- platform for growth
YouGov Annual Report & Accounts 2020
Strategic report
About YouGov | 0 |
Summary of Financial Results | 1 |
At a Glance | 2 |
Understanding the YouGov Platform | 4 |
Our Client Value Proposition | 6 |
Chair's Statement | 8 |
Chief Executive Officer's Review | 10 |
Markets | 14 |
Our Strategic Pillars | 16 |
Strategy in Action | 18 |
Our Strategic Priorities | 24 |
Key Performance Indicators | 26 |
Business Model | 28 |
Operational Review | 30 |
Section 172 Statement | 38 |
Our Stakeholders | 40 |
Environmental, Social and Governance | 44 |
Chief Financial Officer's Review | 54 |
Principal Risks and Uncertainties | 60 |
Governance report
Chair's Introduction and Corporate | |
Governance Statement | 64 |
Board of Directors | 66 |
Corporate Governance Report | 68 |
Nomination Committee Report | 73 |
Audit & Risk Committee Report | 74 |
Directors' Remuneration Report | 77 |
Directors' Report | 92 |
Directors' Responsibilities Statement | 95 |
Financial statements | |
Independent Auditors' Report to the | |
Members of YouGov plc | 96 |
Consolidated Income Statement | 102 |
Consolidated Statement of | |
Comprehensive Income | 103 |
Consolidated Statement of | |
Financial Position | 104 |
Consolidated Statement of | |
Changes in Equity | 105 |
Consolidated Statement of Cash Flows 106 | |
Principal Accounting Policies of the | |
Consolidated Financial Statements | 107 |
Notes to the Consolidated Financial | |
Statements | 121 |
Group Five-Year Financial Summary | 146 |
Parent Company Statement of | |
Financial Position | 147 |
Parent Company Statement of | |
Changes in Equity | 148 |
Parent Company Statement | |
of Cash Flows | 149 |
Notes to the Parent Company | |
Financial Statements | 150 |
Additional information | |
Notice of Annual General Meeting | 166 |
Other Information | 172 |
About YouGov
YouGov is an international research data and analytics group.
Our data-led offering supports and improves a
wide spectrum of marketing activities of a customer- base including media owners, brands and media agencies. We work with some of the world's most recognised brands.
Our ground-breaking syndicated data solutions include the daily brand perception tracker, YouGov BrandIndex, and the media planning and segmentation tool, YouGov Profiles. Our market-leading YouGov Realtime service provides a fast and cost-effective solution for reaching nationally representative and specialist samples. YouGov's Custom Research division offers a wide range of quantitative and qualitative research, tailored by sector specialist teams to meet clients' specific requirements.
As the pioneer of online market research, we have a strong record for data accuracy and innovation.
A study by the Pew Research Center concluded that YouGov "consistently outperforms competitors on accuracy" as a vendor of choice. We are the market research pioneer of Multi-level Regression with Post-stratification ("MRP") for accurate predictions at a granular level.
YouGov data is regularly referenced by the press worldwide and we are the most quoted market research source in the UK.
With a proprietary panel of over 11 million registered members globally and operations in the UK, Americas, Mainland Europe, Middle East, India and Asia Pacific, YouGov has one of the world's largest research networks.
For information on our products and services, see yougov.com
For corporate and investor relations information, see corporate.yougov.com
Strategic report Governance report Financial statements Additional information
Summary of Financial Results
Revenue £m | Adjusted operating profit margin1 % |
£152.4+12% | 14.3%+80bps |
2019: £136.53 | 2019: £13.5%3 |
Adjusted profit before tax1 £m | Adjusted operating profit1 £m |
£25.7+25% | £21.8+18% |
2019: £20.63 | 2019: £18.53 |
Statutory profit before tax £m | Statutory operating profit £m |
£15.2 -22% | £15.2 -24% |
2019: £19.43 | 2019: £20.03 |
Adjusted earnings per share1 pence | Statutory basic earnings per share pence |
18.1p+21% | 9.0p-36% pts |
2019: 15.0p3 | 2019: 14.1p3 |
Revenue per head | Staff costs as a % of revenue |
£142k | 50%+2% pts |
2019: £142k3 | 2019: 48%3 |
Operating cash generation £m
£38.7+1% pt
2019: £38.43
1 Defined in the explanation of non-IFRS measures on page 59.
- Defined as growth in business excluding impact of current and prior period acquisitions and business closures, and movement in exchange rates.
3 Prior year comparatives have been restated on the adoption of IFRS 16.
Financial and operational highlights
-
Revenue growth of 12%
(2019: 17%). Underlying business2 growth of 13% - Adjusted operating profit1 up by 18% to £21.8m (2019: £18.5m).
Underlying business2 growth of 14% - Adjusted profit before tax1 up by 25% to £25.7m (2019: £20.6m)
- Adjusted earnings per share1 up by 21% to 18.1p (2019: 15.0p)
- Adjusted operating profit margin1 rises to 14.3% (2019: 13.5%)
- Statutory operating profit down 24% to £15.2m (2019: £20.0m) due to separately reported items charge of £6.6m
- Strong operating cash generation of £38.7m enabling us to continue investing in the business
- Net cash balances of £35.3m (31 July 2019: £37.9m)
-
Proposed dividend increase of
25% to 5p per share (2019: 4p) - Strong performance in the key markets of the UK and US
- Significant and increased investment of £7.9m (2019: £4.8m) in building the technology platform for future growth
- Number of registered panellists up 37% to over 11 million through broadening geographic footprint
- No employees have been furloughed during the pandemic with no other Government support needed
- The Group's strategic and financial position remains strong and resilient and has not seen a material impact of COVID-19 on its financial performance to date
- Continued progress in the development and roll-out of YouGov Direct, a blockchain- based audience insights platform, with positive initial feedback from clients
2020 AccountsYouGov& Report Annual
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YouGov Annual Report & Accounts 2020
At a Glance
YouGov is an international research and data analytics group
Our mission
Our mission is to supply a continuous stream of accurate data and insight into what the world thinks, so that companies, governments and institutions can better serve the people and communities that sustain them.
Our vision
Our vision is for YouGov to be the world's leading provider of marketing and
opinion data. We want YouGov data to be a valued public resource used by hundreds
of millions of people on a daily basis, enabling intelligent decision-making and
informed conversations.
Our values
We are driven by a set of shared values. We are fast, fearless and innovative. We work diligently to get it right. We are guided by accuracy, ethics and proven methodologies.
We trust each other and bring these values into everything that we do.
Be fast | Be fearless | Get it right | Trust each other |
Things are constantly | We are brave and believe | We are judged on our | We have a mission, |
changing and as a | we can do anything. | ethics, our methodology, | a strategy, and a plan |
company we know we are | We've proven we can. | and our accuracy - we | for implementation. |
in constant competition. | We innovate, take savvy | will do the right thing as | We work together in trust |
We must always be fast to | risks, don't follow the | scientists, as technologists, | - challenging, pushing, |
adapt, and fast to deliver. | crowd. Be yourself. | and as citizens. | improving each other to |
fulfil our ambition. |
Underpinned by our commitment to ESG
Public data | People and | Governance | Risk | Environment |
See page 46 | culture | framework | management | See page 53 |
See page 49 | See page 51 | See page 60 |
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Strategic report Governance report Financial statements Additional information
Our reach
YouGov has one of the world's largest research networks
Key | YouGov proprietary panel | |||||
YouGov Partnerships Programme panels | ||||||
Asia Pacific | ||||||
Offices worldwide | Mainland Europe | 9% | ||||
37 | 23% | employees | ||||
8 | ||||||
employees | ||||||
12 | ||||||
Employees worldwide | offices | |||||
+1,100 | ||||||
offices | Annual | |||||
AccountsYouGov& Report | ||||||
Clients worldwide | ||||||
+3,300 | ||||||
Panellists worldwide | 2020 | |||||
+11m | ||||||
Americas | UK | MENA & India | ||||
21% | 33% | 14% | ||||
employees | employees | employees | ||||
8 | 3 | 6 | ||||
offices | offices | offices | ||||
YouGov Global Partnerships Programme | ||||||
The YouGov Global Partnerships Programme offers affiliate partner research agencies access to YouGov's | ||||||
platforms, expertise and (where required) panel, while establishing the YouGov brand and data products | ||||||
in the local market. YouGov has partnerships in place with agencies in Egypt, Greece, Japan, Pakistan, | ||||||
Philippines, Poland, Russia, South Africa, UAE and Vietnam. | ||||||
3 |
Understanding the YouGov Platform
YouGov Annual Report & Accounts 2020
Why clients buy from us
What clients buy from us
How we grow our business
Our client value proposition
Best panel
Our proprietary global panel of over 11 million registered members across more than 40 markets provide us with thousands of data points on consumer attitudes, opinions and behaviour
on a daily basis.
Our divisions
Data Products
This division comprises our syndicated data products, which are available to clients on a subscription basis. It includes our YouGov Plan & Track solution to help marketers plan and execute their campaign strategy and track its success.
Our strategic pillars
Data
Integration
Read case study
see page 18
Our strategic priorities
Product
developmentPanel and technology
4
Strategic report Governance report Financial statements Additional information
Best data
The YouGov Cube is a unique single-sourceconnected-data library that holds over ten years of longitudinal data. We leverage this data using our research expertise, including our application of Multilevel Regression with Post-stratification ("MRP") methodology, to make accurate predictions at a granular level.
Best tools
We maximise the value of our connected data through the application of leading-edge analytics technology and strong research expertise. YouGov Crunch is the most advanced analytics tool for research data, combining super-fast processing with drag-and-drop simplicity.
Client value proposition see page 6
Data Services | Custom Research |
This division comprises our YouGov RealTime | This division offers a wide range of quantitative |
(YouGov Omnibus outside the UK and US) service | and qualitative research, including substantial |
which provides clients a fast-turnaround and | global trackers, that is tailored by sector specialist |
cost-effective solution for reaching nationally | teams to meet clients' specific requirements. |
representative and specialist samples. | |
Public | Ethical |
Data | Activation |
Operational review
see page 30
2020 AccountsYouGov& Report Annual
Read case study | Read case study |
see page 20 | see page 22 |
Global | Global | Acquisitions | |||||
infrastructure | accounts | Our strategic | |||||
pillars see page 16 | |||||||
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Our Client Value Proposition
Why clients buy from us
Our 11 million registered panellists form the foundation of our business and ensuring they have a rewarding panel experience is the key to our success. They supply us with a continuous stream of attitudinal, opinion and behavioural data via various platforms, which we connect using our powerful analytics technology and sophisticated research methodologies to deliver a best-in- class dataset to our clients. This ensures
that our clients receive accurate and actionable data and insights that can be used across the marketing workflow, from planning to developing and evaluating their marketing and communication activities. The quality of our data means we are seen as a trusted resource and regularly referenced by media outlets worldwide.
YouGov Annual Report & Accounts 2020
Continual
investment in our business and high visibility in mainstream media
Our panellists
We aim to build and retain panels that are nationally representative to ensure the accuracy of our data. We acquire panellists in many different ways including via social media ads, via stories in the press and through a panellist referral scheme. Panellists get paid for time spent completing surveys using YouGov points, which can be redeemed for cash once they reach a predetermined level. Since we are highly quoted in mainstream media, our panellists enjoy a sense that their opinions are valued, that they are shaping agendas and part of the public debate.
Our client value proposition
Best Panel | Best Data | Best Tools | ||
Creating One Platform augmented by new product additions
Combined with YouGov Chat, YouGov Direct and YouGov Signal, we become a universal
platform that activates both YouGov and client data
Our clients
Our clients are key players in the advertising and marketing ecosystem - including brand owners, media and advertising agencies, public relations firms and media owners. They use our data products, tools and research services to manage their entire marketing workflow, from strategy and planning, brand tracking and media planning to campaign effectiveness and audience profiling. The interoperability and connectedness of our products and services serves as a strong differentiator and we continue to work towards bringing
the entire YouGov offering onto a universal platform, while enriching its capability and
increasing the use cases of our offerings.
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Strategic report Governance report Financial statements Additional information
Survey responses are captured in our unique connected- data library
and analysed using
best-in-class analytics tools
Our investment case
Successful track record of | |
1 | scaling the business and delivering |
profitable growth | |
Unparalleled depth and breadth of | |
2 | connected data increasingly being |
valued by clients | |
Resilient, largely digital, business | |
3 | model resulting in significant |
operating leverage | |
Culture of innovation ensures our | |
4 | offering is constantly evolving to |
meet client needs | |
Increasing focus on account | |
5 | management and global expansion |
to drive next phase of growth | |
Growing syndicated data products | |
6 | business providing strong margin |
expansion potential | |
Developing from a supplier of data | |
7 | products and services into a true |
platform that includes activation | |
Strong financial performance and | |
8 | solid balance sheet provides platform |
to deliver on growth ambitions | |
Highly motivated leadership team | |
9 | with a clear goal of enhancing |
shareholder value |
2020 AccountsYouGov& Report Annual
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Chair's Statement
An encouraging start to the next phase of YouGov's growth
YouGov Annual Report & Accounts 2020
Roger Parry CBE
Chair
YouGov is an international data and analytics group. We provide our clients with the data and insights to help them plan, develop and evaluate the impact of their marketing and communication activities. We now employ over 1,100 people worldwide, operating from 37 offices across 24 countries and serving clients in more than 40 national markets. We operate a proprietary, high quality global panel of over
11 million registered members who share their data with us in ways that are fully compliant with data protection, privacy and security laws.
The scale and duration of the COVID-19 pandemic is presenting a huge social and economic challenge. Against this backdrop in the second half of our financial year, I am pleased to report to shareholders that YouGov was able to meet the Board's expectations and deliver strong financial performance in the year to 31 July 2020. We took rapid and agile action to ensure the safety and wellbeing of our employees. We have done extensive research on behalf of governments to understand people's reaction to COVID-19 and we have made much of this information available free of charge as a public service.
Results and dividend
Group revenues were up 12% in reported terms to £152.4m (13% up on underlying1 business) while adjusted operating profit2 increased by 18% on the prior
financial year to £21.8m. These results reflect an encouraging start to the next phase of YouGov's growth. YouGov has a progressive dividend policy and in line with this the Board is pleased to recommend a dividend increase of 25% to 5.0p a share payable on 14 December 2020 to shareholders on the register as at 4 December 2020.
Outlook
The social and economic problems caused by the pandemic are far from over but, in terms of our financial performance, YouGov has started the new financial year well and trading is in line with the Board's expectations. With a very strong balance sheet and evidence of growing demand for our products, we remain confident of meeting our long-term targets.
Strategic direction
The YouGov client base now spans a wide range of commercial and governmental clients in most of the world's major markets. We provide our clients with insights to enable them to carry out their work more effectively. We do this by delivering research and proprietary software tools which interpret and display the data gathered from our proprietary global panel of over 11 million registered members. Increasingly, our clients engage with us on a subscription basis which allows them to enjoy a highly flexible and tailored real-time service.
Annual dividend per share
1.4p 2.0p 3.0p | 4.0p | 5.0p | ||
2015/16 | 2016/17 | 2017/18 | 2018/19 | 2019/20 |
8
Our strategy is to seek long-term contractual relationships and to become a crucial part of our clients' business processes to enable them to plan their use of resources and to monitor the results of their activity.
Long-term growth plans and incentives The financial year to 31 July 2020 was the first full year of our current long- term strategic growth plan ("FYP2").
The financial results for the year to
31 July 2019 set the base line for the Board approved targets for the FYP2 period (which runs from 1 August
2019 to 31 July 2023) to double Group revenue, double adjusted operating profit margin2, and achieve compound annual adjusted earnings per share2 ("EPS") growth in excess of 30%.
These stretching FYP2 targets underpin the current long-term incentive plan ("LTIP 2019"), which was approved
by the Board in 2019 following a thorough design process supported by remuneration experts at Aon and in consultation with the Company's major shareholders. The Board believes the LTIP 2019 design produces close alignment between shareholder and management interests, with full vesting of the LTIP 2019 requiring compound annual adjusted EPS2 growth of 35% by 2023. The Company's previous long-term growth plan, FYP1, delivered
compound annual adjusted EPS2 growth in excess of 25% over 2014-19, resulting in the full pay-out of the LTIP 2014 awards in November 2019.
Clearly the COVID-19 crisis creates considerable uncertainty but based on the experience of trading in the second half of the last financial year (1 February to 31 July 2020) the Board believes the YouGov business model is well placed to provide value to our clients and therefore that the targets of FYP2 remain reasonable and achievable.
Board composition
The Board consists of three Executive Directors and four Independent Non- Executives. All appointments have been made following external advice. The Directors have a wide range of commercial expertise, and we believe the Board has the right balance of skills and experience to provide robust oversight and develop a well-informed strategy. While there are no immediate plans to make changes to the Board composition, we have a detailed succession planning process in place.
20 years of growth
YouGov celebrates its 20th anniversary in 2020. It is two decades since Stephan Shakespeare and Nadhim Zahawi founded the Company as a pioneer of the then ground-breaking use of the
internet to do market research. Since that time, many other players have come
to use the internet for data collection, but we believe we have maintained our pioneering lead in terms of data analytics methodology and technology, and the duration of a proprietary global panel which is fully compliant with data privacy and security legislation.
YouGov has thrived by having the right products and through constant innovation. But the strategy only works because it is executed well by YouGov's management and wider workforce. This past year has been immensely challenging for our employees and on behalf of the Board I would like to thank the YouGov team for their flexibility, commitment and hard work.
Roger Parry CBE
Chair
15 October 2020
2020 Accounts & Report Annual YouGov
- Defined as growth in business excluding impact of current and prior period acquisitions and business closures, and movement in exchange rates.
2 Defined in the explanation of non-IFRS measures on page 59. | 9 |
Chief Executive Officer's Review
Strong growth in line with our strategic growth plan
YouGov Annual Report & Accounts 2020
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Strategic report Governance report Financial statements Additional information
We continue to grow strongly with 12% revenue growth and 18% increase in adjusted operating profit1. This has been achieved despite undergoing an operational shift to a new client management model, as anticipated in our strategic plan, and the expected closing of our Kurdistan operations, as well as headwinds from the COVID-19 pandemic in the second half of our financial year. We were able to mitigate some of the early impacts of the pandemic by rapidly developing and delivering the global YouGov COVID-19 Tracker that engaged existing and new clients. The ability of our business model, to drive innovations quickly in response to market changes, gives us confidence that we will continue to outperform our competitors as demonstrated by our above market growth in 2019 (ESOMAR estimates that the market research industry grew 3.9% in 20192).
Based on our performance, our confidence in the outlook for the business and our ability to fund growth without the need for government COVID-19 support funding, we are comfortable with continuing our progressive annual dividend policy and recommending a dividend of 5.0 pence per share for the year ended 31 July 2020.
The key factors driving our continued strong growth are:
- robust performance of our two main geographies, the US and the UK, where we continue to focus our efforts and investments;
- full integration of YouGov Sport, which is expanding our client coverage beyond traditional sports products and contributing to sales performance; and
- panel growth in line with client demand as global Cube-aligned trackers become an increasingly important part of our offering.
We are beginning to appeal to a wider market as innovations in technology, such as YouGov Chat, self-service and ethical activation through YouGov Direct, broaden our offering to an activation platform with capabilities beyond market research.
The dynamics within the data analytics and market research industry are constantly evolving as increasing digitalisation, the use of artificial intelligence to gather data and scrutiny on privacy and transparency are opening up opportunities beyond traditional use cases.
Furthermore, the COVID-19 pandemic presented a unique challenge for traditional research players, hampering their ability to conduct day-to-day operations and deliver on client projects. The qualities of YouGov's digital business model came to the fore during this crisis as we were able to quickly adapt and remain relevant to our clients with our suite of COVID-19 products.
Execution against our strategy to drive future growth
Data Integration
Strategic focus: Fully integrating custom research and client service with our data products and tools to create new value from existing data and open up new revenue streams through customisation
Progress made against this pillar during the year:
- productised YouGov Cube- aligned custom trackers (e.g. customer satisfaction, Net Promoter Score® ("NPS®") diagnostics, reputation, product usage and attitude) through collaboration between the Custom Research and Data Products divisions;
- added new sector-specific data to the YouGov Cube to enable efficient connected-data custom trackers;
- commenced restructuring of the client support function from separate teams for each division to a single client service flow;
- further developed the YouGov Crunch dashboard tools to include added functionality;
- launched self-service functions within YouGov Direct with a view to combining it with the YouGov Collaborate dashboard; and
- continued investment in integration of websites, apps, interfaces
and dashboards.
Read more on page 18
Strategic direction
Current long-term strategic growth plan 2019-23 (FYP2)
Our ambition is to be seen as the world's leading provider and innovator in data-led marketing and research. The cornerstone of this ambition is having the world's largest and most engaged panel, allowing us to be the leading supplier of proprietary panel data, used by every public- facing organisation and by hundreds of millions of people as a public information resource. Over time,
we would like to extend our offer to an end-to-end platform that goes beyond supplying research data and analytics, all the way through to ethical large-scale activation using that data.
The year to 31 July 2020 was the first year in our current long-term growth plan and execution has been in line with our expectations
set out in the plan. As previously announced, the ambitious long-
term incentive plan ("LTIP")
performance targets to incentivise Senior Management through to
2023 are:
- double Group revenue;
- double Group adjusted operating profit margin1; and
- achieve an adjusted earnings per share1 compound annual growth rate in excess of 30%.
As previously disclosed, we have designated the first half of the long- term growth plan as the investment phase. In this phase we are continuing
to invest in our panels, technologies, platforms, support functions and markets to enable us to scale further and make the most of the
opportunities we see in our markets.
To take this performance to the next
level, we are continuing to focus on
three strategic pillars: Data Integration, Ethical Activation and Public Data.
2020 AccountsYouGov& Report Annual
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Chief Executive Officer's Review continued
YouGov Annual Report & Accounts 2020
Ethical Activation
Strategic focus: Enabling marketing activation on our platform with a focus on personal data protection and self- service research
Progress made against this pillar during the year:
- launched an early release version of YouGov Direct to a small number of clients, including blue- chip companies;
- developed a fully functioning end- to-endself-service platform with dual capabilities, research and an advertising network;
- launched the platform in the US,
UK and Canada, with further planned launches in Singapore and Australia before the end of the year; and - established a rapidly growing, engaged member base allowing clients to receive same-day survey results.
Read more on page 22
Public Data
Strategic focus: Expanding YouGov Public Data as a public service, for brand reputation, panel engagement and showcasing our data
Progress made against this pillar during the year:
- expanded YouGov Ratings into new categories, such as Influencers and Movies, and developed new categories of data, such as political and social topics, primarily intended for public value;
- launched YouGov America, a website focussed on the US Presidential Election and a hub for polls being run in conjunction with major US media outlets;
- developed and launched the YouGov COVID-19 Behaviour Tracker developed in partnership with Imperial College London to benefit public health and academic institutions globally; and
- released a beta version of the
YouGov Screen publicly to allow visitors to view snippets of our data.
Read more on page 20
12%
Revenue growth
Focus on operations
As a platform, both in the technological sense and the business-model sense, we aim to be more efficient, smarter, faster, and 24/7. During the year, we expanded the geographic coverage of our shared service centres (called Centres of Excellence or CenX) and transformed their role from traditional client support to an always-on help desk for our syndicated products and self-service platform, with the ability to launch custom surveys at any time. In addition to this we have kicked off our new global key account management programme in the US and UK to become more client-centric and expand our role in their marketing efforts.
We have continued to expand the geographic range of panels to Austria, Brazil, Switzerland and Turkey and to further develop our panels in other geographies in the year, driven in part by client demand.
Read more on page 30
18%
Adjusted operating
profit1 growth
COVID-19 response
The COVID-19 pandemic has caused severe disruption globally and impacted all our stakeholder groups to varying degrees. We took widespread measures to support these stakeholders while minimising the impact on our business.
We evaluated payment delay and cancellation requests from clients on a case-by-case basis and supported them where possible.
We moved our entire global workforce to working remotely at the start of the global lockdown in March 2020 and did not furlough any employees. As offices have reopened in some cities, we have taken extensive measures to ensure the safety of our employees and phased our return-to-office plans to ensure a smooth and safe transition. The majority of our staff continue to operate seamlessly from home and we are continuing to support individual circumstances as the situation evolves in our various markets.
The YouGov management team would like to thank all our employees for supporting our clients and the business through these uncertain times and we look forward to celebrating our 20th anniversary with everyone in the coming year.
Read more on page 50
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Strategic report Governance report Financial statements Additional information
Environmental, social and governance Our commitment to ESG is core to what we do. We operate lawfully and ethically in all areas of ESG relevant to our business, from how we collect data from panellists, and how we engage and develop our workforce, to the design of our research and how we service our clients.
Our environmental footprint is minimal given our digital business model, and we generally have limited business travel. However, we are keen on conducting accurate reporting and finding ways to reduce our environmental impact where we can.
We are also committed to having a positive impact on society, by keeping our employees engaged and giving them opportunities to grow with the business. An example of this has been supporting our employees with the setting up of an internal Diversity & Inclusion Task Force, as a way to give a voice to our workforce around how to make YouGov more diverse and inclusive, across everything that we do. This Task Force has conducted a Company-wide survey and run a set of focus groups with employees to canvas the opinions of our staff in order to identify a set of actions that will help us make YouGov even more diverse and inclusive for all our stakeholders.
Despite economic uncertainty over the past six months, performance across the Group continues to be resilient, delivering growth in both revenue and profit for the full year.
Governance also has a key role in our strategic plan. It allows us to safeguard all the valuable data that we collect from panellists daily, through the governance frameworks that we have in place. We take our position as custodian of our panellists' data very seriously. We believe YouGov Direct is an example of good governance in the field of ethical activation, fully in line with the EU General Data Protection Regulation ("GDPR") and other data privacy and national security laws.
We are fully dedicated to adopting appropriate social ethics and the way to achieve that is to ensure governance frameworks and processes are in place and are regularly reviewed and updated to remain relevant.
Read more on page 44
Current trading and outlook
Trading continues to be in line with the Board's expectations for the current financial year. Despite economic uncertainty over the past six months, performance across the Group continues to be resilient, delivering growth in both revenue and profit for the full year. While we have not seen any material impact from the COVID-19 pandemic thus far, we recognise
that marketing budgets may come under pressure if the current situation prolongs. As such, we are closely monitoring the situation and ensuring that we remain relevant to our clients through our advanced data, analytics and technological capabilities. We have maintained our strong balance sheet position which will allow us to continue to fund our FYP2 strategic growth plan through sufficient cash reserves.
We thank all our panellists, partners and clients, and employees, for their ongoing contribution and commitment to YouGov's ongoing success in these challenging times.
Stephan Shakespeare
Chief Executive Officer
15 October 2020
£152.4m
2019/20 revenue
Data Products | 33% |
Data Services | 25% |
Custom Research | 42% |
15%
5-year revenue CAGR
UK | 30% |
Americas | 41% |
Mainland Europe | 15% |
Middle East | 6% |
Asia Pacific | 8% |
2020 AccountsYouGov& Report Annual
1 | Defined in the explanation of non-IFRS measures on page 59. | |
2 | According to the ESOMAR Global Market Research Report published in September 2020, | |
global research market turnover grew by 3.9% in 2019 (adjusted for inflation). | 13 | |
Markets
YouGov operates in the Global Market Research industry which includes the data, research, tech-enabled insights and data analytics sub-sectors.
The industry was valued at $90bn1 by ESOMAR in 2019, with the US and Europe accounting for nearly 80% of the overall value. The growth of the industry has been moderate over the last couple of years due to political and economic uncertainty and as larger, more traditional players slowly adapt to ongoing technological changes. YouGov, an online research pioneer, is differentiated from other companies due to its focus on a high-quality online panel, advanced analytic systems, and integrated research products that reflect the changing needs of the market.
YouGov Annual Report & Accounts 2020
The ability of our business model - to drive innovations quickly in response to market changes - gives us confidence that we will continue to outperform our competitors as demonstrated by our above market growth in the reporting year.
Stephan Shakespeare
Chief Executive Officer
Structural trend
Artificial intelligence
COVID-19 disruption
Privacy and transparency
Technology and digitalisation
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Strategic report Governance report Financial statements Additional information
How it is impacting the market | How YouGov is responding |
Artificial intelligence is playing an increasing role in data analytics and market research and its use cases are likely to evolve as time goes on. Industry players are under growing pressure to rapidly generate valuable insights from complex datasets. Additionally, companies are finding innovative ways to automate the process of survey and questionnaire design and data collection, through chatbots, surveybots and complex machine learning.
As an online business, YouGov is in a unique position to adapt to technological advances in market research. Our acquisition of InConversation Media ("InConvo"), which combines chatbot technology with editorial flair, is one such example. We have integrated YouGov Chat (based on InConvo's technology) into some of our products, such as YouGov Direct, as well as into Public Data initiatives, such as our US Presidential Election website, to drive interaction with the public. Additionally, our social media-listening tool, YouGov Signal, aggregates digital and social data in an automated way to identify the key emotions, drivers and responses used for a brand, sector or custom group of entities.
The COVID-19 pandemic has had a profound impact on the industry as marketing budgets have shrunk and the ability to conduct more traditional forms of research, such as face-to-face interviews, has been significantly hampered. Consumers of market research are scrutinising their budgets to identify costs that deliver the highest ROI and are embracing digital solutions.
Data protection practices and ethics have been under focus in market research from a compliance and regulatory perspective. Individuals are increasingly wary of sharing personal data with businesses and are demanding greater transparency and more granular control over how their data is being used by organisations.
Technological innovation and tools have been disrupting the data analytics and market research industries and enabling expansion into new disciplines. Adoption varies by country as some embrace change while others continue to rely
on traditional research methods. Markets that are open to technological advances have seen a rise in consolidation as a way of accelerating automation in data collection and analytics.
The qualities of YouGov's digital business model came to the fore during this crisis as we were able to quickly adapt to working from home and continued to roll out new products and capture market sentiment digitally during this uncertain time. Our clients' need for data did not diminish during this period and we increased our relevance through our COVID-19 product suite, opening up new revenue streams.
YouGov has a direct relationship with its panellists, who choose which opportunities they want to participate in, so they have control over the data YouGov collects on them. Increases in privacy controls from global tech organisations such as Apple and Google, and greater regulation (e.g. GDPR and CCPA2),
present an opportunity for YouGov Direct. YouGov Direct provides a direct route to market for advertisers to contact consumers using precise targeting data that has been granularly permissioned and those consumers are rewarded for use of their data.
YouGov completed its plan to move away from traditional, project-based, market research to a subscription-based syndicated data model with supplementary data analysis services as part of its first five-year plan ("FYP1"). We have continued to invest in technology to expand our self-service offering to clients, while working towards integrating the entire YouGov product suite onto a universal platform.
2020 Accounts & Report Annual YouGov
- According to the ESOMAR Global Market Research Report published in September 2020. The industry definition reflected in the report includes both the legacy traditional sector and the newer tech-enabled sector.
2 The EU General Data Protection Regulation ("GDPR") and the California Consumer Privacy Act ("CCPA"). | 15 |
YouGov Annual Report & Accounts 2020
Our Strategic Pillars
The success of our vision is underpinned by our three strategic pillars.
Our ambition is to create a universal platform for the ethical and safe sharing of opinions and personal data so that we can offer our clients connected data, new analytical tools and innovative applications including activation (use of data in designing, targeting, delivering and monitoring success in large-scale marketing campaigns). The success
of this vision is underpinned by three strategic pillars, which guide our initiatives and business decisions.
Strategic pillar | What it means |
― Connecting datasets in our vast data library to increase ways in which our data can be used
― Customisation for clients to make our data offerings more relevant to them
Integration
― Making the data we collect from the public available to the public in meaningful ways
― Enabling online advertisers to use our data and platform to create large-scale targetable audiences and deliver marketing to them in a highly permissioned, GDPR- compliant manner
Activation
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Strategic report Governance report Financial statements Additional information
How it adds | 2019/20 | |
value | progress |
- Generates additional ― Continued investment
value from | in integration of our |
existing data | websites, apps, products, |
― Opens up new | tools, interfaces |
revenue streams for | and dashboards |
Custom Research | ― Further development of |
using syndicated data | YouGov Crunch |
― Launch of brand and | |
NPS® trackers, such as | |
YouGov Recommend+, | |
using connected | |
research data systems |
Strategy | Measure | ||
in action | of success | ||
Multiple new | |||
connected data | |||
Strategy in action | products launched | ||
Using YouGov Recommend+ | organically | ||
See page 18 |
AccountsYouGov& Report Annual
- Increases brand reputation and awareness
- Drives panel and client engagement
- Showcases the breadth and accuracy of our data
- Gives citizens control of their data
- Results in greater ROI for marketers as demonstrated by increased click-through rate and conversions
- Launch of YouGov Screen
-
Launch of the YouGov
America website, including broad coverage of the upcoming US Presidential Election - Rapid development and launch of the YouGov COVID-19 Public Tracker
- Strategic partnership with Imperial College
London in developing the YouGov COVID-19 Behaviour Tracker - Launch of an early release version of YouGov Direct in the US, UK and Canada
- Established a rapidly growing, engaged member base
Strategy in action Using YouGov
COVID-19 Tracker See page 20
Strategy in action Using YouGov Direct
See page 22
17%
YOY growth in media mentions globally
800,000+
YouGov America site visits since June 2020 launch
300+
YouGov COVID-19
Monitor clients
50+
clients trialling the YouGov Direct platform
40k+
YouGov Direct member base
2020
17
Strategy in Action
Data Integration
Gauging brand loyalty and harnessing valuable insights into drivers of consumer advocacy
YouGov Annual Report & Accounts 2020
The challenge
Net Promoter Score®1 is a well-known methodology designed to gauge a customer's loyalty towards a brand or company. It has been widely adopted by companies worldwide to determine the strength of their relationship with their clients. While NPS® is popular among corporate management teams, it is limited in its ability to predict future customer loyalty and how companies can drive NPS® higher. A YouGov client wanted to track NPS® in a standardised way across several regions in which it operates and to understand what drives and influences NPS®, using custom sampling and questions.
Our approach
Our Custom Research team worked closely with the client to understand their needs and determine the best way to approach their requirements, while providing highly valuable insights into customer behaviour. We quickly recognised that while custom sampling and surveys were necessary to deliver the project successfully, the bespoke data could be analysed in a more meaningful way if it could be connected back to the data-rich YouGov Cube. Since we run YouGov BrandIndex surveys daily in most markets, we have a good insight into a brand's current customer base. We developed a brand- specific, templated survey that we can put to the client's customer base, using our YouGov Re-Contact service, to capture NPS® as well as emotional and conviction-based drivers that influence NPS®. This combined the benefits of a syndicated tracker with bespoke NPS® research requirements.
The study illustrated here was conducted by YouGov to understand the key drivers of NPS® for two competing supermarket chains with different market positionings.
The results show that while both brands are well loved by current customers, the NPS® for the premium supermarket chain is driven by a customer's affection towards the brand, whereas the value supermarket chain is less reliant on that affection to gain promoters. On the other hand, while both brands are trusted by consumers to a similar degree, the value chain needs to have a greater focus on maintaining that trust to drive NPS® further.
The study was conducted in October 2019 with a sample size of 630 respondents in the UK.
The outcome
YouGov developed a new product, YouGov Recommend+, that links responses from commissioned NPS® brand health studies to the rich pre-existing information about more rational drivers behind brand relationships on BrandIndex. The result is a highly cost-effective NPS® diagnostics approach to give marketers the full picture on what drives consumer advocacy. Marketing professionals can evaluate
the importance of factors such as brand image, brand values, emotion and consumer personality in determining whether someone is likely to recommend a brand or not. Additionally, given the linkage to the Cube, clients can choose to further enhance their understanding of their customer base using our Profiles product offering.
Recommend+
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Strategic report Governance report Financial statements Additional information
"It's a brand I love" Performance Score (Scale 1 - 5)
"It's a brand I love"
Importance in driving NPS® (Scale 0 - 1)
Premium Supermarket Brand #1
Value Supermarket Brand #1
"I believe what this brand tells me" Performance Score (Scale 1 - 5)
"I believe what this brand tells me" Importance in driving NPS® (Scale 0 - 1)
Premium Supermarket Brand #1
Value Supermarket Brand #1
1 The NPS® was developed by Fred Reichheld and is a registered trademark of Bain & Company and Satmetrix.
2020 Accounts & Report Annual YouGov
19
Strategy in Action
Public Data
Providing data for public value to help assess the impact of COVID-19
YouGov Annual Report & Accounts 2020
The challenge
As the COVID-19 pandemic emerged and economies started to go into lockdown, there was a significant shift in consumer behaviour, opinions on Government performance and impact on livelihood. It became increasingly difficult to understand consumer sentiment and historical data was no longer reliable as the severity of the situation had unprecedented and wide- ranging consequences on daily lives. Organisations needed real-time data to manage their operations and responses in a rapidly changing environment.
Our approach
As a global public opinion organisation, YouGov is privileged to have so many people around the world share their views and behaviours with us every day. As soon as COVID-19 emerged
in the Asia Pacific region, our local teams started asking panellists to share their experiences about the situation. This allowed us to quickly replicate the research approach around the world as the virus spread globally. When the crisis was officially declared a global pandemic, our teams used the wealth of information that had already been gathered to turn these opinions into powerful datasets that could be used by governments, public health organisations, media agencies and brands to help them best navigate the pandemic and the evolving consequences of it.
The outcome
YouGov developed three
COVID-19 data products:
- YouGov COVID-19 Public Tracker Covering 27 countries and including responses from over 400,000 surveys. The tracker, available publicly on our website, looks at the impact of COVID-19on a broad range of topics such as fear, behaviours, support for and compliance with Government measures, impact on personal finances and job security.
- YouGov COVID-19 Economic Recovery and Consumer Monitor Covering three key countries with a consistent approach to allow for internal comparison and benchmarking. It is a paid- for product that goes beyond our public data, offering greater depth around three key areas: governmental approval, employment and changing habits.
-
YouGov COVID-19 Behaviour Tracker
Covering 29 countries with more than 20,000 people interviewed each week. It was designed in partnership with Imperial College
London to gather global insights on people's behaviours in response to COVID-19. Anonymised respondent level datasets were made readily available for download on GitHub™. to benefit public health and academic institutions globally.
- of people who say they are "very worried" or "fairly worried" that their children's education will suffer as a result of the COVID-19 outbreak
US | 28% | ||||||||||||
UK | 19% | ||||||||||||
15% | |||||||||||||
Sweden | |||||||||||||
51% | |||||||||||||
Mexico | |||||||||||||
Singapore | 32% | ||||||||||||
India | 53% | ||||||||||||
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Strategic report Governance report Financial statements Additional information
- of people who say their household's financial situation has "worsened" compared to one month ago
US | 23% | |||||||
UK | 21% | |||||||
Sweden | 17% | |||||||
Mexico | 61% | |||||||
Singapore | 39% | |||||||
India | 46% | |||||||
- of people who think their country's Government is handling the issue of COVID-19 "very well" or "fairly well"
US | 41% | ||||||||
UK | 39% | ||||||||
Sweden | 51% | ||||||||
Mexico | 36% | ||||||||
Singapore | 81% | ||||||||
India | 73% | ||||||||
2020 Accounts & Report Annual YouGov
This survey was conducted between 1 - 9 June 2020 with a sample size of 1,000 - 2,000 people in the above-mentioned countries. | 21 |
Strategy in Action
Ethical Activation
Targeted activation and empowering members' control over their data
YouGov Annual Report & Accounts 2020
The challenge
The EU General Data Protection Regulation ("GDPR"), which came into effect in May 2018, is designed to give people in the EU more control over their personal data. The GDPR requires organisations handling personal data to be transparent about their collection and use of data, protect it from misuse and exploitation, and give people control over how their data is used.
It also puts the onus on organisations to protect the privacy of their customers and employees by building privacy safeguards into products and services.
The GDPR is the most comprehensive privacy regulation the world has ever seen, and required organisations to make, in some cases, considerable adaptions in order to comply; this was particularly true for the market research, media and technology industries which rely heavily on the handling of personal data as part of their business models.
Since the implementation of GDPR, a number of countries have followed suit with the implementation of new or upgraded privacy legislation, for example the California Consumer Privacy Act ("CCPA"). The CCPA was signed into effect in January 2020 to enhance privacy rights and consumer protection for residents of California, US.
Our approach
Rather than view GDPR as a compliance burden, YouGov saw increased privacy regulation as an opportunity to create a new type of data marketplace that:
- improves understanding of audiences and ad targeting for brands and media agencies and turns advertising into a two- way conversation;
- empowers members with greater control of their data and creates the opportunity for them to obtain fair value from its use; and
- enables transformation of the digital marketing world by tackling some of the key challenges within the existing ecosystem - fraud and transparency.
The outcome
YouGov Direct is a fully opted- in and completely transparent audience insights platform supported by precise profiling data. It is a blockchain-based platform and advertising network that empowers members to choose which attributes they make available to marketers and advertisers, while earning rewards, and allows advertisers to pinpoint the audience they need. Through YouGov Direct, organisations are able
to get the results they need in minutes, from testing creatives to evaluating campaign performance. Blockchain technology allowed us to create an audit trail of verifiable transactions between advertiser and member. It breaks the traditional boundaries between research and marketing as advertisements can now be linked to actual business outcomes. It also allows members to sell their data to our clients so that companies can better serve and communicate with them.
Direct
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Strategic report Governance report Financial statements Additional information
A major UK automotive manufacturer has baked ad testing into its marketing workflow by using YouGov Direct to test television ads prior to launch. Between June 2019 and March 2020, the client ran ad tests on YouGov Direct ahead of three major campaigns, providing them with fast-turnaround insights within hours on effectiveness, key message take-out and creative direction. Ads were targeted to YouGov Direct users based on the current customer segments and likely future prospects. One such ad test yielded the following results.
2,000
responses
in 9 minutes
Insight informed
decision-making
2020 Accounts & Report Annual YouGov
23
Our Strategic Priorities
Based on our three strategic pillars (Data Integration, Public Data and Ethical Activation), we have identified five key priorities that will be a focus in the near term. Our ability to successfully execute on these priorities will ultimately determine delivery of management targets set out in our current growth plan (FYP2).
YouGov Annual Report & Accounts 2020
Our strategic priorities
Acquisitions
Global accounts
Global infrastructure
Panel
Product development and technology
2019/20 progress
- YouGov Sport (previously SMG Insight) delivered strong performance despite COVID-19 impact on sports sector
- Integrated Inconvo's chatbot technology into YouGov Direct
- Integrated YouGov Signal's social and digital sentiment analysis tool with the YouGov Cube
- Kicked off global key account management programme in the US and UK to focus on cultivating our most significant client accounts for cross-selling and up-selling opportunities
- Established Centres of Excellence ("CenX") to streamline operational activities
- Set up of new data processing hub in Bangalore and technology development hub in Toronto
- Further invested in building and developing our existing panels in Australia, Canada, India, Italy, Mexico, Poland, Spain and Taiwan
- Continuously monitored make-up and diversity of panel to ensure it is nationally representative
- Further developed our proprietary technology, including our analytics software YouGov Crunch
- Launched new products, such as YouGov Recommend+ and YouGov DestinationIndex
- Launch of YouGov Screen, our free YouGov Audience Explorer tool that helps build a deck- ready portrait of audiences
24
Strategic report Governance report Financial statements Additional information
Measure | 2020/21 objectives | |||
of success | ||||
― SMG Insight earn-out | ― Continue to identify bolt-on acquisition targets | |||
ended ahead of schedule | that increase sector coverage, expand access | |||
as the business exceeded | to panel and advance technological capabilities | |||
its targets | ||||
― Average response rate of | ||||
30% per YouGov Chat | ||||
― 25 key client accounts | ― Identify largest, multi-national clients in EU |
identified in the US and | and Asia Pacific and extend key account |
40 in the UK | management programme to those regions |
― Data operations | ― Build a global presence providing 24/7 |
overheads as a | client support to increase appeal of our self- |
percentage of global | service offering and to support syndicated |
revenue down from 4% in | data customers |
2014/15 to 2% in 2019/20 | |
Our long-term targets (2019-23)1
Double
Revenue
2020 AccountsYouGov& Report Annual
Double
Margin
- Number of panellists up 37% year-on-year globally
- Established panel in four new countries during the year
- 20% year-on-year growth in on-panel survey completes in 2019/20
- Panel expansion underway to include Austria, Brazil, Switzerland and Turkey in response to client demand
- Increase panellists in under-represented fragments of the population
- Closely monitor and drive down cost per acquisition in well-established markets
- Number of YouGov Crunch users up 64% year-on-year
- Starting to see uptake of YouGov DestinationIndex with a healthy sales pipeline
- Develop the YouGov Screen into a unique marketing platform
- Streamline our websites, apps and dashboards to make it easier for our clients and the public to interact with our data
- Continue developing and launching new products while increasing availability of existing products, such as YouGov Direct, globally
EPS CAGR > 30%
1 For more details on the FYP2 financial targets see page 11. | 25 |
Key Performance Indicators
Financial KPIs1
Revenue | Adjusted operating |
profit2 and margin |
£152.4m | £21.8m | ||
2019: £136.5m | 2019: £18.5m | ||
Definition | Definition |
Adjusted earnings per share2
18.1p
2019: 15.0p
Definition
YouGov Annual Report & Accounts 2020
Revenue is recognised in accordance with IFRS 15, to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services
Purpose
Quantifies revenue generated from our operations to ensure we are growing our business
Objective
Double Group revenue between 2019 and 2023
Revenue (£m)
136.5 | |||
116.6 | 152.4 | ||
Operating profit including amortisation of intangible assets charged to operating expenses and excluding separately reported items. Adjusted operating profit margin2 is expressed as a percentage of revenue
Purpose
Monitors our operating cost levels to ensure we are benefitting from operational leverage as our business grows
Objective
Double Group adjusted operating margin2 between 2019 and 2023
Adjusted operating profit2 (£m)
18.5 | 21.8 |
12.7 | 13.5 | 14.3 |
10.9 |
Adjusted profit after tax attributable to owners of the parent2 divided by the weighted average number of shares
Purpose
Measures our ability to generate shareholder returns from our operations
Objective
Achieve an adjusted EPS2 CAGR in excess of 30% for the period 2019-23
Adjusted earnings per share2 (pence)
15.0 | 18.1 |
11.5
2017/18 | 2018/19 | 2019/20 | 2017/18 | 2018/19 | 2019/20 | 2017/18 | 2018/19 | 2019/20 |
Adjusted operating profit2 margin %
1 | For a five-year summary of financial KPIs refer to page 146 of the Financial Statements. | |
26 | 2 | Defined in the explanation of non-IFRS measures on page 59. |
Strategic report Governance report Financial statements Additional information
Operating cash generation
Operational KPIs
12-month panel | Number of clients and |
retention | avg. revenue per client |
£38.7m
2019: £38.4m
Definition
Profit before tax adjusted for finance income/costs, non- cash items and change in working capital
69%
2019: 67%
Definition
Proportion of panellists who were active 12 months prior to the month cited who are still active in the month cited
3,344clients
2019: 3,075 clients
Definition
Number of clients that provided revenue. Average revenue per client is revenue for the period divided by the number
of clients
Purpose | Purpose | Purpose |
Annual YouGov
Indicates the level of cash generated from the ongoing commercial activities of the business
Objective
Generate sufficient cash from operations to continue to fund our organic growth plans
Measures the health of the panel by quantifying how well we are retaining engaged users
Objective
Maintain high panel retention to allow us to re-contact panellists and augment our connected dataset over a long period of time
Monitors ability of our sales team to bring in new clients while continuing to up-sell and cross-sell to existing clients
Objective
Ensure we are growing our client base and increasing revenue generated per client
2020 Accounts & Report
Operating cash | 12-month panel | Number of clients |
generation (£m) | retention (%) |
38.4 | 38.7 | 64 | 67 | 69 | 2,872 | 3,075 | 3,344 | |
23.6 | ||||||||
44 | 46 | |||||||
41 | ||||||||
2017/18 | 2018/19 | 2019/20 | July 2018 | July 2019 | July 2020 | 2017/18 | 2018/19 | 2019/20 |
Average revenue per client (£'000s)
27
YouGov Annual Report & Accounts 2020
Business Model
Our mission and vision
Our mission
Our mission is to supply a continuous stream of accurate data and insight into what the world thinks, so that companies, governments and institutions can better serve the people and communities that sustain them.
Our vision
Our vision is for YouGov to be the world's leading provider of marketing and opinion data. We want YouGov data to be a valued public resource used by hundreds
of millions of people on a daily basis, enabling intelligent decision-making and informed conversations.
Key strengths and inputs
― Pioneer of online |
market research |
― Large proprietary |
panel with strong |
panellist relationships |
― Unparalleled depth and |
breadth of connected data |
― Innovative market- |
leading technology |
― Internet-based approach |
enabling rapid delivery |
and resilience |
― Global reach supported by |
CenX model |
― Continuous reinvestment |
into business |
― Ethical approach, |
embracing GDPR |
― Respected brand name |
Our business model
What we do
We collect and analyse opinion and behavioural data from our proprietary global panel of 11 million registered members to provide our clients with data and insights to help them plan, develop and evaluate the impact
of their marketing and communication activities.
What makes us different
Our internet-based approach is a key differentiator as it allows us to keep panellists engaged for longer, connect longitudinal data in a high- value, structured manner and analyse it faster and more accurately.
Best Panel
YouGov has one of the world's largest research networks with a proprietary panel spanning over 40 markets worldwide, providing us with thousands
of data points on consumer attitudes, opinions and behaviour on a daily basis.
Best Data
Panel data is captured in the YouGov Cube, our unique connected-data library encompassing hundreds of thousands of variables and over a decade of data on our panel members. As the pioneer of online market research, we have a strong track record for data accuracy and innovation.
Best Tools
The value of our connected data is maximised through the application of leading‑edge analytics technology and strong research expertise.
Our integrated suite of products, services and tools operates as a systematic platform serving YouGov data and intelligence for all stages of the marketing workflow, including ethical activation.
and strong media presence |
― Talented, driven |
professionals |
― Strong culture and reputed |
management team |
― Robust financial position |
Underpinned by our Company Values
As we entered our current phase of growth in 2019, we launched our new Company Values. Our teams are encouraged to demonstrate these values in their day-to-day work.
28
Strategic report Governance report Financial statements Additional information
Strategic | Value we create for | |
priorities | our stakeholders |
- Continue investment in product development and technology to ensure we remain ahead of the market by becoming the new platform for brands to conduct large-scale engagement and ethical activation
- Further expansion of our proprietary online panel into new geographies to increase multi-national research capabilities
- Increase efficiency through our
CenX model to provide a superior client experience - Target key client accounts for cross-sell and up-sell opportunities, initially focusing on large multi- nationals, to integrate our data and tools across their entire marketing workflow
- Identify and evaluate acquisition opportunities to help build scale and fill technological gaps as necessary
Read more see page 24
Panellists
Rewards for participation in surveys, and having their opinions shape agendas
Employees
Competitive remuneration, attractive culture and personal development opportunities
Community
Public data as a resource for organisations to understand public opinion
Clients
Research data and insights that fulfils their business needs
Suppliers and partners Mutually beneficial relationships built on shared values
Shareholders Return on investment through share price growth and dividends
Media
Topical data and research to support editorial teams
Read more see page 40
2020 AccountsYouGov& Report Annual
Be fast | Be fearless | Get it right | Trust each other | |||
29
Operational Review
Commentary from | |
Sundip Chahal, | |
Chief Operating Officer | |
YouGov has continued to expand its footprint, not | |
only in established markets, but also across new | |
greenfield start-ups which have seen encouraging | |
2020 | progress ahead of initial expectations. This success |
has been underpinned by our CenX approach | |
Accounts | and philosophy - consistent, repeatable, cost- |
continuing to see efficiency gains across the core | |
effective - enabling us to drive growth. We are | |
& | business stemming from increased capability and |
Report | experience in our CenX worldwide. Our new site in |
Bangalore is also enabling greater opportunity in | |
Annual | technology development. The dispersed, always- |
on nature of our business meant that we were able | |
YouGov | to move quickly to fully working remotely, even |
absorbed any short-term loss of productivity as | |
in the more difficult locations such as India, and | |
we adapted. | |
Our sales teams are undergoing a transformation | |
to be more integrated across the business, and we | |
believe there is still ample headroom, especially in | |
the US. We continue to see opportunity for greater | |
cross-selling and are confident that the new global | |
key account management function can really help | |
drive stickiness with large, multi-national clients. | |
We also continue to benefit from synergies from | |
our acquisition of the SMG Insight business (re- | |
branded as YouGov Sport), through the expansion | |
of capabilities and awareness in aligned sectors, | |
using a similar blueprint. |
Data
Products
Description
YouGov's Data Products division comprises our syndicated data products, which are available to clients on a subscription basis. YouGov is continuously capturing live streams of data from its proprietary panel in the YouGov Cube, our unique connected data library. Data Products tap into the Cube, which includes over ten years of historic single-source data, to provide continuous monitoring of brand fundamentals and a detailed portrait of consumer segments.
We provide training to clients when onboarding them to ensure they can extract the highest value from the platform and provide customer support through our global client service teams. Contracts are typically negotiated on an annual basis and clients can adjust the number of users and geographies to suit their marketing needs. Data Products subscribers can also access additional datasets via subscription bolt-ons for specialised needs.
Products
Data Products mainly consists of our YouGov BrandIndex and
YouGov Profiles products, which have been combined into
our YouGov Plan & Track solution. BrandIndex allows users to continuously monitor brand fundamentals including brand awareness, advertising awareness, word of mouth, brand health, consideration, purchase intent, and customer satisfaction. BrandIndex data is updated daily (or bi-weekly or weekly in some developing markets) and includes up to 12 years of historical data.
Profiles offers the largest, most detailed and real-time consumer
database updated weekly. It connects cross-sectional data from panellists on demographics and lifestyle, brand, sector, and media, digital and social data all in one place, combining that with attitudes, interests, views and likes.
Data Products also includes several other products such as YouGov SportsIndex, measuring quality, performance and market potential for the most relevant sports leagues and events globally, and YouGov Signal, which tracks the digital expression of opinions on social media platforms and applies complex machine learning to contextualise online sentiment and conversation. YouGov DestinationIndex is a new tool tracking public opinion of
120 destinations across 25 key markets daily to provide marketers
with insights into the public's perceptions of their destination, as
well as their competitors.
How clients use it
- Audience identification and analysis
- Media targeting
- Campaign effectiveness
- Brand health monitoring
- Social media listening and analytics
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Strategic report Governance report Financial statements Additional information
Data | Custom |
Services | Research |
Description
YouGov's Data Services division provides clients with fast-turnaround survey services, charged on a rate-card basis. Omnibus surveys are run daily in most territories, providing nationally representative responses to clients within a short timeframe (most countries utilise a 48-hour turnaround, with 24-hour turnaround available in the UK and US). Our targeted services use the same fast-turnaround tools to reach bespoke samples where clients need responses from a more targeted audience.
Our highly trained researchers support clients in designing survey questions in line with best practice, using our user-friendly, interactive questionnaire scripting tool, YouGov Collaborate. It significantly enhances the speed of survey building and ensures users obtain the most accurate and actionable responses. Our research teams also extract connected data on survey respondents, housed within the data-rich YouGov Cube, to allow clients to analyse findings with unrivalled granularity. The results of the surveys and the connected data are reported in YouGov Crunch, our online data visualisation tool, which helps clients interpret and present compelling data to key stakeholders.
Products
YouGov RealTime (known as YouGov Omnibus in the UK and US), is the market-leading online omnibus survey service in the UK and available in 40 markets globally. RealTime is underpinned by YouGov's purpose-built technology and our highly engaged online panel, ensuring you can build surveys, watch live results and interpret robust, reliable data with ease. The size and diversity of the YouGov panel has also enabled us to extend our omnibus services to highly niche groups, for example B2B, C-Suite Directors and Members of UK Parliament. This allows clients with specialised research needs to run targeted surveys in a quick, cost-efficient manner.
YouGov Re-Contact works in conjunction with our subscription data products. Data Products subscribers can use it to undertake one or multiple fast-turnaround Omnibus surveys to augment the syndicated data they receive through YouGov BrandIndex and YouGov Profiles.
Description
YouGov's Custom Research division offers bespoke quantitative and qualitative research services delivered by sector specialists to meet a client's specific requirements. Our sector specialisms include consumer, corporate reputation and B2B, financial services, media and technology, sports and political and public sector. Our researchers work in conjunction with our clients to tailor research projects, from custom samples to questionnaires, and then deliver the results in line with the client's precise needs.
As part of our Data Integration pillar, Custom Research services have been strategically re-positioned to better align with our syndicated data products and services. Our research projects draw upon and build on data we hold in our data library, the Cube, and projects are delivered through our data analytics tool, Crunch. Based on this, we have developed commoditised research products that can be customised to meet specific client needs.
Products
Custom Research projects vary significantly in scope, scale and complexity and can range from large-scale national and multinational tracking studies to one-off surveys designed to address and explore specific commercial, social or political issues for the client.
YouGov Recommend+ is a brand-specific NPS® diagnostics approach to give marketers the full picture on what drives consumer advocacy. Marketing professionals can evaluate the importance of factors such as brand image, brand values, emotion and consumer personality in determining whether someone is likely to recommend a brand.
2020 AccountsYouGov& Report Annual
How clients use it
- Marketing and customer insight
- Generate media PR and coverage
- Win pitches
- Campaign planning and evaluation
- Ad tracking and concept testing
- New product development
How clients use it
- Tracking studies such as campaign effectiveness and customer satisfaction
- Brand health and reputation studies
- Syndicated studies covering sector or product trends
- Qualitative research
- Customer profiling
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Data Products
YouGov Annual Report & Accounts 2020
YouGov's Data Products division comprises our syndicated data products, which are available to clients on a subscription basis.
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Strategic report Governance report Financial statements Additional information
Financial performance
Revenue from Data Products increased by 24% (21% growth in underlying terms) in the 12 months to 31 July 2020. Strong performance was seen across all geographies, against a difficult trading environment for some clients. Our business model of collecting
and delivering data digitally ensured our clients were able to continuously monitor brand fundamentals and plan effective media campaigns despite the ongoing turbulence caused by the COVID-19 pandemic. Rapidly changing consumer behaviour and sentiment increased the importance of receiving up-to-date data and we were able
to capitalise on that client need as demonstrated by our performance.
Adjusted operating profit1 from Data Products increased by 26% to £18.0m and the operating margin increased by 1% to 35% reflecting the operational leverage of the division which benefits from a high level of automation for data collection and product delivery as well as our proprietary data.
2019/20 operational highlights We expanded the geographic reach of our syndicated data products suite during the year through our panel expansion. YouGov BrandIndex is now available in 42 countries (2019: 40) and YouGov Plan & Track (the combined BrandIndex and Profiles proposition) is available in 24 countries (2019: 21). Through our acquisition of SMG Insight (now YouGov Sport), our YouGov SportsIndex data product is available in 38 countries (2019: 38).
Case study
Since YouGov DestinationIndex was developed in 2019, a US-based airline carrier has been leveraging the tool not just to measure and track interest in key destinations, but to identify potential customers and new opportunities through the use of custom audience filters. The client can now measure its brand health by travellers to destinations it services and others around the globe, while filtering its own brand metrics through the most relevant audience segments. In addition, the airline carrier also utilises the data to help determine routes based on interest in travelling to and from specific destinations. This success led to a global launch of the product in July 2020.
Our data products have continuously evolved over the past year to track more brands, sectors and variables on consumers, which has helped us grow our client base and allowed clients to plan and execute more effective campaign strategies and track their success. We have also developed advanced modules of our publicly available YouGov COVID-19 Monitor on a paid-for basis to help clients navigate these challenging times.
Strategic focus
- Continue to widen brand and sector coverage to help expand client base
- Transition basic client support responsibilities to our CenX to ensure 24/7 availability
- Increase understanding of client businesses and challenges internally to enable our teams to address them using integrated YouGov capabilities
- Enhance local expertise to provide more effective solutions
- Raise level of client service to maintain strong renewal rates
Data Products
16.6 | 24.1 | 30.4 | 41.5 | 51.3 |
34 | 35 | |||
29 | 31 | |||
27 | ||||
2015/16 | 2016/17 | 2017/18 | 2018/19 | 2019/20 |
Revenue £m |
2020 AccountsYouGov& Report Annual
1 Defined in the explanation of non-IFRS measures on page 59. | Adjusted operating profit margin1 % | 33 | |
Data Services
YouGov Annual Report & Accounts 2020
YouGov's Data Services division provides clients with fast-turnaround
survey services, charged on a rate-card basis.
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Strategic report Governance report Financial statements Additional information
Financial performance
Revenue from Data Services increased by 2% (4% growth in underlying terms) in the 12 months to 31 July 2020. The focus on the US market and further territorial expansion has helped the division expand the revenue base beyond the core UK market. However, growth was moderated in the year due to several factors including a reorganisation in the Nordics, non-recurring election work in Asia Pacific in the prior year, subdued performance in Germany and temporary disruption from an internal sales restructure in the US.
Adjusted operating profit1 from Data Services decreased by 6% to £7.0m and the operating margin declined by 2% to 18%. The margin decline was largely driven by an increase in allocation of central costs and the full-year impact of transferring lower margin project work from the Custom Research division in the Nordics in the prior year. The division has also seen lower underlying growth in recent years which has lowered its ability to absorb rising investment costs.
Strategic focus
- Drive efficiencies across the business through automation, offshoring and combining resources with the Custom Research team
- Increase client engagement and satisfaction with a goal of driving greater loyalty
- Marketing the entire YouGov product suite as one combined offering through focus on Cube-aligned research work
- Complete the ongoing reorganisation of the teams with an aim to integrate Europe and Asia by the end of the next financial year
AccountsYouGov& Report Annual
Case study
With backing from supporters such as Google, Ofcom and BBC News, the Reuters Institute for the Study of Journalism's Digital News Report is
a worldwide study based on YouGov data. Using YouGov RealTime survey tools and Custom Research expertise, the 2020 study is based on data from 80,000 online news consumers in 40 markets - including Kenya and the Philippines for the first time.
The 2020 report looks at the impact of the COVID-19 pandemic on news consumption and on the economic prospects for publishers. It also looks at progress on new paid online business models, trust and misinformation, partisanship and populism, and the popularity of curated editorial products such as podcasts and email newsletters.
2019/20 operational highlights
As part of the new five-year strategic plan, the Data Services division has been focusing on an operational integration with the Custom Research division in an effort to streamline the research process and deliver higher-quality output and service to our clients. This reorganisation has resulted in some temporary disruption while we better align our teams and provide them with the right tools to deliver growth in the future.
We have also started to build out teams at our CenX that will be able to assist our research teams globally and have already started to see positive results of this transition in the form of greater collaboration between all three divisions on delivering valuable insights to clients.
On the technological front, we have continued to invest in enhancing the capabilities of our YouGov RealTime service, introducing the availability of live reporting of survey results as well as data delivery though our leading-edge Crunch analytics platform. The Data Services team has furthered the development of YouGov Collaborate, our aided self-service tool for the creation of research projects, and it has been implemented across all our internal markets and is being used by
a number of clients.
Data Services
17.9 | 23.3 | 29.0 | 37.2 | 37.8 |
29 | ||||
24 | ||||
21 | 20 | |||
18 | ||||
2015/16 | 2016/17 | 2017/18 | 2018/19 | 2019/20 |
Revenue £m |
2020
1 Defined in the explanation of non-IFRS measures on page 59. | Adjusted operating profit margin1 % | 35 | |
Custom Research
YouGov Annual Report & Accounts 2020
YouGov's Custom Research division offers bespoke quantitative and qualitative research services delivered
by sector specialists to meet
a client's specific requirements.
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Strategic report Governance report Financial statements Additional information
Financial performance
Revenue from Custom Research grew by 8% (12% growth in underlying terms) in the 12 months to 31 July 2020, compared to modest growth of 2% in the prior year. The improved performance of the division has largely been driven by the US and UK, as the realignment of the business with our connected data offering began to show positive results. While the division saw some weakness in typical project work, it was offset by COVID-19-related work and continued growth from technology clients. Performance in Mainland Europe was impacted by an ongoing restructuring in the first half of the year, as part of which certain segments were transferred to the Data Services division and recovered in the second half following large contract wins. The Middle East business was impacted by the winding down of the Kurdistan business as part our shift in focus to research projects and tracking studies that draw upon and build on our vast data library.
Adjusted operating profit1 declined by 4% in the year, representing an adjusted operating profit margin of 20% (2019: 22%). This decline was largely due to the closure of the Kurdistan business and an increase in central cost allocations.
Strategic focus
- Growing focus on delivering tailored research projects and brand trackers that utilise the data-rich YouGov Cube to provide valuable insights to our clients
- Greater collaboration to deliver projects that combine YouGov RealTime, Custom Research and YouGov Cube elements to produce customised deliverables, delivered using the Crunch platform, using leading-edge analytics and research methodologies
- Utilise our CenX to complement the local custom research teams, allowing the divisions to be more operationally efficient, delivering greater synergies, and produce a higher-quality output for our clients
- Increase exposure of Custom Research among our largest clients and build greater awareness around our research capabilities using our new global key account management structure
Custom Research
2020 AccountsYouGov& Report Annual
Case study
The Custom Research division plays a key role in YouGov's work with a leader in the plant-based meat sector, providing sector and analytical expertise to inform research approaches, advanced questionnaire design, and results analyses. The Custom Research team acts as key experts in client discussions, leads new initiatives, and produces reporting based on YouGov RealTime and YouGov Profiles datasets. The relationship continues to grow, having recently led to a YouGov Profiles subscription in addition to their full scope of ongoing work.
2019/20 operational highlights The Custom Research division underwent a business transformation during our first five-yearplan ("FYP1") which concluded on 31 July 2019.
As part of this transformation, we moved away from labour-intensive research projects and focused on higher-margin contracts that use the power of our connected dataset. During 2019/20, we completed the final step in that process by exiting our Kurdistan business.
During the year, as part our Data Integration pillar, our Custom Research division has developed tracking studies using the YouGov Cube that provide a customised, scalable way of delivering research data and valuable insights
to clients. These trackers minimise the need for proactive data collection required for each new Custom Research project while providing more connected and tailored data. This has resulted in the launch of several new products such as our NPS® tracking product, YouGov Recommend+, and our COVID-19 suite of products.
54.3 60.2 | 58.7 | 60.0 | 64.6 | |
20 | 22 | 20 | ||
13 | 15 | |||
2015/16 | 2016/17 | 2017/18 | 2018/19 | 2019/20 |
Revenue £m |
1 Defined in the explanation of non-IFRS measures on page 59. | Adjusted operating profit margin1 % | 37 | |
Section 172 Statement
Our approach
Under S172(1) of the Companies Act 2006 ("S172"), the Directors of YouGov plc (the "Company") are obligated to act in the way they consider would be most likely to promote the success of the Company for the benefit of its shareholders as a whole. In doing so, the Directors must have regard (among other matters) to:
- the likely consequences of any decision in the long term;
- the interests of the Company's employees;
- the need to foster the Company's business relationships with suppliers, customers and others;
- the impact of the Company's operations on the community and the environment;
- the desirability of the Company maintaining a reputation for high standards of business conduct; and
- the need to act fairly as between shareholders of the Company.
YouGov's governance framework is conducive to Board-level decisions being made with stakeholder interests, and the longer-term impact, in mind.
On the following page are some examples of how the Board of Directors considered matters and reached decisions, demonstrating how they have had regard for S172 when discharging their duties this year.
For more information on the groups we have identified as the Company's key stakeholders and how we engage with them, see pages 40 to 43.
YouGov Annual Report & Accounts 2020
Information is provided in Board papers which take into consideration the views of stakeholders (e.g. major investor input on reporting). Templated Board papers nudge the writers to consider stakeholder interests.
The Board is satisfied that information
provided is of sufficient quality to aid their decision-making; seeking assurance if required.
The Board's decisions are communicated to wider stakeholders.
Directors receive training on their duties to ensure their awareness of their responsibilities.
1.
Board
information
2.
Board strategic
discussion
3.
Board
decision
Presentations to the Board by both internal and external subject matter experts, and external advisors.
The Board takes into consideration
S172 factors in its strategic
discussions, such as the long-term
implication of decisions on the business
and the impact on stakeholders.
Actions are taken to implement
the Board's decisions.
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Strategic report Governance report Financial statements Additional information
Design and implementation of new long-term incentive plan
Stakeholders
Section 172 considerations
Matter for discussion
The Board sought a suitable replacement long-term incentive plan for Executive Directors and key management, in advance of the expiry of the LTIP 2014.
How the Board considered S172
LTIP 2019 was designed to promote long-term thinking by participants and achievement of long-term business targets.
In designing the rules, the Board:
-
engaged external remuneration consultants to advise on
the appropriate structure of a plan consistent with the Company's objectives and employee interests; - consulted our major shareholders to ensure that their expectations were met by the new plan;
- considered the shareholder dilution impact; and
- considered and approved documentation to support the plan delivery including an operational guide for the Remuneration Committee and a guide for participants.
Outcomes and actions
-
Plan launched in November 2019, with participants scheduled to receive their first awards in October
2020, subject to satisfactory achievement of their personal performance objectives and approval by the Remuneration Committee. - Prior to the grant of awards under the LTIP 2019, the latest shareholder dilution position will be considered by the Remuneration Committee.
External assurance of internal controls
Stakeholders
Section 172 considerations
Matter for discussion
The Board identified a need for an external assurance review of key internal control areas by subject matter experts - in addition to the routine annual external audits.
How the Board considered S172
The Board sought insight from stakeholders in the business to consider their views on the value of an assurance programme, areas to be targeted for review and, once underway, their views on the output of the assurance reports.
The Board tasked management to create roadmaps to tackle the recommendations from the assurance reports. In scrutinising the roadmaps, the Audit and Risk Committee considered the long- term consequences of decisions made (e.g. investment in resources and technological solutions) and the strategic approach to the actions.
The Audit & Risk Committee sought advice from subject matter experts on the proposed improvements, keeping in mind the desire to maintain a reputation for high standards of business conduct.
Outcomes and actions
- Board commitment to an ongoing assurance programme of key control areas, by external assurance specialists.
- For more on our external assurance programme, see page 74.
Implementation of new | Operational response to | |||
client services structure | the COVID-19 pandemic | |||
Stakeholders | Stakeholders | |||
Section 172 considerations | Section 172 considerations | |||
Matter for discussion | Matter for discussion | |||
During the reporting year, the Board | The COVID-19 pandemic posed | |||
oversaw a restructure of the UK | unprecedented disruption to our | |||
and US client-facing teams into | business during the year - from | |||
three layers to improve the client | closure of offices to tightened | |||
onboarding and service experience. | marketing budgets. | |||
How the Board considered S172 | How the Board considered S172 | |||
The CEO undertook client | The Board was key to determining | |||
satisfaction interviews with major | the approach we took to our | |||
clients during financial years | COVID-19 response, validating the | |||
2018/19 and 2019/20. The output | work and recommendations of the | |||
of these interviews was shared with | YouGov COVID-19 Response Team | |||
and discussed by the whole Board. | ("CRT") and enabling us to maintain | |||
Led by the COO, Executive | high levels of business continuity. | |||
Management designed the Strategic | In assessing the information and | |||
Sales Plan which was approved by | recommendations provided by the | |||
the full Board. In developing the new | CRT, the Board took into account | |||
structure, and prior to communication | the impact of the operational | |||
with the wider workforce, | response on multiple stakeholder | |||
Executive Management: | groups - employees, clients, | |||
― engaged with senior and | suppliers and shareholders | |||
in particular. | ||||
middle managers about the | ||||
proposed changes; | With the Company's interim results | |||
― reported on the planned | ||||
announcement falling due at the | ||||
changes to the Board; and | ||||
time of the FRC's moratorium on | ||||
― sought the Board's insight into | ||||
corporate reporting - applied | ||||
the plans during development. | due to pandemic-related market | |||
The Board considered the long- | uncertainty - the Board took | |||
term impact of the decision for the | into consideration the regulator's | |||
business; short-term disruption | recommendation and shareholder | |||
outweighed by long-term benefits. | interests in taking the decision to | |||
postpone the results by one week. | ||||
Outcomes and actions | Outcomes and actions | |||
― Phased restructure | ― | Our business remained | ||
commenced during 2019/20 in | operational throughout global | |||
UK and US. | lockdowns; no staff furloughed. | |||
― The CEO and COO continue to | ― | Board activities continued | ||
provide regular updates to the | virtually throughout the | |||
Board on progress. | lockdown period, utilising | |||
online solutions for Board | ||||
papers and meetings to ensure | ||||
a seamless transition. | ||||
― Return to Office Working | ||||
Group established to manage | ||||
the complex office reopening | ||||
plans globally. | ||||
2020 AccountsYouGov& Report Annual
Key
Panellists | the likely consequences of any decision in the long term | |
Employees | the interests of the Company's employees | |
Community | the impact of the Company's operations on the community and the environment | |
Clients | the desirability of the Company maintaining a reputation for high standards of business conduct | |
Suppliers and partners | the need to foster the Company's business relationships with suppliers, customers and others | |
Shareholders | the need to act fairly between shareholders of the Company | |
Media |
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Our Stakeholders
YouGov is committed to driving long-term sustainable performance for the benefit of our stakeholders.
In this section, we present | |
the groups we have | |
identified as our key | |
stakeholders, summarise | |
what matters to them, and | |
outline how we engage with | |
2020 | them both at Board level and |
more widely. | |
Annual Report & Accounts | |
YouGov |
Panellists
At over 11 million registered members, our proprietary global panel is our largest stakeholder group and is essential to our success. Engaged, diverse and opinionated panellists are key to our business. Ensuring effective engagement with
our panel is central to what we do.
What matters to them
Security of their information
We work hard to ensure that we provide clear and accessible information to panellists about how we use their personal data.
Rewarding user experience
We aim to provide a rewarding and compelling user experience for panellists, constantly seeking to optimise the benefit they receive for the effort they put in.
How we use the information they share with us YouGov is committed to the ethical use of personal data, and we endeavour to provide clear and comprehensive information for panellists about what data we collect from them, and how we use it.
How we engage at Board level
At each meeting the Board receives a panel report on the health and representativeness of our panel. During the year, the Board received a presentation by the Global Panel Director on panel innovations.
How we engage across YouGov
Keeping employees informed
It is important all staff understand the fundamentals of our panel. To increase engagement around the business, we share key panel statistics and have
a dedicated section on Youniverse (our intranet).
Employees as panellists
We encourage our employees to become panellists so that they can fully appreciate the panellist experience.
Ensuring a representative panel
It is imperative that our global panel is representative of the markets we are operating in. We invest in technology to reach panellists who may not be open to a traditional approach.
For more on our panellists, see page 46.
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Strategic report Governance report Financial statements Additional information
Employees
To keep innovating and developing at the rate necessary to attain our strategic objectives, we hire high-achieving, talented employees and in return they rely on us to provide good employer value.
What matters to them
Employer value
The benefits which employees receive in return for the skills and experience which they bring to the business.
Work environment
Employees want to be safe, comfortable and secure in their workspace.
How we engage at Board level Employee engagement reports and updates on relevant projects are presented to the Board.
The Board travels away from our UK headquarters twice annually to meet employees in other offices. This year, our November meetings took place at our Copenhagen office.
How we engage across YouGov
Internal communications
We leverage various platforms for internal communications, including Global Town Halls and our intranet, Youniverse. To enable virtual collaboration between colleagues, we provide tools such as Zoom and Office 365.
Diversity & Inclusion Task Force
The employee-led task force aims to identify a set of actions to make YouGov a more diverse and inclusive place to work. Read more on page 47.
Pulse surveys
In our monthly Pulse surveys we check in with employees on their wellbeing and mental health.
Engagement Champions
Our network of Engagement Champions are responsible for engaging their teams in Pulse surveys and working to improve employee engagement.
For more on our employees, see page 49.
Community
We supply select data to the public free of charge as a public service, through our Public Data initiative, and we support industry initiatives which benefit the research community.
What matters to them
Free public data
Providing free access to high-quality public data gives researchers access to a store of opinion research that would otherwise only be accessible to those who could afford it.
Supporting industry initiatives
As a key employer in the research and data analytics industry, our public support of initiatives to benefit those working in our industry is important.
How we engage at Board level
The Board developed the current strategy and determined that key strategic pillars of FYP2 would be a focus on public data and the ethical collection and use of data (for more on our strategic pillars, see page 16).
How we engage across YouGov
Public Data initiatives
Through our Public Data initiatives, we make a wide range of information available for free to the public. This free data is delivered via our website and directly to certain organisations. See page 20 for more detail, including our in-depth YouGov COVID-19 Behaviour Tracker and YouGov COVID-19 Public Tracker.
Sponsoring MRS Pride
We have been delighted to once again sponsor the UK Market Research Society's "MRS Pride" initiative in 2020. MRS Pride is designed to provide a platform for LGBTQ+ consumer insight and methodology best practice. Our sponsorship has supported events which aim to create a new space and community for LGBTQ+ research, insight and analytics professionals as well as educate allies.
For more on our community engagement, see page 46.
2020 AccountsYouGov& Report Annual
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YouGov Annual Report & Accounts 2020
Our stakeholders continued
Clients
Our client base is predominantly focussed on marketing activities and includes some of the world's most recognisable brands.
Clients rely on our supply of high-quality, accurate data to enable intelligent decision- making and informed conversations.
What matters to them Understanding their needs and meeting them It is important that we engage with clients to understand their needs. This enables us to target our innovations into areas of demand and remain competitive.
Veracity and legality of the data we provide
Our clients rely upon our data for decision-making and it is therefore imperative that we conduct our research diligently, ensuring an accurate product which has been obtained in an ethical way.
How we engage at Board level Alongside regular client updates from Executive Management, the Board receives client presentations at the annual Board strategy meeting each year.
Feedback from clients is on the agenda at each Board meeting, as part of the CEO's report. The CEO regularly conducts interviews with major clients and reports learnings back to the Board.
How we engage across YouGov
Key account management
We are educating the business about our client- centric approach so that we are all engaging with our clients in an improved and consistent manner.
Product education
We hold webinars for staff to learn about new products and how to pitch them to clients. For our clients, we offer webinars on how to get the most out of our tools, led by subject matter experts.
Sharing commercial updates
A regular feature of our Global Town Hall meetings is an update on client wins and projects, encouraging employees from all departments to understand the key clients for our business and how we are supporting them.
For more information on our client offering, see page 52.
Suppliers and partners
We aim to work with organisations that match our values and share our ethical approach to business. Our supply chain plays a vital role in supporting our growth and enabling us to meet the needs of our clients and other stakeholders.
What matters to them
Clarity of terms
We use formal contracts (including master services agreements) with suppliers that are appropriate for the type of service provided.
Payment in a timely manner
Prompt payment is always important, but particularly so during the challenging economic climate this year.
Mutually beneficial relationships
It is important for our suppliers to benefit from our relationship with them, as we will from them.
We are delighted to have key partner relationships in some areas of the business, for example our YouGov Global Partnerships Programme partners (helping us to promote YouGov products and services in regions where we do not have our own presence) and our Panel Acquisition partners (working to grow our panel in targeted areas).
How we engage at Board level
The Board receives updates on supplier and partner relationships from the COO at each meeting.
How we engage across YouGov
Supplier Assessment Process
This year we launched a Supplier Assessment Process, to improve due diligence checks and to provide a more efficient onboarding process for the suppliers themselves.
For more information on our suppliers and partners, see page 47.
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Strategic report Governance report Financial statements Additional information
Shareholders
Our Executive Management engages with shareholders regularly throughout the year to ensure they are apprised of our strategic growth plans and financial results. Institutions make up the majority of YouGov's shareholder base, accounting for around 60% of the shareholding at year-end.
What matters to them
Return on their investment and a business operating in a way that is consistent with their expectations.
How we engage at Board level
Our Board regularly engages with investors on matters such as financial performance and strategy. We hold investor roadshows in the UK and US each year (these have been held virtually in 2020).
Our Annual General Meeting is an opportunity for shareholders to meet the Board to discuss the Annual Report & Accounts and other matters.
During the year, meetings take place between investors and both the Non-Executive and Executive Directors on an ad hoc basis.
How we engage across YouGov
Investment in our investors
During the year we invested in additional resource dedicated to investor relations, creating a new Investor Relations Manager role.
Corporate website
In 2019, we launched a new corporate website to provide streamlined access to all our published corporate data and additional resources
for investors.
Annual Report & Accounts
Our Annual Report & Accounts is prepared each year to provide details to our shareholders on the performance of the business and operation of the Board and is a key document for investor engagement.
For more information on engagement with shareholders, see page 70.
Media
Our research is a trusted resource regularly referenced by media outlets worldwide. During the year to 31 July 2020, among our global market research competitors, YouGov ranked first when it came to the volume of media mentions. In respect of individual countries, YouGov ranked first in the UK and Germany, and second in the US.
What matters to them
Access to accurate data
Journalists regard YouGov as a trusted source of accurate data, enabling them to quote our research with confidence.
Topical research
Access to our large proprietary panel enables us to provide quick turnaround on topical research.
How we engage at Board level
The CEO provides updates to the Board meetings on media mentions and engagement.
How we engage across YouGov
Content Marketing team
We have a Content Marketing team dedicated to creating and distributing quality insights based on YouGov data. We are known for our independent editorial stance.
Key media partners
The flagship programme of US television network Comedy Central, The Daily Show with Trevor Noah, has partnered with YouGov for the 2020 US Presidential Election to measure public attitudes with a hint of comedy. The collaboration provides in-depth research about attitudes among US voters and offers an accessible entry point for the US public to read important opinion data around the election.
Keeping panellists informed
Where a panellist participates in a survey which results in media coverage, where possible we will inform them so that they can see how their response contributed to a news article, for example.
For more information on our media mentions this year, see pages 16 and 17.
2020 AccountsYouGov& Report Annual
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Environmental, Social and Governance
YouGov Annual Report & Accounts 2020
Highlights
- YouGov's core mission is to give people a voice.
- We are proactively keeping our ESG practices relevant and fit for purpose.
- Governance has a key role in our strategic plan.
Q&A
Stephan Shakespeare, Chief Executive Officer, talks to us about YouGov's approach to environmental, governance and social factors ("ESG")
Q:
What does good ESG practice look like at YouGov?
A:
Our commitment to ESG is core to what we do. We operate lawfully and ethically in all areas relevant to our business, including how we collect data from panellists, how we service our clients, and how we handle our employee data internally. We have a responsibility
to protect the privacy of all our stakeholders, and to "get it right" - one of our Company Values - for them.
We are proactively keeping our ESG practices relevant and fit for purpose, and we have a solid governance framework to support that. We also have anti-bribery and corruption policies in place, as well as a whistleblowing policy, in order to avoid breaches of the rules.
Our environmental footprint is minimal because we're working fully online, and we have minimal business travel. However we are keen on conducting accurate reporting and finding ways to reduce our environmental impact where we can.
We are also committed to having a positive impact on society, by keeping our employees engaged and giving them opportunities to grow with the Company.
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Strategic report Governance report Financial statements Additional information
An example of this has been supporting our employees with the setting up of an internal Diversity & Inclusion Task Force, as a way to give a voice to our workforce around how to make YouGov more diverse and inclusive, across everything that we do.
This all said, the most effective approach to ESG is to focus on what you're best at.
Q:
What are YouGov's ESG strengths?
A:
YouGov's core mission is to give people a voice. One of the things that makes us unique as YouGov is that we invest hugely in public data. What it means is that we have websites (such as yougov.co.uk/topics) dedicated to making a huge amount of our data free - thousands of interviews per day are dedicated to this, to make sure everyone's voice is heard and everyone has access to the best and most complete store of opinion research. Further, we give a lot of free polling to academia as well as some charities. We believe this is the best use of our resources for ESG.
The YouGov COVID-19 Tracker that we launched in partnership with Imperial College London is a good example of projects where we supported academia and health organisations with what we do best, our research.
We have very good examples of cases where our data has triggered positive changes in societies. A good example, which came from our team in Asia Pacific, is a survey we ran about rent discrimination, which resulted in a ministerial decision to issue an anti- discrimination law. This is exactly the type of work we can do for society, because it's what we're uniquely positioned to do, and what we're best at. And we'll continue investing in public data to strengthen our ESG impact.
Q:
How do you ensure that employee engagement is effective?
A:
This question is particularly pertinent in the full remote working environment that we've had to adopt since the COVID-19 pandemic.
We coincidentally launched our new intranet (Youniverse) while all our offices were closed due to lockdowns, offering a new avenue for engagement for our employees globally. The launch of the intranet was part of an increased effort to invest in internal communications, which also involved hiring a dedicated team to support leadership comms and internal comms overall.
We have also been organising regular global virtual Town Halls, during which the executive team give updates to all employees and take questions during interactive Q&A sessions.
We ran four consecutive monthly "Pulse" surveys with all employees during the pandemic to gauge their wellbeing and mental health, as well as the level of satisfaction with communications from the leadership and management. The survey results led to setting up a network of "Engagement Champions" from across the business, working closely with HR to ensure that there's
a two-way communication between employees on the one hand and HR and senior leaders on the other.
We are scheduled to run a larger and more comprehensive annual engagement survey later in this calendar year, which should allow us to see if there has been progress in levels of engagement across the Company and across teams.
Q:
What is YouGov's approach to diversity and inclusion?
A:
Our approach to diversity and inclusion is that it should be part of everything that we do.
For panellists, we're developing new ways to reach out to groups that are often under-represented in research, through the newly launched YouGov Chat feature, for example. We are also making sure that we're representing ethnic minorities, to accurately reflect all communities within the panel.
We're making our language in research more inclusive, and our product and technology teams are looking into inclusive design to enable users with specific needs to access our panel and services. They are also taking action to ban using discriminatory language in technology.
None of the above can be done without having a truly diverse workforce, in
an inclusive workplace. We are very keen on attracting and retaining the best talent. And best talent also means a diverse pool of talent, with various backgrounds and perspectives to avoid all possible biases, which is key to what we do.
We're also keen to improve gender diversity and we've been reporting on our UK gender pay gap for three years. Our Diversity & Inclusion Task Force has also conducted a survey and a set of focus groups to canvas the opinions of our employees in order to identify a set of actions that will help us make YouGov more diverse and inclusive.
Q:
What role does governance play in YouGov's strategic plan?
A:
Governance has a key role in our strategic plan. It allows us to safeguard all the valuable data that we get from panellists daily, through the governance frameworks that we have in place
to protect it. We take our position as custodian of our panellists' data very seriously.
The importance of good governance underpins our reputation as a trusted player, and it is central to our business model. The trust of our panellists and clients is an asset that we need to protect and look after.
YouGov Direct is a good example of good governance around ethical activation, in line with GDPR. We are fully dedicated to adopting good social ethics and the way to achieve that is to ensure governance frameworks and processes are in place and are regularly reviewed and updated to remain relevant
and pertinent.
2020 Accounts & Report Annual YouGov
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Environmental, Social and Governance continued
YouGov Annual Report & Accounts 2020
YouGov recognises the importance of ESG factors when measuring the sustainability and ethical impact of the Group. The Board sees ESG as key to a successful strategy for the business and the new positioning of our ESG report in the Strategic Report better reflects the importance of ESG to YouGov.
In this report we explain how ESG factors run through the core of what we do, discussing each area in turn.
Social
It is YouGov's mission to make people's opinions heard for the benefit of the wider community. We provide insights into what the world thinks.
Our panel
Protecting our panellists' data Central to our business model is our proprietary global panel of over 11 million registered members, and the opinion data they entrust us with. Our Data Protection and Information Security teams work closely with a dedicated Panel team to ensure the safety of our panellist's data. We pride ourselves on consent rates in excess of 90% for the collection and use of the "special categories" of data outlined in the EU General Data Protection Regulations, and work hard to ensure that we provide clear and accessible information to panellists about how we use their personal data.
Quick and convenient reward
Our industry-leadingre-contact rates are testament to the strength of our proposition to panellists. Our Panel team works closely with our technology and data teams to design new features to enhance the panellist experience, using panellist feedback systematically to understand where the user experience can be improved. A focus this year has been on diversifying the reward options available to panellists and speeding up fulfilment through integrations with global partners.
Ensuring a representative panel
It is imperative that our global panel is representative of the markets in which we operate. We communicate with panellists in many languages. An area of focus for us is ensuring the diversity of panellists, including adapting our methods of panel engagement to reach new or previously under-represented groups. During the year we have invested in developing new technology, such as YouGov Chat (yougov.chat),
to reach panellists who may not be open to the more traditional online survey approach.
Our community
Enabling public discourse
One of our key strategic pillars for FYP2 is the provision of accurate public data and we make a wide range of information available for free via our website (see page 16 for more detail on our strategic pillars). In addition, we provide certain polling services to academic institutions for free to support their work - utilising the same research methodology and expertise that we use for our paying clients.
Sharing knowledge and insights To support the healthcare research community and public health bodies across the world, we have partnered with Imperial College London to gather global insights on people's behaviours and opinions in response to COVID-19,with the data being freely available for public health researchers in the form of our in-depthYouGov COVID-19Behaviour Tracker (coviddatahub.com). For more information on this initiative, see the case study on page 20.
To provide aid directly to the World Health Organisation ("WHO") pandemic response, YouGov partnered with Imperial College London, Oxford University, and the UN Sustainable Development Solutions Network to deliver free data, surveys and research reports to the WHO on a weekly basis on topics such as public health, compliance and health policy response in over
20 countries.
Transparency
We operate in an industry where data protection and the ethical treatment of data is of paramount importance. We are clear that we are an ethical handler of the data with which we are entrusted. We provide information on our approach to data privacy and security on our corporate website (corporate.yougov. com/compliance), explaining how we keep information safe.
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Strategic report Governance report Financial statements Additional information
Our suppliers and our partners
Our supply chain is vital to supporting our growth and enabling us to meet the needs of our business. When choosing suppliers, we work to ensure that they align with our values and share our approach to ethical business.
Choosing our suppliers and partners During the year we undertook a major review of how we assess and onboard suppliers. As a result, we were
We take privacy and data security very seriously, and believe that everyone's personal data should be handled responsibly regardless of where an individual resides.
pleased to launch our new Supplier Approval Process, which includes an assessment of suitability, a due diligence assessment, a legal review of the contract and financial onboarding. The due diligence assessment enables us to understand the supplier's approach to compliance and governance -
from privacy and data security to their approach to environmental management and sanctions compliance.
Robust legal documentation
Our Legal team reviews all key supplier contracts, ensuring a consistent approach with fair and reasonable terms for both parties.
Timely payments
During the year we reviewed our payment processes and made improvements. For example, our updated Purchase Order process ensures that costs are approved prior to submission of invoice so that any queries can be dealt with upfront.
Human rights in our supply chain We have adopted a Modern Slavery Act Statement since 2018, which is published annually on our Corporate website (corporate.yougov.com/ modernslavery). Our suppliers are asked to confirm their approach to eliminating modern slavery in their supply chain as part of our Supplier Approval Process. We operate in a relatively low-riskindustry from this perspective but we acknowledge that no industry is entirely without risk.
Our culture and values
We expect our staff to exercise high professional, ethical and moral standards - and we foster the culture to enable them to do so. Ours is a culture where operating quickly, efficiently and innovatively is valued, but cutting corners to achieve that is not.
Our values adopted in 2019 - be fast, be fearless, get it right, trust each other - reflect our culture. We work to be ahead of our competitors and be innovative but backed by the requirement to always get it right; to not sacrifice accuracy and ethics to achieve growth. Our governance framework provides employees with the support to raise concerns where they identify unethical behaviour. For more information on our governance framework see page 51.
During the year, our corporate culture has been tested with staff away from our office spaces and working remotely for long periods of time. We look at how we approached some of those challenges in "Our people" overleaf. Our workforce's ability to respond to the challenges posed by the pandemic, their resilience in the face of potential disruption, is testament to them and to our culture.
As YouGov has adopted the QCA Corporate Governance Code, the Board is not required to formally consider the requirements of the FRC's Corporate Governance Code on the assessment and monitoring of culture. However, we do take the following into consideration when assessing corporate culture:
- Employee engagement responses (see page 49)
- Whistleblowing notifications (see page 72)
-
Health and safety performance
(see page 49) - Progress on diversity and inclusion (see below)
- Progress on reducing the gender pay gap (see page 49)
- Investment in learning and development (see page 49)
- Findings from audits (see page 51)
Diversity and inclusion
Respect for diversity and inclusion is at the heart of all we do.
In response to the Black Lives Matter social movement, employees at YouGov set up an internal Diversity & Inclusion ("D&I") Task Force, consisting of members from across all regions and functions, including research, development, data science and corporate services. This initiative was highly welcomed by the workforce and Executive Management engages with it enthusiastically. The D&I Task Force is looking into ways of removing barriers to diversity not only within the workplace, but also within our panel, product and research methodologies.
In the UK, we are pleased to be a Stonewall Diversity Champion and are committed to the Disability Confident scheme.
We work to ensure that opportunities for training, career development and promotion are equal for all.
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Environmental, Social and Governance continued
Workforce diversity1
Gender | ||||||
Senior leadership | Reports to senior | All employees | ||||
(Executive Management | leadership | |||||
and their direct reports) | ||||||
& Accounts 2020 | Female | 31% | Female | 45% | Female | 43% |
Report | ||||||
Male | 69% | Male | 54% | Male | 52% | |
Not specified | 1% | Not specified | 5% | |||
Annual | ||||||
YouGov | ||||||
Region | Age |
United Kingdom | 33% | 19 and under | 1% |
Europe | 23% | 20 - 29 | 39% |
Americas | 21% | 30 - 39 | 38% |
MENA & India | 14% | 40 - 49 | 16% |
Asia Pacific | 9% | 50 - 59 | 5% |
60+ | 2% |
48 1 Percentages based on a total of 1,146 employees as at 31 July 2020.
Strategic report Governance report Financial statements Additional information
Our people
YouGov is committed to providing an inclusive working environment, in which our employees can realise their potential free from discrimination or harassment. We endeavour to foster a diverse workforce, representative of the regions in which we operate.
Listening and engaging
In prior years' employee engagement surveys, communication from management was identified as an area which needed improvement. We have invested in improvements, leading to:
Global Town Halls
Hosted by Executive Management and supported by guest presenters, Town Halls are all-staff meetings hosted from different global locations and streamed live. During the pandemic, these have continued virtually. Each Town Hall includes a section in which employees who have demonstrated our core values that month are amplified.
Youniverse, our intranet
During the year we launched a new global intranet, Youniverse. At time of writing we have over 1,100 users globally, representing 100% of our workforce. Articles are published daily to support Company initiatives (such as cyber security awareness) and to increase understanding of different teams and business areas (a regular "Team Spotlight" series).
Pulse surveys
We run an annual employee engagement survey, but during the year we have also launched monthly "Pulse surveys". In each survey, we check in with our workforce on their wellbeing and mental health - which is particularly important when we are working
Representation matters
We support the rights of our employees to join trade unions and workers' councils. Where workers' bodies exist, we ensure that our processes involve them in any decision-making as appropriate.
Reporting
This year was the third year of our gender pay gap reporting in the UK. You can view the full report on our website (corporate.yougov.com/ genderpaygap). Our focus remains on closing the gender pay gap where it exists, not just in the UK but across the Group. Measures taken this year regarding improving the quality of our HR data to make informed decisions, launching our new D&I Task Force and reviewing our policies to ensure they are employee-friendly all contribute towards this objective. These measures also move us forward towards a point where we may be able to readily identify and report on other pay gap areas in the future.
Investing in HR
Our HR function has undergone reorganisation and investment during 2019/20 in order to meet the demands of the business and our intensive growth plans.
Attracting, retaining and developing talent
Our commitment to attracting, retaining and developing talent is reflected in the investment we have made in this area and the measures we have in place to ensure YouGov is an industry-leading, attractive and rewarding place to work. During the year, these measures led by our HR team have included:
Additionally, benefits such as flexible working opportunities, and long-term share incentive plans for key employees, help us to attract and retain talent.
Health, safety and wellbeing YouGov takes all reasonable and practicable steps to safeguard the health, safety and welfare of its employees. We recognise our responsibility for the health and safety of those who may be affected by our activities and take care to operate in a safe and secure manner.
Activities this year included:
- establishing a Global Facilities function with oversight of health and safety management globally;
- collating our health and safety guidance on Youniverse to increase accessibility for our staff;
- in the UK, training a group of Mental Health First Aiders to support colleagues through mental health crises at work; and
- engaging an external Occupational Health resource to assist our employees with medical or other issues which impact their ability to work.
This has been a year which has challenged our health and safety practices in unprecedented ways; you can read more about how we responded to the COVID-19 pandemic overleaf.
2020 AccountsYouGov& Report Annual
remotely. The Pulse surveys also provide opportunity to ask employees their views on topical issues, which has included diversity and inclusion.
Championing employee engagement Our network of Engagement Champions has been established by the Talent Development team. These employees, representative of all areas in the business, are responsible for engaging their teams in Pulse surveys, analysing the results of these surveys and working with their teams to improve the employee experience.
See more about our employee engagement and our Board's active engagement with employees on pages 41 and 93.
Measure | Work undertaken |
Employer value | Defining our EVP so that we can communicate it to our |
proposition ("EVP") | people and prospective new joiners. |
Recruitment from within | Improving our Performance Management process in |
preparation for launching our new Talent Management | |
framework. | |
Graduate programme | 70% of the graduates who completed the programme |
this year have taken permanent roles at YouGov. | |
Learning and | Held focus groups to identify good management |
development framework | skills and behaviours, and began work to refresh the |
framework. | |
Learning and | LinkedIn Learning launched during the year, enabling |
development resources | staff to complete self-directede-learning. Since |
launch in April 2020, there have been 676 active users | |
with over 1,365 training hours completed. | |
Reward function | A new Head of Reward role was created to manage |
reward activity and help shape the reward strategy. |
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Environmental, Social and Governance continued
Our governance in action during the COVID-19 pandemic
YouGov Annual Report & Accounts 2020
In early March 2020, the Group Head of Governance convened the first meeting of the YouGov COVID-19 Response Team ("CRT"), a group set up to monitor the changing environment and make executive decisions regarding continuity of business operations and staff safety. The CRT consists of the Executive Management plus senior leaders from Governance, HR, IT, Operations and Facilities. Initially meeting weekly, this group has:
- developed the business response to the pandemic and documented decisions taken;
- managed pandemic-related risks while offices remained open - implementing processes to self- declare illness or exposure to COVID-19 to enable track and trace within offices;
- communicating a business travel ban;
-
implemented new staff absence recording specific to COVID-19
- related illness or caring responsibilities, to enable the business to identify areas where teams may be under-resourced due to absence; - empowered local management to make office closure decisions in line with Government guidance;
- approved the Group Emergency Remote Working and COVID-19 policies to provide a new governance framework for handling office closures, remote working, returning to office and wellbeing;
- communicated with the business to keep staff informed; and
-
established the Return to Office
Working Group ("RTOWG") to work through the detail of office reopening plans.
Back to the office
As a business we are fortunate that we had an established culture of remote and flexible working, which enabled us to switch seamlessly to remote working with the exception of some minor disruption to our CenX operations based in India and Romania. However, the prospect of reopening offices
was far more complex given the new, and changing, regulations on social distancing and hygiene which differ across countries.
The RTOWG consists of management from HR, Governance, Operations, IT, Facilities and Data Protection. Meeting regularly since August, this group created a set of guidelines and resources to help offices reopen to staff in a safe and secure way.
Utilising the expertise from the different specialists in the group, it:
-
created an Employee Return to
Office Risk Assessment which has been rolled out globally; - created a phased approach to office reopening taking into consideration social distancing measures; and
- worked with local management to prepare plans in compliance with the guidelines which were then presented to Executive Management for approval..
What happens next
We continue to monitor developments, seeking to reopen our offices where appropriate while supporting staff who are working remotely.
We are engaging closely with our workforce and adapting, as required, to their concerns alongside the latest Government guidance.
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Governance
Our governance framework
The governance framework at YouGov is supported by our Governance team. You can read more about its activities in the Corporate Governance Report on pages 68 to 72.
Leadership
Executive Management is supported by a global leadership team of 25 who meet remotely on a regular basis. In January 2020, the whole team met in person in Dubai for a three-day conference sharing FYP2 departmental operational plans.
New senior leadership roles were created this year to support the growing business in its drive to meet its targets, including: General Counsel (heading up our in-house Legal function); Deputy CFO (providing support to the CFO in his leadership of the Finance function); and Group HR Director (overseeing the Human Resources function).
In addition to the Board Committees we have a number of governance and leadership committees, including the Information Security Committee and the Data Privacy Committee outlined overleaf.
Measured policies
We have a suite of policies and procedures that provide guidance on the standards to which we operate, implementing our governance framework. All policies, including those on data security and privacy, are subject to review on an annual basis, including formal Board approval for key compliance policies (for information see page 72. These reviews ensure that the policies remain fit for purpose and help to identify where changes need to be made to accommodate the growing business. We are a business with a strong entrepreneurial spirit, fast moving and innovative. It is therefore important that our governance policies complement the business and enable it to achieve its goals.
Robust risk management and internal controls
The Board's Audit & Risk Committee has oversight of risk management and internal controls at YouGov, including the implementation of the Group Risk Management Policy and Procedure. As part of our work to continuously improve our internal controls as the business grows, the Audit & Risk Committee oversaw an external assurance programme in 2020. You can read more about our risk management programme on page 60 and internal controls on page 62.
Our data security and privacy framework
The global data security and privacy landscape has changed considerably in recent years and continues to do so. GDPR is now the world's most comprehensive data protection regulation, the CCPA has reignited the discussion around privacy rights in the US, and many other countries are creating or updating their legal frameworks to strengthen the rights that people have over their data.
As a global data company and provider of research insights in more than
40 markets, we take privacy and data security very seriously, and believe that everyone's personal data should be handled responsibly regardless of where an individual resides. We have therefore decided to incorporate the GDPR's principles and framework as much as possible into our global operations, while complying with all other applicable privacy and security obligations in the markets in which we operate.
While our responsibilities may originate from many laws, regulations and guidelines that apply to us,
we believe that complying is more than a box-ticking exercise; it is an opportunity to create and reinforce trusted relationships with anyone who provides us with their personal data - from those who participate in our surveys, to our clients and to our employees. It is also an opportunity to enhance our reputation for accuracy and transparency.
Dedicated resource
Executive Management is the decision- making body in respect of data privacy and security at YouGov. Our Group Data Protection Officer and Group Information Security Manager work within the Governance team to develop policy and training, advise the business on data security and privacy issues and raise awareness within the staff.
External audit
Our information security management system is subject to external audit annually by the British Standards Institute ("BSI") as part of our ISO 27001 certification. In addition, our external auditors conduct an audit of IT controls. Actions raised from audits are tracked to completion and reportable to the Audit & Risk Committee.
ISO 27001
YouGov has established, implemented and continues to maintain an information security management system that is certified to ISO 27001:2013 for client confidential information. The system defines our policies and processes
for securing the information we hold and process.
We continuously assess risk and improve the security of our systems and processes in order to maintain the confidentiality, integrity and availability of information. Our security processes include the provision of regular security training to all employees, reviews
of security policies and security testing on our systems including penetration testing and external/third- party assessments.
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Environmental, Social and Governance continued
YouGov Annual Report & Accounts 2020
Committees
There are two committees with specific responsibility to consider and manage data security and privacy, with overlapping membership:
-
Data Privacy Committee:
Led by the Group Data Protection
Officer, the committee consists of representatives from the Governance, Legal, IT Infrastructure, IT Security and Panel teams. In 2019/20, the Committee met ten times. - Information Security Committee: Led by the Group Information Security Manager, the committee consists of the COO and representatives from the Governance, Data Protection IT Infrastructure and IT Security teams. In 2019/20, the Committee met 11 times.
Raising awareness
We hold a Data Protection & Security Awareness Month on the anniversary of the GDPR coming into force each May. This year we utilised email communications and Youniverse to raise awareness of important topics for our workforce including how to identify phishing attempts.
Compulsory training
We have a suite of compulsory data protection and security e-learning training. We have moved our e-learning modules to a new platform this year, which enables us to better track the completion by all staff (employees and contractors). In the year, 99% of staff required to do compulsory training have completed it.
Identifying and responding to breaches YouGov has a Personal Data Breach Policy setting out the procedures
for identifying and responding to personal data breaches. Identifying a potential personal data breach is the responsibility of all YouGov staff, who are given guidelines and regular training to ensure this topic is always front-of-mind. The YouGov Breach Response Team ("BRT") is responsible for determining the nature of reported incidents and deciding the response. The BRT is a cross-functional group that assesses the risk any of incident, ensures YouGov complies with any notification obligations, investigates the root cause and recommends any mitigations or process improvements to reduce the risk of a repeat or similar incident.
Subject access requests
Many privacy laws around the world give individuals rights in relation to the personal data held by organisations like YouGov. As a company that has such a close relationship with the individuals whose data we collect, such as panellists and our employees, we know that helping people to easily exercise their rights is an important way to enhance transparency and build trust, so we have clear processes for responding to such requests. The majority of requests received are from panellists and are handled by the Panel team who are able to respond well within the required timeframe thanks to bespoke technical solutions.
Our client offer
Core to our business is responsible innovation - incorporating privacy by design and mitigating algorithmic bias. YouGov is in the process of developing a framework for responsible innovation, led by the D&I Task Force. This includes, but is not limited to, identifying opportunities to mitigate biases in data collection processes.
We have guidelines in place to ensure that our survey questions adhere to local laws and are culturally appropriate. We keep abreast of changes in the law and culture norms and our expert researchers support our clients with the design of regionally appropriate research. We aim to maintain independence in our research practices and only decline client work for legal or ethical reasons.
Eliminating bias in data collection Steps which we take to eliminate bias in our product include:
Panel/sample recruitment:
We assess the composition of our panel against publicly available reference data and where we identify shortfalls or gaps, we devise marketing aimed specifically to attract under-represented groups.
These measures are a daily process as we seek to both grow and improve the representative nature of the panel.
Survey questions:
Our surveys are designed to be highly accessible, and our product and technology teams consider ways in which we can make our surveys more accessible to people with specific needs (such as those with a visual impairment). Our researchers work with subject experts to improve our survey language to ensure it is inclusive, for example agreeing market-leading gender inclusive language.
Data analysis and reporting:
With most reporting, our data is carefully weighted to account for full population representation and to iron out any biases that may be present in the sampling. Panel recruitment, followed by sampling and weighting, are all vital to avoiding biases and to representing the market as accurately as possible.
Ethical and legal data handling Our innovation into fully consented collection and use of data led to the development of YouGov Direct. Read more about this product on page 22.
Industry body compliance
We voluntarily comply with the codes of practice and standards of several market research industry bodies worldwide, including ESOMAR, Insights Association and the British Polling Council.
Ethical customers
It is Company policy not to work with customers who are not aligned with our ethical approach to business and our values. This includes, but is not limited to, businesses involved in the manufacture or trade of arms or operating in sanctioned countries.
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Environmental
Carbon footprint
YouGov recognises that our global operations have an environmental impact and we are committed to monitoring and reducing our emissions year-on-year. We are also aware of our reporting obligations under The Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. As such, this year we have upgraded our energy and carbon reporting to meet these new requirements and increase the transparency with which we communicate about our environmental impact to our stakeholders.
2019/20 environmental impact
Energy and carbon action
We are mindful of the environmental impact that our buildings and vehicle use have on the environment. As such, over the course of the last year, we have taken steps to meet our environmental responsibilities through:
- carrying out energy audits to comply with the requirements of the Energy Savings Opportunities Scheme (ESOS), through which we have identified several energy efficiency measures that are under review and will be implemented as practicable;
- improving our data collection processes in order to respond to the increasing regulatory requirements around our environmental performance; and
- choosing renewable energy: YouGov's UK headquarters in London is now powered by 100% renewable electricity.
2019/20 results
The methodology used to calculate Greenhouse Gas ("GHG") emissions is in accordance with the requirements of the following standards:
- World Resources Institute ("WRI") GHG Protocol (revised version);
- Defra's Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting requirements (March 2019); and
- UK office emissions have been calculated using the Defra 2019 issue of the conversion factor repository.
Following an operational control approach to defining our organisational boundary, our calculated GHG emissions from business activities fall within the reporting period of August 2019 to July 2020.1
YouGov& Report Annual
Carbon output |
170 tCO2e |
Energy | 56% |
Travel | 44% |
This year we have calculated our environmental impact across scope 1,
2 and 3 (selected categories) emissions sources for the UK only. Our emissions on a location basis (using the UK grid emissions intensity) are 170 tCO2e. With 56% (95 tCO2e) of total emissions from energy and 44% (75 tCO2e) as a result of business travel. This equates to an emissions intensity of 0.5 tCO2e per employee, which we will monitor to track performance in our subsequent environmental disclosures.
Emissions and energy use
Table 1: Energy and carbon disclosures for reporting year
2019/20 | ||
Emissions source | tCO2e | |
Scope 1 | Natural gas | 1 |
Scope 2 | Electricity (location based) | 87 |
Scope 2 | Electricity (market based)2 | 26 |
Electricity transmission and distribution | 7 | |
Scope 3 | Employee cars | 5 |
Rail | 1 | |
Business flights | 70 | |
Total (location based) | 170 | |
Total (market based) | 110 | |
Total energy usage (kWh)3 | 362,854 | |
Normaliser | tCO2e per FTE4 | 0.53 |
- Due to availability of data from 2019, Q4 data was used as a proxy for 2020 Q4.
- Our scope 2 emissions calculated using location-based emissions factors is 87 tCO2e. In line with WRI best practice, our scope 2 market-based emissions for 2019/20 are 26 tCO2e, calculated using supplier specific emission factors.
- Energy reporting includes kWh from scope 1, scope 2 and scope 3 employee cars only
(as required by the SECR regulation). - Full time equivalent.
2020 Accounts
53
Chief Financial Officer's Review
YouGov Annual Report & Accounts 2020
Alex McIntosh
Chief Financial Officer
The Group achieved continued growth in the 12 months to 31 July 2020 whilst executing towards its current long-term strategic growth plan which ends 31 July 2023. The financial year continued to be a year of investment in key areas to support longer term growth.
Total Group revenue in the period rose to £152.4m, compared to £136.5m in the 12 months to 31 July 2020. Growth was 13% on an underlying1 basis since the prior period (but 12% in reported terms due to the planned closure of a large project in the Middle East offset by the depreciation of UK Sterling against the US Dollar and additional revenue generated by acquisitions in the period and prior period).
Adjusted operating margins and organic growth
In line with our stated strategy of a higher proportion of sales coming from higher margin products and services, gross margins increased by 3% points. Adjusted operating margins2 increased to 14.3% despite increased investment in staff costs and increased amortisation from technology and panel investments.
Group operating costs (excluding separately reported items) of £107.2m (2019: £93.8m) increased by 14% in reported terms, and 14% in constant currency terms. Group adjusted operating profit2 (before separately reported items) increased to £21.8m
(18% growth in the period) with strong continued growth in Data Products. The statutory operating profit, after charging other separately reported items amounting to £6.6m (2019: £1.5m credit) relating to acquisition costs £4.5m and an impairment charge relating to our Nordic business of £2.1m, decreased to £15.2m (2019: £20.0m).
Performance by division
YouGov's lines of business fall into three divisions: Data Products, Data Services and Custom Research.
Data Products
Our syndicated data products include Our syndicated data products include YouGov BrandIndex, YouGov Profiles and YouGov SportsIndex. YouGov Plan
-
Track (the combined BrandIndex and
Profiles proposition) is available in 24 countries (2019: 21). BrandIndex alone
is available in 42 countries, while SportsIndex is available in 38 countries.
The performance of our Data Products division has contributed significantly to our Group revenue and adjusted operating profit2. Revenue from Data Products increased by 24% (21% growth in underlying business1) in the period. The adjusted operating profit2 from Data Products increased by 26% to £18.0m and the operating margin increased by 70 basis points to 35.0%. The improving margin reflects the operational leverage of Data Products which benefit from technology for data collection and product delivery as well as our proprietary data.
Geographically, the US remains the largest Data Products market and grew by 26% in the period (23% from the underlying business1). The UK, Mainland Europe and Asia Pacific also contributed strong revenue growth of 21%, 16% and 22% respectively.
Data Services
Our Data Services division consists of our fast-turnaround research services, including our market-leading YouGov Omnibus (now known as YouGov RealTime in the UK and US).
In the year, revenue from Data Services increased by 2% (4% in underlying terms1 after adjusting for acquisitions, foreign exchange and reallocated revenue from the Custom Research division) to £37.8m. The focus on the US market and further territorial expansion has helped the division expand the revenue base beyond the core UK market. This revenue growth was offset by an increase in allocations of central costs which contributed to a decrease of 6% in the Data Services operating profit to £7.0m and the operating margin declined from 20.0% to 18.4%. The division's operating margin was also impacted by the full-year effect of the planned transferring of lower margin project work from the Custom Research division in the Nordics in FY19.
Overall Data Services revenue growth included an 8% increase in reported revenue in the US (5% increase in underlying terms1), and a 9% decrease in Asia Pacific due to non-recurring election work (4% decrease in underlying terms1). Mainland Europe also grew by 3%. In the UK, where YouGov Omnibus is the market leader, revenue grew by 7%.
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Custom Research
Our Custom Research division includes tailored research projects and tracking studies.
The performance of Custom Research was impacted by the expected closure of operations in Kurdistan resulting in a £2.1m (30%) reduction in revenue in the Middle East. In the UK, revenue increased by 15% to £22.2m and revenue in the US also increased by 11% (9% increase in underlying terms1) to £33.0m.
During the period, the business revenue grew by 8% in reported terms and by 12% in underlying1 terms to £64.6m. However, the adjusted operating profit2 decreased by 4% to £12.6m and the operating margin declined by 240 basis points to 19.5%. This was largely due to the closure of the Kurdistan business and the increase in central cost allocations.
Year to | Year to | Revenue | Underlying | ||
business1 | |||||
Revenue | 31 July 2020 | 31 July 2019 | growth | revenue | |
£m | £m | % | change % | ||
Data Products | 51.3 | 41.5 | 24% | 21% | |
Data Services | 37.8 | 37.2 | 2% | 4% | |
Total Data Products & Services | 89.1 | 78.7 | 13% | 13% | |
Custom Research | 64.6 | 60.0 | 8% | 12% | |
Intra-Group revenues | (1.3) | (2.2) | - | - | |
Group | 152.4 | 136.5 | 12% | 13% | |
Operating margin % | |||||
Year to | Year to | Operating | |||
31 July 2019 | Year to | Year to | |||
Adjusted operating profit2 | 31 July 2020 | (restated)3 | profit growth | ||
£m | £m | % | 31 July 2020 | 31 July 2019 | |
Data Products | 18.0 | 14.2 | 26% | 35.0% | 34.3% |
Data Services | 7.0 | 7.5 | (6%) | 18.4% | 20.0% |
Total Data Products & Services | 25.0 | 21.7 | 15% | 28.0% | 27.6% |
Custom Research | 12.6 | 13.1 | (4%) | 19.5% | 21.9% |
Central costs | (15.8) | (16.3) | (3%) | - | - |
Group | 21.8 | 18.5 | 18% | 14.3% | 13.5% |
Performance by geography
YouGov's geographic footprint spans the UK, Mainland Europe, the Americas, Asia Pacific and the Middle East.
Year to | Year to | Revenue | Underlying | ||
business1 | |||||
Revenue | 31 July 2020 | 31 July 2019 | growth | revenue | |
£m | £m | % | change % | ||
UK | 47.2 | 41.2 | 15% | 15% | |
Americas | 64.8 | 56.4 | 17% | 13% | |
Mainland Europe | 24.3 | 23.9 | 2% | 3% | |
Middle East | 8.8 | 10.5 | (17%) | 20% | |
Asia Pacific | 12.5 | 11.3 | 10% | 11% | |
Intra-Group revenues | (5.2) | (6.8) | - | - | |
Group | 152.4 | 136.5 | 12% | 13% | |
Operating margin % | |||||
Year to | Year to | Operating | |||
31 July 2019 | Year to | Year to | |||
Adjusted operating profit1 | 31 July 2020 | (restated)3 | profit growth | ||
£m | £m | % | 31 July 2020 | 31 July 2019 | |
UK | 15.4 | 11.7 | 32% | 32.6% | 28.5% |
Americas | 19.0 | 16.8 | 13% | 29.3% | 29.8% |
Mainland Europe | 2.2 | 2.9 | (24%) | 9.1% | 12.3% |
Middle East | 1.9 | 3.3 | (42%) | 21.9% | 30.9% |
Asia Pacific | 0.3 | 0.2 | 50% | 2.2% | 1.6% |
Central costs | (17.0) | (16.4) | 4% | - | - |
Group | 21.8 | 18.5 | 18% | 14.3% | 13.5% |
2020 AccountsYouGov& Report Annual
55
YouGov Annual Report & Accounts 2020
Chief Financial Officer's Review continued
Panel development by geography
We continue to invest in our consumer panel to increase our research capabilities, both in new geographies and specialist panels. At 31 July 2020, the total number of registered panellists had increased to 11.5 million, compared to 8.4 million at 31 July 2019, as set out in the table below. During the year, the Group invested in expanding our geographic capability to Austria, Brazil, Switzerland and Turkey.
Panel size | Panel size | Change | |
Region | at 31 July 2020 | at 31 July 2019 | |
millions | millions | % | |
UK | 1.83 | 1.63 | 12% |
Americas | 4.21 | 3.17 | 33% |
Mainland Europe | 1.92 | 1.21 | 59% |
Middle East | 1.58 | 1.06 | 48% |
Asia Pacific | 1.92 | 1.30 | 48% |
Total | 11.46 | 8.37 | 37% |
Group financial performance
Amortisation of intangible assets
In the 12 months to 31 July 2020 amortisation charges for intangible assets of £10.8m were £2.0m higher than the previous year. Amortisation of the consumer panel increased by £1.0m to £4.2m reflecting the additional investment made to grow the panel in the past three years. Amortisation of software increased by £1.0m to £6.0m. £4.9m (2019: £4.6m) of the total software development charge related to assets created through the Group's own internal development activities, £0.3m (2019: £0.3m) related to separately acquired assets and £0.9m (2019: £0.1m) was for amortisation on assets acquired through business combinations.
Separately reported items
Year to | Year to | |
31 July 2020 | 31 July 2019 | |
£m | £m | |
Goodwill impairment | 2.1 | - |
Restructuring costs | - | 0.2 |
Acquisition-related costs | 4.5 | 0.4 |
Fair-value movements | - | (2.1) |
Total separately reported items | 6.6 | (1.5) |
Goodwill impairment in the year is in respect of the Nordic business.
Acquisition-related costs in the year comprise: £3.6m of contingent consideration treated as staff costs in respect of the acquisitions of Galaxy Research Pty Ltd, SMG Insights Limited, InConversation Media Limited and Portent.io Limited, a £0.2m increase in contingent consideration payable in respect of the acquisitions of SMG Insight Limited and Portent.io Limited and a £0.7m reduction in the fair value of the acquired SMG Insight Limited net assets.
Restructuring costs in the prior year are residual cost incurred in respect of the restructuring of the Custom Research business in Mainland Europe and the Middle East and the closure of the Reports business.
Acquisition related costs in the prior year comprise: £2.8m of contingent consideration treated as staff costs in respect of the acquisitions of Galaxy Research Pty Ltd, InConversation Media Limited and Portent.io Limited and £0.8m of transaction costs in respect of the acquisitions made in the year, £0.2m of which is contingent less a reduction in expected SMG contingent consideration of £3.2m.
Fair value gains in the prior year comprise: a £1.9m increase in the fair value assessment of the Group's 20% shareholding in SMG Insight Limited prior to acquisition and a bargain purchase gain, net of a fair value loss, in respect of the acquisition of Portent.io Limited of £0.2m.
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Analysis of operating profit and earnings per share
Adjusted profit before tax2 of £25.7m was an increase of £5.1m (25%) on the comparable result of £20.6m for the 12 months to 31 July 2019. The adjusted tax rate2 reduced to 24% from 26% in the prior year. Statutory profit before tax of £15.2m was reported compared to £19.4m in the year ended 31 July 2019, a decrease of 22%.
During the period adjusted earnings per share2 grew by 21% from 15.0p to 18.1p and statutory earnings per share decreased by 36% from 14.1p to 9.0p.
31 July 2020 | 31 July 2019 | |
(restated)3 | ||
£m | £m | |
Adjusted operating profit2 | 21.8 | 18.5 |
Share-based payments | 2.8 | 2.4 |
Social taxes payable on share-based payments | 0.9 | 0.2 |
Imputed interest | 0.1 | 0.2 |
Net finance expense | - | (0.6) |
Share of post-tax profit in associates | - | (0.1) |
Adjusted profit before tax2 | 25.7 | 20.6 |
Adjusted taxation2 | (6.5) | (5.4) |
Adjusted profit after tax2 | 19.1 | 15.2 |
Adjusted earnings per share (pence)2 | 18.1p | 15.0p |
Cash flow, capital expenditure and technology investment
The Group generated £38.7m (2019: £38.4m) in cash from operations (before paying interest and tax) including a £0.2m
(2019: £6.0m) net working capital inflow; the cash conversion rate (percentage of adjusted EBITDA2 converted to cash) decreased from 121% to 104% of adjusted EBITDA2.
The Group invested £8.0m (2019: £4.8m) in the continuing development of our technology platform and increased the
investment in panel recruitment to £8.9m (2019: £4.0m) for the year to support continued global expansion. The geographic footprint of our panel was broadened as new panels were established in Austria, Brazil, Switzerland and Turkey and investments were made to further strengthen our panels in Australia, Canada, India, Italy, Mexico, Poland, Spain and Taiwan. Our investment in technology continued across three main areas: websites and mobile applications £1.1m, survey systems £3.8m, and £3.1m on our Crunch data analytics tool. £0.7m (2019: £0.7m) was also invested on separately-acquired software tools. In addition £1.1m (2019: £2.7m) was spent on the purchase of property, plant and equipment, resulting in a total investment in fixed assets of £18.7m (2019: £12.2m).
Total expenditure on intangible assets and property, plant and equipment is shown below:
31 July 2020 | 31 July 2019 | |
£m | £m | |
Internally generated software | 8.0 | 4.8 |
Panel recruitment | 8.9 | 4.0 |
Other intangible assets | 0.7 | 0.7 |
Total expenditure on intangible assets | 17.6 | 9.5 |
Purchase of property, plant and equipment | 1.1 | 2.7 |
Total capital expenditure | 18.7 | 12.2 |
Other cash outflows included £7.5m (2019: £4.5m) in settlement of deferred consideration amounts due in respect of the
acquisitions of SMG Insight and Galaxy Research and taxation payments of £3.1m (2019: £4.5m).
Net expenditure on financing activities of £9.7m (2019: 9.7m) included the dividend payment of £4.3m (2019: £3.2m), the
purchase of treasury shares for £2.4m (2019: £3.7m) and lease payments of £3.1m (2019: £2.8m).
Net cash balances at the year-end decreased by £2.6m to £35.3m. Net cash outflow in the year was £0.3m (2019: £5.2m inflow)
and currency fluctuations in the year resulted in an exchange loss of £2.4m (2019: £2.1m gain).
2020 AccountsYouGov& Report Annual
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YouGov Annual Report & Accounts 2020
Chief Financial Officer's Review continued
Currency
The Group's results were affected by the net depreciation of UK Sterling as its average exchange rate was 2% lower against the US Dollar in this period than in the 12 months to 31 July 2019. Movement against the Euro was effectively flat for the period. The net impact of foreign exchange on the Group's adjusted operating profit growth2 was an increase of £0.3m compared to calculation in constant currency terms.
Balance sheet
As at 31 July 2020, total shareholder's funds increased from £108.0m to £110.0m. Net assets increased from £107.4m to £109.3m, with a minority interest of £0.7m accounting for the difference. Net current assets decreased from £21.2m to £17.4m. Current assets decreased by £2.3m to £70.3m, mainly due to a £2.6m reduction in cash balances, with debtor days increasing from 47 to 48. Current liabilities increased by £1.4m to £52.8m, mainly due to an increase in provisions by £1.8m and tax liabilities by £0.9m offset by a £1.6m reduction in trade and other payables, with creditor days decreasing from 24 days to 19 days at
31 July 2020. Non-current liabilities decreased by £6.1m to £16.2m with a reduction of £4.3m of contingent consideration payable in respect of acquisitions.
Proposed dividend
The Board is recommending the payment of a final dividend of 5.0 pence per share for the year ended 31 July 2020. If shareholders approve this dividend at the AGM (scheduled for 10 December 2020), it will be paid on Monday 14 December 2020 to all shareholders who were on the Register of Members at close of business on Friday 4 December 2020.
Alex McIntosh
Chief Financial Officer
15 October 2020
- Defined as growth in business excluding impact of current and prior period acquisitions and business closures, and movement in exchange rates.
-
Defined in the explanation of non-IFRS measures on the facing page.
3 Prior year comparatives have been restated on the adoption of IFRS 16.
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Explanation of non-IFRS measures
Financial measure | How we define it | Why we use it | |||||
Separately reported items | Items that in the Directors' judgement are one-off or need to be | Provides a more comparable | |||||
disclosed separately by virtue of their size or incidence | basis to assess the year-to- | ||||||
Adjusted operating profit | Operating profit excluding separately reported items | year operational business | |||||
performance | |||||||
Adjusted operating profit | Adjusted operating profit expressed as a percentage of revenue | ||||||
margin | |||||||
Adjusted EBITDA | Adjusted operating profit before depreciation and amortisation | ||||||
Adjusted profit before tax | Profit before tax before share-based payment charges, social | ||||||
taxes on share based payments, imputed interest and separately | |||||||
reported items | |||||||
Adjusted taxation | Taxation due on the adjusted profit before tax, thus excluding the tax | Provides a more comparable | |||||
effect of amortisation and exceptional items | basis to assess the underlying | ||||||
tax rate | |||||||
Adjusted tax rate | Adjusted taxation expressed as a percentage of adjusted profit | ||||||
before tax | |||||||
Adjusted profit after tax | Adjusted profit before tax less adjusted taxation | Facilitates performance | |||||
evaluation, individually and | |||||||
Adjusted profit after tax | Adjusted profit after tax less profit attributable to non-controlling interests | ||||||
attributable to owners of | relative to other companies | ||||||
the parent | |||||||
Adjusted earnings per share | Adjusted profit after tax attributable to owners of the parent divided | ||||||
by the weighted average number of shares. Adjusted diluted earnings | |||||||
per share includes the impact of share options | |||||||
Constant currency revenue | Current year revenue change compared to prior year revenue in local | Shows the underlying revenue | |||||
change | currency translated at the current year average exchange rates | change by eliminating the | |||||
impact of foreign exchange | |||||||
rate movements | |||||||
Cash conversion | The ratio of cash generated from operations to adjusted | Indicates the extent to which | |||||
operating profit | the business generates cash | ||||||
from adjusted operating profits | |||||||
Reconciliation of non-IFRS measures | |||||||
Year to | |||||||
Year to | Change | ||||||
Adjusted operating profit1 reconciliation | 31 July 2020 | 31 July 2019 | |||||
£m | £m | % | |||||
Statutory operating profit | 15.2 | 20.0 | (24%) | ||||
Separately reported items | 6.6 | (1.5) | N/A | ||||
Adjusted operating profit | 21.8 | 18.5 | 18% | ||||
Year to | |||||||
Year to | Change | ||||||
Adjusted EBITDA1 reconciliation | 31 July 2020 | 31 July 2019 | |||||
£m | £m | % | |||||
Adjusted operating profit | 21.8 | 18.5 | 18% | ||||
Depreciation | 4.5 | 4.4 | 2% | ||||
Amortisation | 10.8 | 8.8 | 22% | ||||
Adjusted EBITDA | 37.1 | 31.7 | 17% |
1 Defined in the explanation of non-IFRS measures above.
2020 AccountsYouGov& Report Annual
59
Principal Risks and Uncertainties
YouGov Annual Report & Accounts 2020
Principal risks
Our approach to risk management We believe that the understanding and effective management of risk are key to the long-termsuccess of the Company. Over the past three years our risk management system has matured, developing over time to better serve the needs of a fast-growingbusiness. Our Group Risk Management Policy and Procedure (the "Risk Policy") was reviewed during the year. The Risk Policy enables us to:
- foster a high standard of accountability at all levels of the business;
- enable effective decision-making through understanding of risk exposures; and
- safeguard our assets.
We acknowledge that management of risks is rarely static - building a management system that remains appropriate and embedding risk management awareness across all business operations is an ongoing process. We expect we will continually work to improve our processes in coming years.
Oversight
The Audit & Risk Committee (the "Committee"), led by its Chair, has primary responsibility for oversight and scrutiny of risk management and reports to the Board on a regular basis. The Committee's Terms of Reference reflect the focus on risk management. The output from the Group Risk Management Policy and Procedure in 2019/20 has fed into the Board's identification of the principal risks and uncertainties facing the Company at 31 July 2020.
The Committee monitors the mitigating actions and controls put in place by risk owners (the relevant senior leader). For more information on the work on the Committee, see page 74.
Our approach to identifying the principal risks
The principal risks and uncertainties identified in this report are those categories of risk which are considered by the Board to be material to the development, performance, position and/or prospects of the Company. While the risk categories have not materially changed since last reported, the risk factors may have evolved, and the categorisation may have changed.
In determining the principal risks, the Committee assesses the top net risks once existing controls are taken into consideration. The top net risks are consolidated into the principal risks which are reported below. When viewing the principal risks, note:
- while the risks have been categorised, some controls may cross categories;
- some elements of risks may appear in more than one category; and
- principal risks are presented in alphabetical order by category, not by risk score.
The Committee has determined that this is the most appropriate presentation of the principal risks.
These are not the only risks facing the business but are those which are considered to have a material impact on the business, and therefore are the focus of discussion at the highest levels of the Company.
COVID-19 and the principal risks Throughout the risk review, we have taken the impact of COVID-19into consideration. We acknowledge that COVID-19and the resulting lockdowns globally have created opportunity (e.g. the COVID-19products) as well as disruption (e.g. managing business response and office closures).
In assessing the principal risks, we have taken into consideration the Financial Reporting Council Lab's report on going concern and risk reporting considering uncertainty created by COVID-19.
We have determined that the principal risk posed by COVID-19 was interruption to business
as usual. The business has demonstrated its resilience and ability to continue to operate effectively, despite closure of all our offices. We have continued to operate efficiently throughout lockdowns and have had adequate resource to manage safe office reopening. For more information on our response to COVID-19, see pages 39 and 50.
Risks posed by the COVID-19 pandemic and resulting lockdowns are new risk factors within the principal risks, and we have highlighted where these have been identified. We do not believe that the risks posed by the pandemic to our business equate a principal risk of their own.
Management and the Audit & Risk Committee will keep the risks posed by COVID-19 under review.
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Our summary of the principal risks and uncertainties facing the business
at 31 July 2020
Risk & status | Description | Mitigation |
Failure to compete with our competitors affects our ability to meet our strategy due to:
- loss of business to competitors (e.g. copycat products, inadequate marketing, inadequate key account management);
- becoming outdated (e.g. failure to keep up with developments in technology such as blockchain and artificial intelligence or an inability to move agilely to meet client demands); and/or
- penalties for anti-competitive practices.
Risks faced from cyber threats are broad and, in many cases, not exclusively targeted at YouGov.
For the purpose of the principal risks, the key risk areas relevant to the Company have been identified as:
- inadequacy of IT infrastructure to support the business, including an inability to restore business promptly after an outage;
- misuse of our information systems; and
- IT systems failure impacts upon business operations.
We differentiate ourselves from our competitors: the size of our panel and the wealth of historic data are key assets which are difficult for competitors to replicate.
We are focused on innovation, to keep our products relevant and at the cutting edge of our industry and technology.
Our Executive Management monitors market trends, new product developments and services.
Advice on competition law provided by General Counsel or external legal advisors where required.
Company has Business Continuity and Disaster Recovery plans in place.
There is robust budget planning in place for IT resources, involving key stakeholders from across the business.
Breach Response Policy and dedicated team (including Global Head of IT, Global Panel Director, Group Head of Governance, Group Data Protection Officer and Group Information Security Manager) respond to any breaches.
Information Security Committee meets regularly to oversee projects and actions arising around the business, with participation from the COO, Senior Management and Governance team.
Intrusion detection systems in place and regular penetration testing.
IT security practices are externally validated and since 2018/19 we have held ISO 27001 certification in respect of our information management system for client confidential information.
2020 AccountsYouGov& Report Annual
No change | Increased risk | Decreased risk |
61
Our summary of the principal risks and uncertainties facing the business
at 31 July 2020 continued
Risk & status | Description | Mitigation |
YouGov Annual Report & Accounts 2020
Occurrence of a data breach incident due to deliberate intrusion, accidental data leak, or deliberate de-anonymisation of data.
Non-compliance with data protection or privacy legislation, such as EU GDPR, leading to significant penalties and/or reputation damage.
Largest geopolitical risk facing the business now is the consequence of the UK leaving the European Union ("Brexit") causing uncertainty for the economic outlook for businesses operating in the UK.
Failure of our internal controls to:
- prevent unauthorised access to our systems and/or infrastructure (e.g. by ex-employees, ex- contractors);
- prevent unauthorised use of assets (such as intellectual property); and
- integrate newly acquired companies into YouGov systems and infrastructure.
Failure to maintain a quality, engaged panel which is diverse and representative.
Investment in technology and resource to manage these risks, led by the Group Data Protection Officer and Group Information Security Manager.
Management focus on compliance across the Group's data handling activities. The Board receives updates at each meeting.
Data Privacy Committee and Information Security Committee meet regularly throughout the year, with participation from the COO and senior leadership stakeholders.
Privacy and security training are compulsory for all employees across the Group, and completion is monitored.
Policies on privacy and security are reviewed and updated regularly.
Dedicated breach response team in place to respond to any breaches.
While specific mitigation is not possible prior to the terms of an exit from the EU being agreed, the Board and Governance team monitor the political, industry and regulatory changes across the Group in relation to Brexit.
Intercompany data sharing agreement in place for permitting the sharing of data across borders within the YouGov group of companies.
The US remains Group's largest region in terms of revenue and profit. Therefore, the Group expects to be largely unaffected by Brexit.
The Audit & Risk Committee is apprised of activities to review and improve internal controls in its meetings.
Cross-functional teams work together to manage systems access in the case of employees
and contractors.
IT security team is responsible for prevention of access by unknown or unauthorised third parties. Our security systems are externally validated, and we work to continually improve systems as risks evolve.
We hold ISO 27001 certification for our information security management system (see pages 51 and 76), a globally recognised standard.
Our internal controls are subject to external assurance review.
Global Panel Director leads a team dedicated to maintaining the YouGov Global Panel. The Board receives reports on the panel at each Board meeting, including panel capability, acquisition and overall health.
Data Innovation Unit and Panel team work to improve the panellist experience and to monitor panellist fraud attempts.
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Risk & status | Description | Mitigation |
Failure to comply with legal and regulatory requirements for a listed company with overseas subsidiaries for reasons such as:
- lack of knowledge or adequate advice;
- lack of understanding of relevant legislation or regulations; or
- inability to follow company policy.
Failure to protect the Group's reputation leading to a loss of confidence by our customer base; affects our ability to recruit and retain employees and panellists.
Damage to our reputation could arise from a range of events, for example from our services being of poor quality or the leak of confidential data. Given the general mistrust of the market research and data analytics industry, reputational damage could be difficult to recover from.
The key risks related to strategy are:
Failure to achieve projected growth in line with our annual budget and/or not meeting strategy objectives in line with market expectations.
Failure to identify or execute a successful strategy for the business leading to loss of client base, inadequate resources to provide new products and/or services, and/ or changes in technology resulting in YouGov's offering becoming outdated.
Group activities are subject to scrutiny by the Board, Committees and external auditors.
Management is supported by a team of qualified professionals, external advisors and
in-house legal team.
Executive Directors have received bespoke training on their responsibilities as directors of overseas subsidiaries.
In-house legal function led by General Counsel.
PR advisors actively monitor the corporate press. Executive Management receives media training.
Nominated staff to manage corporate social media relations and nominated spokespersons for media interaction. Investment in both internal and external communications professionals in- house during the year.
Panel team actively monitors panellist feedback by email and surveys.
Marketing actively monitors social media feeds and manages complaints.
The Board regularly assesses progress against the current long-term strategic plan.
Long-term incentive plans link Senior Management remuneration to profit growth (see Remuneration Report on page 77).
Senior Management focus on developing and implementing new strategies, methodologies, technologies, products and services.
Robust planning process in place involving key stakeholders across the business (see Our Stakeholders on page 40).
Regular review of Company performance against market expectations by the Board.
Management meets regularly with the Company's broker to review market expectations and messaging. IR Manager in post during FY20 to handle engagement with investors.
Business has responded robustly to COVID-19 and is reporting no material impact at 31 July 2020.
2020 AccountsYouGov& Report Annual
discussion on the financial risks facing the Group, see Note 21 on page 139.
The Strategic Report is approved by the Board and signed on its behalf by:
Stephan Shakespeare
Chief Executive Officer
15 October 2020
No change | Increased risk | Decreased risk | ||
63
Chair's Introduction and Corporate Governance Statement
Roger Parry CBE
Chair
YouGov Annual Report & Accounts 2020
In a year that has presented unforeseen challenges from the COVID-19 pandemic, our governance framework has responded robustly and with agility.
On behalf of the Board of Directors of YouGov plc (the "Board"), I am pleased to present the YouGov plc Corporate Governance Report for the year ended 31 July 2020.
The Board is committed to delivering high standards of corporate governance
- commensurate with the size, stage of growth and nature of the YouGov Group's (the "Group") activities - to its shareholders and other stakeholders including employees, panellists, customers, suppliers and the wider community.
Corporate governance at YouGov YouGov plc (the "Company") has adopted the QCA Corporate Governance Code as its benchmark for good corporate governance practice since 2014. The Board has formally adopted the most recent edition of the Code (the "QCA Code 2018").
As Chair, I have oversight of how our corporate governance processes and procedures meet the requirements of the QCA Code 2018. While we have chosen not to follow the UK Financial Reporting Council (the "FRC") Corporate Governance Code (the "FRC Code") - as we have determined that the QCA Code 2018 is better suited to the size and type of our business - we take into account the principles of the FRC Code.
In addition to its economic impact, the COVID-19 pandemic has presented unique governance challenges.
In early 2020, we decided to close all offices and to work remotely. By the end of the reporting period, 12 offices had reopened at least partially and we are working towards reopening the remaining offices as and when it is safe to do so.
From March 2020 until the end of the reporting year, all Board and Committee meetings were conducted fully virtually. We value the importance of informal conversations, so we have taken steps to ensure that informal conversations still occurred.
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Strategic report Governance report Financial statements Additional information
Corporate governance highlights from the year include the following:
- Building and launching a new onboarding process for suppliers, including enhanced due diligence checks (see page 47).
- Responding to the COVID-19 pandemic, ensuring continuity of our governance framework throughout lockdowns (see pages 39 and 50).
- External assurance reviews of key processes (see page 71).
Our dedicated Governance team, led by the Company Secretary, supports the Board of Directors to ensure that high standards of corporate governance are maintained.
Board composition
As reported last year, Ben Elliot and Nick Jones retired from the Board on 13 September 2019 and 11 December 2019 respectively. Following Nick's retirement, Rosemary Leith became Senior Independent Director.
The Board consists of three Executive Directors and four Non-Executive Directors. The Non-Executive Directors have a wide range of commercial and academic experience. I believe the performance of the business over recent years is evidence that the Board is well balanced and effective.
There are no immediate plans to make changes to the Board composition.
In 2020, the Company completed its first 20 years of corporate life. In line with our ambitious current five-year plan to 2023, we expect to grow substantially and become even more international. To prepare for this, we will be engaging external consultants to build on our existing human resources plans to ensure we have a robust process in place to proactively manage succession and skill development at Board and Senior Management levels. For more information on the Nomination Committee, see page 73.
Corporate culture
When YouGov was established 20 years ago, it was a pioneer in online market research. A key facet of our corporate culture is that we retain the entrepreneurial spirit which was formed in those early days, but now with the corporate structure appropriate to a company of our size and ambition.
Our values - be fast, be fearless, get it right and trust each other - permeate throughout our activities. Our employees represent these values. As befitting a business in our industry, all opinions are valued and innovation is openly encouraged.
The Board monitors corporate culture through regular interaction with Senior Management and, for the Executive Directors in particular, day-to-day contact with colleagues at all levels throughout the business. Corporate culture continues to be an area of focus for the Board. This year we have made significant investment in the employee experience - taking time to listen to our employees and understand how we can improve. You can read more about how we engaged with employees during the year on page 41.
Stakeholder engagement
In this year's Annual Report we are pleased to have a dedicated section on stakeholder engagement on pages 40 to 43.
YouGov now employs over 1,100 employees globally. On behalf of the Board, and shareholders, I would like to thank all our employees for their dedication to YouGov and their contribution to our ongoing success.
This Corporate Governance Report sets out our approach to governance, provides further information on
the operation of the Board and its Committees, and explains how the Group complies with the QCA Code 2018.
Notice of AGM
- Our 2020 Annual General Meeting ("AGM") will be held on 10 December 2020.
-
Due to continued social distancing restrictions, our
AGM will be closed this year. - You can learn more in our
Notice of AGM on page 166.
2020 Accounts & Report Annual YouGov
Roger Parry
Chair
15 October 2020
65
Board of Directors
Roger Parry CBE | ||||
N | ||||
Non-Executive Chair | ||||
Appointed Non-Executive Chair in | ||||
January 2007 | ||||
Roger is Chair of Oxford Metrics and a Non-Executive | ||||
Director of Uber UK. Roger was previously Chair of Future | ||||
Publishing, Johnston Press and Shakespeare's Globe Trust; | ||||
a consultant with McKinsey & Co; CEO of More Group, and | ||||
2020 | CEO of Clear Channel International. Roger was educated at | |||
the universities of Oxford and Bristol. He is a Visiting Fellow | ||||
Accounts&ReportAnnual | of Oxford University. He was awarded the CBE in 2014. He | |||
is the author of five books including The Ascent of Media. | ||||
YouGov | ||||
Stephan Shakespeare
Chief Executive Officer
Founded YouGov in March 2000
One of the pioneers of internet research, Stephan has been the driving force behind YouGov's innovation- led strategy. He was Chair of the Data Strategy Board for the Department for Business, Innovation and Skills 2012 to 2013 and led the Shakespeare Review of Public Sector Information. He is a commissioner for the Social Metrics Commission, an independent charity dedicated to helping UK policy makers and the public understand and take action to tackle poverty. Stephan has an MA in English Language and Literature from Oxford University.
Alex McIntosh
Chief Financial Officer
Appointed Executive Director in
December 2017
Alex has been with YouGov since 2007. He initially joined YouGov as Corporate Finance Manager focusing on planning, budgeting and corporate development. He became Chief Strategy Officer in 2011 and played a leading role in the development of YouGov's strategic plans and data product developments. Alex also held the role of Chief Executive Officer of the UK business from 2015 to 2016. He previously worked in corporate finance advising a wide range of companies on their growth plans and first worked with YouGov in 2005 while at Grant Thornton when he assisted with the Group's initial public offering on AIM. Alex holds a BSc (Hons) in Applied Accounting, an MSc in Finance, and is a Fellow of the Association of Chartered Certified Accountants.
Sundip Chahal
Chief Operating Officer
Appointed Executive Director in
December 2017
Sundip has been with YouGov since 2005 and has been the Group's Chief Operating Officer since 2014. He initially joined the UK business as BrandIndex Sales Director, becoming Managing Director of Data Products in 2008. In 2009, he was appointed as Chief Operating Officer of YouGov's MENA business and relocated to Dubai to oversee the expansion of YouGov's core online services across the Middle East, North Africa and Asia. In 2010,
he was promoted to Chief Executive Officer of YouGov MENA. Prior to joining YouGov, Sundip gained experience of the market research industry with Ipsos Mori and Research International.
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Strategic report Governance report Financial statements Additional information
Ashley Martin | A R N |
Non-Executive Director
Appointed Non-Executive Director in
September 2018
Ashley is Non-Executive Director and Chair of the Audit
-
Risk Committee at Zegona Communications plc. Until
2018, he served for nine years as Non-Executive Director and Chair of the Audit Committee at Rightmove plc. Ashley has held main board executive roles at a number high growth entrepreneurial businesses mainly in the technology, media and communications sector including Tempus Group plc, Rok plc and The Engine Group. He is a Fellow of the Institute of Chartered Accountants.
Andrea Newman | R N |
Non-Executive Director
Appointed Non-Executive Director in
December 2017
Andrea is the Global Head of Brand at HSBC Holdings plc. In this role, Andrea is responsible for all marketing, including the management and marketing of the HSBC brand globally. She has been at HSBC for 22 years and during that time has lived and worked in the US and Asia Pacific in addition to the UK. During her tenure with HSBC she has overseen the development of the company's brand from a federation of over 50 brands to one unified brand, elevating HSBC's place as one of the most globally recognised financial services brands.
Rosemary Leith R A N
Non-Executive Director and
Senior Independent Director
Appointed Non-Executive Director in
February 2015
Rosemary is Non-Executive Director of HSBC UK Bank plc and a member of the bank's Risk Committee. She is co-founding Director of the World Wide Web Foundation and Trustee of the National Gallery (London), where she is Chair of the Digital Advisory Board and member of the Remuneration Committee. She is a Fellow at Harvard's Berkman Klein Center for Internet and Society. Rosemary works as an advisor and investor in a number of technology businesses and academic institutions in Europe and North America including Motive Partners (a Fintech fund based in New York), Glasswing Ventures (Boston) and Queen's University School of Business (Canada). She has been the Chair of the World Economic Forum Global Agenda Council on Future of Internet Security. Rosemary holds a Bachelor of Commerce (Hons) in Finance and Accounting from Queen's University, Canada.
Directors who retired during the year
Ben Elliot
Non-Executive Director (August 2010 to September 2019)
Audit & Risk Committee member (January 2019 to September 2019) Nomination Committee member (August 2010 to September 2019)
Nick Jones
Non-Executive Director (June 2009 to December 2019) Senior Independent Director (May 2015 to December 2019) Nomination Committee member (June 2009 to December 2019)
2020 Accounts & Report Annual YouGov
Key | |||
Chair of Committee | R | Remuneration Committee member | |
A Audit & Risk Committee member | N | Nomination Committee member |
67
Corporate Governance Report
YouGov Annual Report & Accounts 2020
Board composition matrix (as at 31 July 2020)1
Board | Board |
gender | |
composition | |
diversity | |
Female | 29% |
Male | 71% |
Directors
Board | Board |
ethnicity | |
tenure | |
diversity | |
5 | 29% | British | ||
Indian | 14% |
1 Percentages based on a Board comprising seven Directors.
Directors' independence
The Board periodically reviews its composition and succession planning framework to ensure that appointments create an appropriate mix of skills and experience, and a level of diversity and independence that supports the Group's objectives for business growth.
The key factors considered by the Board when determining a Director's independence are:
- their other commitments;
- their tenure; and
- the personal qualities they demonstrate in the boardroom.
Weight is given to how they exercise their judgement, and to the level of engagement and challenge that they provide in Board and Committee discussions. Each of the Non-Executive Directors, including the Non-Executive Chair, is considered by the Board to be independent. This is reviewed annually by the Board. Principle 5 of the QCA Code 2018 confirms that independence is a Board judgement.
Roger Parry reached 13 years' tenure on the Board in 2020. He was deemed to be independent upon appointment. After evaluation, the Board has determined that Roger remains independent in character and judgement in his role as Non-Executive Director and as Chair of the Board.
Statement of Compliance YouGov plc has adopted the QCA Code 2018. We are compliant with the principles of the Code. Disclosures required by the QCA Code 2018 have been made both in this Annual Report and on our website corporate.yougov.com.
The Board
Board composition
At 31 July 2020, the Board consisted of three Executive Directors and four Non-Executive Directors, including a Non-Executive Chair. There were changes to the composition of the Board during the year.
Ben Elliot retired from the Board on 13 September 2019 following nine years' tenure as a Non-Executive Director and Nick Jones retired as Senior Independent Director on 11 December 2019. Nick Jones exceeded nine years' tenure in 2018 and stayed on the Board to enable a smooth transition of his roles as Senior Independent Director and Chair of the Audit & Risk Committee. Rosemary Leith was appointed as Senior Independent Director on
11 December 2019.
There have been no changes to the Executive Directors during the reporting year.
The names of the Directors during the year, their biographies and their respective responsibilities are shown on pages 66 and 67.
Nick Jones reached ten years' tenure on the Board in 2019. After evaluation, the Board determined that Nick remained independent in character and judgement in his roles prior to his retirement on 11 December 2019.
For more information on succession planning, see the report of the Nomination Committee on page 73.
Directors' conflicts of interest
The Company has procedures in place to monitor and manage Directors' conflicts of interest. The Directors are required to declare their interests and connected persons on an annual basis (and additionally when there is change) and the Company Secretary maintains a register of said interests.
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Strategic report Governance report Financial statements Additional information
The Company's Articles of Association permit the Board to authorise declared conflicts of interest; and Directors may excuse themselves from decisions when they are concerned about a conflict or potential conflict.
Save as disclosed, no Director has or has had any interest in any transaction which is or was unusual in its nature or conditions or which is or was significant in relation to the business of the Company and which was effected
by the Company either: (i) during the current or immediately preceding financial year; or (ii) during any earlier
All Directors are required to submit themselves for re-election at each AGM. This is a requirement of the Articles of Association adopted on 11 December 2019.
Board Effectiveness Evaluation Each year, the Board commissions an evaluation of its effectiveness and considers whether that evaluation should be internally or externally facilitated.
In 2019/20, it was determined that an in-house effectiveness evaluation was appropriate.
The in-house effectiveness evaluation was facilitated by the Corporate Secretariat in compliance with the Board effectiveness evaluation process approved by the Board in 2018, which is illustrated below.
Anonymised results from the evaluation were presented to the full Board and an action plan determined. No areas of material concern were identified and
it was confirmed that the Board was operating effectively.
financial year and which remains in any aspect outstanding or unperformed.
Related parties
The process outlined above in relation to conflicts of interests, together with the commissioning of regular share register analysis, enables the Board to monitor the Group's related parties so that any related party transactions may be quickly identified and the subsequent compliance obligations ensured.
Board operation
The Board operates both formally, through Board and Committee meetings, and informally, through regular contact among Directors.
The Board receives regular information from management on the Group's performance. Appropriate information relating to the agenda for formal Board and Committee meetings is provided in advance of those meetings. For an overview of the Board Committees and their remits see page 72 and
for information on the work of the Committees during the year see pages 73 to 78.
All Directors are expected to commit sufficient time to their roles as required. As a minimum, Non-Executive Directors commit one day per month and the Chair of the Board commits further time as required to appropriately fulfil his role.
All Directors bring their experience to the Board. Directors are encouraged to keep their skillset up to date and the Company provides support in this regard where needed. For example, the Company provides access
to external advisors or externally facilitated courses where appropriate. In 2020, this included Remuneration Committee training facilitated by Aon. For an overview of the skills held by the Board members, see page 70.
Board effectiveness evaluation process
Questionnaires
A comprehensive questionnaire set are issued to all Board members for completion
One-on-one discussions
A one-to-one discussion with facilitator covering the questionnaire answers and any additional commentary
Evaluation
Results are collated and analysed by the facilitator
Action plan
Anonymised results are presented to the full Board and an action plan for the year ahead is agreed
With a view to continually improving the Board's effectiveness, recommendations were presented to the Board for actions to be undertaken during the next twelve months. The following actions were completed by the end of the reporting year:
Area | Recommendation |
Consider ongoing education | Bespoke Remuneration Committee |
for Non-Executive Directors | training provided by Aon and shared |
with whole Committee. | |
Global entity governance training | Process developed to provide country |
for subsidiary directors when | specific guidance to directors upon |
appointed in new jurisdictions | appointment in new jurisdictions. |
2020 Accounts & Report Annual YouGov
69
Corporate Governance Report continued
YouGov Annual Report & Accounts 2020
Communicating with shareholders The Executive Directors meet regularly with institutional shareholders to discuss the Group's performance and future prospects, as do the Non-ExecutiveDirectors from time to time. At these meetings, the views of institutional shareholders are canvassed and subsequently reported back to the
full Board. The AGM is available as a forum for communication with private shareholders. Chairs of each Committee attend the AGM to address any queries about their Committee's performance during the year. Due to the ongoing social distancing requirements caused by the COVID-19 pandemic, this year's AGM will be a closed meeting. Shareholders will be offered the opportunity to pose questions to the Board ahead of the meeting.
In October 2019, we launched a new corporate website to facilitate improved engagement with our stakeholders, including our shareholders. It was subsequently nominated by the IR Magazine Awards Europe 2020 in the "Best Investor Relations Website - Small Cap" category. The website can be found at corporate.yougov.com.
During the year we invested in establishing a dedicated investor relations function. Our Investor Relations Manager is the primary point of contact for shareholders and can be reached at investor.relations@yougov.com.
For details on the Company's approach to shareholder engagement, see the stakeholder engagement section on pages 40 to 43 and ESG report on pages 44 to 53.
Self-declared Board skills matrix (as at 31 July 2020)
Area | Total | |||
International business | 7/7 | |||
C-Suite level experience | 6/7 | |||
Strategy development | 6/7 | |||
High-growth business | 5/7 | |||
PLC expertise | 5/7 | |||
Mergers & acquisitions | 4/7 | |||
Accounting/finance | 4/7 | |||
Change management | 3/7 | |||
Corporate governance | 3/7 | |||
Marketing | 3/7 | |||
Media | 3/7 | |||
Data analytics | 2/7 | |||
Operations | 2/7 | |||
Public relations | 2/7 | |||
Research | 2/7 | |||
Risk management | 2/7 | |||
Technology | 2/7 | |||
Key | Non-Executive Directors | Executive Directors |
Investor relations activities during the year | |||
October | December | March | |
Full-year results and | Annual General Meeting | Half-year results and | |
analyst briefing | analyst briefing | ||
July | October | March | |
Trading update | Post-results roadshow | Post-results roadshow | |
for major shareholders | for major shareholders | ||
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Strategic report Governance report Financial statements Additional information
Board meeting attendance
There were eight Board meetings held during the year (seven planned and one at short notice) at which attendance was as follows:
Director | Capacity | No. meetings attended |
Stephan Shakespeare | Executive Director | 8/8 |
Alex McIntosh | Executive Director | 8/8 |
Sundip Chahal | Executive Director | 7/8 |
Roger Parry | Non-Executive Director | 8/8 |
Andrea Newman | Non-Executive Director | 7/8 |
Rosemary Leith | Non-Executive Director | 7/8 |
Ashley Martin | Non-Executive Director | 7/8 |
Ben Elliot¹ | Non-Executive Director | 0/0 |
Nick Jones² | Non-Executive Director | 3/3 |
- There were no Board meetings held during the reporting period prior to Ben Elliot's retirement in September 2019.
- Nick Jones attended three of a possible three Board meetings prior to his retirement in December 2019.
Matters reserved for the Board High-leveldecisions on matters such as Group strategy, financial performance and reporting, dividends, risk management, major capital expenditure, acquisitions and disposals are reserved for the Board or Board Committees. For information on the areas of responsibility of the Committees, see pages 72 to 76.
Review of key controls and procedures The Board maintains full control and direction over appropriate strategic, financial, organisational and compliance issues and has put in place an organisational structure with defined lines of responsibility and delegation of authority.
The Board, prior to approval being given, reviews the annual budget and forecasts. This includes the identification and assessment of the business risks inherent in the Group as well as in the data analytics, market research and media sectors, along with associated financial risks.
The system of internal controls is designed to manage, rather than eliminate, the risk of failure to achieve business objectives, in addition to providing reasonable but not absolute assurance against material misstatement or loss. These include controls in relation to the financial reporting process and the preparation of consolidated accounts. These procedures have been in place during the financial year up to the
date of approval of the Annual Report. This process is regularly reviewed by the Board and is in accordance with FRC guidance. The Audit & Risk Committee receives a report from management on
the effectiveness of internal controls each year. For more information on the Committee's activities with regard to internal controls, including the external assurance work undertaken during the year, see pages 74 to 76.
The key procedures include:
- a detailed budgeting programme with an annual budget approved by the Board;
-
regular review by the Board of actual results compared with budget
and forecasts; - regular reviews by the Board of year- end forecasts;
- establishment of procedures for acquisitions, capital expenditure and expenditure incurred in the ordinary course of business;
- detailed budgeting and monitoring of costs incurred on the development of new products;
- reporting to, and review by, the Board of changes in legislation and practices within the sector and accounting and legal developments pertinent to the Group;
-
appointing experienced and suitably qualified staff to take responsibility for key business functions to ensure maintenance of high standards
of performance; - appraisal and approval of proposed acquisitions by the Board; and
- external assurance reviews of key risk areas.
Advisors
All Directors have access to the Group's selected advisors and can obtain independent professional advice at the Group's own expense in performance of their duties as Directors. Board Committees are authorised to obtain, at the Group's expense, professional advice on any matter within their Terms of Reference. The Audit & Risk Committee works with PwC (the Company's external auditors) and KPMG (assurance consultants). The Company Secretary is supported on company secretarial matters by KPMG (global entity management), Avieco (environmental reporting consultants), Numis (NOMAD) and Neville Registrars (registrar). During the year, the Remuneration Committee was supported by Aon (remuneration consultants).
2020 Accounts & Report Annual YouGov
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Corporate Governance Report continued
Accounts 2020
Review of key Company policies YouGov is committed to conducting our business with honesty and integrity. We expect all staff to maintain high standards. Our governance framework is underpinned by several key Company policies. These policies are applicable globally, reviewed annually and submitted for Board approval at least once each year. In each case, failure to comply with a Company policy may be subject to disciplinary action.
The key Company policies are:
Group Anti-Bribery Policy Compliant with the UK Bribery Act 2020, this policy sets out the measures in place to eliminate bribery and/or corrupt activities from our companies. The policy includes a procedure for notifying gifts and hospitality along with guidance for staff on what constitutes inappropriate gifting/hospitality.
Group Anti-Facilitation of Tax
Evasion Policy
Compliant with the UK Criminal Finances Act 2017, the policy sets out the Company's zero tolerance approach to tax evasion and details how staff members are expected to act to ensure no tax evasion takes place. The policy also contains guidance on how to recognise tax evasion and how to approach tackling it.
Group Securities Dealing Policy and Group Restricted Persons' Dealing Code Our dealing policies outline how we expect staff to transact in the dealing of YouGov securities in order to ensure that they do not misuse, or put themselves at risk of suspicion of misusing, information about the Company that is not
public. Our Group Restricted Persons' Dealing Code applies to Directors, persons discharging management responsibilities ("PDMRs") and those staff members who regularly have access to insider information.
Group Risk Management Policy
and Procedure
In order to ensure an effective review of corporate risks, the Group Risk Management Policy and Procedure outlines the process to be followed each year in order to create an accurate register of the risks facing the business. This policy also outlines the approach to be taken when creating the principal risks for disclosure in the Annual Report (see page 60).
Group Whistleblowing Policy
Taking into account the Whistleblowing Arrangements Code of Practice issued by the British Standards Institute and Protect (the whistleblowing charity), the policy enables staff, and those who we work with, to raise concerns about illegal or unethical conduct in the business. Measures are outlined which ensure that confidentiality will be respected, provide guidance on how staff can raise a concern and provide reassurance that concerns can be raised without fear of reprisal.
YouGov Annual Report &
Board Committees
The Board has delegated powers to Board Committees who operate under Terms of Reference reviewed and approved by the Board on an annual basis.
In addition to the Board Committees, there are management-level committees for specific subject areas - such as Data Privacy and Information Security - on which the Executive Directors sit.
Board of Directors | |
Executive | Non-Executive |
Directors | Directors |
Executive
Committees
Remuneration | Audit & Risk | Nomination |
Committee | Committee | Committee |
Board Committee comprises three | Board Committee comprises two | Board Committee comprises all |
Independent Non-Executive Directors | Independent Non-Executive Directors | Independent Non-Executive Directors |
- | - | - |
Responsible for overseeing the | Responsible for overseeing financial | Recommends changes to the Board |
remuneration of Executive Management, | reporting, risk management and internal | composition, oversees succession |
Senior Management and Group-wide | control framework, compliance, and | planning for the Board and Senior |
remuneration policies | external and internal audit | Management, and related talent policies. |
Read more | Read more | Read more |
see page 77 | see page 74 | see page 73 |
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Strategic report Governance report Financial statements Additional information
Nomination Committee Report
Roger Parry CBE
Chair, Nomination Committee
Main areas of responsibility:
- Succession planning for Board and Committee roles
- Composition of Board and Board Committees
- Effectiveness of Directors
Members
Our Nomination Committee comprises entirely Non-Executive Directors:
Committee | Role | Meetings |
members | attended | |
Roger Parry1 | Chair | 1/1 |
Rosemary Leith | Member | 1/1 |
Ashley Martin | Member | 1/1 |
Andrea Newman | Member | 1/1 |
Ben Elliot2 | Member | 0/0 |
Nick Jones3 | Member | 0/0 |
- Roger Parry chairs the Committee unless the matter at hand is the succession
to the Chair, in which case the Senior Independent Director chairs the meeting. - Ben Elliot was a member of the Committee until he retired from the Board on 13 September 2019.
- Nick Jones was a member of the Committee until he retired from the Board on 11 December 2019.
At the invitation of the Chair, the following Executive Directors attended meetings during the year as guests:
Stephan Shakespeare | 1/1 |
Alex McIntosh | 1/1 |
Sundip Chahal | 1/1 |
Dear shareholder
I am pleased to present to you the report of the Nomination Committee (the "Committee") for the year ended 31 July 2020.
Areas of responsibility
The Committee is responsible for:
- identifying the talent, skills and experience required for the next stage in the Group's development;
- keeping close watch on succession planning and possible internal candidates for future Board roles; and
- assisting the Board Chair (or, where appropriate, the Senior Independent Director), in taking steps to remove any underperforming Director.
In fulfilling its role, the Committee considers the outcome of any board effectiveness evaluations.
Membership and attendance at meetings
The Nomination Committee now comprises the Board's Non-Executive Directors. I am Chair of the Committee, except when the Committee is dealing with the matter of succession to the Board Chair; on these occasions, the Senior Independent Director fulfils the role of Committee Chair.
Executive members of the Board may attend meetings at the invitation of the Committee Chair.
The Company Secretary acts as Secretary to the Committee.
Terms of Reference
The Committee operates under Terms of Reference agreed by the Board, which were reviewed in December 2019, a copy of which can be found on our corporate website (corporate.yougov. com/governance).
Activities during the year Activities during the year included:
- Succession planning: During the year, the Committee met to consider succession plans for the Board, the Chair and CEO roles in particular. Succession plans for all Board roles take into consideration the outcome of the annual Board Effectiveness Evaluation Process.
A well balanced Board is key to good governance and the Committee ensures that the requisite balance of skills, experience and backgrounds are represented.
- Board Effectiveness Evaluation: This year's board effectiveness evaluation was supported by an online portal, providing additional security and enhanced reporting capabilities. In addition to the main evaluation, the Directors were asked to self-assesstheir expertise for the creation of a skills matrix for the Board shown on page 70. You can read more about the effectiveness evaluation process on page 69.
-
Senior Independent Director: Nick Jones retired as Senior Independent Director on
11 December 2019. In considering an appropriate successor, the Committee considered the length of service of each of the Non- Executive Directors as well as their experience outside of the Company. Rosemary Leith, being a highly experienced Director, was confirmed to be the appropriate successor and assumed the role on 11 December 2019.
There will be an opportunity for you to ask me questions about the work of the Committee as part of our 2020 AGM procedure.
Roger Parry CBE
Chair
Nomination Committee
15 October 2020
2020 Accounts & Report Annual YouGov
73
Audit & Risk Committee Report
YouGov Annual Report & Accounts 2020
Ashley Martin
Chair, Audit & Risk Committee
Main areas of responsibility:
- Accounting and Group financial reporting
- Relationship with the external auditors
- Systems of internal control and risk management
Members
Our Audit & Risk Committee comprises entirely Non- Executive Directors:
Committee | Role | Meetings |
members | attended | |
Ashley Martin | Chair | 4/4 |
Rosemary Leith | Member | 4/4 |
Ben Elliot1 | Member | 0/0 |
1 There were no Committee meetings held during the reporting period prior to Ben Elliot's retirement on 13 September 2019.
At the invitation of the Chair, the following Executive Directors attended meetings during the year as guests:
Alex McIntosh | 4/4 |
Sundip Chahal | 2/2 |
Dear shareholder
I am pleased to present to you the report of the Audit & Risk Committee (the "Committee") for the year ended 31 July 2020.
Areas of responsibility
The Committee is a key part of the governance framework to which the Board has delegated oversight of the following matters:
Accounting and financial reporting
- ensuring the financial performance of the Group is properly monitored and reported; and
- reviewing formal announcements relating to financial performance.
Relationship with external auditors
- reviewing their independence;
- agreeing audit strategy and assessing the effectiveness of the external audit process;
- reviewing reports from the external auditors and management relating to the financial statements and internal control systems; and
- making recommendations to the Board in respect of the external auditors' appointment and remuneration.
Systems of internal control and risk management
- reviewing effectiveness of YouGov's internal control processes;
- reviewing the output from the bi- annual risk management process and ensuring mitigating actions are implemented; and
- overseeing the relationship with the outsourced provider of assurance services.
The Committee reports to the Board on any matters in respect of which it considers that action or improvement is needed and makes recommendations as to the steps to be taken. After each meeting the Chair reports to the Board on the matters discussed at the meeting.
We have formalised appointment of an external assurance provider following
- successful programme of assurance projects.
Membership and attendance at meetings
Ben Elliot retired from the Committee on 13 September 2019. Ashley Martin was Chair of the Committee for the full year. The Board is satisfied that I, Ashley Martin, who served as Chair during the year, has recent and relevant financial experience. For information about the Chair's relevant experience, please see the biography on page 67.
Executive members of the Board may attend meetings at the invitation of the Chair.
The Deputy Company Secretary attends meetings as Secretary to the Committee. The Chief Financial Officer, Group Finance Director and Company Secretary may also attend meetings at the invitation of the Chair, together with other subject matter experts.
The Chair meets regularly with the external auditor and separately with the Chief Financial Officer and members of the wider finance team. The Committee schedules time to receive the views of the external auditor without Executive Management being present.
Terms of Reference
The Committee operates under Terms of Reference agreed by the Board, which were last reviewed in December 2019, a copy of which can be found on our corporate website (corporate.yougov. com/governance).
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Strategic report Governance report Financial statements Additional information
Activities during the year
During the year, as a Committee we considered the following matters:
Financial reporting
We reviewed the content of the half-year results announcement and the Annual Report & Accounts. The Committee does this by considering, among other things, the accounting policies and practices adopted by the Group; the application of applicable reporting standards and compliance with broader governance requirements; papers detailing the approach taken by management to the key judgemental areas of reporting and the comments of the external auditor on management's chosen approach.
The Committee also considers significant issues including Group materiality, whether the business remains a going concern and whether the Annual Report & Accounts gives a fair, balanced and understandable view of the Group's affairs for the year in question.
The key judgemental areas considered by the Committee in respect of the financial year ended 31 July 2020 were:
Judgemental items | Committee review |
Impairment of goodwill | The Committee reviewed the reasonableness of the forecasts used. We paid |
There is significant judgement and | particular attention to the terminal growth rate, historic growth rates achieved and |
estimation in determining whether | a COVID-19 impacted economy. We also considered the allocation of assets and |
Goodwill is impaired under IAS 36. | liabilities to geographic CGUs including classification of non-geographic CGUs. |
This includes the components feeding | We considered the impact of sensitivities to the assumptions and whether there |
into the value-in-use calculations | |
including forecast results, discount | were any further impairment risks. |
rate, growth rates and allocation of | The Committee discussed with the Company's external auditors, PwC, the |
assets to cash-generating units | |
("CGUs"). | assumptions used which included advice from their valuation experts to consider |
the cost of capital used and the long-term growth rate applied. |
Annual YouGov
Capitalisation of internally generated and separately acquired intangible assets The Company has a team of 40 developers creating software products. There is considerable judgement in determining whether the costs incurred meet the criteria required for capitalisation under IAS 38.
The Committee reviewed the process for distinguishing expenditure between enhancement and maintenance. We examined the different products created to ensure each met the criteria set out in IAS 38.
The Committee also considered whether previously capitalised software assets were still creating value for the Group and a three-year amortisation was still reasonable.
2020 Accounts & Report
The Company capitalises the costs incurred of enhancing the Company's proprietary global panel (the "Panel") whether into new geographies, demographics or target panellists. There is significant judgement incurred in ensuring that the costs of panel recruitment meet the criteria required for capitalisation as a separately acquired asset under IAS 38.
The Committee considered that the Panel is separately identifiable, under the control of YouGov and delivers future economic benefits as required by IAS 38.
We reviewed how the asset had been enhanced (territories and demographics) to satisfy ourselves that the costs incurred were not advertising but specifically acquisition costs of new panellists.
We noted YouGov is in line with the practice adopted in this area by several global competitors.
We considered the attrition rate of panellists to ensure our amortisation policy was appropriate to reflect the useful life of the asset.
We have also considered in detail the potential impact of the COVID-19 pandemic on our operations, the impact for our key clients and suppliers and reviewed its potential impact on the measurement of our assets and liabilities.
You can read more about how the external auditors view these matters in their report on page 96.
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YouGov Annual Report & Accounts 2020
Risk review
The Board has delegated primary responsibility for oversight and scrutiny of the Group's risk management processes to the Committee. At each meeting during the year we receive updates from the business on the progress of the risk management evaluation and mitigating actions, culminating in our review of the updated Group Risk Register at our June meeting.
For information on the risk review activities during the year, see pages 60 to 63.
Internal audit and controls assurance Along with the Committee's oversight of the annual risk review process, the Committee has assessed the effectiveness of internal controls operating during the year and monitors implementation measures to improve the control environment.
During the year, we were pleased to oversee the implementation of an external assurance programme with KPMG. Assurance projects were completed on Cyber Security, IT Disaster Recovery and Revenue Recognition in compliance with IFRS
15. Progress against actions and recommendations from each of these, and other control reviews, are presented to the Committee in order to oversee completion. Following the success these projects, we have now formally appointed KPMG as an assurance provider for
the next two years to undertake a programme of control reviews targeting areas highlighted as higher risk in the bi-annual risk review.
As reported last year, our information security management systems are certified to ISO 27001, an international standard. We were pleased to maintain this globally recognised standard as it reinforces our commitment to the security of our clients' data.
Aside from internal audits for ISO 27001 compliance and the assurance projects, there was no further formal internal audit work undertaken during the year, although the accounting functions were subject to periodic internal review by Senior Management.
External audit
The Committee is primarily responsible for overseeing the relationship with and the performance of the external auditor, PwC, which is engaged to conduct a statutory audit on the annual financial statements and express an opinion thereon.
The Committee reviews the scope of the PwC audit which includes the review and testing of controls over data which is used to produce the information contained in the financial statements.
The Committee approved the external auditor's terms of engagement and approved audit fees for the year ended 31 July 2020 of £407,000.
Auditor independence
The Committee also undertakes
a formal assessment of the auditor's independence each year, which includes:
- objectivity and independence in the provision of non-audit services to the Group by the use of separate teams to provide such services where appropriate;
- discussion with the auditors of a written report detailing their relationships with the Group and any other parties that could affect the independence or the perception of independence;
- a review of the auditor's own procedures for ensuring independence of the audit firm and partners and staff involved in the audit, including the regular rotation of the audit partner; and
- obtaining written confirmation from the auditors that, in their professional judgement, they are independent.
The Company has historically engaged PwC to provide certain non-audit services where appropriate (see page 123), but to do so requires the approval of the Committee and the audit partner. PwC has only been engaged for non-audit services relating to taxation compliance where its expertise about the business has been integral to the project. There is a clear delineation between PwC's audit teams and advisors on non-audit services, ensuring that the external auditors retain their independence. An analysis of the fees payable to the external audit firm in respect of both audit and non-audit services during the year is set out in Note 2 to the financial statements on page 123. The level of non-audit services has been approved by the Committee.
As a result of the revisions to the Ethical Standard for Auditors issued by the Financial Reporting Council in December 2019, YouGov plc as an Other Entity of Public Interest will no longer be able
to engage its external auditor PwC for taxation compliance services and is in the process of migrating the service to KPMG.
Effectiveness of external auditor After the conclusion of the prior year (ended 31 July 2019) full-yearaudit, the Committee conducted an in-housereview of the effectiveness of the external audit process. This review took into account the views of all parties working with the external auditors including the wider finance team and the corporate secretariat. After review, it was concluded that the external auditors remain independent, objective, challenging and effective in their audit.
Policy on external auditor rotation As an AIM-listedcompany, YouGov is not obligated to comply with the auditor rotation requirements for companies as set out in the Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2019. PwC has been the Company's external auditor for 12 years and the Committee continues to be satisfied. In keeping with best practice, it is Committee policy for
the audit partner to be rotated every five years and Brian Henderson, our current audit partner, was appointed from the 2019 audit. There are no contractual restrictions on our choice of external auditor.
Compliance policies
We have continued to improve our compliance policies, making necessary changes to ensure that they remain fit for purpose.
There will be an opportunity for shareholders to ask me questions about the work of the Committee as part of our 2020 AGM procedure.
Ashley Martin
Chair
Audit & Risk Committee
15 October 2020
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Strategic report Governance report Financial statements Additional information
Directors' Remuneration Report
Rosemary Leith
Chair, Remuneration Committee
Main areas of responsibility:
- Set the Remuneration Policy for Executive Directors
- Monitor, and make recommendations on, remuneration policy for Senior Management
- Oversee remuneration-related Company policies
Members
Our Remuneration Committee comprises entirely Non- Executive Directors:
Meetings | ||
Committee members | Role | attended |
Rosemary Leith | Chair | 5/5 |
Ashley Martin | Member | 5/5 |
Andrea Newman | Member | 3/5 |
At the invitation of the Chair, the following Directors attended meetings during the year as guests:
Roger Parry | 2/2 |
Nick Jones1 | 1/3 |
Stephan Shakespeare | 5/5 |
Alex McIntosh | 5/5 |
- Nick Jones retired from the Board on 11 December 2019.
Remuneration Committee Report
Dear shareholder
I am pleased to present to you the Remuneration Committee Report for the year ended 31 July 2020.
Areas of responsibility
As a Committee we set the strategy, structure and levels of remuneration for the Executive Directors and monitor the remuneration policy for Senior Management. The Committee does so in the context of aligning the financial interests of the Executive Directors and management with the achievement of the Group's stated strategic objectives.
Membership and attendance at meetings
This was the first full year of the current Committee membership, with Ashley Martin and Andrea Newman joining during the year to 31 July
2019. There were no changes to the Committee during the reporting year.
The Company Secretary attends all the Committee meetings as Secretary to the Committee and, by invitation, they are also attended by the Board Chair, Chief Executive Officer, Chief Financial Officer, Group HR Director and external professional advisors for all or part of any meeting as and when appropriate and necessary.
Terms of Reference
The Committee operates under Terms of Reference agreed by the Board, which were last reviewed in December 2019. These are available on the Company's website (corporate.yougov.com/ governance).
Activities during the year
During the year, as a Committee we have considered the following matters:
- LTIP 2019 design and implementation;
- LTIP 2014 vesting approval;
- Executive Director remuneration levels; and
- UK gender pay gap reporting.
Supporting the delivery of FYP2, the Committee has set a remuneration framework that incentivises and drives performance both today and over the long term.
Remuneration Policy
The Remuneration Policy at YouGov is designed to reward our workforce within a structure that reflects both Company and personal performance. The policy, to which there has been no material change in the reporting year, is to set base salaries for employees at normal market peer-group levels (or lower market peer-group levels for the Executive Directors) and to offer an annual cash bonus opportunity linked to pre-determined targets or objectives (or a commission plan for some roles) in addition. Share awards are offered to the Executive Directors and other key employees under long-term incentive plans that are designed to support the Company's strategic goals and reward the individual's contribution to value creation.
Long-term incentive plans During the year the Committee approved the full vesting of awards granted under the YouGov Long-TermIncentive Plan 2014 ("LTIP 2014") which was aligned to the Company's five- year strategic growth plan for 2014-19("FYP1"). YouGov delivered exceptional performance over the FYP1 performance period (from 1 August 2014 to 31 July 2019), with compound annual growth in adjusted basic earnings per share1 ("EPS") of 29% and compound annual growth in share price of 38% (compared to 4% in the FTSE AIM All Share Index over the same period). Accordingly, the stretching financial performance targets for the LTIP 2014 were achieved in full. For more information on the LTIP 2014, see page 82.
2020 Accounts & Report Annual YouGov
1 As defined at the start of the FYP1 performance period: excluding the impact of amortisation, | |
share-based payment charges, imputed interest and separately reported items. | 77 |
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Remuneration Committee Report continued
YouGov Annual Report & Accounts 2020
During the year we also introduced the new YouGov Long-Term Incentive Plan 2019 ("LTIP 2019"), which is aligned to the Company's strategic growth plan for 2019-23 ("FYP2"). The LTIP 2019 replaces the LTIP 2014 and the Deferred Share Bonus Plan 2014 ("DSBP 2014") and consequently includes a larger cohort of participants than the LTIP 2014. As part of determining the plan design, the Committee consulted with major shareholders, all of which confirmed their support for the final design.
The Board believes the FYP2 strategic growth plan will deliver significant value for our shareholders and the Committee was pleased to deliver a share plan designed to motivate key employees for its achievement. For more information on the LTIP 2019, see page 80.
Directors' Remuneration Report While there has been no material change to the Directors' Remuneration Policy during the year, our Annual Report on Remuneration disclosures have been expanded compared to last year. As an AIM-listedcompany, YouGov is not obligated to comply with the remuneration reporting requirements for companies as set out in the Large and Medium-sizedCompanies and Groups (Accounts and Reports) Regulations 2008 (and subsequent amendments) and the Companies (Miscellaneous Reporting) Regulations 2018. However,
the Committee is committed to making disclosures to the degree appropriate to the size of our business. Accordingly, certain disclosures in this report reflect requirements of the regulations and have been included voluntarily.
In addition, while AIM-listed companies are not obligated to seek shareholder approval of their Directors' Remuneration Report, as practice we present our Annual Report on Remuneration at each AGM in order to provide accountability and transparency over our remuneration practices. At the 2019 AGM, of the votes received on the Annual Report on Remuneration, 99.99% were in favour that it be accepted.
Pay gap reporting
Ensuring that YouGov is demonstrating its commitment to an inclusive workplace through its remuneration practices is one of the Remuneration Committee's priorities and monitoring of YouGov's gender pay gap is an important part of this. The gender pay gap measures the difference in earnings between women and men across all roles; it is not the same as equal pay.
As at 5 April 2019, the mean average gender pay gap in our UK business was 23.0%, down from 26.3% in 2018. While I am pleased to see that the mean hourly pay gap has moved in the right direction,
there is more to be done. Both the Board and Senior Management are committed to narrowing the gender pay gap at YouGov. Throughout the next financial year I am keen to continue to work with the Board and YouGov's management team to ensure that YouGov is doing
all it can to close its pay gap over a reasonable period.
Our latest UK Gender Pay Gap Report was published on 1 May 2020, in accordance with the UK Equality Act 2010 (Gender Pay Gap Information) Regulations 2017 and can be found at corporate.yougov.com/governance/ genderpaygap.
Conclusion
We welcome feedback from shareholders on our Directors' Remuneration Report and there will be an opportunity to ask me questions about the work of the Committee as part of our 2020 AGM procedure.
Rosemary Leith
Chair
Remuneration Committee
15 October 2020
AGM voting history
Absolute votes on the Annual | For |
Report on Remuneration 2019 | 61,946,210 |
Total:
61,946,912
For
61,946,210
Against
40
WithheldDiscretionary
450212
Historic votes in favour of the Annual Report on Remuneration 2015-19
2015 | 98.53% |
2016 | 99.90% |
2017 | 100.00% |
2018 | 97.17% |
2019 | 99.99% |
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Strategic report Governance report Financial statements Additional information
Directors' Remuneration Policy
The following section of this report describes our Remuneration Policy for YouGov's Executive and Non-Executive Directors. There has been no material change to the Remuneration Policy during the year.
Executive Director Remuneration Policy
The Remuneration Committee (the "Committee") reviews the performance of Executive Directors and sets the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of shareholders. In determining that remuneration, the Committee seeks to offer a competitive remuneration structure to maintain the high calibre of its Executive Directors. The Committee believes that maintaining the Group's business growth and profit record requires an overall compensation policy with a strong performance-related element.
Base salary
Purpose and link to strategy
Provides a core level of reward for the completion of Executive Directors' duties. Set at a level that allows us to attract and retain employees of the calibre to drive the Company's success.
Maximum opportunity
There is no maximum salary limit. When considering salary levels, the Committee will consider the specific nature and responsibilities of the role at YouGov, the capabilities and experience of the individual, as well as pay levels in relevant talent markets.
Operation
The Committee's policy is to review salaries annually. Basic salary for each Director is determined by the Remuneration Committee considering the performance of the individual as well as external peer-group market data. Salary increases will be generally awarded in line with increases applicable to the wider employee group; however, the Remuneration Committee may exercise discretion to vary the amount awarded based on merit or market data.
Performance framework
Not applicable.
Pension
Purpose and link to strategy
Provides Executive Directors with long-term savings for their future.
Maximum opportunity
Executive Directors are eligible for the standard company pension contributions (or equivalent cash payments in lieu) of up to 5% of base salary.
Operation
Where applicable, payments are made directly to a nominated pension scheme or, if payments are made in cash, they are delivered monthly through payroll.
Performance framework
Not applicable.
Other benefits
Purpose and link to strategy
Provision of benefits in line with the Executive Directors' local market and those offered to the wider workforce in that market.
Maximum opportunity
There is no defined maximum value for benefits, but the Committee will consider the aggregate value of any such benefits when determining what should be offered.
Operation
Executive Directors are eligible to a range of benefits, including private healthcare and any other benefit deemed appropriate by the Committee. Any reasonable business-related expenses may be reimbursed, including any taxes payable thereon if determined to be a taxable benefit.
Performance framework
Not applicable.
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Directors' Remuneration Policy continued
Annual bonus plan
Purpose and link to strategy
The annual bonus plan is focused on the achievement of the Group's short-term objectives, in complement to the LTIP which is focused on the achievement of the Group's long-term objectives. The bonus plan for the reporting year was linked specifically to Group adjusted operating profit1 performance, one of the Group's key performance indicators (see page 26).
Maximum opportunity
Executive Directors are eligible for a maximum annual bonus of 150% of base salary per annum. The Committee will determine an appropriate award size each year within this parameter.
Operation
Bonuses are paid in cash each year after the publication of the audited financial statements.
Performance framework
The Remuneration Committee sets annual bonus targets for the Executive Directors linked to the annual budgeted Group adjusted operating profit1; this is complemented by an LTIP which is designed to incentivise management for the achievement of long-term earnings growth.
1 Defined in the explanation of Non-IFRS measures on page 59.
Share incentive plans
Current share plans
YouGov Long-Term Incentive Plan 2019 ("LTIP 2019")
Purpose and link to strategy
The Board believes that share ownership by the Executive Directors strengthens the link between their personal interests and those of the shareholders in respect of shareholder value. It therefore established long-term incentive plans designed to reflect an individual manager's contribution to long-term value creation. This plan has been designed to incentivise and reward the achievement of the long-term performance objectives that define the Company's strategic growth plan, FYP2. This plan has replaced the LTIP 2014 and DSBP 2014.
Maximum opportunity
The maximum total number of shares which may ordinarily be granted to a participant over the life of the plan will be determined by reference to their base salary and the share price at the start of the plan; the award level opportunities vary by participant.
The Executive Director award level opportunities are as follows:
Role | Award level opportunity (maximum total cumulative award value as a % of base salary in 2019) |
Chief Executive Officer | 1,200% |
Other Executive Directors | 600% |
In addition to the Executive Directors, selected employees from across the Group will also participate in the LTIP 2019, at lower award level opportunities.
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Strategic report Governance report Financial statements Additional information
Operation
Awards will be granted in three equal tranches: Award I, Award II and Award III in October 2020, 2021 and 2022 respectively (together the "LTIP 2019 Awards").
Awards will normally be in the form of nil cost options.
The grant of an award in each of these years will be conditional upon the achievement of specific and demanding personal performance objectives to be satisfied in the financial year preceding the grant of awards. The personal performance objectives for the Executive Directors' granted awards will be disclosed in the Annual Report & Accounts of the relevant reporting year.
The normal vesting date for all LTIP 2019 Awards will be the date of the public announcement of YouGov's annual results for the financial year ended 31 July 2023, expected to be in October 2023.
The Executive Directors will be required to retain any vested shares acquired under the LTIP 2019 (either on an unexercised or net of tax basis) until at least the first anniversary of the vesting of the awards.
Awards under the plan will be subject to malus in circumstances where there has been a material misstatement, a material failure of risk management or serious reputational damage to the Company.
Awards held by good leavers (those who leave by reason of death, ill-health, injury, redundancy, retirement with the consent of the Remuneration Committee, transfer of employing business or as otherwise determined by the Committee) will normally vest on the normal vest date and be pro-rated for time.
Awards held by other leavers will lapse on termination of employment.
In the event of a change of control, awards will vest based on performance achieved to that date and normally be pro-rated for time.
Performance framework
The key performance metric for the awards will be compound annual growth in adjusted basic EPS1. Compound annual growth in adjusted basic EPS1 will be defined in accordance with the Company's reported accounting policies, and will exclude exceptional and non-recurring items, but include acquisitions, to ensure it fairly reflects the performance achieved.
Performance will be measured over four years using the financial year ended 31 July 2019 as a base year.
The vesting of awards will be dependent on YouGov's earning per share growth, one of the Group's key performance indicators, as follows:
4 year adjusted basic EPS1 CAGR | % of award vesting | |
Below 10% | Nil | |
Between 10% and 15% | Pro-rata between 10% and 25% | |
Between 15% and 35% | Pro-rata between 25% and 100% | |
35% or above | 100% |
For performance between threshold, target and stretch levels, vesting will occur based on a sliding scale.
In addition, a discretionary underpin will be applied based on the quality of the underlying financial performance of the Company during 2019-23. This shall include, but not be limited to, the average of the adjusted operating profit margin1 being at least 15% over the period. The application of the underpin by the Committee may reduce the vesting level of the LTIP 2019 Awards, potentially to nil.
1 Defined in the explanation of Non-IFRS measures on page 59.
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Directors' Remuneration Policy continued
LTIP 2019 timeline
2019/20 2020/21 2021/22 2022/23 2023/24 Explanation
Granting Award I | Award II | Award III |
Award grants subject to the achievement of personal performance objectives
Vesting | Performance period |
Vesting subject to the achievement of stretching targets aligned with FYP2
to the Executive Directors, the related performance objectives will be disclosed as part
award grants; for example, Award I is due
in October 2020 and any award outcomes | ||
personal performance objectives will be reported | ||
Annual Report & Accounts for the year-ended | ||
2019 Operation section above for more detail on | ||
. | ||
One-year | will be due to vest in 2023 subject to the | |
post-vesting | the related Company performance metrics | |
holding | period. The key performance metric for vesting | |
period for the | annual growth in adjusted basic earnings per | |
Executive | 1 | will be measured over four years |
Director | with the year ended 31 July 2019 as | |
awards | . Executive Director awards will be subject to |
-
YouGov Annual Report & Accounts 2020
Historic share plans
YouGov Long-Term Incentive Plan 2014 ("LTIP 2014")
Summary
The LTIP 2014 was established to incentivise senior leadership for the achievement of the Company's five-year plan for 2014‑19.
The participants are the Executive Directors and a small group of senior leaders whom the Board considered had a key role to play in the delivery of YouGov's strategic plans. LTIP 2014 was designed to reward participants for the achievement of highly demanding EPS growth targets over the five-year period ending 31 July 2019.
Under the rules of this plan, participants are conditionally awarded nil cost options to acquire shares (or conditional stock awards, if US residents). The awards are granted in three equal tranches over 2015/16 to 2017/18. Receipt of an award in each of these years is dependent upon the achievement of specific and demanding personal performance objectives for the previous financial year.
The award vesting conditions (detailed below) include EPS targets and an operating profit margin target and the Remuneration Committee's assessment of the Group's underlying financial performance over the plan period.
Vesting of awards is dependent on the Group achieving the targets for compound EPS growth in the plan period as set out in the table below:
5 year adjusted basic EPS1 CAGR | % of award vesting | |
Below 10% | Nil | |
10% | 15% | |
15% | 30% | |
25% | 100% |
Vesting of awards was dependent on the Group's average operating margin being at least 12% over the five-year period (average operating margin is the average of the adjusted operating profit, as defined in the accounts, divided by the revenue with each year's margin percentage being calculated first). If this underpin condition is not achieved, the shares awarded will not vest. If it is met, then the five-year adjusted EPS1 growth performance will be assessed against the targets set out in the table above.
- As defined at the start of the FYP1 performance period: excluding the impact of amortisation, share-based payment charges, imputed interest and separately reported items.
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The maximum total number of shares to be awarded to each participant over the five years of the plan is determined by reference to their base salary and the share price at the start of the plan; the award level opportunities vary by participant. The Executive Director award level opportunities are as follows:
Role | Award level opportunity (maximum total cumulative award value as a % of base salary in 2015) |
Chief Executive Officer | 850% |
Other Executive Directors | 500% |
In addition, the Chief Executive Officer is entitled to an enhanced award if the Company's share price grows by more than 200% over the five-year period and if the other vesting conditions are also met in full. This additional award equates to 255% of his annual salary in the year ended 31 July 2015. The combined maximum potential award for the Chief Executive Officer is thus 1,105% of his annual salary.
The awards vested on 25 November 2019. No share options were granted under the LTIP 2014 in the year ended 31 July 2020.
YouGov Deferred Share Bonus Plan 2014 ("DSBP 2014")
Summary
The Deferred Share Bonus Plan was established in 2014, for senior managers in the Group who did not participate in the LTIP 2014.
This plan entitles participants to an award of shares which must be retained for a period of two years and whose vesting is subject to their continued employment during that time. The value of the award will be linked to the assessment of performance made in determining their annual bonus. The maximum award level is 10% of basic salary, awarded annually.
The final round of awards under DSBP 2014 were granted in November 2019. 94,980 share options were granted under the DSBP 2014 in the year ended 31 July 2020, none of which were granted to Executive Directors of the Company.
YouGov Long-Term Incentive Plan 2009 ("LTIP 2009")
Summary
From 2009 to 2014, the Executive Directors and senior managers in the Group were eligible to participate in the LTIP 2009.
Under the rules of this plan, participants are conditionally awarded nil cost options to acquire shares (or conditional stock awards, if US residents). The number of such shares awarded is normally calculated by reference to a percentage of the participant's salary and the Company's closing share price for an appropriate reference period. The shares subject to the awards are to be released to the recipients at the end of a holding period, normally three years, subject to their continued employment. The performance criteria attached to these awards relate to EPS growth and Total Shareholder Return ("TSR") versus companies in the AIM Media Index.
The final round of awards granted under the LTIP 2009 vested in 2016. No share options were granted under the LTIP 2009 in the year ended 31 July 2020.
2020 Accounts & Report Annual YouGov
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YouGov Annual Report & Accounts 2020
Directors' Remuneration Report continued
Directors' Remuneration Policy continued
Executive Director Remuneration Policy scenario analysis
The charts below illustrate the amounts that each of the Executive Directors would be paid under different annual performance scenarios, based on the Directors' Remuneration Policy.
Stephan Shakespeare
Minimum | £327,327 | |||||||||||||||||||||||||
100% | ||||||||||||||||||||||||||
Target | £1,415,607 | |||||||||||||||||||||||||
23% | 19% | 58% | ||||||||||||||||||||||||
Maximum | £1,551,642 | |||||||||||||||||||||||||
21% | 26% | 53% | ||||||||||||||||||||||||
Maximum | £1,959,747 | |||||||||||||||||||||||||
17% | 21% | 41% | 21% | |||||||||||||||||||||||
+50% share | ||||||||||||||||||||||||||
price appreciation | ||||||||||||||||||||||||||
Alex McIntosh | ||||||||||||||||||||||||||
Minimum | £198,699 | |||||||||||||||||||||||||
100% | ||||||||||||||||||||||||||
Target | £688,879 | |||||||||||||||||||||||||
29% | 28% | 43% | ||||||||||||||||||||||||
Maximum | £786,915 | |||||||||||||||||||||||||
26% | 37% | 37% | ||||||||||||||||||||||||
Maximum | £933,969 | |||||||||||||||||||||||||
21% | 32% | 31% | 16% | |||||||||||||||||||||||
+50% share | ||||||||||||||||||||||||||
price appreciation | ||||||||||||||||||||||||||
Sundip Chahal | ||||||||||||||||||||||||||
Minimum | £321,992 | |||||||||||||||||||||||||
100% | ||||||||||||||||||||||||||
Target | £930,973 | |||||||||||||||||||||||||
35% | 26% | 39% | ||||||||||||||||||||||||
Maximum | £1,052,769 | |||||||||||||||||||||||||
30% | 35% | 35% | ||||||||||||||||||||||||
Maximum | £1,235,463 | |||||||||||||||||||||||||
+50% share | 26% | 30% | 30% | 14% | ||||||||||||||||||||||
price appreciation | ||||||||||||||||||||||||||
Fixed remuneration | Annual bonus | LTIP 2019 | Share price growth |
The underlying assumptions for each of the above performance scenarios are detailed below.
Fixed remuneration | Variable remuneration | ||
Performance scenario | Base salary, pension and benefits1 | Annual bonus1 | LTIP 20192 |
Minimum
On-target
Maximum
Maximum +50%
- Base salary
- Benefits
- Pension
Based on the figures for the year to 31 July 2020
N/A | N/A |
On-target annual bonus | Full LTIP vesting (100% of |
(100% of base salary) | maximum) at the share price |
at the start of the plan | |
Maximum annual bonus | Full LTIP vesting (100% of |
(150% of base salary) | maximum) at the share price |
at the start of the plan | |
As maximum | As maximum but with the |
assumption of share price | |
growth of 50% |
84
- Stephan Shakespeare is paid 15% GBP: 85% AED. Alex McIntosh is paid 100% GBP. Sundip Chahal is paid 100% AED. For the purpose of this illustration, remuneration paid in AED has been translated into GBP at a rate of 1GBP:4.6345AED, being the average exchange rate during the reporting period.
- As the Company's long-term incentive awards are granted in shares and subject to stretching performance targets, the actual value of awards can vary significantly dependent on the extent to which targets are achieved and the movement in share price. The LTIP 2019 covers the performance period 2019-23. The awards are due to be awarded in October 2020, October 2021 and October 2022 and ordinarily vest in October 2023. For the purposes of this illustration, the annual value of the LTIP 2019 Awards has been determined based on the individual's maximum opportunity for awards over the life of the four-year plan divided by four. No adjustments have been made for the potential payment of dividends. The operation of the LTIP 2019, including the performance targets and potential maximum award sizes, is set out on page 81.
Strategic report Governance report Financial statements Additional information
Non-Executive Director Remuneration Policy
The remuneration of the Non-Executive Directors is set by the Board as a whole. The Board believes that ownership of the Company's shares by the Non-Executive Directors helps to align their interests with those of the Company's shareholders. Accordingly, the Company's policy is that a proportion of each Non-Executive Director's fee will be paid in the form of Ordinary Shares in lieu of cash.
Overview
Purpose and link to strategy
Supports recruitment and retention of Non-Executive Directors with the required skills and experience to lead the Company.
Maximum opportunity
Aggregate fees are subject to the limit set out in the Articles of Association.
Performance framework
Not applicable.
Directors' service contracts
The table below summarises key details in respect of each Director's service contract.
Executive Directors | Title | Contract date | Notice period |
Stephan Shakespeare | Chief Executive Officer | 18 April 2005 | 12 months |
Alex McIntosh | Chief Financial Officer | 21 March 2018 | 6 months |
Sundip Chahal | Chief Operating Officer | 21 March 2018 | 6 months |
Non-Executive Directors | Title | Contract date | Notice period |
Roger Parry | Non-Executive Chair | 6 February 2007¹ | 30 days |
Rosemary Leith | Non-Executive Director | 1 February 2015 | 30 days |
Andrea Newman | Non-Executive Director | 6 December 2017 | 30 days |
Ashley Martin | Non-Executive Director | 1 September 2018 | 30 days |
Ben Elliot² | Non-Executive Director | 2 August 2010 | 30 days |
Nick Jones3 | Non-Executive Director | 2 June 2009 | 30 days |
- Roger Parry's appointment was effective from 15 January 2007 as confirmed in the letter of appointment dated 6 February 2007.
2 Ben Elliot retired as Director on 13 September 2019. 3 Nick Jones retired as Director on 11 December 2019.
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Directors' Remuneration Report continued
Annual Report on Remuneration
This report provides details of how the Directors were paid during the financial year to 31 July 2020. A resolution will be put to the shareholders at the Annual General Meeting to be held on 10 December 2020, inviting them to consider and approve this report. The remuneration report is unaudited, except where stated. This is not a remuneration report as defined by company law.
Directors' remuneration (audited)
Directors' remuneration in aggregate for the year ended 31 July 2020 (with the prior year comparative) was as follows:
Year to | Base salary | Taxable | Annual | Pension | Total | ||
Name | /fees | benefits | bonus | ||||
31 July | £ | £ | £ | £ | £ | ||
Executive Directors1 | |||||||
Stephan Shakespeare | 2020 | 273,806 | 37,769i | 282,953 | 17,488 | 612,016 | |
2019 | 263,979 | 41,785 | 291,961 | 25,253 | 622,978 | ||
Alex McIntosh | 2020 | 194,175 | 993ii | 203,915 | 1,634 | 400,717 | |
2019 | 190,242 | 1,185 | 210,407 | 0 | 401,834 | ||
Sundip Chahal | 2020 | 245,446 | 49,241iii | 253,336 | 29,159 | 577,182 | |
2019 | 230,103 | 49,605 | 254,493 | 17,824 | 552,025 | ||
Non-Executive Directors2 | |||||||
Roger Parry | 2020 | 100,000 | - | - | - | 100,000 | |
2019 | 100,000 | - | - | - | 100,000 | ||
Rosemary Leith3 | 2020 | 49,297 | - | - | - | 49,297 | |
2019 | 44,917 | - | - | - | 44,917 | ||
Ashley Martin | 2020 | 47,000 | - | - | - | 47,000 | |
2019 | 40,667 | - | - | - | 40,667 | ||
Andrea Newman | 2020 | 40,000 | - | - | - | 40,000 | |
2019 | 37,917 | - | - | - | 37,917 | ||
Former Non-Executive Directors | |||||||
Ben Elliot4 | 2020 | 4,263 | - | - | - | 4,263 | |
2019 | 37,917 | - | - | - | 37,917 | ||
Nick Jones5 | 2020 | 14,018 | - | - | - | 14,018 | |
2019 | 39,958 | - | - | - | 39,958 | ||
- Stephan Shakespeare is paid 15% GBP: 85% AED. Alex McIntosh is paid 100% GBP. Sundip Chahal is paid 100% AED. For the purpose of this report, remuneration paid in AED has been translated into GBP at a rate of 1GBP:4.6345AED, being the average exchange rate during the reporting period. The Executive Directors each received a salary increase of 2.5% with effect from 1 October 2019. Alex McIntosh received pension contributions from June 2020 onwards.
- All Non-Executive Directors are paid 100% GBP and receive a proportion of their annual fee in shares in line with the Directors' Remuneration Policy. During the reporting year, £20,000 of the Chair's fee and £5,000 of the other Non-Executive Directors' fee were paid in shares, as detailed on page 89.
- Rosemary Leith appointed Senior Independent Director from 11 December 2019.
4 Ben Elliot retired as Non-Executive Director on 13 September 2019.
5 Nick Jones retired as Non-Executive Director and Senior Independent Director on 11 December 2019.
The taxable benefits received consist of:
-
Private healthcare, family travel allowance and living accommodation allowance. ii Private healthcare.
iii Expatriate benefits, including family visas, private healthcare, family travel allowance and dependents' school fees.
Additionally during the year the Executive Directors benefited from the vesting of nil cost awards under the LTIP 2014 which covered the five-year performance period from 1 August 2014 to 31 July 2019. Maximum award opportunities were determined based on the market value of £1.11 per share at the start of the plan in 2014. Based on the market value at vesting on
25 November 2019 of £5.70, the value of the LTIP 2019 Awards released to the Executive Directors was: Stephan Shakespeare £13,288,342 (2,331,288 shares); Alex McIntosh £2,569,275 (450,750 shares); and Sundip Chahal £3,226,103 (565,983 shares). For more detail on the awards granted to the Executive Directors over the life of this long-term incentive plan, and the vesting outcome, see the facing page.
Payments for external appointments
No Executive Director received any remuneration in the year in respect of external non-executive appointments.
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Annual bonus performance outcome
The Executive Directors' annual bonus plan for the 12 months to 31 July 2020 was set in relation to the Group's annual budgeted adjusted operating profit1 target for the year. As a result of the target operating profit being exceed, the Committee determined that it was fair and reasonable for the annual bonuses to be paid out at the level of 104% of base salary, as shown in the table below.
Performance measure | Outturn | |
Adjusted operating | ||
profit1 for 2019/20 | % of base salary | |
Weighting | 100% | n/a |
Threshold | £20.0m | 25% |
Target | £21.0m | 100% |
Maximum (Cap) | £31.5m | 150% |
Actual | £21.7m | 104% |
Long-Term Incentive Plan performance outcome
LTIP 2014 granted awards
The share awards granted to the Executive Directors during the life of the LTIP 2014 (2014-19) were as shown in the below table.
CEO Enhanced | Director Top-Up | Total | ||||||
Plan | Award I | Award1 | Award II | Award III | Awards2 | |||
awards | ||||||||
Date of grant | 9 December | 9 December | 17 November | 12 December | 3 April | |||
2015 | 2015 | 2016 | 2017 | 2018 | ||||
Stephan Shakespeare | 575,253 | 544,976 | 605,529 | 605,530 | n/a | 2,331,288 | ||
Alex McIntosh | 86,486 | n/a | 86,486 | 86,487 | 191,291 | 450,750 | ||
Sundip Chahal | 120,412 | n/a | 120,412 | 120,411 | 204,748 | 565,983 |
1 The CEO Enhanced Award is described on page 83.
2 The Director Top-Up Awards were made following the promotion of Alex McIntosh and Sundip Chahal to Executive Director roles.
LTIP 2014 share price appreciation
The maximum total number of share awards which could be granted to a participant under the LTIP 2014 was determined by reference to their base salary and the YouGov share price at the start of the plan; appreciation in the share price from the start of the plan to the end of the plan (vesting) is shown in the below table.
Market value of awards at start of | Market value of awards at plan | ||
plan in 20141 £ | vesting in 20192 £ | Share price appreciation 2014-19 % | Share price CAGR 2014-19 % |
£1.11 | £5.70 | 414% | 38% |
- Under the LTIP 2014, the market value at the start of the plan was determined as the average closing price of a share on AIM over the period of three months ending on the third dealing day following the announcement of the Group's results for the year ended 31 July 2014, being 13 October 2014.
2 The market value upon the plan vesting reflects the closing share price on the last trading day prior to the vesting date of 25 November 2019.
LTIP 2014 vesting outcome
As a result of strong financial performance during the five-year period 2014-19, the thresholds set by the Board for the purposes of the vesting of awards granted under the LTIP 2014 were exceeded, as presented in the table below. Upon assessment of these outcomes, and of the underlying financial performance of the Company, the Committee determined that it was fair and reasonable for the LTIP 2014 Awards to vest in full and accordingly all awards vested on 25 November 2019.
Performance measures | Outturn | ||
Adjusted basic EPS1 | Average operating profit | % of granted awards | |
CAGR 2014-19 | margin1 2014-19 | vesting | |
Weighting | 100% | Discretionary | n/a |
Threshold | 10% | 12% | 15% |
Target | 25% | 12% | 100% |
Maximum | 25% | 12% | 100% |
Actual | 29% (exceeded) | 15% (exceeded) | 100% (full vesting) |
1 Defined in the explanation of Non-IFRS measures on page 59.
2020 Accounts & Report Annual YouGov
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YouGov Annual Report & Accounts 2020
Directors' Remuneration Report continued
Annual Report on Remuneration continued
CEO remuneration history
The table below shows the CEO's fixed and variable pay, including annual bonus, and LTIP vesting when applicable, over the last five years.
Stephan Shakespeare | Year to | Year to | Year to | Year to | Year to | |
31 July 2020 | 31 July 2019 | 31 July 2018 | 31 July 2017 | 31 July 2016 | ||
Fixed remuneration1 (£) | 329,063 | 331,017 | 307,745 | 252,077 | 248,909 | |
Annual bonus (£) | 282,953 | 291,961 | 258,589 | 252,718 | 241,970 | |
Annual bonus (% of target)2 | 104.0% | 110.6% | 100.7% | 101.4% | 100.0% | |
Annual bonus (% of maximum)2 | 69.3% | 73.7% | 67.1% | 96.6% | 95.2% | |
LTIP vesting (£)3 | 13,288,342 | n/a | n/a | n/a | 187,688 | |
LTIP vesting | 100.0% | n/a | n/a | n/a | 100.0% | |
(% of maximum opportunity)4 |
1 Fixed remuneration includes base salary, benefits and pension.
- Throughout all five years the on-target annual bonus figure has remained 100% of base salary. In 2016 and 2017, the annual bonus was capped at 105% of base salary, while in 2018, 2019 and 2020, the annual bonus was capped at 150% of base salary.
- Gains made under the Company's long-term incentive plans are recognised in the financial year of vesting. The figure received in the year to 31 July 2020 represents the vesting of multiple awards of shares granted over the life of the LTIP 2014 which covered the performance period from 1 August 2014 to 31 July 2019 and which all vested on 25 November 2019; the market value of the awards was £1.11 at the start of the plan in 2014 and £5.70 at vesting in 2019. The 2016 figure represents the release of an award of shares granted under the Company's historic Deferred Share Plan 2010 on 21 October 2015; the market value of the awards was £0.44 at granting in 2010 and £1.15 at vesting in 2015.
4 LTIP vesting shows the percentage of the eligible awards that vested in that financial year.
Total Shareholder Return
The chart below compares the value of £100 invested in YouGov plc shares (including reinvested dividends) on 1 August 2015, compared to the equivalent investment in the FTSE AIM All Share Index, over the last five financial years (1 August 2015 to
31 July 2020).
800
700
600
500
400
300
200
100
0 | ||||||||||
August | August | August | August | August | July | |||||
2015 | 2016 | 2017 | 2018 | 2019 | 2020 | |||||
YouGov TSR | FTSE AIM All Share TSR |
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Strategic report Governance report Financial statements Additional information
Non-Executive Directors' fee rates
The Non-Executive Directors' fee rates were last reviewed in 2018/19 and remained unchanged during the year:
Role | Annual fee |
rate (£) | |
Non-Executive Chair | 100,000 |
Non-Executive Director | 40,000 |
Senior Independent Director | 3,500 |
Committee Chair | 7,000 |
Non-Executive Directors' fee proportion paid in shares
In keeping with the Directors' Remuneration Policy, during the year a proportion of the Non-Executive Directors' fees were paid in the form of Ordinary Shares, in lieu of cash, as noted in the below table.
Name | Role | Shares issued | Market value (£)1 | |
Roger Parry | Non-Executive Chair | 3,031 | 20,000 | |
Rosemary Leith | Non-Executive Director | 758 | 5,000 | |
Ashley Martin | Non-Executive Director | 758 | 5,000 | |
Andrea Newman | Non-Executive Director | 758 | 5,000 |
The payments made in shares amounted to 5,305 shares in total (2019: 10,115 shares).
1 The figure presented reflects the closing share price of the last trading day prior to the payment on 24 April 2020 of £6.60.
2020 Accounts & Report Annual YouGov
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Directors' Remuneration Report continued
Annual Report on Remuneration continued
Executive Directors' share options (audited)
The following unexercised nil cost options over shares were held by Directors as of 31 July 2020:
Plan | Date of grant | Earliest | Expiry date | Number at | Awarded in | Exercised in | Number at | ||
exercise date | 31 July 2019 | year | year | 31 July 2020 | |||||
Stephan Shakespeare | |||||||||
LTIP 2009 | 7 April 2014 | 17 October 2016 | 6 April 2024 | 262,185 | - | - | 262,185 | ||
LTIP 2014 | 9 December 20151 | 14 October 2019 | 8 December 2025 | 544,976 | - | - | 544,976 | ||
LTIP 2014 | 9 December 2015 | 14 October 2019 | 8 December 2025 | 575,253 | - | - | 575,253 | ||
LTIP 2014 | 17 November 2016 | 14 October 2019 | 16 November 2026 | 605,529 | - | - | 605,529 | ||
LTIP 2014 | 12 December 2017 | 14 October 2019 | 11 December 2027 | 605,530 | - | - | 605,530 | ||
2,593,473 | - | - | 2,593,473 | ||||||
Alex McIntosh | |||||||||
LTIP 2009 | 29 July 2010 | 15 October 2012 | 28 July 2020 | 14,527 | - | 14,527 | - | ||
LTIP 2009 | 21 July 2011 | 14 October 2013 | 20 July 2021 | 17,500 | - | - | 17,500 | ||
LTIP 2009 | 30 July 2012 | 13 October 2014 | 29 July 2022 | 15,326 | - | - | 15,326 | ||
LTIP 2009 | 7 April 2014 | 17 October 2016 | 6 April 2024 | 11,517 | - | - | 11,517 | ||
LTIP 2014 | 9 December 2015 | 14 October 2019 | 8 December 2025 | 86,486 | - | - | 86,486 | ||
LTIP 2014 | 17 November 2016 | 14 October 2019 | 16 November 2026 | 86,486 | - | - | 86,486 | ||
LTIP 2014 | 12 December 2017 | 14 October 2019 | 11 December 2027 | 86,487 | - | - | 86,486 | ||
LTIP 2014 | 3 April 2018 | 14 October 2019 | 11 December 2027 | 191,291 | - | - | 191,291 | ||
509,620 | - | - | 495,093 | ||||||
Sundip Chahal | |||||||||
LTIP 2014 | 9 December 2015 | 14 October 2019 | 8 December 2025 | 120,412 | - | 120,412 | - | ||
LTIP 2014 | 17 November 2016 | 14 October 2019 | 16 November 2026 | 120,412 | - | 120,412 | - | ||
LTIP 2014 | 12 December 2017 | 14 October 2019 | 11 December 2027 | 120,411 | - | 120,412 | - | ||
LTIP 2014 | 3 April 2018 | 14 October 2019 | 11 December 2027 | 204,748 | - | 204,748 | - | ||
565,983 | - | 565,983 | - |
1 LTIP 2014 CEO's enhanced award, as described on page 83.
No share options were awarded in the year.
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Directors' share interests
Share | Share awards | Vested but | ||||||||
options with | without | Scheme interests | Shares beneficially | Total interest in | ||||||
performance | performance | unexercised share | ||||||||
conditions | conditions | in shares | options | owned | shares | |||||
Executive Directors | ||||||||||
Stephan Shakespeare | - | - | - | 2,593,473 | 7,417,556 | 10,011,029 | ||||
Alex McIntosh | - | - | - | 495,093 | 5,353 | 500,446 | ||||
Sundip Chahal | - | - | - | 0 | 877,073 | 877,073 | ||||
Non-Executive Directors | ||||||||||
Roger Parry | - | - | - | - | 109,987 | 109,987 | ||||
Rosemary Leith | - | - | - | - | 13,027 | 13,027 | ||||
Ashley Martin | - | - | - | - | 7,499 | 7,499 | ||||
Andrea Newman | - | - | - | - | 3,156 | 3,156 |
Following the vesting of the LTIP 2014 in November 2019, the Executive Directors do not currently hold any unvested share options. The first tranche of share awards relating to the Company's current long-term share incentive plan, the LTIP 2019, are scheduled to be granted in October 2020 subject to Committee approval and subsequently to be reported in next year's Annual Report & Accounts. For more details about conditions of the LTIP 2019, see pages 80 to 82.
Report signed on behalf of the Board:
Rosemary Leith
Chair Remuneration Committee
On behalf of the Board
15 October 2020
2020 Accounts & Report Annual YouGov
91
Directors' Report
YouGov Annual Report & Accounts 2020
Directors' Report for the year ended 31 July 2020
The Directors present their report for the year ended 31 July 2020, which has been prepared in accordance with the Companies Act 2006.
Other information, which has been included elsewhere within the Annual Report, but which is relevant to this report, is incorporated by reference, per the table below:
Disclosure | Page |
Key performance indicators | 26 |
Future developments and | |
prospects | 25 |
Operating results | 1 |
Financial summary | 54 |
Principal risks and | |
uncertainties | 60 |
Financial risks | 141 |
Section 172 statement | 38 |
Corporate governance | |
arrangements and code | 64 |
Directors' statement of | |
responsibility | 95 |
Interests in subsidiaries | 135 |
Transactions with Directors | |
and other related parties | 146 |
Events after the reporting year | 147 |
Principal activity
YouGov plc and subsidiaries' (the "Group") principal activity is the provision of market research.
Directors
The Directors of YouGov plc who were in office during the year and at any point up to the date of signing this report were:
Name | Title | Role |
Stephan Shakespeare | Chief Executive Officer | Executive |
Alex McIntosh | Chief Financial Officer | Executive |
Sundip Chahal | Chief Operating Officer | Executive |
Roger Parry | Non-Executive Chair | Non-Executive |
Rosemary Leith | Non-Executive Director | Non-Executive |
Ashley Martin | Non-Executive Director | Non-Executive |
Andrea Newman | Non-Executive Director | Non-Executive |
Non-Executive | ||
Ben Elliot | Non-Executive Director | (Retired 13 September 2019) |
Non-Executive | ||
Nick Jones | Non-Executive Director | (Retired 11 December 2019) |
Directors' insurance
During the financial year, the Group has maintained Directors' and Officers' liability insurance. In accordance with section 234 of the Companies Act 2006, qualifying third-party indemnity provisions are in place for the Directors and Company Secretary in respect of liabilities incurred because of their office, to the extent permitted by law. This insurance was in force at the date of signing of the Annual Report & Accounts.
Directors' interests in shares
The interests of the current Directors in the shares of the Company as at 31 July
2020 and 31 July 2019 were as below:
As at 31 July | As at 31 July | |
2020 | 2019 | |
Number of | Number of | |
shares | Shares | |
Stephan Shakespeare 1 | 7,417,556 | 7,417,556 |
Alex McIntosh | 5,353 | 8,978 |
Sundip Chahal | 877,073 | 311,008 |
Roger Parry | 109,987 | 106,956 |
Rosemary Leith | 13,027 | 11,819 |
Ashley Martin | 7,499 | 6,741 |
Andrea Newman | 3,156 | 2,398 |
- Includes 559,404 Ordinary Shares held by Stephan Shakespeare's wife, Rosamund Shakespeare.
There have been no changes to Directors' interests in shares since the financial year-end. The Directors' interests in share options are detailed in the Remuneration Report on pages 89 to 91.
Section 172(1) Companies Act 2006
The statement in accordance with section 172(1) of the Companies Act 2006 can be found on pages 38 to 39.
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Strategic report Governance report Financial statements Additional information
Employment policies and employee involvement
A diverse and inclusive workforce is particularly important to YouGov given our mission to provide insight into "what the world thinks". The Board is committed to pursuing equality and diversity in all its employment activities including recruitment, training, career development and promotion and ensuring there is no bias or discrimination in the treatment of people. Our learning and development and career development resources, opportunities and processes are available for all our employees to access, regardless of their gender, race, age, disability or other protected characteristic. Applications for employment are welcomed from persons with disabilities, and special arrangements and adjustments
as necessary are made to ensure that applicants are treated fairly when attending for interview or for pre-employment aptitude tests. Wherever possible the opportunity is taken to make appropriate adjustments for or retrain people who become disabled during their employment in order to maintain their employment within the Group.
The Board firmly believes in the importance of keeping employees informed and engaged in the financial and economic factors affecting the Group's performance. Information about the Group's performance against our five-year plan is shared with employees through regular Global Town Halls, all-staff emails and our global intranet. Employees are encouraged to own shares in the Company, and many employees are shareholders and/
or hold options under the Group's share option schemes as part of their compensation packages.
Relationships with suppliers, customers and other stakeholders
We have identified our key stakeholders and you can read more about how we engage with them on pages 40 to 43 and how the Directors have had regard to the need to foster the Company's business relationships with stakeholders including on principal decisions taken by the Company during the year on pages 38 and 39.
Modern Slavery Act
We have in place policies and procedures to assess, monitor and reduce the risk of forced labour and human trafficking occurring in our businesses and supply chains. Assessments of all key suppliers are completed as part of ensuring compliance with the Modern Slavery Act across the YouGov Group. Our statement on Modern Slavery in our supply chain is available at: corporate.yougov.com/ modernslavery.
Supplier payment practices
It is the policy and practice of the Group to make payments due to suppliers
in accordance with agreed terms and conditions, generally 30 days. For the period ended 31 July 2020, the average time taken to pay invoices was 19 days.
Dividends
A final dividend of 4.0p per share in respect of the year ended 31 July
2019 was paid on 16 December 2019, amounting to a total payment of £4,298,000. A dividend of 5.0p per share in respect of the year ended 31 July 2020, amounting to a total payment of £5,424,000 will be proposed at the Annual General Meeting on
10 December 2020.
Treasury shares
The total number of shares held in treasury at 31 July 2020 was nil (2019: nil). The YouGov Employee Benefit Trust holds shares to facilitate the settlement of awards under employee share schemes. These are not considered treasury shares under company law. For information on the Employee Benefit Trust, see below.
Authority to purchase the
Company's shares
At the AGM on 11 December 2019, shareholders authorised the Company to make one or more market purchases of up to 10,573,100 of the Company's Ordinary Shares to be held in treasury at a price between 2.0p (exclusive of expenses) and 105% of the average closing middle market price of a share for the five business days immediately preceding the date on which the share is purchased. No purchases were made during the year with the exception of purchases made by the Employee Benefit Trust described below and the Directors propose to renew this authority at the 2020 AGM.
Employee Benefit Trust
Sanne Fiduciary Services Limited ("Sanne") is Trustee of the YouGov Employee Benefit Trust (the "Trust") and tasked with a programme of share purchases. The purpose of these purchases is to facilitate the settlement of awards under the Company's employee share schemes. At 31 July 2020, the YouGov Employee Benefit Trust held 741,152 Ordinary Shares.
Guidance for shareholders for use when calculating their percentage holding in the Company can be found below under "Major shareholders".
2020 Accounts & Report Annual YouGov
Executive Management hosts regular Global Town Hall meetings with
an opportunity for employees to ask questions.
For more information about how we involve, engage and communicate with employees, see pages 40 and 49.
For more information about how the Board of Directors have had regard to employee interests in respect of principal decisions taken during the year, see pages 38 and 39.
Major shareholders
At 31 July 2020, the Company was aware of the following interests in 3% or more of the nominal value of the Company's shares:
Percentage | ||
Shareholder | Shares | issued share |
capital | ||
Liontrust Asset Management | 15,433,087 | 14.23% |
Aberdeen Standard Investments | 9,397,691 | 8.66% |
Octopus Investments | 8,438,391 | 7.78% |
Blackrock | 8,279,437 | 7.63% |
Stephan & Rosamund Shakespeare | 7,417,5561 | 6.84% |
T Rowe Price Global Investments | 7,305,896 | 6.74% |
Investec Wealth & Investment | 5,162,446 | 4.76% |
Charles Stanley | 4,170,708 | 3.84% |
Kabouter Management | 3,748,050 | 3.46% |
Total | 69,353,262 | 63.94% |
1 Includes 559,404 Ordinary Shares held by Stephan Shakespeare's wife, | |
Rosamund Shakespeare. | 93 |
YouGov Annual Report & Accounts 2020
Directors' Report continued
When calculating their percentage holdings in the Company, shareholders should use the issued share capital figure minus any shares held by the YouGov Employee Benefit Trust as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Group under the Financial Conduct Authority's Disclosure and Transparency Rules. Shareholders are advised to refer to the Company's latest "Total Voting Rights" announcement which is available on the Regulatory News Service.
For more information on the YouGov Employee Benefit Trust, see the previous page under "Employee Benefit Trust".
Research and development The Group's research and development activities centre on the development of bespoke software solutions to support and advance our online capabilities. In 2020, £7.9m (2019: £4.8m) was capitalised and included within intangible fixed assets. Capitalised development is amortised to the income statement over a period of three years; the amortisation charge in respect of capitalised development costs was £4.6m (2019: £4.6m).
Charitable and political contributions Donations to charitable organisations amounted to £41,000 (2019: £95,000). This included a portion of an annual subscription of £100,000 (2019: £93,000) in respect of the YouGov-CambridgeProgramme, an academic partnership established with Cambridge University's Department of Politics and International Studies. The Company does not make political donations.
Streamlined Energy and Carbon Reporting Regulations ("SECR") disclosure
For the year ended 31 July 2020, YouGov plc met the criteria for reporting under SECR. You can read our SECR disclosure in full on page 53.
Going concern
The Group meets its day-to-day working capital requirements through its strong cash reserves. At 31 July 2020, the Group had a healthy liquidity position with £35.3m of cash and cash equivalents (see Note 16) and no debt financing commitments. The Group has net current assets of £17.4m and net assets of £109.3 as at 31 July 2020.
In assessing going concern, management has considered the effects of the COVID-19 pandemic including the impact on the Group's operations, budget for the year ended 30 July 2021 and forecast for 2022. The Group has not seen any significant slowdown in sales and has not furloughed any staff or sought extended payment terms
for its obligations during the COVID-19 pandemic. The impact on the business is discussed further in the Strategic Report and as part of the consideration of principal risks and uncertainties
on page 60. However, given the unprecedented nature of the pandemic, severe downside scenarios have been modelled where revenue targets are missed by up to 30% due to reduced revenue from clients' delays and a slowdown in securing new business. Even in these scenarios the Group has strong liquidity, no external debt and many mitigating actions that would allow it to meet its financial liabilities as they fall due. These mitigating actions, should they be required, are all within management's control and could include reducing new recruitment, lowering commission or bonus payments, and reduced capital expenditure.
The Directors therefore have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going concern basis in preparing its consolidated financial statements.
Fair, balanced and understandable statement
The Directors consider that the Annual Report & Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group and Parent Company's position
and performance, business model and strategy.
Independent auditors
In accordance with section 418(2) of the Companies Act 2006, each of the Company's Directors in office as at the date of this report confirms that:
- so far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware; and
- all steps have been taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
The Company's external auditors are PricewaterhouseCoopers LLP. A resolution to reappoint PricewaterhouseCoopers LLP as auditors to the Company will be proposed at the forthcoming Annual General Meeting.
Annual General Meeting
The AGM of the Company will be held on 10 December 2020. The Notice of AGM can be found on page 166.
Tilly Heald Company Secretary By order of the Board 15 October 2020
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Strategic report Governance report Financial statements Additional information
Directors' Responsibilities Statement
Statement of Directors' responsibilities in respect of the financial statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and Parent Company financial statements in accordance with IFRS as adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Parent Company and of the profit or loss of the Group and Parent Company for that period. In preparing the financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- state whether applicable IFRS as adopted by the European Union have been followed for the Group financial statements and IFRS as adopted by the European Union have been followed for the company financial statements, subject to any material departures disclosed and explained in the financial statements;
- make judgements and accounting estimates that are reasonable and prudent; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Parent Company will continue in business.
The Directors are also responsible for safeguarding the assets of the Group and Parent Company and hence
for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Parent Company transactions and disclose with reasonable accuracy at any time the financial position of the Group and Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the Parent Company's website. Legislation in
the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Alex McIntosh
Chief Financial Officer On behalf of the Board 15 October 2020
2020 Accounts & Report Annual YouGov
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Independent Auditors' Report to the Members of YouGov plc
Annual Report & Accounts 2020
Report on the audit of the financial statements
Opinion
In our opinion, YouGov plc's Group financial statements and Parent Company financial statements (the "financial statements"):
- give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 July 2020 and of the Group's profit and the Group's and the Parent Company's cash flows for the year then ended;
-
have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the
European Union and, as regards the Parent Company's financial statements, as applied in accordance with the provisions of the Companies Act 2006; and - have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Accounts 2020 (the "Annual Report"), which comprise: the Consolidated and Parent Company Statements of Financial Position as at 31 July 2020; the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Cash Flows, and the Consolidated and Parent Company Statements of Changes in Equity for the year then ended; the Principal Accounting Policies of the Consolidated Financial Statements; and the notes to the Consolidated and Parent Company financial statements.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, as applicable to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
YouGov
Our audit approach Overview
Materiality
Audit scope
Key audit
matters
- Overall Group materiality: £878,000 (2019: £950,000), based on 5% of profit before tax, adjusted for the non-recurring goodwill impairment charge.
- Overall Parent Company materiality: £631,000 (2019: £422,000), based on 5% of profit before tax, adjusted for the non-recurring investment impairment charge.
- The focus of the Group team's work was on the UK and US operations which were included as full scope components. The Middle East operation was also in full scope and we received reporting on the complete financial information of this unit from our
Middle East team. In addition, audit procedures were performed by the Group team over specific financial statement line items for the German, Nordics, Crunch, Services and
SMG operations. - Our testing accounted for 92% of profit before tax.
- Capitalisation of development costs
- Capitalisation of panel acquisition costs
- Carrying value of goodwill and investments
- Assessment of risks posed by COVID-19
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Strategic report Governance report Financial statements Additional information
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in the auditors' professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit.
Key audit matter | How our audit addressed the key audit matter |
Capitalisation of development costs | In completing our work over the capitalisation of development |
Refer to Principal Accounting Policies of the Consolidated financial | costs, we performed the following procedures: |
statements and Note 11. | ― For a sample of projects, we assessed whether each of the |
The Group incurs costs in developing survey, panel management | capitalisation criteria described in IAS 38 had been met and |
and other platforms which are capitalised as intangible assets in | therefore whether capitalisation was appropriate. In doing |
the statement of financial position. A total of £7.9m (2019: £4.8m) | so, we made inquiries of the Group's development team and |
of internally developed intangible assets have been capitalised in | individual project leads. We obtained corroborating evidence |
the year. In order to capitalise the costs as intangible assets, each | to support the fulfilment of the criteria for each project |
of the criteria under IAS 38 'Intangible Assets' needs to be met. | we tested; |
The reliable measurement of expenditure attributable to such | ― Assessed the future economic benefits of the software, |
development relies on the appropriate recording and accurate | considering its function within the business and link to the |
measurement of, in particular, time incurred by the Group's | generation of revenues; |
development team. We have focussed on this in our audit as the | ― Tested a sample of internal costs to timesheets and |
application of judgement is required in assessing whether the IAS | |
supporting payroll records and verified the allocation of | |
38 criteria have been met and determining the amounts to be | |
employee costs to the correct projects and external costs | |
capitalised requires estimation. This matter relates to the Group | |
to invoices; and | |
financial statements. | |
― Assessed the appropriateness of the useful economic lives | |
determined by management. | |
Based on the audit procedures performed, we are satisfied that | |
the amounts capitalised appropriately reflect the requirements | |
of IAS 38. | |
Capitalisation of panel acquisition costs | In completing our work over the capitalisation of panel acquisition |
Refer to the Accounting Estimates and Judgements disclosure | costs we performed the following procedures: |
within the Principal Accounting Policies of the Consolidated | ― Challenged management to demonstrate the separability |
Financial Statements and Note 11. | of the asset from the wider YouGov business, show that the |
We focussed on this area because of the significant level of | costs are directly related to the acquisition of panellists and |
judgement in determining whether the costs of panel acquisition | demonstrate the enhanced economic benefits that are linked |
meet the criteria to be capitalised as a separately acquired | to the costs incurred; |
intangible asset under IAS 38. £8.9m of panel acquisition costs | ― Tested the costs incurred to supporting invoices and tested |
were capitalised in the Consolidated financial statements in | whether the costs incurred result in the addition of members |
the year (2019: £4.0m) and £1.6m was capitalised in the Parent | to the panel. We have also considered the nature of the costs |
Company financial statements (2019: £1.0m) | subject to audit testing and whether they are permissible to |
It is necessary to demonstrate that the asset is identifiable, | be capitalised under IAS 38; |
under the control of YouGov plc and delivers future economic | ― Reviewed management's plans for the panel and the linkage |
benefits. We have also focussed on whether the ongoing | between the costs incurred and expansion into new sectors |
capitalisation of costs associated with this asset is consistent with | and regions or the development of new products; and |
IAS 38. This matter relates to the Group and Parent Company | ― Assessed the appropriateness of the useful economic life |
financial statements. | |
determined by management. | |
Based on the audit procedures performed, we are satisfied that | |
the amounts capitalised appropriately reflect the requirements | |
of IAS 38. |
2020 Accounts & Report Annual YouGov
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Independent Auditors' Report to the Members of YouGov plc continued
Key audit matter | How our audit addressed the key audit matter |
Annual Report & Accounts 2020
Carrying value of goodwill and investments
As stated in Note 10 to the Consolidated financial statements, management has estimated the recoverable amount for each Cash Generating Unit ("CGU") using a value-in-use model by projecting cash flows for the next three years together with a terminal value using a perpetuity growth rate.
The total amount of goodwill on the Group statement of financial position as at 31 July 2020 is £61.5m (2019: £65.6m). In the Parent Company statement of financial position investments in subsidiaries are held at a value of £55.1m (2019: £61.7m).
The directors performed an impairment assessment of the goodwill at Group level and the investments at a Parent Company level. This assessment was based on a value-in-use model which took into consideration the FY21 budget, which had been updated for COVID-19 considerations, and applied localised growth assumptions to determine FY22 and FY23 forecasts.
An impairment charge of £2.1m was recorded in respect of the Nordics CGU goodwill in the Consolidated financial statements.
As detailed in Note 36, there is a corresponding impairment in the carrying value of the investment in the Nordics business in the Parent Company financial statements of £4.0m.
The key assumptions in this assessment included forecast future revenue growth, discount rate and perpetuity growth rate.
This matter relates to the Group financial statements for impairment of goodwill and Parent Company financial statements for impairment of investments.
In our work over the impairment of goodwill and investments, we have performed the following procedures:
- Tested the mathematical accuracy of the forecasts used for assessing the value of both goodwill and investments;
- Agreed the forecasts used for impairment reviews to the management approved FY21 budget, FY22 and FY23 forecasts as adjusted for COVID-19 impacts;
- Utilised valuation specialists to assess the discount rates and long term growth rates applied to management's forecasts;
- Tested the allocation of assets and liabilities to cash- generating units ("CGUs");
- Performed lookback testing by CGU to test historic forecasting accuracy and to verify historic achieved growth rates;
- Used two external references to assess the reasonableness of management's growth forecast assumptions;
- Reviewed management's sales pipeline and sales strategy and considered the feasibility of the resulting growth forecast; and
- Reviewed management's sensitivity analysis to assess whether it was appropriate and performed our own sensitivity test to establish whether there were any further impairment risks.
Based on the audit procedures described above we agree with the value of goodwill and investment impairment charges taken for the Nordics CGU by management in the Group and Parent Company financial statements respectively. We did not identify any further impairment charges as a result of the procedures performed.
YouGov
Assessment of risks posed by COVID-19
Refer to the principal risks and uncertainties section of the Strategic Report, and the going concern disclosures in the Principal Accounting Policies of the Consolidated Financial Statements.
Management has considered the potential impact of the events that have been caused by the COVID-19 pandemic, on the current and future operations of the Group and Parent Company. The Group and Parent Company have an infrastructure that allows remote working without interruption to operations and the customer base continues to utilise the Group and Parent Company's services.
As at the statement of financial position date the Group has £35.3m of cash reserves (2019: £37.9m) and no debt finance. The Parent Company shows £9.2m of cash and cash equivalents. There has also been growth in revenues between the year ended 31 July 2019 and the year ended 31 July 2020 despite the COVID-19 pandemic. Given the trading performance to date, the operational capability to work remotely and the level of liquidity shown in cash flow forecasts management are confident that the Group and Parent Company will continue in business for the foreseeable future and has adopted the going concern basis in the financial statements. This matter relates to the Group and Parent Company financial statements.
In assessing the directors' consideration of the potential impact of COVID-19, we performed the following procedures:
- We obtained from management its latest assessments that support the Board's assessment and conclusions with respect to the going concern statement;
- Performed audit procedures over management's going concern assessment, including considering the consistency of the forecast and growth rates with impairment models, comparing the forecast to historic performance, validating the underlying cash flow projections for the Group to supporting documents where appropriate and performing sensitivity analysis to assess the impact of a shortfall against revenue forecasts;
- Evaluated the completeness and appropriateness of management's disclosures in the financial statements related to the impact of the COVID-19 pandemic; and
- Assessed management's inclusion of the pandemic's impact in valuation assessments including impairment reviews and provisions against trade receivables.
Based on the results of the procedures performed and the information available at the date of the directors' approval of the financial statements we concur with the directors' assessment of the Group and Parent Company's ability to continue as a going concern and that management's disclosures are adequate.
We found that management had considered the impact of COVID-19 in performing impairment reviews and considered the valuation of receivables and had made appropriate disclosures in the financial statements.
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YouGov plc published this content on 10 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 November 2020 18:12:09 UTC