Trinity Mirror

Trinity Mirror

Dividend Policy

The Board is proposing a final dividend for 2014 of 3 pence per ordinary share which, subject to shareholder approval, will be paid on 4 June 2015 to shareholders on the register on 8 May 2015. 

The Board expects to adopt a progressive dividend policy aligned to the free cash generation of the Group and the investment required to deliver sustainable growth in revenues and profits. At this stage the Board expects to pay dividends of some 5 pence per ordinary share in 2015. The final dividend for 2014 will be the first dividend since the suspension of dividends in 2008.

Dividend History

YearRecord DateEx-dividend datePayment dateDividend p/share
2008 03-Oct-08 01-Oct-08 31-Oct-08 3.2
2007 09-May-08 07-May-08 06-June-08 15.5
05-Oct-07 03-Oct-07 30-Oct-07 7.1
2006 05-May-07 02-May-07 08-June-07 17.2
06-Oct-06 04-Oct-06 31-Oct-06 7.1
2005 05-May-06 03-May-06 9-June-06 15.5
07-Oct-05 05-Oct-05 01-Nov-05 6.4
2004 06-May-05 04-May-05 10-June-05 14.30
08-Oct-04 06-Oct-04 01-Nov-04 5.90
2003 07-May-04 05-May-04 07-June-04 12.80
03-Oct-03 01-Oct-03 31-Oct-03 5.30
2002 09-May-03 07-May-03 04-June-03 12.30
04-Oct-02 02-Oct-02 31-Oct-02 5.30
2001 03-May-02 01-May-02 05-June-02 12.30
05-Oct-01 03-Oct-01 31-Oct-01 5.30
2000 04-May-01 02-May-01 31-May-01 12.30
29-Sep-00 25-Sep-00 27-Oct-00 5.30
1999 02-May-00 25-April-00 31-May-00 11.20
20-Aug-99 16-Aug-99 29-Oct-99 4.80
1998 12-Mar-99 8-Mar-99 7-May-99 10.10
02-Oct-98 28-Sep-98 30-Oct-98 4.40
1997 03-Apr-98 30-Mar-98 01-May-98 9.2
03-Oct-97 29-Sep-97 31-Oct-97 4.0

Warning to Shareholders 

In recent years, many companies have become aware that their shareholders have received unsolicited phone calls or correspondence concerning investment matters. These are typically from overseas based 'brokers' who target UK shareholders, offering to sell them what often turn out to be worthless or high risk shares in US or UK investments. These operations are commonly known as 'boiler rooms'. These 'brokers' can be very persistent and extremely persuasive. A 2006 survey by the Financial Services Authority reported that the average amount lost by investors is around £20,000.

It is not just the novice investor that has been duped in this way; many of the victims had been successfully investing for several years. Shareholders are advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers of free company reports.

How to avoid share fraud

1.      Keep in mind that firms authorised by the FCA are unlikely to contact you out of the blue with an offer to buy or sell shares.

2.      Do not get into a conversation, note the name of the person and firm contacting you and then end the call.

3.      Check the Financial Services Register from http://www.fca.org.uk/_1";return this.s_oc?this.s_oc(e):true" target="_blank" title="www.fca.org.uk">www.fca.org.uk to see if the person and firm contacting you is authorised by the FCA.

4.      Beware of fraudsters claiming to be from an authorised firm, copying its website or giving you false contact details.

5.      Use the firm’s contact details listed on the Register if you want to call it back.

6.      Call the FCA on 0800 111 6768 if the firm does not have contact details on the Register or you are told they are out of date.

7.      Search the list of unauthorised firms to avoid at http://www.fca.org.uk/scams_1";return this.s_oc?this.s_oc(e):true" target="_blank" title="www.fca.org.uk/scams">www.fca.org.uk/scams.

8.      Consider that if you buy or sell shares from an unauthorised firm you will not have access to the Financial Ombudsman Service or Financial Services Compensation Scheme.

9.      Think about getting independent financial and professional advice before you hand over any money.

10.  Remember: if it sounds too good to be true, it probably is!

Report a scam

If you are approached about an investment scam you should tell the FCA using the share fraud reporting form at http://www.fca.org.uk/scams_1";return this.s_oc?this.s_oc(e):true" target="_blank" title="www.fca.org/scams">www.fca.org.uk/scams, where you can find out more about investment scams. You can also call the FCA Consumer Helpline on 0800 111 6768.

If you have already paid money to share fraudsters you should contact Action Fraud on 0300 123 2040.

Details of any share dealing facilities that the company endorses will be included in company mailings.

FAQs

General

Q - What is the Company's registered address?

A. 

One Canada Square
Canary Wharf
London
E14 5AP

Q - What is the registered number of the company?
A. 82548 England & Wales.

Q - When does Trinity Mirror report its financial results?
A. Trinity Mirror announces its interim results in July/August and its full year results in February/March (for December year end). Click for the http://www.trinitymirror.com/investors/events-calendar_1";return this.s_oc?this.s_oc(e):true">financial calendar.

Q - What do I need to do if I wish to transfer my Trinity Mirror shares to someone else?
A. You should complete a Gift Transfer Form and send it with your share certificate to the Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA

Q - Who is the Company's Registrar?
A. Equiniti Limited

Q - Who do I notify if I have changed my name or address?

A. You should write to the Registrar. If you move house, then you should give details of both your old and new address. If your name has changed, then you should enclose a copy of your marriage certificate in the case of marriage or a copy of the legal document confirming your name change in other cases together with your share certificate(s) for amendment. If you are a sponsored member and hold your shares within a CREST account then you should notify your sponsor of any amendments.

Q - How do I confirm the number of shares that I hold?
A. You can determine the number of shares you hold by adding up all your share certificates, or by contacting the Registrar.

Q - What should I do if I lose my share certificate?
A. You should contact the Registrar and ask for a replacement. You will be sent a form of indemnity to sign and return. A new certificate will then be sent to you. The indemnity will need to be backed by a bank, building society or insurance company who will charge a fee. The Registrars can arrange this for you. There is an administrative charge for the replacement certificate in addition to any indemnity fee. If you hold your shares through a CREST account, you will not have any share certificate(s). Instead, you should receive a statement indicating the number of shares you hold from the broker or financial institution you bought the shares through. If you lose this, replacement statements can be issued as required.

Q - What happens if a shareholder dies?
A. Inform the Registrar by sending a certified copy of the death certificate together with the original Grant of Probate (or a sealed office copy) or the Letters of Administration. The name of the deceased's personal representative(s) will be substituted on the share register while the estate is finalised. There are options for the person entitled to the shares to be registered as the holder of them or for the shares to be transferred or sold. Please contact the Registrar who will provide further details.

Q - What do I need to do if I wish to transfer my Trinity Mirror shares to someone else?
A. For certificated shares you will need to download and complete a Stock Transfer form available at: https://help.shareview.co.uk/4/Help/default/en/Shareholder/Documents/STF_Combined.pdf
If you wish to give your shares to charity, please complete the Sharegift Transfer form. This form and the associated guidance notes can be downloaded https://help.shareview.co.uk/4/Help/default/en/Shareholder/Documents/SharegiftTransfer.pdf_1";return this.s_oc?this.s_oc(e):true" target="_blank">here:

For further information, please go to http://www.sharegift.org/_1";return this.s_oc?this.s_oc(e):true" target="_blank">www.sharegift.org.

Q - On what exchange are Trinity Mirror shares traded?
A. Trinity Mirror shares are listed on the London Stock Exchange.

Q - What is the stock/ticker symbol for Trinity Mirror?
A. TNI

Q - How can I contact the Registrar?
A. You may contact the Registrar in writing, by telephone or by visiting the 'Shareholder Services' within the Equiniti website at http://www.shareview.co.uk/_1";return this.s_oc?this.s_oc(e):true" target="_blank">www.shareview.co.uk

Shares

Q - What do I need to do if I wish to transfer my Trinity Mirror shares to someone else?
A - You should complete a Gift Transfer Form and send it with your share certificate to the Registrar at Equiniti Registrars, The Causeway, Worthing, West Sussex BN99 6DA.

Q - Who do I notify if I have changed my name or address?
A - You should write to the Registrar. If you move house, then you should give details of both your old and new address. If your name has changed, then you should enclose a copy of your marriage certificate in the case of marriage or a copy of the legal document confirming your name change in other cases together with your share certificate(s) for amendment. If you are a sponsored member and hold your shares within a CREST account then you should notify your sponsor of any amendments.

Q - How do I confirm the number of shares that I hold?
A - You can determine the number of shares you hold by adding up all your share certificates, referring to a recent dividend tax voucher or accounting statement, or by contacting the Registrar.

Q - What should I do if I lose my share certificate?
A - You should contact the Registrar and ask for a replacement. You will be sent a form of indemnity to sign and return. A new certificate will then be sent to you. Please note that there is a small charge for this service. If you hold your shares through a CREST account, you will not have any share certificate(s). Instead, you should receive a statement indicating the number of shares you hold from the broker or financial institution you bought the shares through. If you lose this, replacement statements can be issued as required.

Q - What happens if a shareholder dies?
A - Inform the Registrar by sending a certified copy of the death certificate together with the original Grant of Probate (or a sealed office copy) or the Letters of Administration. The name of the deceased's personal representative(s) will be substituted on the share register while the estate is finalised. There are options for the person entitled to the shares to be registered as the holder of them or for the shares to be transferred or sold. Please contact the Registrar who will provide further details.

Q - On what exchange are Trinity Mirror shares traded?
A - Trinity Mirror shares are listed on the London Stock Exchange.

Q - What is the stock/ticker symbol for Trinity Mirror?
A - TNI

Glossary

Annual General Meeting
The annual meeting where shareholders formally approve the directors' actions on their behalf during the past financial year and adopt the Annual Report and Accounts. It is also the meeting at which Directors generally retire and are formally appointed.

Bid Price
The price in the market which a prospective buyer is prepared to pay (BID) to acquire the share. The lower value of the prices in the Bid to Offer spread. The price received when the shares are sold.

Brokers Forecast
Brokers estimate the future performance of a company usually based on key indicators: Pre-tax profit, EPS and DPS. Two future year estimates are shown for each company (the current and next financial period). These figures are used to calculate the forecast consensus of all brokers for an individual company.

Close period
The period, generally of two months, prior to the company's release of its Interim or Preliminary results, when the directors are not permitted to trade in the shares of the company.

Company
The separate legal entity in which an investor is able to acquire a share stake, representing his part ownership of a business.

Corporate Governance
A generic term which describes the ways in which rights and responsibilities are shared between the various corporate participants, especially the management and the shareholders.

Dividend
The payment by the company to its shareholders during the financial period. Usually paid as an Interim Dividend at mid year and a Final Dividend once the final business accounts are prepared and the results known.

Earnings
The profit earned by the company during the financial period. Usually expressed on a per share basis as Earnings per Share (or EPS) and used as the key element of the Price Earnings Ratio (or PER or P/E Ratio) in judging comparative values.

EGM
Extraordinary General Meeting. A meeting of shareholders to discuss and approve special matters proposed by the directors, such as approval of a take-over, or major acquisition.

Equity
The voting capital in the company, represented by the ordinary shares.

EX
Used to indicate that the share is currently available in the market with a lack of certain specific rights and conditions. This might be ex dividend (or XD) where a purchaser is not entitled to the next declared dividend, or ex rights (or XR) where the holder is not able to participate in a proposed new share issue by the company to existing holders on preferential terms. Also see CUM.

Final Results
The announcement and publication of the company's financial results for its latest business period, or financial year, in the form of the Annual Report and Accounts.

Fund Manager
A professional investor, typically in an insurance company, pension fund, investment and unit trust.

Institutional Investor
Entity with large amounts to invest, such as Investment and Unit Trusts, Insurance companies, Pension Funds, Investment Banks and Endowment Funds. Institutional investors are covered by fewer protective regulations because it is assumed that they are more knowledgeable and better able to protect themselves. They account for a majority of overall volume traded and the value of shares held.

Interim
The results covering part of the company's financial year, usually the first six months, and the dividend paid to shareholders out of the profits, or earnings, of that period.

Investor Relations
A department within a public company that distributes information about the company and its financial performance to existing and potential shareholders.

Market Capital
The total Stock Market value of the company's shares, being the total number of shares issued to shareholders multiplied by the current share price.

Market Price
The price at which the share can currently be traded in the market.

Merger
The arrangement by which two companies unite without one attaining direct control over the other.

Mid Price
The normal price quoted in the press for the company's shares, being the mid point in the Bid and Offer spread.

Ordinary Share
The main class of share capital representing the owners interest in the company.

Price Earnings Ratio
This expresses the current share price (P) as a multiple of the earnings per share (E). The P/E ratio is used as a measure of how much the investor is being asked to pay for the investment. It is a means of assessing both the value of the company and also its comparative value and attraction compared to other companies.

Private Investor
An individual who purchases securities for him/herself, as opposed to an institutional investor. Also called individual, small investor or retail investor.

Share
Representing one unit of ownership in a company.

Share Certificate
The document that records the shareholder's stake in the company. An indication of ownership to be returned on the sale of the holding.

Shareholder
A person, institution or company who owns shares in a company or mutual fund. For company shareholders along with the ownership come a right to dividends and the right to vote on certain company matters, including the board of directors. Also called stockholder.

Spread
The difference between the Bid and Offer prices.

Stock
An instrument that signifies an ownership position, or equity, in a corporation, and represents a claim on its proportionate share in the corporation's assets and profits. Also called equities or equity securities or corporate stock. See also share.

Stock Exchange
A Market on which shares or other securities are bought and sold. Examples include the London Stock Exchange (or LSE) and AIM.

Stockholder
Taking the traditional definition, stockholders are lenders and are accounted among the company's creditors. Interest on stocks must be paid ahead of any dividend to shareholders. Share or equity capital is money permanently supplied in exchange for a stake in the ownership of the business. See also shareholder.

Take-over
When one company approaches another company, making an offer to the latter's shareholders, seeking to acquire their shares in sufficient quantities to take control. If the company that is being taken over is listed on the Stock Exchange, a strict protocol of rules and regulations exist to protect the interests of shareholders. A time limit is set for acceptance of the offer. If the company making the offer gets control of 90% or more of the shares, it has a legal right to acquire the remaining 10% of the shares at the offer price. A take-over bid may be friendly, recommended by the board of the company being taken over, or it may be hostile, rejected by the board with the company making the offer going direct to shareholders.

Trinity Mirror has a sponsored Level 1 ADR programme for which BNY Mellon acts as Depositary. Each ADR is equivalent to two Trinity Mirror Group ordinary shares. Dividends are paid in US Dollars via the Depositary. Details of the ADR programme are as follows:

Exchange: OTC (Over-The-Counter)
Symbol: TNMRY
CUSIP: 89653Q105
Ratio (ADR: Ord) 1:2

For more information, contact:
BNY Mellon, Shareholder Services
P.O. Box 358516
Pittsburgh PA 15252-8516 USA.
Web: www.adrbny.com
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Toll Free Tel # for domestic callers: 1-888-BNY-ADRs
International Callers can call: 1-201-680-6825

Brokers

Barclays
5 North Colonnade
London
E14 4BB

T: +44 (0)20 7623 2323
W: www.barclays.com

Numis Securities Ltd
The London Stock Exchange Building
10 Paternoster Square
London
EC4M 7LT

T: +44 (0)20 7260 1000
W: www.numiscorp.com

Audit & Risk

The Audit Committee is chaired by Lee Ginsberg. Other members of the Committee are: Helen Stevenson, David Kelly, Olivia Streatfeild and Steve Hatch. David Grigson attends meetings at the invitation of the Chairman.

All members of the Committee are non-executive directors and their biographical details are set out on pages 33 and 34 of the 2016 Annual Report. The Board is satisfied that the members of the Committee have a wide range of commercial and financial experience which allows the Committee to fulfil the Terms of Reference.

The Committee has identified Lee Ginsberg as the member having recent and relevant financial experience in accounting for the purposes of the UK Corporate Governance Code, and the members as a whole have experience relevant to the industry as a result of their combined biographies.

Meetings of the Audit & Risk Committee are also attended by the executive directors, the Head of Risk & Audit, and representatives from the Company's auditors, Deloitte LLP.

Role and activity of the Committee:

  • Monitor the integrity of the financial statements of the Company including its annual and half year financial results, interim management statements and any other formal announcement relating to its financial performance, reviewing significant financial returns to regulators and any financial information contained in certain other documents, such as announcements of a price sensitive nature;
  • Review and assess the Annual Report in order to determine whether it can advise the Board that, taken as a whole, the Annual Report is fair, balanced, and understandable and provides shareholders the information they need to assess the Company's performance, business model and strategy as required by C.1.1. of the UK Corporate Governance Code;
  • Review significant financial reporting issues and judgements;
  • Recommend to the Board the appointment of the external auditor and approve their remuneration and terms of engagement;
  • Monitor and review the external auditor's independence, objectivity and effectiveness including considering relevant UK professional and regulatory requirements;
  • Review and approve the external audit plan;
  • Develop and implement policy on non-audit services from the external auditors, taking into account relevant ethical guidance;
  • Review the Company's procedures for handling allegations from whistleblowers;
  • Review the Company's internal financial control system and risk management system;
  • Monitor and review the effectiveness of the internal audit function;
  • Review and approve the remit of the internal audit function and ensure the function has the necessary resources and is able to meet appropriate professional standards for internal auditors;
  • Review and approve the internal audit plan; and
  • Approve the appointment and termination of the Director of Risk and Audit who is responsible for internal audit (with the agreement of the Committee this approval may be delegated to the Committee Chairman).


More information about the Audit & Risk Committee can be found on pages 40 to 44 of the 2016 Annual Report.

The Committee has formal written terms of reference which provide authorisation for obtaining independent external advice at the Company's expense.

Download Audit & Risk Committee Terms of Reference

You can also read details of the Company's Disclosure Policy, which has been approved and implemented by the Audit & Risk Committee.

Remuneration
The Remuneration Committee is chaired by David Kelly. Other members of the Committee are: David Grigson, Lee Ginsberg, Steve Hatch, Olivia Streatfeild and Helen Stevenson.

The Committee is a committee of the Board of Directors and has been established with formal terms of reference approved by the Board. The Committee’s purpose is to assist the Board in fulfilling its oversight responsibility by ensuring that remuneration policy and practices reward fairly and responsibly; are linked to corporate and individual performance; and take account of the generally accepted principles of good governance.

The Committee has authority to determine the appropriate remuneration, benefits and employment conditions for the executive directors. The Committee also recommends and monitors the level and structure of remuneration for senior management. The Committee sets the remuneration of the Chairman (the Chairman does not participate in any discussion of his remuneration), and leads the Board’s discussion of remuneration issues for all staff more generally.

The Committee fulfils its duties with a combination of both formal meetings and informal consultation with relevant parties internally, including the Chief Executive and the Group Company Secretary. The Chairman of the Board, together with the Chief Executive, is responsible for evaluating and making recommendations to the Board on the remuneration of the non-executive directors. Members of the Committee and any person attending its meetings do not participate in any discussion or decision on their own remuneration.

The Remuneration Report set out on pages 45 to 61 of the 2016 Annual Report contains a more detailed description of the Company's policies and procedures for executive remuneration.

Download Remuneration Committee Terms of Reference

Nomination
The Nomination Committee is chaired by the Chairman. All the non-executive directors and the Chief Executive are members.

The Committee meets as required to select and propose to the Board suitable candidates of appropriate calibre for appointment as directors. The Nomination Committee would normally expect to use the services of independent search consultants to help in the search for and selection of candidates.

The Committee has formal written terms of reference.

Download Nomination Committee Terms of Reference

Administration
The Administration Committee consists of the Chief Executive and Group Finance Director, who meet as necessary to deal with administrative matters of a day to day nature.

Matters reserved for the Board

Internal Control

The directors are responsible for the Group’s established system of internal control and for reviewing its effectiveness. The Directors confirm that the actions it consider necessary have been or are being taken to remedy any significant failings or weaknesses identified from its review of the system of internal control. This has involved matters reported to it and developing plans and programmes that it considers are reasonable in the circumstances. The Board also confirms that it has not been advised of material weaknesses in the part of the internal control system that relates to financial reporting.  No system of internal control can provide absolute assurance against material misstatement or loss. Such a system is designed to provide the directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately. The key procedures that have been established and designed to provide effective internal financial control are:

Financial reporting

Part of the comprehensive management reporting discipline involves the preparation of detailed annual budgets by all operating units. These budgets are reviewed by the executive directors and are then summarised and submitted to the Board for approval. Weekly revenue and profit forecasts are received from all operating units followed by monthly management accounts, which are prepared promptly and reported against the approved budget. Consolidated monthly management accounts, including detailed profit analysis (with comparisons to budget, latest forecasts and prior year together with a treasury report (including comparison to our financial covenants)) are prepared providing relevant, reliable and up to date financial and other information to the Board. Profit and cash flow forecasts for the current year are prepared and submitted to the Board four times during the year. 

Investment appraisal

We have a clearly defined framework for capital expenditure which is controlled centrally. Appropriate authorisation levels and limits beyond which such expenditure requires the prior approval of the executive directors, or in certain circumstances, the Board, are clearly established. There is a prescribed format for capital expenditure applications which places a high emphasis on the overall Group strategy or support for the expenditure and requires a comprehensive and justified financial appraisal of the business case being put forward. All significant corporate acquisitions or investments are controlled by the Board or a Board sub-committee, and are subject to detailed investment appraisal and performance of due diligence procedures prior to approval by the Board.

Functional reporting

A number of our key functions, including treasury, taxation, internal audit, risk management, litigation, IT strategy and development, environmental issues and insurance are dealt with centrally. Each of these functions reports to the Board on a regular basis, through the Chief Executive or the Group Finance Director. The treasury function operates within the terms of clearly defined policy statements. The policy statements exist to ensure that we are not exposed to any unnecessary risk and that where appropriate there is hedging against foreign currency and interest rate risks. The Audit & Risk Committee reviews reports from management, the internal audit department and the external auditors to provide reasonable assurance that internal control procedures are in place and are being followed. Formal procedures have been established for instituting appropriate action to correct weaknesses identified from the above reports.

Risk Management

An ongoing process is in place for identifying, evaluating and managing the significant risks we face. The process is subject to regular review by the Board directly and by the Audit & Risk Committee. The process accords with the FRC Internal Control: Guidance to Directors (formerly known as the Turnbull Guidance. Although the Board’s overall responsibility for internal control is recognised, the positive contribution made by senior management to the establishment and ongoing development of risk management within the Group is acknowledged. In reviewing the effectiveness of our system of internal control, the Board takes into consideration a number of key elements, which include financial controls, investment controls, management reporting and the various review, steering, policy and Board committees. 

Group Internal Audit

Following a review, the shape and structure of the internal audit team changed at the end of the financial year. The Head of Risk and Audit is a chartered accountant with six years of internal audit experience at the Company and six years with the National Audit Office. He will oversee a risk based internal audit programme using the services of outsourced contract providers.

The internal audit plan is risk based and has a focus on those areas which are critical to the business objectives. 

Audit & Risk Committee

The role of the Committee includes the review, update and approval of the annual internal audit plan, direction to the internal audit function, to external auditors and to management in the review of internal financial controls. 

Risk Management Group

The Risk Management Group is formed of the executive directors together with invited senior executives. The Head of Risk & Internal Audit co-ordinates the risk management activities of the Risk Management Group working closely with members of the internal audit department. The agreed objectives for the risk management framework have been achieved during the year and all significant risks have been reviewed. A Risk Map has been developed and regularly updated to show the actions taken to minimise risks throughout the Group, the policies in force and the other sources of assurance upon which reliance is placed to mitigate risk.

Divisional and Group functional key risks

To enable consistent and focused monitoring, reporting, evaluation and management of significant Group risks, the executive committee owner of each key risk and the relevant senior managers have reviewed the plans, actions and initiatives which have taken place or are underway and documented them in the risk map.

Year end compliance reporting

A formal process exists for year end risk management compliance reporting, requiring senior operating company, divisional and Group executive management to confirm their responsibilities for risk management and internal control. Ultimate compliance reporting is required of each and every Board member.

Steps have been taken to embed internal control and risk management further into the operations of the business and to deal with areas of improvement which come to the attention management and the Board. The Group’s systems of internal are designed to manage rather than eliminate the risk of failure achieve business objectives and can only provide reasonable absolute assurance against material misstatement or loss.

Auditors

External auditors' independence

The Audit & Risk Committee, with the assistance of the Head of Risk and Internal Audit, followed a process to review and monitor the external auditors' independence and objectivity and the effectiveness of the audit process. Further information can be found on pages 42 and 43 of the Annual Report.

Engagement of non-audit services

The Board has adopted a formal policy on the engagement of the external auditors to supply non-audit services. Generally, the auditor will not be engaged to provide any additional services other than tax or accountancy advice and circulation audits. There may however, be circumstances where it would be in the Company’s and shareholders' interests if the auditor was engaged. Such circumstances are likely to be relating to either exceptional transactions or deemed not to be of a material nature. In all circumstances, the engagement of the auditor for non-audit work must be approved in advance by the Chairman of the Audit & Risk Committee.

In respect of Directors and Persons Closely Associated (PCA), the Company has adopted a Share Dealing Code in accordance with the provisions of the Market Abuse Regulations (MAR). 

The Company also maintains applicable Inside Information and Dealing and Disclosure policies, which are updated as and when required. 

The purpose of our Code of Conduct is to provide clear rules and guidelines on essential standards of conduct by all established and temporary employees, agency staff, contractors and consultants.

The continuing development and well-being of our business depends on all of us maintaining the highest standards of integrity and personal conduct in all matters which involve the company.

The company recognises its obligations to those with whom it has dealings, namely its employees, shareholders, readers and advertisers, suppliers and the communities in which its businesses operate.

The reputation of the company is one of the most vital of resources and depends for its protection upon the honesty and integrity of each and every one of its staff.

The Code of Conduct gives guidance on how the essential standards of integrity and conduct are to be maintained. It is not intended as a statement of new beliefs or the creation of new rules of conduct. Rather, it is a reaffirmation of our continuing values and practices.

Finally, this document should be read in conjunction with any specific code issued to individual groups of employees (e.g. Financial Dealings for Journalists) or any provisions of individual contracts of employment.

Essential points:

  • Anyone with personal interest in an organisation with which Trinity Mirror may have a business relationship is vulnerable to allegations of impropriety.
  • Managers should be informed of any personal relationship between two employees in the same working environment and be assured that this does not cause a conflict of interest.
  • Cash or equivalents cannot be accepted
  • If any action is likely to cause embarrassment to either the recipient or the company it should not be accepted.
  • All employees have an obligation to safeguard confidentiality of any information both during employment and thereafter.
  • Misuse of 'inside' information is prohibited and carries both civil and criminal penalties.
  • Affiliation to our company cannot be declared to any other organisation without the express written approval of a senior manager.
  • If in doubt staff should consult his or her manager and/or the Company Secretary's department.

Download full Code of Conduct

Trinity Mirror aims to conduct its business activities not only within the law, but also with fairness and integrity. We wish to create a working environment within which individual employees feel able to bring to the attention of the Company, concerns about particular incidents of wrongdoing, or other suspected malpractice, without fear of criticism or future discrimination. Staff are encouraged to speak out and report any such wrongdoing or malpractice, as outlined in the following policy for staff.

Who does the Policy apply to?

The Policy applies to any permanent employee, temporary employee or contractor, who reports, in good faith, a concern that:

  • A criminal offence has been, is being, or is likely to be committed;
  • There has, is or likely to be a failure to comply with legal obligations;
  • A miscarriage of justice has, is or is likely to take place;
  • The health or safety of an individual has been, is being, or is likely to be endangered;
  • The environment has been, is being or is likely to be damaged;
  • Unethical behaviour, malpractice or wrong doing of any description, including bribery, has been, is being or is likely to take place;
  • Information that proves that any matter falling within the above has been, is being or is likely to be deliberately concealed.

The Policy will also apply to the reporting of any breaches of the Company's policies on discrimination, harassment and or of the persistent and deliberate avoidance of agreed processes or systems.

How can staff make a disclosure of suspected wrongdoing?

If staff wish to raise a concern, the earlier it is done the better. Every incident will be treated seriously and sensitively and will be fully investigated. In the first instance, staff should speak to their line manager. If, for whatever reasons, the individual does not feel comfortable with this, he or she should speak to the manager's manager. Again, if that is not appropriate, he or she should contact one of the following people:

  • Group HR Director
  • Group Security Manager
  • Group Health and Safety Manager
  • Secretary and Group Legal Director

Whoever is approached will take suitable action and give appropriate feedback.

Will employees be protected from reprisals because of making a disclosure?

We recognise the sensitivity of raising such issues and we undertake to treat details of individuals who report matters with the utmost confidence. This means that the individuals identity will not be disclosed unless it is absolutely necessary to do so in connection with the investigation of the disclosure.

Provided that the disclosure is made in good faith, and the employee has genuine cause for concern, no action will be taken against him or her, nor will there be any threat to his or her career prospects. Retaliation or victimisation from any member of the Company because of the disclosure will not be tolerated.

However, making a disclosure will not affect the outcome of any disciplinary proceedings that the individual may already be undergoing for whatever reason.

Who may not be protected?

Any individual who:

  • Does not make a disclosure in good faith;
  • Has made the disclosure principally for the purpose of obtaining payment or personal gain;
  • Does not have reasonable grounds for suspicion and does not take reasonable steps to raise the matter through the designated internal channels before making the disclosure to external parties.

Any attempt by any member of the organisation to deter an individual from making a disclosure, victimising them or making life difficult for them because of a disclosure, perceived or actual, will be a serious disciplinary offence and may lead to dismissal.

SUMMARY OF GROUP PROCUREMENT POLICY

Aim of policy

All our purchasing activities aim to achieve the best possible value at the lowest possible cost, whilst adhering to the Group’s Policy on Standards of Business Conduct and in accordance with the Trinity Mirror standard terms and conditions. We aim work with our suppliers to make it easier for them to meet our requirements, and to encourage them to invest in improving their product, prices, quality and service.

Key policy statements

Value: Value includes not only the initial purchase price, but also recurring costs over the lifetime of the goods or services, such as financing, maintenance, energy and so on. Value also includes the quality and reliability of the goods or services and the timeliness and reliability of their delivery.

E-procurement: The Group should use e-procurement where possible.

Legality: Our activities must fully respect all applicable UK and European laws and regulations, including taxation law.

Corporate Responsibility: Whilst any supplier that can be of service to us should have a fair opportunity to secure our business, we will avoid using companies that exploit child or sweated labour, that disregard basic health and safety provision, that `pirate` the intellectual property of others, or that wilfully and avoidably damage the environment. Wherever possible, we should use our purchasing power to promote environmental sustainability in the supply chain. We are committed to ensuring that there is no slavery or human trafficking within our supply chains or in any part of our business. We expect our suppliers to adhere to the requirements of the Modern Slavery Act 2015, and we will undertake all reasonable and practical steps to ensure that these standards are implemented within our supply chain.

Code of Conduct for Purchasing: We insist on ethical standards from our suppliers, and in turn we must exhibit the highest ethical standards ourselves. Trinity Mirror prohibits the offering, giving, solicitation or acceptance of any bribe, whether cash or another form of inducement. Trinity Mirror prohibits the making of any payments for securing or accelerating routine processes and procedures (“Facilitation Payments”). The prevention, detection and reporting of bribery is the responsibility of all employees throughout Trinity Mirror plc and any instance of bribery or suspected bribery should be reported in accordance with the Group’s Whistle Blowing policy.

Contras and Bartering: This can be a complex area so please refer to the Policy before entering into such arrangements.

Anti-Competitive Behaviour: This is likely to be in breach of the Competition Act and could well be a criminal offence. Any suspicions should be reported (with any supporting evidence) to the Group Services Director, who sits within Central Services.

Conflicts of Interest: These can sometimes arise e.g. spouses or other relatives may be employed by the supplier company; personal friendships may grow up over time. Such potential conflicts should be reported to your line manager as soon as they are identified.

Whistleblowers: It is our policy to support, protect and, where possible, preserve the anonymity of any employees who report apparently questionable activity, even if their fears subsequently prove unfounded. See the Group’s Whistle Blowing policy.

Key procedures

Structure and Authority: This is clearly defined. Refer to the Policy for details and refer to the Group Services Director for general guidance, review and comment in all areas of procurement.

Authority Levels: These are clearly defined in the table of authorities and each individual has been notified in writing of their authority level. It is never permissible to split a contract in order to circumvent authority limits.

Ordering and Approval: The general rule is that written Purchase requests and orders should be raised for all transactions and the Trinity Mirror standard terms and conditions should be used in all circumstances. For exceptions, refer to the Policy.

Payments: Payments to suppliers will be made by our Shared Service Centre in conjunction with the Treasury department, and it is the Group’s policy to pay suppliers in accordance with our standard terms and conditions. For details and exceptions, refer to the Policy.

Foreign Currency and Overseas Suppliers: Purchases should be made in British Pounds where possible to ensure the Group is not exposed to foreign exchange risk. However, where the Group is likely to commit to a purchase in a foreign currency, limits apply and VAT considerations could be complex. Therefore Group Treasury & Tax advice could be required prior to any commitment being incurred. For details, refer to the Policy.

Approval of Suppliers: Orders should only be placed with approved suppliers who are included on the suppliers’ ledgers in our Shared Service Centre. Regarding suppliers who are not on the approved lists, refer to the Policy for details.

Contracts: All significant commercial contracts, addendums to contracts and letters of agreement should be reviewed by the Group Legal Department or Company Secretariat before they are agreed and signed, with as much time as possible given for their review. For further details, refer to the Policy.

Leases: All finance leases, such as those for photocopiers or vending machines, should be reviewed prior to renewal and agreed with the user department and the Group Treasurer. For further details refer to the policy.

Capital expenditure: there are clearly defined procedures covering submissions on standard capex approval forms, justifications, authorisations for different types of capex and approvals required for different levels of expenditure. For further details, refer to the Policy.

Intellectual Property and Commercial Information: The Group’s intellectual property, designs, patents, trademarks and know-how are valuable to us. This information must never be passed to a supplier, for whatever reason, without approval. Ownership rights of intellectual property must be considered where suppliers work on design and development on our behalf, or we are buying from a supplier something which we, or our customers, are likely to need to reproduce or copy at a later date. For further details, refer to the Policy.

Key information and reporting points

Good intelligence work is vital to effective purchasing. Therefore the following should be reported:

Failure by a supplier to meet our requirements, requests to vary the terms of a contract after it has been agreed, prices from a preferred supplier appearing to be less favourable than available elsewhere, issues regarding warranties, guarantees and service agreements and new sources of supply, products and services must be reported to your local Finance Director, or local or Group functional head and escalated as appropriate.

Any actual or potential unethical approach or inducement, evidence of restrictive practices or possible conflicts of interest or information on illegal or unacceptable practices by a supplier which could be to our discredit if we were known to be a customer must be escalated immediately to the Group Company Secretary.

Introduction from the Chief Executive, Simon Fox

Trinity Mirror is committed to ensuring that there is no slavery or human trafficking within our supply chains or in any part of our business. This is the first slavery and human trafficking statement issued by Trinity Mirror plc, prepared on behalf of itself and its subsidiaries which form the Trinity Mirror Group (“TM”). Following the introduction of the Modern Slavery Act 2015 (the “Act”), we set out below the steps already taken to ensure modern slavery or human trafficking does not appear in TM’s supply chains.

We look forward to building on our work in this area in future years.

Simon Fox, Chief Executive 15 May 2017

Our Structure

We are the largest news publisher in the UK with national and regional news brands across the country, including brands such as the Daily Mirror, Sunday Mirror, Sunday People and Manchester Evening News. Our brands have a long heritage as a trusted source of news and information with our editorial conviction and high standards of journalism.

Our business is split into four operating divisions: Publishing, Printing, Specialist Digital and Central.

  • The Publishing division contains all of our national and regional newspaper titles and associated digital publishing sites, with our commercial team working with media agencies and advertising clients to help them reach the national, regional, print and digital media audiences of the Trinity Mirror news brands.

  • Printing provides print distribution services to the Publishing division and externally to third parties through five print sites.

  • The Specialist Digital division operates our digital recruitment classified business, and our digital marketing services business.

  • Central includes revenue and costs not allocated to the operational divisions and our share of results from associates.

Our Supply Chains

Our main supplier sectors include paper, contracted printing, product distribution services and waste management and recycling. We also engage suppliers of IT and communications services, cleaning, catering and other facilities management services.

As our list of suppliers is many and spread over a wide geographical area, we established a working group consisting of relevant senior managers from across the business who conducted an assessment of existing UK and overseas suppliers. The suppliers chosen for review had provided services to TM in the previous twelve months and were categorised in accordance with their potential exposure to risk and potential infringement of the requirements of the Act. The process included identifying and mapping our supply chains allowing us to review the regions in which our suppliers operate. We applied a risk based methodology to assess the likelihood of modern slavery occurring in each of the organisations, which included assessing factors such as the origin of manufacture, the location from which the services were provided and the nature of those services and/or goods. Applying such criteria in turn allowed us to tailor due diligence to confirm the risk based assumptions.

Due Diligence processes for Modern Slavery and Human Trafficking

To identify and mitigate the identified risks, the terms and conditions for new suppliers were updated.  TM now requires, as part of the on-boarding process, confirmation of supplier compliance with the Act.

Existing UK suppliers (identified as lower risk from a modern slavery perspective) were issued with appropriate statements outlining their obligations under the Act. TM is willing to engage with suppliers on a case by case basis and will escalate any issues to Senior Management in order to agree a resolution with the supplier that is beneficial to each party and satisfies the requirements of the Act. All responses are considered, logged and reviewed by the appropriate function.

Each non-UK supplier (identified as higher risk from a modern slavery perspective) was asked to sign a self-certification to confirm that the organisation has in place appropriate due diligence procedures designed to ensure that slavery and human trafficking is not taking place in any part of the business or that of its supply chain. The responses are monitored on an ongoing basis. If a supplier fails to return the requested self-certification an escalation process will be undertaken and reviewed on a case by case basis. This will include a follow up letter with a response deadline, followed by a final notice. TM reserves the right to cease engagement with a supplier who cannot confirm compliance and who does not show willingness to comply with the Act.

TM’s policy on slavery and human trafficking as applicable to suppliers is contained within the Procurement Policy. We expect our suppliers to adhere to the requirements of the Act and we will undertake all reasonable and practical steps to ensure that these standards are implemented within our supply chain.

To date, TM has not identified any modern slavery concerns during the 2016 review.

Our Policies on Modern Slavery and Human Trafficking

In relation to our own business, the Group has in place Standards of Business Conduct, which are read in conjunction with employees’ contracts of employment, which apply to all employees within TM. Our existing policies set out our commitment to ensure there is no slavery or human trafficking in any part of our business as well as our supply chains. Our staff are issued with our standards of conduct when on-boarded and this aids promotion of our ethical standing within the business.

Senior management undertake an annual risk certification exercise which gives assurance from the business that internal processes and controls remain effective. This process includes procedures for reporting any significant control failings including non-compliance with laws and relevant regulations.Summary of Procurement Policy

Effectiveness and ongoing compliance

The working group will meet throughout 2017 in order to monitor controls implemented in 2016 and continue TM’s due diligence process around its supply chains. TM will periodically assess the suitability and effectiveness of the process and report on progress in its annual Modern Slavery and Human Trafficking Statement.

We expect our suppliers to engage with us in a constructive and responsible way in order to resolve any issues in a timely manner. TM reserves the right to refuse to on-board a supplier who is unable to demonstrate their policies on, and willingness to comply with, the Act.

As part of TM’s ongoing compliance with the Act, we will seek annual assurance as part of the procurement process that new suppliers have provided assurance of their compliance with the Act.

We will undertake to periodically review identified higher risk suppliers and if necessary seek further evidence of their compliance with the Act on behalf of their organisation and suppliers.

As the inherent supplier risks change over time we will review and update our policies and approach to ensuring TM’s supply chain is free from slavery and human trafficking.

This statement is made pursuant to section 54(1) of the Modern Slavery Act 2015 and constitutes the Trinity Mirror Group's modern slavery and human trafficking statement for the financial year ending 1 January 2017.

Approved by the Board of Directors of Trinity Mirror plc

Simon Fox
Chief Executive
15 May 2017