multiple platforms. Additional automated controls will be implemented within the advertising system, resulting in a more effective and efficient process. The invoicing system that forms part of the circulation process will be redesigned. Specific attention will be devoted to the implementation of additional automated controls as part of the redesign of processes and systems.
The insufficient ability to guarantee a stable ICT environment in terms of the continuity of business operations in the context of the ICT Transformation.
The ICT organisation was restructured in 2014, for example by creating the ICT Shared Service Centre. A start has been made on the further centralisation of ICT activities. Key areas of attention in this respect are the reallocation of duties/responsibilities and authorities, the continued rationalisation of applications and systems, and the standardisation of ICT processes.
Insufficient capacity to manage the outstanding receivables within the current economic climate.
Outstanding receivables are carefully monitored. Customers are more critically assessed in terms of their financial position. Regular debtor meetings are taking place during which key ratios are managed. The DSO has been shortened by 10 days. A separate treasury function was set up at the end of 2014.
Insufficient capacity to manage data quality within the applicable laws and regulations.
In 2014, Legal Affairs held four information sessions concerning data legislation. The risks pursuant to the data legislation were subsequently identified. Attention was devoted to topics such as the cookie legislation and the privacy legislation. Specific attention will also be devoted to the data legislation-related risks in 2015.
TMG has identified its key risks for 2015, taking the continuously changing media environment, economic trends and the changing job market into account. The risks are subdivided into strategic, operational, financial and compliance risks.
Insufficient ability to generate the required cultural change, norms & values and management quality.
A TMG-wide change management programme was initiated at the end of 2014. The programme, among other things, comprises a culture and integrity programme that devotes attention to the way in which, and on the basis of which norms and values, we want to work together.
The TMG Change Management Programme focuses on all employees. The leadership and talent development programmes that have been initiated are a key component of this programme. The ‘tone at the top’ is essential. In addition, the programme will also focus on our external business relations, for example, in terms of sustainability.
Ability to Respond to Market Trends
Insufficient ability to respond properly (timely and to a sufficient degree) to market trends.
TMG has to respond more effectively to market trends. The Company’s focus, more clearly than ever before, will be on its key brands, the development of distinctive editorial content and consequently on reinforcing the core business. The key brands are De Telegraaf, DFT, Telesport, Metro, Autovisie, Privé, VROUW, the regional dailies – such as Noordhollands Dagblad en Haarlems Dagblad – Radio Veronica, Classic FM and Sky Radio.
Digital initiatives that do not form part of the key brands and the printing plants will not form part of the core business. For each business unit that does not form part of the core activities, a future scenario will be developed whereby partnering with other parties is among the possibilities.
The organisation structure will be adjusted in 2015, to transform TMG from a functional to more of a brand-oriented organisation. TMG’s customers are the centre, whereby editors, circulation and commerce work directly with each other in teams in order to meet customer needs. A flat organisation in which employees have the same objectives for each brand/product makes it possible to respond faster to changes in the market. Entrepreneurship is more actively encouraged in part by giving employees more responsibility. A more functional, centrally managed model is expected to be applicable to support services.
Capitalising on Data
The insufficient ability to capitalise on consumer and customer data.
TMG has a large quantity of consumer and customer data at its disposal. In 2015, TMG will further analyse this data and classify it by value. The improved ability to predict behaviour means that TMG can better serve its consumers and customers. In addition, TMG can use the data as a better source of learning enabling it to further optimise its products and processes.
Stability of the ICT Environment
The insufficient ability to guarantee an unambiguous and stable ICT environment in terms of the continuity of business operations.
In 2015, ICT will continue to be further centralised, including the standardisation of the ICT processes and the further rationalisation of applications. Aside from the continued implementation of the editorial system initiated in 2014, the advertising and circulation ICT landscape will be further optimised in 2015. This will include the further standardisation and automation of controls. In 2015, the office automation will be replaced. The ICT-in-control programme will be implemented in 2015. This programme devotes specific attention to the continuity of business operations.
While the above-referenced measures have a high priority, TMG cannot guarantee that measures will immediately produce the targeted result.
The insufficient ability to implement new (ICT) applications at the frontend of the Company
The further digitisation of propositions for TMG’s customers requires considerable ICT effort. In order to implement this, the decentralised operating ICT units will be centralised and structured and project-oriented initiatives will be undertaken in this area under centralised control.
Market, credit, liquidity, foreign exchange and interest rate risks.
For a more detailed description and quantification of the above-mentioned financial risks and the management of these risks, see Note 31 in the consolidated Financial Statements.
Insufficient capacity to manage data quality within the applicable laws and regulations.
The risks related to data legislation will be explicitly incorporated into the improvement actions related to capitalising on data.
The Executive Board is aware that it is not possible for any risk management and control system to provide an absolute guarantee for achieving the enterprise’s objective, nor can this system prevent errors, fraud or violations of laws and regulations.
Internal Audit as well as the external auditor have made important observations throughout 2014 concerning the status of TMG’s internal control environment. Particularly in the area of the ICT environment there are issues. The Executive Board acknowledges the observations made by Internal Audit and the auditor. A number of general IT controls within TMG are currently insufficient, as a result of which alternative – primarily manual – controls for the time being have been implemented in combination with additional data-oriented audits by the auditor.
To carry out its activities in 2014, the external auditor carried out a significant amount of additional work (assessment of manual detective control measures instead of more preventive and automated control measures). The above-referenced process and system projects will devote explicit attention to this in 2015.
TMG´s Executive Board is responsible for monitoring the internal risk management and internal control systems. In the chapter on Risk Management in the Annual Report, the Executive Board describes how it has structured the supervision and monitoring system, as well as which measures it has implemented pursuant to its annual evaluation. The evaluation of the Executive Board and the findings of Internal Audit and the external auditors are regularly discussed with the Audit Committee in the presence of Internal Audit and the external auditor. The Supervisory Board is kept informed of these discussions.
The findings of the Internal Audit and the external auditor during 2014 have resulted in the observation that the risk management and internal control system no longer performed as required. Shortcomings were observed in terms of the ICT environment, with the further observation that the automated controls for some components are lacking. The Company has implemented alternative – primarily manual – controls. Furthermore, additional data-oriented audits were performed. Furthermore, specific attention was devoted to risk awareness at the top of the organisation through means of a workshop attended by the full membership of the Supervisory Board.
The Executive Board is of the opinion that in accordance with Best Practice Provision II.1.5 of the Corporate Governance Code, the internal risk management and control systems – with due consideration to the above-referenced observations (alternative, primarily manual, controls with additional data-oriented audits) – provide a reasonable degree of assurance that the financial reporting does not contain any material misstatements and that the risk management and control systems – with due consideration to the above-referenced observations – functioned as expected during the reporting year.
In compliance with Section 5:25c subsection 2c of the Financial Supervision Act (Wft), the Executive Board declares that:
Amsterdam, 10 March 2015
Executive Board, Telegraaf Media Groep N.V.
Geert-Jan van der Snoek - CEO
Leo Epskamp - CFO
Telegraaf Media Groep (TMG) has a so-called two-tier Board that comprises the Executive Board and the Supervisory Board. The Executive Board and the Supervisory Board are responsible for the Company’s corporate governance structure. This chapter provides an overview of the corporate governance structure. The Executive Board and the Supervisory Board endorse the principles of the Dutch Corporate Governance Code (the Code).
The so-called Corporate Governance statement, including TMG’s comprehensive ‘comply or explain’ summary concerning the Code, is available at www.tmg.nl. Explanation of deviations from the Corporate Governance Code:
Principle II.2.13 f, g, h In relation to the variable short-term remuneration, the Supervisory Board has made use of its discretionary powers to grant Mr Van der Snoek (CEO) a variable remuneration of € 60,000 for 2014 and Mr Epskamp (CFO) a variable remuneration of € 35,000 for 2014. The variable remuneration was not linked to the achievement of performance criteria, due to the fact that Mr Van der Snoek joined the Company halfway through the year and Mr Epskamp joined on 1 September 2014. Effective from 2015 this will be the case, however. Furthermore, when Messrs Van der Snoek and Epskamp joined the Company, clear agreements were established about the areas on which they would first focus their attention.
Principle IV.1 TMG does not allow shareholders to vote remotely in the General Meeting of Shareholders. In principle, shareholders should attend the meeting in order to be able to discuss matters with other shareholders present and so form an opinion.
Best practice provision IV.2.8 It is possible for the management of the Trust Office to issue voting proxies to depositary receipt holders, even during times of war. The practice of binding voting instructions from a depositary receipt holder to the management is not supported, as the Board is of the opinion that those wishing to vote ought to be present at the general meeting of shareholders. Holders of depositary receipts can freely convert their depositary receipts into shares in order to obtain voting rights.
Best practice provision IV.3.1 This provision is not adhered to when it regards presentations to individual (institutional) investors. These cannot be viewed via webcasts. However, group presentations can be viewed via webcasts (www.tmg.nl). After they have been given, group presentations will be posted on the Group’s website.
Best practice provision IV.3.9 TMG is a statutory two-tier entity. The Executive Board is appointed by the Supervisory Board. The Supervisory Board notifies the shareholders of a proposed appointment.
Article 10 of the Takeover Directive/Article 10 of the Takeover Directive decision. For additional information on this subject visit www.tmg.nl, under the section Corporate Governance.
For a summary of the defensive measures see Other Information, 6 TMG Preference Shares Trust and TMG Priority Share Management Trust in Other Information.
The Executive Board is appointed by the Supervisory Board. The General Meeting of Shareholders is informed of any planned appointments. The Supervisory Board generally cannot dismiss a member of the Executive Board before the general meeting of shareholders has been consulted about the planned dismissal and the member of the Executive Board has been given the opportunity to answer to the General Meeting of Shareholders.
Subject to the provisions of the articles of association, the Executive Board is responsible for the management of the company, which includes responsibility for the realisation of the company’s objectives, strategy and policy, and the developments of the result arising from this. The Executive Board may comprise one or more members. The number of members is determined by the holders of priority shares. The current Executive Board comprises Geert-Jan van der Snoek, Chairman (CEO), and Leo Epskamp, Financial Director (CFO).
The members of the Executive Board of Telegraaf Media Groep N.V. are employed on the basis of a four-year engagement contract (in accordance with the Code’s provisions), that can be terminated early by either party. They are appointed as statutory directors of Telegraaf Media Groep for coinciding four-year periods.
For newly appointed members to the Executive Board a three-month period of notice applies in the event of the early termination of the engagement contract by the Executive Board member him/herself. A three-month period of notice also applies to the early termination of the engagement contract by Telegraaf Media Groep N.V. The engagement contract each time terminates by operation of law upon the expiry of the four-year period specified under Best Practice Provision II.1. At least six months prior to the expiry of the above-referenced four-year term, Telegraaf Media Groep N.V. shall inform the Executive Board member by e-mail or in some other written form as to whether or not the engagement contract will be continued after the expiry of the four-year period. In the event that such notice is not provided, the condition that applies is that the engagement contract will not be continued after the expiry of the four-year period.
The Supervisory Board supervises the Executive Board’s policies and the general course of affairs of the company. Furthermore, the Supervisory Board assists the Executive Board with advice, at the request of the Executive Board, as well as on its own initiative.
Members of the Supervisory Board are appointed by the General Meeting of Shareholders on the recommendation of the Supervisory Board. The General Meeting of Shareholders and the Works Council can recommend persons for nomination to the Supervisory Board. The Central Works Council has a so-called strengthened right of recommendation for a third of the members on the Supervisory Board.
The Supervisory Board comprises at least three natural persons who are appointed by the General Meeting of Shareholders on the recommendation of the Supervisory Board. The recommendations are based on a publicly available profile prepared by the Supervisory Board concerning its size and composition. The nature of the company, its activities and the desired expertise and background of the supervisory directors is taken into account in this respect. For a third of the number of supervisory directors the condition that applies is that the Supervisory Board shall place a person recommended by the Central Works Council on the list of nominations, unless the Supervisory Board objects to such nomination pursuant to law.
The number of supervisory board memberships of each Supervisory Board member is legally limited and cannot be more than five, whereby the chairmanship of a supervisory board counts double. This number of five pertains to so-called large companies domiciled in the Netherlands. Membership on the Supervisory Board or the Executive Board of a foreign company does not count in this number.
In its current form, the Supervisory Board comprises five persons and consists of Mr Michiel A.M. Boersma, Ms Annelies G. van den Belt, Ms Simone G. Brummelhuis, Mr Jan J. Nooitgedagt and Mr Guus A.R. van Puijenbroek.
The AGM is held at least once a year. The AGM’s agenda at a minimum shall include the Annual Report, the adoption of the Financial Statements, the dividend policy and the policy on reserves, and a proposal concerning the appropriation of profit. In addition, the meeting will vote on granting discharge to the members of the Executive Board and to the members of the Supervisory Board. Shareholders or holders of depositary receipts for shares that represent at least one percent or a value of at least € 50 million or more can request that an item be added to the agenda in writing.
The AGM can take a decision to amend the Articles of Association with a simple majority based on a proposal submitted by the holders of the priority shares.
The AGM can appoint the holders of priority shares as the competent body authorised to issue shares. In the AGM of 24 April 2014, the holders of priority shares were appointed as the competent body authorised, with the exception of pre-emptive rights, to issue shares, including the granting of rights to acquire ordinary shares. This authority is granted until 1 July 2016 and covers all unissued ordinary shares up to a maximum of half of the authorised capital, now or at some time in the future.
Own shares can only be purchased if the AGM has authorised the Executive Board accordingly with due consideration to the provisions contained in the articles of association. The AGM of 24 April 2014, authorised the Executive Board to purchase its own shares or depositary receipts for shares listed on the stock exchange or otherwise for a period of eighteen months. The authorisation is limited to at most one tenth of the issued share capital on the date of the AGM in 2014 (24 April), at a price not lower than the nominal value and not higher than 10% above the average closing prices of the depositary receipts for ordinary shares published in the NYSE Euronext’s Daily Official List during the five consecutive days prior to the date of purchase.
This year TMG took a first step towards integrated reporting. This report covers the ambition, vision, strategy and policy related to TMG’s performance and sustainable development. The report covers the activities related to this over the period 1 January 2014 up to and including 31 December 2014.
All TMG business units in the Netherlands and abroad fall within the scope and boundaries of this report. For the scope of the financial performance, see the explanatory notes to the consolidated financial statements. In terms of the non-financial performance, TMG only reports on the business units in which it holds an interest of more than 50%. These data furthermore do not pertain to any stakeholders in the supply chain, such as customers or suppliers, for example. In the first quarter of the reporting period, MegaStar’s printing plant in France was closed. Aside from this there were no significant changes to the organisation’s structure or property.
A set of twenty material sustainability aspects are addressed in this report. These material sustainability aspects form part of the strategic CSR themes established in 2013. The sustainability aspects are determined by combining the interests of TMG’s stakeholders with the impact that these sustainability aspects have on TMG’s business success. The common priorities are identified as material sustainability aspects for TMG.
TMG Materiality Matrix
The strategic CSR themes have not changed in comparison to last year. In 2015, the material sustainability aspects and the associated KPIs and objectives will be refined and adopted, in part through means of the stakeholder’s dialogue.
This integrated report is furthermore based on the fourth generation guidelines of the Global Reporting Initiative (GRI G4). These guidelines are applied at the core level. This means that reporting is based on the GRI indicators that are material to TMG’s business operations. The GRI Table identifies the location of the relevant GRI indicators (disclosures) in this report. The GRI Table can be found at http://tmg.nl/duurzaamheid.
The same definitions used last year once again apply this year. The methodology was adjusted in several areas. In 2014, a first step was taken in optimising the collection and calculation of non-financial data by interfacing with existing systems or making use of better systems. This process will continue to be pursued in 2015.
The CO2 emission factors are no longer based on the SKAO data, but on the data available on the CO2emissiefactoren.nl website, an initiative of various organisations, including SKAO. This website provides a clear list of core CO2 emission figures, which facilitates comparison between organisations.
Where possible, the quantitative information in this report is compared with comparable figures from previous years. The data is calculated on the basis of data obtained from the responsible business units, departments and staff departments. The data originate from different recording systems. Where data are estimated this is clearly indicated in the text. Estimates are based on historical data or on an extrapolation based on the first ten to eleven months of the year. The data were verified for plausibility and trends by the responsible officers.
This report is the first step of TMG towards integrated reporting. The annual report reports on strategic, financial and non-financial performance.
The non-financial information contained in this report has not been subjected to an audit (nor to any other form of assurance review) by the external auditor.
We look forward to receiving your feedback on our report. Questions or comments should be sent to: email@example.com.
Geert-Jan (G.J.E.) van der Snoek (1965), CEO as of 1 July 2014
Geert-Jan van der Snoek was appointed CEO effective 1 July 2014. He began his career as a naval officer and in 1995 transferred to the business sector. As a consultant and in his position as Director with companies such as KPMG and Merx Enterprises, he managed a large number of new businesses and change management projects in the media, financial services and retail sectors, among others at Schuitema and Getronics. Before he joined TMG, he was CEO of the NDC Media Group. Van der Snoek completed his MBA at Groningen University.
Leo (L.N.J.) Epskamp (1962), CFO as of 1 September 2014
Leo Epskamp was appointed CFO effective 1 September 2014. He has a great deal of experience in the media world. He occupied various financial positions at Reed Elsevier and as partner and auditor at KPMG managed a number of national and international teams in the media sector. His last position prior to his appointment at TMG was CFO of the NDC Media Group. He studied economics at the University of Amsterdam and is a registered accountant.
Michiel (M.A.M.) Boersma (1947), Chairman of the Supervisory Board, Chairman of the Selection and Appointment Committee, member of the Remuneration Committee and delegated Supervisory Board member from 5 April 2013 to 1 July 2014.
The Supervisory Board appointed Mr Boersma as delegated supervisory board member until a successor to Mr Cees van Steijn, CEO ad interim, could be appointed. Mr Boersma was in particular charged with the supervision of the TMG Executive Board. Mr Boersma is a Dutch citizen. During the period 2003 - 2009, Mr Boersma was Chairman of the Executive Board of Essent N.V. First TMG term of appointment: 2011-2015. Key supervisory board/ancillary positions: member of the Supervisory Board of PostNL, Chairman of the Supervisory Board of VieCuri Medisch Centrum, member of the Board of Electrica S.A., Romania, and member of the Board of NYNAS AB, Sweden. In addition, Mr Boersma is endowed Governance professor at the Tias Business School in Tilburg, the Netherlands.
Annelies (A.G.) van den Belt (1965), member of the Audit Committee.
Ms Van den Belt (Dutch nationality) is CEO of DC Thomson Family History. Prior to this she occupied positions with SUP Media (CEO), ITV broadband (Director), Media and Telegraph Group Limited (Director) and she was the publisher of Independent Press Moscow and Men’s Health and Playboy Russia. First TMG term of appointment: 2014-2018. Ms Van den Belt does not hold any other supervisory board/ancillary positions.
Simone (S.G.) Brummelhuis (1965), member of the Audit, Remuneration, and Selection and Appointment Committees.
Ms Brummelhuis (Dutch nationality) is the publisher of The Next Women. She occupied various positions, including with Europe Astia (Vice President), IENS (Director) and the law firms Loeff Claeys Verbeke and Skadden, Arps, Slate Meagher & Flom (New York). First TMG term of appointment: 2014-2018. Key supervisory board/ancillary positions: Advisory Board ECE Ondernemerscentrum Erasmus University, Advisory Board XS4all and European Advisory Board Astia.
Jan (J.J.) Nooitgedagt (1953), Vice-chairman of the Supervisory Board, Chairman of the Audit Committee and the Remuneration Committee, and member of the Selection and Appointment Committee.
Mr Nooitgedagt (Dutch nationality) was CFO and member of the Executive Board of Aegon N.V. from April 2009 to May 2013. Prior to this he occupied various positions with Ernst & Young, including Managing Partner for the Netherlands and Belgium. First TMG term of appointment: 2013-2017. Key supervisory board/ancillary positions: Chairman of the Supervisory Board of SNS Reaal N.V., member of the Supervisory Board of BNG Bank N.V. and Robeco N.V., member of the Management Board of the Kasbank Share Administration Trust, member of the AFM’s Financial Reporting and Accountancy Committee and member of the Audit Committee of the Ministry of Security and Justice.
Guus (R.) van Puijenbroek (1975), Secretary of the Supervisory Board, member of the Audit, Remuneration, and Selection and Appointment Committees.
Mr Van Puijenbroek (Dutch nationality) is director of VP Exploitatie N.V. First TMG term of appointment: 2012-2016. Key supervisory board/ancillary positions: member of the Supervisory Board of Batenburg Techniek B.V. and non-executive director of Billboard Technology Industries N.V.
As a little boy, Werner Budding used to wait by the letterbox for the latest edition of Autovisie. Now he himself is the ambassador for the most important media brand in the automotive market. "We have so many opportunities to continue to develop. That’s where our strength lies."
Name: Werner Budding
Position: car journalist Autovisie/De Telegraaf
"As a child, Friday was my favourite day of the week, because that's when Autovisie was delivered. It was the magazine. I was obsessed by cars, and wanted to know all about them. I collected yearbooks, for example, containing all the models marketed that year, and learned all the specifications off by heart. That passion was kindled by my father, who himself was a car journalist. Or a car tester, as I called him. That's what I wanted to be when I grew up.
That dream has come true. I've been able to turn my passion into my profession and I now work for the best automotive magazine in the Netherlands. And even though the media landscape is changing drastically, our brand still sets the trend. We do so because of our good image and reputation, and especially because of our successful approach to new cross-media initiatives. The magazine is as strong as ever, but it’s the combination with the Telegraaf brand which offers us so many opportunities.
To begin with, we can reach a broad audience in print, online and also on radio and TV. However, as an ambassador for such a leading media brand, I also get a warm welcome from competitive media, such as other radio stations. It opens many doors in the professional field, giving me access to the most important people in the automotive industry.
I'm ambitious. I want to be the best in my profession. That's why I need to be here. There is so much to say about cars and everything related to them, and I can communicate to people on so many different platforms. It's that variation which makes my job fun. I can get people excited about the latest models of cars, while at the same time introducing other important developments in the automotive world. This might concern economic issues or political developments with regard to taxes, for example.
I've developed that broad orientation over the years. But what I still really enjoy is to be the first to drive a new model and the first to write about it. I travel all over the world for 180 days a year to do so. It's a great privilege.
I always want to go that one step further. There are 10 million people with driving licences in the Netherlands. And although they don't all share my passion for cars, I still recognise enough opportunities to bring this subject across to people in various ways, whether it's the emergence of new Chinese car brands, or a phenomenon such as Max Verstappen, who is to make his début in Formula 1 in 2015. Everywhere I go, I see chances to develop my work and Autovisie in the future. Reaching even more people with my passion is what drives me."