Annual report 2014
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Notes to the company financial statements

1. Significant accounting policies

The company financial statements have been prepared in accordance with the provisions in Part 9, Book 2 of the Netherlands Civil Code. As regards determining the principles for the valuation of assets and liabilities and the result of its company financial statements, Telegraaf Media Groep N.V. uses the option provided for in Article 2:362, paragraph 8 of the Netherlands Civil Code. This means that the principles for the valuation of assets and liabilities and the determination of the result (hereinafter to be referred to as the ‘accounting principles’) of the company financial statements of Telegraaf Media Groep N.V. are the same as those used for the consolidated IFRS financial statements. Investments in subsidiaries are accounted for at net asset value in accordance with the IFRS accounting principles as stated in the consolidated financial statements. These consolidated IFRS financial statements have been prepared in accordance with the standards of the International Accounting Standards Board and approved by the European Union and interpretations of IFRIC.

Please refer to pages 1. to 2. for a description of these principles. Share in result of subsidiaries, joint arrangements and associates includes the share of Telegraaf Media Groep N.V. in the results of these participations. Results on transactions which have involved the transfer of assets and liabilities between Telegraaf Media Groep N.V. and its participations and between participations themselves have not been processed in so far as these cannot be regarded as having been realised. A reference is made to the Notes to the consolidated financial statements, unless otherwise stated. In conformity with article 402, Book 2 of the Netherlands Civil Code, a condensed statement of profit and loss is included in the company financial statements of Telegraaf Media Groep N.V.

2. Intanbible assets

In thousands of euros

2014

2013

 

 

 

Goodwill

 

 

Cost

3,300

29,091

Impairment

-701

-26,492

Carrying amount at 1 January/ 31 december

2,599

2,599

No movements in goodwill were recognised during the year, other than an cost and impairment of goodwill adjustment due to discontinued activities from previous years.

3. Non-current financial assets

In thousands of euros

2014

2013

 

 

 

Subsidiaries

 

 

Share in equity

282,912

290,989

 

 

 

Deferred tax assets

26,148

22,788

 

 

 

Total

309,060

313,777

The deferred tax asset relates to the accumulated losses of the fiscal entity TMG.

Movements in non-current financial assets can be shown as follows:

In thousands of euros

Subsidiaries

Deferred tax assets

Total

 

 

 

 

Carrying amount as at 1 January 2014

290,989

22,788

313,777

 

 

 

 

Share in result of investments

-26,260

-

-26,260

Share in actuarial results

-1,339

-

-1,339

Effect of acquisition non-controlling interest

-4,922

-

-4,922

Origination and reversal of temporary differences

-

3,360

3,360

Intercompany

24,444

-

24,444

Carrying amount as at 31 December 2014

282,912

26,148

309,060

The increase in carrying amount of subsidiaries through intercompany is the result of the restructuring of legal entities in 2014.

An overview of the information based on art. 379 and 414 of Book2 of the Netherlands Civil Code has been filed with the Chamber of Commerce in Amsterdam.


4. Shareholders'equity

The company’s equity is equal to the consolidated equity attributable to shareholders Telegraaf Media Groep N.V. (zie pag 22.).

The movements in shareholders equity can be shown as follows:

In thousands of euros

Issued capital

Legal reserve

Other reserves

Retained earnings

Total

 

 

 

 

 

 

Balance as at 1 January 2014

11,588

2,619

106,982

177,597

298,786

 

 

 

 

 

 

From profit distribution

-

-

177,597

-177,597

-

 

 

 

 

 

 

Net result for the year

-

-

-

-33,806

-33,806

Other comprehensive income

-

-

-1,339

-

-1,339

Total comprehensive income for the year

-

-

-1,339

-33,806

-35,145

Acquisition of minority interest

-

-

-4,922

-

-4,922

Result subsidiaries not distributable

-

-568

568

-

-

 

 

 

 

 

 

Balance as at 31 December 2014

11,588

2,051

278,886

-33,806

258,719

The statutory reserve is maintained for non-distributable profits of associates The change in 2014 shows the capitalization of internally developed assets in subsidiaries offset by a release to the Retained earnings (distributable) because of the depreciation on the same assets in 2014, and legally required reserves held by subsidiaries abroad. The Reservation is based on Art. 2:365 BW of the Dutch Civil Code.

5. Non-current liabilities

In thousands of euros

2014

2013

 

 

 

Subsidiaries

177,824

177,824

Acquisition payables

310

310

Total

178,134

178,134

The non-current liability subsidiaries is a loan with TM Investeringen N.V.

The acquisition amounts to be paid are related to Sky Radio Group.


6. Current liabilities

In thousands of euros

2014

2013

 

 

 

Subsidiaries

89,795

322,054

Accounts payable and other current liabilities

162

4,324

Total

89,957

326,378

The obligation to susidiaires relate to intercompany obligations within the group as a result of completed transactions.

7. Off-balance sheet liabilities

Joint and several liability and guarantees

Pursuant to Article 403, paragraph 1, subparagraph f of Book 2 of the Dutch Civil Code, the company holds itself liable for the debts arising from the legal transactions of the Dutch group companies in which it holds an interest of 95% or more, with the exception of Holland Combinatie Participaties. A list of group companies has been filed with the Chamber of Commerce and will be made available by the company upon request.

Fiscal unity

TMG, along with almost all of its wholly-owned subsidiaries in the Netherlands, is a single fiscal unity for both income tax and VAT. Within the fiscal unity, TMG companies are jointly and severally liable for tax liabilities to the Tax Authorities.

8. Remuneration of executive board and supervisory board members

Remuneration

On 1 July 2014 Mr G.J.E. Van der Snoek is appointed as chairman of the Executive Board. Mr. C.J.J. van Steijn was till 1 May 2014 chairman of the Executive Board ad interim. On 1 September 2014 Mr. L.N.J. Epskamp is appointed as member of the Executive Board. Mr. F.Th.J. Arp resigned per 1 November 2014 as boardmember.

Mr. van der Snoek has a variable remuneration received of € 60,000 over 2014. Mr. Epskamp has a variable remuneration over 2014 received of € 35,000. Mr. Arp received a variable remuneration over 2014 of € 74,929. Over 2013 Mr. Arp received a variable remuneration of € 37,465. Underlying breakdown is on accrual basis and including secondary salary conditions. The comparative amounts have ben reclassified.

In euros

 

 

 

 

 

2014

 

Fixed remuneration

Variable remuneration

Deferred remuneration

Redundancy scheme

Other

Total

Members of the Executive Board

 

 

 

 

 

 

G.J.E. van der Snoek1

225,000

60,000

37,192

-

16,275

338,467

L.N.J. Epskamp2

125,000

35,000

20,545

-

8,720

189,265

 

 

 

 

 

 

 

Former members of the Executive Board

 

 

 

 

 

 

F.Th.J. Arp3

404,619

74,929

95,261

683,984

14,248

1,273,041

C.J.J. van Steijn a.i.4

-

-

-

-

-

-

H.M.P. van Campenhout5

-

-

-

-

-

-

  • Appointed 1 July 2014.
  • Appointed 1 September 2014.
  • Resigned 1 November 2014. From service by March 1, 2015.
  • As per 15 April 2013 Mr, C.J.J. van Steijn is appointed as chairman of the Executive Board ad interim. The allowance over 2014 amounted € 186.300 (2013: € 398,000),
    including commission for BoerCroon Management.
  • Resignation by April 8, 2014. From service by January 1, 2014. The termination allowance of 708 995 is explained in the 2013 financial statements.

In euros

 

 

 

 

 

2013

 

Fixed remuneration

Variable remuneration

Deferred remuneration

Redundancy scheme

Other

Total

Members of the Executive Board

 

 

 

 

 

 

G.J.E. van der Snoek

-

-

-

-

-

-

L.N.J. Epskamp

-

-

-

-

-

-

 

 

 

 

 

 

 

Former members of the Executive Board

 

 

 

 

 

 

F.Th.J. Arp

485,543

37,465

148,496

-

17,097

688,601

C.J.J. van Steijn a.i.1

-

-

-

-

-

-

H.M.P. van Campenhout

180,947

-

34,890

708,995

19,116

943,948

  • As per 15 April 2013 Mr, C.J.J. van Steijn is appointed as chairman of the Executive Board ad interim. The allowance over 2014 amounted € 186.300 (2013: € 398,000),
    including commission for BoerCroon Management.

In order to tackle the budget deficit, the Dutch government has introduced a temporary crisis levy for the years 2012 and 2013.. This is a charge of 16 percent over fiscal salaries of employees to the extent of more than 150,000 euros in 2013.

Due to the termination of employment of Mr. Arp a redundancy payment is agreed, which is made up as follows:

In euros

2014

 

 

Termination benefit

485,000

Term of notice

198,984

Total

683,984

The termination benefit is in line with the relevant parts of the contract of Mr. Arp.

Remuneration of the (former-) Supervisory Board

In euros

 

 

2014

2013

 

 

 

Periodical remuneration

Periodical remuneration

Members of the Supervisory Board

 

 

 

 

M.A.M. Boersma , chairman

 

 

51,000

38,364

M.A.M. Boersma , delegate commissioner

 

 

60,000

86,250

J.J. Nooitgedagt, vice-voorzitter1

 

 

47,500

22,622

A.R. van Puijenbroek, secretaris

 

 

45,500

33,252

mevr. A.G. van den Belt2

 

 

27,000

-

mevr. S.G. Brummelhuis2

 

 

30,333

-

 

 

 

 

 

Former members of the Supervisory Board

 

 

 

 

D.H.H.D. Ropers3

 

 

11,894

33,933

M. Tiemstra3

 

 

13,727

33,933

J.G. Drechsel3

 

 

13,894

33,933

  • Joined by April 25, 2013.
  • Joined by April 24, 2014.
  • Resignation by April 24, 2014.

In the General Meeting of Shareholders on 25 April 2013 the Supervisory Board announced that Mr. M.A.M. Boersma was appointed as delegate commissioner, until the vacancy of chairman of the Executive Board had been fulfilled. On 1 July 2014 Mr G.J.E. Van der Snoek was appointed as chairman of the Executive Board. On this date Mr. Boersma resigned of his duties as delegate commissioner. Mr. Boersma was in average 1.5 days a month working for TMG as delegate commissioner. Furthermore he is on average two days a month active as chairman of the Supervisory Board. Based on the average pastime and the remuneration of the chairman of the Supervisory Board the total remuneration for both roles was about € 14,250 a month.The remuneration of the Supervisory Board and its committees has been changed in the General Meeting of Shareholders in 2014 and is now in line with the average applied by Dutch smallcap.

Share ownership at 31 December 2014

 

Shares

Depositary receipts for shares

Members of the Executive Board

 

 

G.J.E. van der Snoek

-

-

L.N.J. Epskamp

-

-

 

 

 

Members of the Supervisory Board

 

 

M.A.M. Boersma

-

-

J.J. Nooitgedagt

-

-

A.R. van Puijenbroek

-

-

mevr. A.G. van den Belt

-

-

mevr. S.G. Brummelhuis

-

-

9. Service fee external auditor

The service fee recognised in the financial statements for the external auditor Deloitte Accountants B.V. pursuant to art. 382 BW2 is as follows:

In thousands of euros

2014

2013

 

 

 

Audit of the financial statements

557

360

Other assurances services

194

49

Tax advisory

-

-

Other non-audit services

-

-

Total

751

409

The external auditor has not received fees for tax and / or other non-audit services.

Amsterdam, 10 march 2015

Executive Board

G.J.E. van der Snoek , chairman

L.N.J. Epskamp

Supervisory Board

M.A.M. Boersma, chairman

J.J. Nooitgedagt, vice-chairman

A.R. van Puijenbroek, secretary

Mevrouw A.G van den Belt

Mevrouw S.G Brummelhuis

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