annualreport

Comments

Transcription

annualreport
annual report 2003
N V Holdingmaatschappij De Telegraaf • annual report 2003
N.V. Holdingmaatschappij De Telegraaf
Address:
Basisweg 30, 1043 AP Amsterdam
Postal address:
P.O.Box 376, 1000 EB Amsterdam
Telephone:
+31 20 - 585 9111
The annual report is available in the English language via http://www.telegraafholding.nl
For more information: [email protected]
This annual report is a translation of the original text in Dutch, which is the official version.
N.V. Holdingmaatschappij De Telegraaf
is an independent Dutch media group.
Information is the core of our existence.
Continuity, independence and
profitability make up the foundation of
our policy.
Our future lies in optimising existing
activities, developing new concepts and
utilising opportunities in and outside
the Netherlands.
A N N U A L
R E P O R T
MANAGING BOARD
F.Th.J. Arp (1954)
J. Olde Kalter (1944)
Mr F.Th.J. Arp became director of the company on
Mr J. Olde Kalter was appointed director on 1 January,
1 July 1997. From 1991 to 30 June 1997, he was one of
1995. Prior to this Mr Olde Kalter has held various positions
the partners of Deloitte & Touche Accountants. Prior to
within the company and in the course of his career was
this, he was already active in the field of accountancy.
temporarily based in the United States. Mr Olde Kalter is a
Mr Arp studied business economics and accountancy at the
University of Utrecht law graduate, and editor-in-chief of daily
Erasmus University in Rotterdam.
newspaper De Telegraaf.
W.O. Kok (1961)
A.J. Swartjes (1949)
Mr W.O. Kok was appointed director on 1 January
Mr A.J. Swartjes has been director since 1 January
1999. He has been in the employ of De Telegraaf since
1991, after having occupied several positions in the company
1986 and held several positions, including those of manager
since 1978. During the period from 1974 to 1978 he was
of the Amsterdam newspaper printing companies and
attached to Reader’s Digest and to Colgate/Palmolive.
Deputy General of the technical department. Mr Kok studied
Mr Swartjes studied economics at the Erasmus University in
engineering at the Technical College in Amsterdam and
Rotterdam.
economics at the University of Amsterdam.
2
A N N U A L
R E P O R T
CONTENTS
Supervisory Board Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Other data
Report of the Supervisory Board to Shareholders . . . . . . . . . 5
Consolidated key figures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Publications and activities of De Telegraaf company . . . . . 54
Report for the year 2003
Auditors’ report and dividend proposal . . . . . . . . . . . . . . . . . . . 57
of Stichting Administratiekantoor van aandelen
Post balance sheet events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
N.V. Holdingmaatschappij De Telegraaf . . . . . . . . . . . . . . . . . . . . 8
Profit appropriation as provided for
in the articles of association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Annual Report
Special rights under the articles of association . . . . . . . . . . 60
Key figures as of balance sheet date . . . . . . . . . . . . . . . . . . . . 62
Report by the Managing Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Management subsidiaries January 2004 . . . . . . . . . . . . . . . . 64
Publishing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
– National newspapers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
– Regional newspapers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
– Door-to-door publications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
– Magazines. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Other activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Code Corporate Governance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Annual Accounts
Consolidated balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Consolidated profit and loss account . . . . . . . . . . . . . . . . . . . . 33
Principles for consolidation valuation and
determination of the result . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Notes to the consolidated balance sheet . . . . . . . . . . . . . . . . 38
Notes to the consolidated profit and loss account . . . . . . 42
Cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Balance sheet of N.V. Holdingmaatschappij De Telegraaf . . 46
Profit and loss account of
N.V. Holdingmaatschappij De Telegraaf . . . . . . . . . . . . . . . . . . 47
Notes to the balance sheet and profit and loss account . . 49
3
A N N U A L
R E P O R T
SUPERVISORY BOARD MEMBERS *
A.J. van Puijenbroek, chairman
L.G. van Aken
Age: . . . . . . . . . . . . . . . . . . 56 years
Age: . . . . . . . . . . . . . . . . . . 63 years
Nationality: . . . . . . . . . . . Dutch
Nationality: . . . . . . . . . . . Dutch
Position: . . . . . . . . . . . . . . director of N.V. Exploitatiemaatschappij
Position: . . . . . . . . . . . . . . . . . former member of the Managing Board
Van Puijenbroek
of N.V.Holdingmaatschappij De Telegraaf
Supervisory
Initial appointment: . . . 30 - 05 - 2002
Board memberships: Media Groep Limburg B.V.
Current term: . . . . . . . . 2002 – 2006
Initial appointment: . . . 15 - 05 - 1975
Current term: . . . . . . . . 2003 – 2007
W. Overmars
Age: . . . . . . . . . . . . . . . . . . 71 years
W.H. Charles, vice-chairman
Nationality:. . . . . . . . . . . . Dutch
Age: . . . . . . . . . . . . . . . . . . 70 years
Supervisory
Nationality:. . . . . . . . . . . . Dutch
Board memberships: . Bavaria N.V.
Position: . . . . . . . . . . . . . . . . . former member of the Managing Board
Initial appointment: . . . 05 - 06 - 1996
of N.V.Holdingmaatschappij De Telegraaf
Current term: . . . . . . . . 2000 – 2004
Supervisory
Board memberships: . Media Groep Limburg B.V.
W. van Voorden
Initial appointment: . . . 15 - 06 - 1994
Age: . . . . . . . . . . . . . . . . . . 61 years
Current term: . . . . . . . . 2002 – 2005
Nationality:. . . . . . . . . . . . Dutch
Position: . . . . . . . . . . . . . . chairman of CTZ (College Toezicht
H.L. Weenen, secretary
Zorgverzekeringen)
Age: . . . . . . . . . . . . . . . . . . 59 years
Emeritus professor at
Nationality:. . . . . . . . . . . . Dutch
Erasmus University Rotterdam
Initial appointment: . . . 26 - 06 - 1980
Emeritus professor at
Current term: . . . . . . . . 2000 – 2004
University of Tilburg
Supervisory
M. Tiemstra
Board memberships: . Batenburg Beheer N.V.,
Age: . . . . . . . . . . . . . . . . . . 49 years
E.I.M. Groep B.V. (Economic Institute
Nationality:. . . . . . . . . . . . Dutch
for Small and Medium-sized
Position: . . . . . . . . . . . . . . member of the Managing Board
Enterprises)
of Achmea/Eureko
Initial appointment: . . . 04 - 06 - 1997
Supervisory
Current term: . . . . . . . . 2001 – 2005
Board memberships: . Vendopolis
Initial appointment: . . . 05 - 06 - 2003
*31 December 2003
Current term: . . . . . . . . 2003 – 2007
4
A N N U A L
R E P O R T
Report of the Supervisory Board
At a meeting in which the Managing Board did not par-
to Shareholders
ticipate, we reviewed our own performance, the relationship
with the Managing Board and the composition and perfor-
We hereby present the Managing Board’s report, the
mance of the Managing Board.
balance sheet as of 31 December 2003 and the 2003 profit
During the year under review, one member of the
and loss account with explanations as provided by the Board.
Supervisory Board attended a meeting of the Central Works
The financial statements have been audited and ap-
Council.
proved by Deloitte Accountants in Amsterdam, as is apparent
from the auditor’s certification, which is included in this report.
We would like to express our appreciation to the
The financial statements were discussed with the auditor
Managing Board and the staff for the way in which they
during the annual meeting and subsequently adopted by the
performed their duties in 2003.
Board.
In accordance with the proposal by and the approval
We recommend that:
of the shareholders’ general meeting on 24 April 2003, Mr
The annual accounts for 2003 be approved in accordance
A.J. van Puijenbroek was reappointed, and Mrs M.Tiemstra
with the documents presented.
was appointed to the Supervisory Board of N.V. Holding-
The Managing Board be discharged from responsibility
maatschappij De Telegraaf, which fills the vacancy of Mrs
for the policy implemented during the year and the Super-
J.A. Brewer-de Koster.
visory Board be discharged from responsibility for the
Stichting Beheer van prioriteitsaandelen N.V. Holding-
supervision it conducted.
maatschappij De Telegraaf has decided to reduce the number
The dividend for the financial year 2003 per share of
of members on the Supervisory Board to five. Due to their
1 0.25 par value be fixed at 1 0.11 in cash (2002: 1 0.11
reaching the statutory age limit, Messrs W. Overmars and
in cash per share of 1 0.25 par value).
W.H. Charles will resign in 2004 and 2005 respectively. The
The dividend be made payable on 20 April 2004 at
vacancies which will thus occur, will not be filled. We intend
ABN-Amro Bank N.V. in Amsterdam.
to reappoint Mr H.L. Weenen to the Supervisory Board.
The Central Works Council of N.V. Holdingmaatschappij
Supervisory Board
De Telegraaf has issued a positive advice with regard to this
A.J. van Puijenbroek
proposed reappointment.
Chairman
Amsterdam, 11 March 2004.
The Supervisory Board has met the Managing Board
eight times during the past financial year and has reviewed
organization and strategy, the company’s risk exposure and
financial matters, among other issues. During the financial
year, particular attention was paid to our participation in the
Brouwer Groep. For our point of view regarding the Dutch
corporate governance code we refer to page 29 of this
annual report.
5
EXCELLENT!
DE TELEGRAAF
ON SUNDAY.
T
o reach the reader, new roads
must and can be taken. This can
be done by being alert to changes
in consumer behaviour and observing
target groups and their perception
of the environment more closely.
It can also be done by offering a
solution for what is probably the
greatest dilemma: the limited time
which readers have available.
The Sunday newspaper meets that
dilemma.
Dagblad De Telegraaf wants to
distinguish itself in the market, but
not by supplying the readers with
extra editorial content, and therefore information, during the week.
That would upset the present balance
in the time that is needed to read
the newspaper during the week.
The consumer is a different person
on Sunday, with a different daily
perception and the willingness to
take time to read the newspaper.
This does not only mean topical news
and sport, but also new editorial
elements in the domain of lifestyle,
living and showbiz.
On Sunday, the advertiser finds
readers who take notice of commercial information in all leisure.
On Sunday, the consumer makes the
important purchase decisions
because of the state of mind he is
in on this day. And on Sunday,
De Telegraaf breaks the commercial
monopoly of the audiovisual media.
A N N U A L
R E P O R T
CONSOLIDATED KEY FIGURES
N.V. HOLDINGMAATSCHAPPIJ DE TELEGRAAF
(In thousands of euros, unless otherwise stated)
2003
Net turnover
2002
683,556
704,462
39,276
35,985
23,876
21,752
Operating profit before depreciation of goodwill
and other value adjustments of goodwill
Operating profit after depreciation of goodwill
and other value adjustments of goodwill
Financial revenue and charges
–
49,429
6,471
Pre-tax result from ordinary trading
–
25,553
28,223
1,321
12,491
Company tax on result from ordinary trading
Extraordinary result after tax
Result after tax
–
Share third-parties
—,—
–
21,235
26,874
–
5,503
1,109
Net result
590
–
25,765
–
4,913
–
25,765
–
4,913
Result appropriation:
To the debt of other reserves
Dividend pay-out (charged to reserves)
Pay-out ratio
Cash flow from operational activities
5,775
5,775
p.m.
p.m.
62,172
33,059
Per share:
Result
–
1 0.49
–
1 0.09
Cash flow from operational activities
1 1.18
1 0.63
Dividend
1 0.11
1 0.11
Number of employees at year-end (FTE)
4,357
4,553
7
A N N U A L
R E P O R T
Report for the year 2003 of the
shares, and the reappointment of Mr A.J. van Puijenbroek
Stichting Administratiekantoor van
and the appointment of Mrs M. Tiemstra to the Supervisory
aandelen N.V. Holdingmaatschappij
Board of N.V. Holdingmaatschappij De Telegraaf. The reap-
De Telegraaf
pointment of Deloitte Accountants as auditors of the Telegraaf
group was also supported by our foundation.
In the year 2003, the total number of convertible
During the Management Board meeting of 2 Septem-
depositary receipts in N.V. Holdingmaatschappij De Telegraaf,
ber 2003, the semi-annual figures of the Telegraaf group
issued by our foundation, increased by 3,790,228 and
were discussed. The Board has taken notice of the draft of
amounted to 32,125,930 (of 1 0.25 par value) as of
the Code Corporate Governance of the Tabaksblat-commit-
31 December 2003, representing a nominal amount of
tee, as well as the reaction of the Managing Board of N.V.
1 8,031,482.50. These receipts are matched by an equal
Holdingmaatschappij De Telegraaf with regard to this draft.
number of shares held in trust.
During the Management Board meeting of 1 April
Stichting Administratiekantoor van aandelen
2003, Mr W.M. Lammerts van Bueren (Board Member A)
N.V. Holdingmaatschappij De Telegraaf
was appointed chairman and Mr W.P. Moleveld was appointed
W.M. Lammerts van Bueren, Chairman
Board Member A. The Board also said farewell to Mr A.
J.A. Brewer-de Koster, Secretary
Harms, due to his reaching the statutory age limit. The
J.S. Dienske
accounts of our foundation for the financial year 2003 were
W.P. Moleveld
discussed and approved. The foundation’s report in the annual
E.H. van Puijenbroek
report of N.V. Holdingmaatschappij De Telegraaf was approved
by our Board members.
Amsterdam, March 2004.
The financial statements of N.V. Holdingmaatschappij
Statement of independence
De Telegraaf and the dividend proposal for 2002 were discussed in detail with the Managing Board. The Management
The Managing Board of N.V. Holdingmaatschappij
Board has decided to meet in the spring and the autumn,
De Telegraaf and the Board of Stichting Administratiekantoor
after the publication of the annual figures and the semi-
van aandelen N.V. Holdingmaatschappij De Telegraaf hereby
annual figures.
declare that, in their joint opinion, the requirements regarding
The annual meeting of shareholders of N.V. Holding-
the independence of the Board of Stichting Administratie-
maatschappij De Telegraaf was held in Amsterdam on 24
kantoor van aandelen N.V. Holdingmaatschappij De Telegraaf,
April 2003. Our foundation, represented by its chairman,
set out in Annex X to the Listing and Issuing Rules of
voted in favour of the Supervisory Board’s recommendations
Amsterdam Exchanges N.V., have been fully met.
to adopt the financial statements for the year 2002, and
with regard to the processing of the loss, with regard to the
Managing Board of N.V. Holdingmaatschappij
fixing of the dividend on account of the distributable part of
De Telegraaf
shareholders’ equity, and with regard to discharging mem-
Board of Stichting Administratiekantoor van
bers of the Managing Board and the Supervisory Board
aandelen N.V. Holdingmaatschappij De Telegraaf
from their responsibilities. Our foundation supported the
Amsterdam, March 2004
proposals authorizing the Managing Board to repurchase
8
A N N U A L
R E P O R T
homes, among other things. A process to which the Telegraaf
REPORT BY
THE MANAGING BOARD
group itself also contributes, for that matter. Magazines have
an increasingly shorter life cycle and the daily newspapers’
decrease in circulation appears to be structural.
Introduction
The crossroads at which the consumers’ time con-
For the third successive year newspapers faced
sumption and the money flows of advertisers meet one
decreasing income from advertising. In particular, personnel
another, appear to be changing definitely by the transformation
and classified advertisements came under heavy pressure
from an analog world to a digital one. In the past, the publisher
due to the unfavourable economic climate and competition
had a great influence on the time and place of media
from the Internet. In addition, income from the readers’ market
consumption (the so-called push-economy); now, thanks to
was in decline for the national and regional daily newspapers.
digital developments, it is a matter of a so-called pull-economy,
in which the consumer himself determines where and how
As a result of the continuous pressure on profits, in
he or she purchases whichever media and also if he or she
2003 much attention was once again devoted to cutting
uses this interactively or not. And, obviously, the advertiser
costs. In accordance with the reorganization plans announced
adapts.
in 2002 and 2003, a total of about 540 (full-time) jobs were
cut at the Amsterdam-based companies and the regional
This forces us to seek out the ever-changing crossroads
newspapers by the end of 2003. In this context, more
by, on the one hand, adding digital possibilities to our products
than 400 employees, of whom 50 were transferred, had left
and, on the other hand, developing new concepts which we,
their job at the end of 2003 by utilizing the scheme for older
as media operators can deliver distinctively, that is to say
employees or the departure encouragement scheme.
better and/or cheaper, and in some cases linked to our
existing products or brands.
Further cost reductions were realized through the
central purchasing of goods and services and the termina-
Cost reductions remain an important issue. The new
tion or the disposing of loss-making activities. In merging the
structure of our organization offers an increased perception
newspaper printing facilities into one company (Telegraaf
of costs and also the possibility of looking at both chain
Drukkerij Groep B.V.) and placing the ICT-activities in Telegraaf
optimisation and our product portfolio in the longer term.
Media ICT B.V. as of 1 January 2004, both a further cost
We shall be able to proceed for a long time yet in lengthe-
reduction is envisaged as well as a better use of the available
ning the life cycle of our existing products by means of new
capacity.
initiatives and geographical expansion. But, starting from that
which we could and can do in the analog world, it is essen-
The time which consumers devote to media, and the
tial to translate this into skills in the digital world and to
related application of advertisers’ budgets, is increasingly being
profitably exploit that new added value to media.
influenced by the arrival of new channels of information. The
decrease in personnel advertisements and classified ads in
Looking at 2004 from this perspective, more budget
the printed media is doubtlessly strongly influenced by the
has been made available for investments in new products and
possibilities of the Internet, in the field of personnel, cars and
services which are closely related to our present activities.
9
A N N U A L
R E P O R T
Further cost reductions will also be carried out in 2004.
a result of SBS Broadcasting that was up by 1 13.2 million.
Expectations are that a total of at least 120 existing jobs will
The results from participations pertaining to SBS includes
be cut in the group in the coming years.
1 13 million in realized diluted profit as a result of the
merger with Veronica.
The cash flow from operational activities increased
FINANCIAL DEVELOPMENTS
from 1 33.1 million over 2002 to 1 62.2 million in 2003.
TURNOVER (7 683.6 MILLION)
Results
In 2003, a net loss of 1 25.8 million was sustained,
50.4%
compared with a net loss of 1 4.9 million over 2002. The
Advertisements
Subscriptions + single-copy sales
result over 2003 includes a net downward value adjustment
42.2%
of 1 48.9 million of the Brouwer Groep, as is further explained
Third-party printing
2.2%
Other turnover
5.2%
on page 27 of this report.
GOODS, SERVICES AND
VALUE ADDED
OPERATING RESULT
after depreciation of goodwill in millions of euros
Goods and services
56.2
61.4
65.1
78.6
88.5
88.6
80.4
9.5
21.8
23.9
51.3%
Value added
Depreciation + miscellaneous
14.8%
Personnel costs
Company tax
37.5%
0.2%
0
–3.8%
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
Net profit
Turnover
Turnover decreased by 3% from 1 704 million in 2002
tot 1 683 million in 2003.
Operating results before depreciation of goodwill
increased from 1 36 to more than 1 39 million, in spite of
The main factors for this were a decrease in adverti-
the advertising turnover which decreased by 1 25 million.
sing income of 1 25.3 million and an increase in circulation
Influenced by the increase in the cost of wages on the one
income of 1 8.8 million. At Dagblad De Telegraaf advertising
hand and the implemented reorganizations in 2002 and 2003
volume decreased by 7.5% compared to 2002, particularly
on the other hand, personnel costs decreased on balance by
in the personnel sector and in classified advertisements.
about 1 8 million. Owing to a lower consumption of paper and
The regional daily newspapers recorded a decrease in volume
decreased prices of paper, the cost of raw materials was
of 9%. The door-to-door papers and the magazines also lost
down by about 1 11 million. Further cost reductions resulted
advertising volume.
in operating costs that were lower by about 1 3 million.
In total, group turnover in 2003 consisted of 1 344
million in advertising income (50.4%) and 1 289 million
Income from participations increased on balance by
(42.2%) in circulation income. Turnover of third party print
more than 1 3 million. A loss from the participation in the
orders amounted to 1 15 million (2.2%).The remaining pro-
Brouwer Groep which was 1 9 million higher, was offset by
ceeds were 1 35 million (5.2%). In 2002, this was 1 370
10
A N N U A L
R E P O R T
million, 1 280 million, 1 18 million and 1 37 million, or 52%,
Added value
40%, 3% and 5% respectively. The turnover can be specified
The group’s total added value and the average added
as follows:
value per employee have developed as follows in the past five
years:
x 2 1 million
2003
National newspapers
330.6
Regional newspapers
2002
(48%)
340.7
(49%)
Added value
(x 1 1 million)
Per employee
(x 1 1,000)
201.9
(30%)
209.6
(30%)
1999
388
83
Door-to-door papers
73.4
(11%)
76.2
(11%)
2000
420
81
Magazines
54.4
(8%)
52.6
(7%)
2001
372
69
Distribution activities
23.3
(3%)
22.3
(3%)
2002
339
73
0
(0%)
3.1
(0%)
2003
333
75
683.6 (100%)
704.5
(100%)
Other activities
Shareholders’ equity
Turnover of the national daily newspapers (De Telegraaf
and Sp!ts) decreased by 3% and the turnover of the regional
Because of the loss sustained over 2003, shareholders’
daily newspapers by 3.7%.The turnover of the door-to-door
equity decreased from 1 454.1 million at the end of 2002
papers decreased by 3.7%, that of the magazines increased
to 1 428.3 million at the end of 2003. The dividend to be
by 3.4%.
paid out over 2003 has not yet been taken into account in
the shareholders’ equity. Per share this signifies a decrease
Of the group turnover in 2003 2.4% was realized in
from 1 8.65 tot 1 8.16.
the other EU-countries, compared with 2.3% in 2002. Turnover achieved in other European countries was 1 0.1 million
The number of shares remained unchanged and
in 2003 and therefore the same as 2002. Turnover per
amounted to 52,499,200 ordinary shares and 960 priority
employee (FTE) increased by 2.1% from 1 150,205 in 2002
shares with a par value of 1 0.25. Of the ordinary shares,
to 1 153,298 in 2003.
32,125,930 were converted into depositary receipts as of
In the past five years the turnover, the average number
31 December 2003, or 61%. This was 54% at the end of
of man/woman-years and the turnover per employee have
2002.
developed as follows:
ADVERTISING TURNOVER
Group
turnover
(x 1 1 million)
Average
FTEs
Average
turnover
per employee
(x 1 1.000)
1999
721.3
4,686
154
2000
811.1
5,177
157
2001
822.2
5,425
152
2002
704.5
4,690
150
2003
683.6
4,459
153
in millions of euros
375
436
405
370
344
20 ––
–– 18
72 ––
–– 73
284 ––
–– 253
1999
Newspapers
11
2000
2001
2002
Door-to-door papers
2003
Magazines
N
ewspapers seek new
channels to strengthen their
own position in sub-segments.
An example of this is the market for
classified advertisements. In line with
the classified ads in newspapers,
a new form of classified advertising
has originated: advertisement
magazines. These are classified
advertisements bundled in magazines
for specific audiences, to which
little or no editorial content is added.
Uitgeversmaatschappij De Telegraaf
is also active in this market segment,
which is positioned between the
Speurders-market and the market
for ordinary advertisements. De
Telegraaf aims at markets in which
the newspaper has always held a
strong position: used cars and used
boats, campers and caravans.
AutoTelegraaf Magazine has been
developed internally. Boten en
Campers & Caravans and the corresponding websites botentekoop.nl
and camperscaravans.nl are being
exploited via the participation in
the successful publishing house of
BoHil Media.
It is the intention that this publisher
will, in due course, be completely
taken over by De Telegraaf.
A N N U A L
R E P O R T
Dividend
will be better able to control sickness absence (through
Dividend policy
arbitration for waiting periods, among other things) and to
take preventive measures.
The dividend policy is aimed at a payment in cash of
approximately 35% of the profit available for distribution. In
determining the dividend, the effects of the tax on return on
For the regional daily newspaper publishers Hollandse
investment which was introduced on 1 January 2003, will
Dagbladcombinatie and Media Groep Limburg in particular,
be taken into account, if possible. A temporary overrun of the
2003 has been a year of (further) implementation of reor-
aforementioned pay-out percentage is acceptable in case of
ganization plans and slimming-down. This has great conse-
incidentally lower profits.
quences for a large number of employees. It is a matter of
redundancies and job-changes. Current or announced future
redundancies signify the start of a period of great uncer-
Dividend proposal
tainty in finding new employment.
In 2003, the company sustained a net loss, caused by
incidental costs. The articles of association provide for a
Employment
distribution charged to the free reserve. Based on the fact
that, exclusive of the incidental costs, there is a positive
In 2003, counted in full-time equivalents (FTEs), on
result from ordinary business operations after taxation, we
average 4,459 employees were working for the group, com-
propose to set the dividend for 2003 at 1 0.11 per share.
pared with 4,690 in 2002. This signifies a decrease by 231
This distribution will be charged to the free reserve.
FTEs. This reduction in jobs is the result of the implemented
reorganization measures. This is offset by increases in personnel in connection with new projects.
OTHER COMPANY MATTERS
At the regional daily newspapers of the Hollandse Dagbladcombinatie and Media Groep Limburg (further) restruc-
Human Resource Management
turing operations have begun. The integration of company
The year of 2003 has been marked by the develop-
parts and cost reductions resulted in a reduction in staffing.
ment of human resource instruments at different levels. All
The subsequent reduction in costs already became visible in
jobs have been mapped out and then related to wage
2003, but will be fully emphasized in the coming years.
scales. In addition, assessment systems and performance
The Telegraaf MobiliteitsCentrum (TMC) has again
interviews were set in motion. Completion and refinement
made great efforts to guide redundant employees to different
will occur in 2004.
jobs in 2003, both inside and outside the group. According
In 2003, the achievement of one collective health in-
to expectations, the number of employees in 2004 will show
surance for the entire group was also worked on. This meant
a slight increase, because of new projects.
placing four collective health insurances and a large number
of individually insured persons with one single health insurance
Terms of employment
company.
Six collective labour agreements apply to the group. Of
With the exception of one still current contract, this
the employees, about three-quarters are covered by the
operation has been successfully completed. Not only has
Grafimedia collective labour agreement and 15% by the
this resulted in a cost reduction for the employees and the
collective labour agreement for newspaper journalists. The
company in most cases, it also means that the organization
remaining collective labour agreements are those for the door-
13
A N N U A L
R E P O R T
to-door paper journalists, road transport and haulage, the
Risk inventory and evaluation (RI&E) is intended to
book and magazine branch and the journalists of popular
make an inventory of all risks which can lead to absence. In
magazines. The current Grafimedia collective labour agree-
this context, RI&E’s are being carried out on different loca-
ment still applies until 1 February 2005. The past year saw
tions within the group and a policy plan is being made.
an increase in collective labour agreement wages by 1% as
The Wet Verbetering Poortwachter (Eligibility for
of June and 1% as of November. In the meantime it has been
Permanent Invalidity Benefit Restrictions Act), which was
decided not to increase the collective labour agreement
introduced in 2002, has been shown to offer useful instru-
wages in 2004. By agreement, a study-committee has been
mentation through the type of attention to counselling in case
established which is working on transferring the present
of long-term absence. Through adequate implementation,
early retirement scheme (VUT) to a pre-pension scheme.
employees reintegrate more quickly and invalidity situations
are prevented.
The collective labour agreement for newspaper jour-
The number of cases of RSI has clearly decreased in
nalists has a duration of 12 months and applied until 31
the past two years. The reasons for this are, among other
December 2003. In the past year, a 2% increase of the
things, a timely intervention by the company doctor and the
collective labour agreement wages was implemented, from
offer of workplace assessments, which lead to improvements
March. It was further agreed to assemble a so-called job
to the physical workplace and a change in employees’ habits.
reference file and to effect a classification in sections, based
Since January 2002, all workplaces are smoke-free. Smoking
on this file. The ultimate objective is to realize a better and
is only permitted in specially appointed locations. This has
clearer job-classification and remuneration system.
not led to many problems.
The parties to the collective labour agreement have
Environment
prepared and agreed on pre-pension regulations, in consultation with the Grafische Bedrijfsfondsen. The scheme has
In the course of 2003, measures were taken to further
started on 1 January 2004. In addition, study-committees
shape environmental policy across the group. The policy is
have been established for a policy for senior employees,
mainly aimed at diminishing negative impacts on the en-
modernizing the collective labour agreement and an age-
vironment. In doing so, the group supplies the necessary
conscious personnel policy.
means, education, information and consultative structure.
On the one hand, the care is aimed at complying with the
regulations as they are set out in permits and legislation, and
The collective labour agreement for door-to-door paper
on the other hand, at accepting one’s own responsibility in
journalists saw a 2% increase as of 1 July 2003.
this area. For this policy, the main points of attention are:
improvement of the environmental consciousness of em-
Health and safety at work (working conditions)
ployees, reduction in the use of raw materials and decreasing
Good working conditions lead to greater satisfaction
the amount of waste.
on the part of employees and, in that way, to a higher productivity. Within the Telegraaf group there is a continuous effort
Central Works Council
to improve these conditions. In 2003 the Labour Inspectorate
carried out an inspection in Amsterdam, which showed that
A Central Works Council was installed in 2003. A
the inspected company parts, the Amsterdam-based compa-
number of changes in the organization necessitated a consul-
nies of the Telegraaf group, complied with all legal obligations.
tative structure that was better attuned to the present form
14
A N N U A L
R E P O R T
of management. It can be concluded that 2003 was a difficult,
PUBLISHING ACTIVITIES
but mainly fruitful year of introduction for both parties, in which
the pleasant consultative climate was the determining factor.
Important issues involving the central works council in
DAILY NEWSPAPERS IN GENERAL
2003 relate to: entering into a new collective health insurance, terminating the premium save-as-you-earn scheme,
introducing a performance and assessment system, dismant-
The distributed circulation of the Dutch daily news-
ling and establishing new subsidiary companies, setting up
papers decreased by 2.5% to 4,204,352 copies in the period
some joint ventures and the refinancing of the Brouwer
of 1 October 2002 up to and including 30 September 2003
Groep.
(the source for all circulation figures is the HOI, Institute for
Media Auditing). In this figure, free daily newspapers such as
MOVEMENTS IN CAPITAL EXPENDITURE
IN RELATION TO THE CASHFLOW
Sp!ts have not been taken into consideration. The unfavourable
in millions of euros
economic situation caused a decrease in advertising capacity
utilisation for the third successive year.
141
98
71
61
38
25
102
NATIONAL NEWSPAPERS
75
65
41
Uitgeversmaatschappij
62
44
49
48
De Telegraaf B.V.
33 41
The strategy of Uitgeversmaatschappij De Telegraaf is
38
aimed at strengthening the leading position of the daily news1999
2000
2001
2002
–5
2003
paper De Telegraaf in the Dutch daily newspaper market. With
–30
–26
a daily circulation of about 776,000 copies and a readerCash flow
Depreciation
Net profit
Capital expenditure
ship range of about 2.5 million persons a day (source: NOM
Print Monitor 2002 IV - 2003 III), the daily newspaper has
INVESTMENTS
a share of about 40% in the market of (paid) national daily
newspapers. The Dutch daily newspaper market is mainly a
The total amount of investments in 2003 is 1 24.8
crowding out market. Room for improvement can be found
million. This partly involves investments in the area of auto-
in optimising processes and in innovation. Examples of opti-
mation in projects for the editorial department, advertising
misation are the processing of advertising orders via the
department and the centre for customer contacts. In all, these
Internet, improvements in planning of print capacity and
investments amounted to 1 8 million. A total of 1 2 million
bridging great distances by printing at locations outside the
was invested in the printing facilities, among other things for
Netherlands. Innovation is possible by offering advertisers
the purchase of a blanket wash system and additional invest-
access to target groups and their perception of the envi-
ments in the printing unit in Limburg. A sum of 1 5.2 million
ronment via various media, and by giving readers more time
was invested in means of transportation, particularly trucks.
to read the newspaper, for example by publishing a Sunday
paper.
15
A N N U A L
R E P O R T
General
nomic situation. In addition, there was a smaller growth
The decline of the economy in 2003 made itself felt
compared with 2002 because of the lack of major interna-
at daily newspaper De Telegraaf. The decrease in income
tional sporting events.
from advertising could only be partly compensated for by a
rise in the income from the readers’ market and further
Single-copy sales in the Netherlands decreased from
cost reductions.
131,488 copies in 2002 to 125,328 copies in 2003, a
decrease of 4.7%. Single-copy sales abroad, however, in-
Circulation
creased by 1.7% to 28,656 copies. This occurred in spite of
The distributed circulation of daily newspaper De Tele-
a decrease in the number of Dutch holidaymakers abroad
graaf fell by 2.4% in the period of 1 October 2002 up to and
because of the economic situation.
including 30 September 2003,
The increase in sales abroad
from 795,364 copies to 776,004,
was mainly due to printing a part
a decrease of 19,360 copies. Des-
of the foreign circulation on loca-
pite this, the circulation market
tion, on the Canary Islands and in
share of De Telegraaf in the national
Valencia. This results in an earlier
daily newspaper market grew by
distribution of the newspaper and
0.3% in 2003. As from 1 October 2003 a price increase
in that way in a strengthening of the competitive position in
of 5% was implemented in the readers’ market.
newsstand sales.
The number of subscriptions in the Netherlands
The positive effect of the Saturday subscription, which
decreased by 2.5% from 626,319 in 2002 to 610,624 in
was introduced in 2003, is not yet apparent in the annual
2003. The decrease in circulation is mainly caused by inten-
figures for 2003. The number of Saturday subscriptions at
sified competition from regional daily papers which transfer
the end of 2003 was 24,806.
their time of publication from the afternoon to the morning.
In order to once again increase circulation, initiatives
In the course of 2003 there was also a growing number of
have been developed in the areas of regionalization and the
subscription cancellations by readers in relation to the eco-
moment of distribution; in addition, new types of subscription
have been introduced.
MOVEMENT IN PAID CIRCULATION
DE TELEGRAAF
As from 2 April 2003 the regional section Twente
Vandaag is being published in Twente six times a week with
through 1997 inclusive De Courant Nieuws van de Dag
daily newspaper De Telegraaf. The objective is to further
900,000
800,000
extend the circulation of daily newspaper De Telegraaf in this
700,000
region. Both the circulation figures and the advertising capa-
600,000
500,000
city utilisation are developing according to plan here.
400,000
In order to strengthen the position in both the circu-
300,000
lation and advertising market, the Sunday paper of daily
200,000
100,000
newspaper De Telegraaf will be launched as from 21 March
0
1983 1985 1987 1989 1991 1993 1995 1997 1999 2001 2003
Subscriptions + single-copy sales
2004. Subscribers will receive this paper at home as part
Subscriptions
of their regular subscription. The Sunday paper is also on
16
A N N U A L
R E P O R T
sale via sales points which are open on a Sunday. A single
more flexible, which has considerably improved the possibility
copy costs 1 1.75. Simultaneously with the launch of the
to place full colour advertisements for smaller advertisers
Sunday paper, a weekend subscription (Saturday and Sunday)
as well. These changes should contribute to a further im-
will be introduced. This type of subscription replaces the
provement of the competitive position of De Telegraaf.
Saturday subscription.
During 2003, the Half Geld (half the money) subscrip-
To enforce the position of daily newspaper De Telegraaf
tion was also introduced. With this financial gesture daily
and AutoTelegraaf.nl on the Internet, AutoTelegraaf Magazine
newspaper De Telegraaf expects to interest young adults in
was introduced on 17 April 2003. This advertising magazine
the paper. Although it is still a small-scale activity, distribution
is distributed fortnightly via newsstand sales. Both circulation
of the newspaper via digital kiosks abroad will be continued
and the number of advertisements are developing in a direc-
with regard to expected positive developments in the future.
tion which confirms the justification of this magazine. In
Turnover of the digital version of daily newspaper De Telegraaf
addition, daily newspaper De Telegraaf has taken a 20%
via Internet, which was introduced in 2002, remained stable,
interest in BoHil Media during 2003. BoHil Media is the
partly because of a subdued promotion policy in 2003.
publisher of the magazines Boten en Campers & Caravans
and
Advertising
the
corresponding
websites
botentekoop.nl
and
camperscaravans.nl. These activities are aimed at the
Advertising volume decreased by an average of 7.5%
commercial and private purchase and sales market of new
in 2003. The segment of national and local brands and
and used boats, campers and caravans. The development of
services rose by more than 11%. The volume of personnel
BoHil Media in 2003 is in accordance with expectations at
advertisements decreased by 41% and classified ads and
the time the share was taken.
personal announcements decreased by 20% and 4% respectively. In the final quarter of 2003, a price war broke out
Telegraaf.nl
in the supermarket branch. The announcement of new prices
In spite of cost reductions in the Internet activities, the
was, for the major part, made by advertising in newspapers,
content provided maintained its standard and the number of
which once again emphasizes the effectiveness of this type
pages that were called up increased strongly. The number
of media.
of pageviews between December 2002 and December 2003
increased by 600,000 to an average of 2.4 million a day –
In order to better anticipate the wishes of advertisers,
an increase of 33%.
the advertising tariff structure of daily newspaper De Telegraaf
For a further extension of the market position, a start
has been radically changed as from January 2004. The
was made with the renovation of the content for the mobile
price system is no longer linked to volume but to turnover.
Internet in the course of 2003. The intention is to have further
In addition, the pricing system for full colour has become
efforts move in synchronization with the growth of the market.
17
A N N U A L
R E P O R T
Organization
reaches an average of 1,514,000 persons a day and is
As from 1 January 2004, a number of organizational
thus the second newspaper of the Netherlands, both in
changes have been implemented. Rotatiedrukkerij Voorburg-
circulation and in range, with a comfortable lead on number
wal and the ICT department have been disentangled from
three. As the second newspaper of the Netherlands, Sp!ts is
Uitgeversmaatschappij De Telegraaf and placed elsewhere
excellently positioned. The readership which is being reached,
within the group. Rotatiedrukkerij Voorburgwal was placed in
represents an attractive target group for many advertisers.
the new graphics subsidiary Telegraaf Drukkerij Groep. The
In particular for the larger Dutch advertisers who have
ICT department has been transformed into Telegraaf Media
found their way to Sp!ts.
ICT as from January 2004; a business unit at the service of
the entire group.
REGIONAL DAILY NEWSPAPERS
BasisMedia B.V.
BasisMedia is the publisher of Sp!ts, a newspaper
The activities in the area of regional daily newspapers
which has developed into the second daily newspaper of the
are located at the Hollandse Dagbladcombinatie B.V. (HDC)
Netherlands within three years. Sp!ts
and Media Groep Limburg B.V. Together,
reaches more than 1.5 million readers a
they publish six regional daily newspaper
day. The newspaper is free and is perso-
titles with a daily distributed circulation of
nally handed to travellers during the public
more than 500,000 paid copies. The policy
transport’s morning rush hour. Partly be-
is aimed at optimisation through a sharp
cause of this, Sp!ts reaches new, relatively
direction on the basis of financial targets,
younger target groups. Sp!ts contains general news and
improvement of technical processes and usability of employ-
information aimed at target groups. This offers advertisers
ees and a better use of economies of scale. In addition, ways
room for going in-depth with each target group.
are being sought for product innovation by offering readers
an independent platform for the exchange of opinions and
Sp!ts strengthened its market position in the course
information about the region and by offering advertisers an
of 2003 under difficult market circumstances. In contrast
insight in the knowledge of the regional market and reaching
with the national decrease in advertising volume in daily news-
that market, alone or in cooperation with third parties.
papers, Sp!ts realized a growth in volume of 12%. There was
HDC Media B.V.
an increase of 8% in the first six months and 16% in the
second half of the year. In spite of increases in costs in a
As of 1 January 2004 both publishing companies of HDC
number of areas, costs at Sp!ts decreased overall by 10%.
(Verenigde Noordhollandse Dagbladen and HDC Uitgeverij
Over the whole of 2003 a very limited loss was incurred
Zuid) have been merged into one company: HDC Media.
after allocation of indirect costs. Because of the growth in
Drukkerij Noordholland has been placed in the newly formed
turnover and decrease in costs, Sp!ts was profitable in the
graphics subsidiary Telegraaf Drukkerij Groep. The continuing
second half of 2003.
reorganization at HDC Media has to be completed by the
The circulation of Sp!ts grew from more than
middle of 2005 with the concentration on one main location.
300,000 issued copies a day at the end of 2000 to almost
Compared with the start of the reorganization, the number
400,000 copies a day at the end of 2003. In this way Sp!ts
of employees will then have been reduced by about 20%.
18
A N N U A L
R E P O R T
The joint circulation of the regional daily newspapers of
2003, because of the price war between the supermarkets
HDC Media decreased in 2003 by 4%. This includes removing
and by specific sales activities in the local and regional ad-
Dagblad van Almere from the market. Advertising volume
vertising market, among other things.
decreased by 10% on balance. Strongest was the decrease
Because of price increases introduced earlier and a
in personnel advertisements, where volume fell by 44%. In
positive development of the Saturday subscriptions, the cir-
classified ads volume decreased by 20%, while volume
culation turnover in 2003 remained about the same as in
developed in a positive sense in the remaining advertising
2002. The number of subscriptions at Dagblad De Limburger
categories. Turnover from publishing activities fell by 6%. The
and the Limburgs Dagblad decreased by about 3% and 4%
continuing reorganization of HDC Media led to fewer indirect
respectively, in line with the national trend.
costs, mainly as a result of staff reductions. The integration
The result of MGL improved, because of the effects of
of business units and savings led to a decrease in jobs of
the merging of company parts and a tightly-controlled cost
9.4%. The resulting reduction in costs, already became ap-
reduction programme, among other things.
parent in 2003, but will only be fully expressed in the coming
The intended extensive cooperation between the edito-
years. By moving the afternoon newspapers Leidsch Dagblad,
rial departments of Dagblad De Limburger and the Limburgs
Haarlems Dagblad and Gooi- en Eemlander to the morning
Dagblad has been virtually completed. The circulation depart-
per April 2004, a further cost reduction will be realized.
ments of both titles have also been virtually integrated. The
Furthermore, a positive effect on the circulation of these
aforementioned organizational changes have been realized
daily newspapers is expected.
with the limits imposed by the NMa (the Netherlands Competition Authority).
In April 2003 the newspaper Almere Vandaag was
launched, to be distributed in Almere free and door-to-door four
In line with the editorial reorganization plans from 2002
times a week. Although the advertising market decreased
(Samen Sterker), a reorganization programme was introdu-
further in 2003, much is expected of this publication almost
ced for the other parts of MGL (Naar een Nieuwe Maat) in
a year after its introduction. Meanwhile, Almere Vandaag is
2003. On balance, the personnel complement of MGL will
included in the sales activities of the NRp. HDC Media has
decrease by about 90 jobs before 1 July 2006 because of this.
also worked on product improvement in other areas, such
In addition, the variable labour costs have decreased to a mini-
as the introduction of new supplements to the daily news-
mum by terminating virtually all temporary labour contracts.
papers, a new edition of the Leidsch Dagblad (Rijn- en Veen-
In the course of 2003, MGL ended the Internet activities
of I-Media and the publishing activities within the Uitgeeffonds
streek) and the restyling of the Noordhollands Dagblad.
Speciale Producties. The exploitation of the two titles in this
Media Groep Limburg B.V.
publishing fund, Chapeau! and Nummer 1, has been trans-
At Media Groep Limburg (MGL) advertising volume
ferred to external parties. MGL remains the owner of the
decreased in 2003 by 8%. The decline has been limited by
titles and thus also retains the right to profits from exploitation
the recovering advertising market in the last months of
of these titles.
19
R
egional newspapers can
strengthen their position by
intensifying the bond with readers
and advertisers in the region.
An initiative in this way is Parkstad
Limburg, the important edition area
of the Limburgs Dagblad around
Heerlen. This approach must enable
the editors-in-chief of the Limburgs
Dagblad and Dagblad De Limburger
to gain readers with an
innovative journalistic initiative
(‘civic journalism’).
To have the regional pages better
attuned to the readers’ perception
of the environment, the editorial
department of the Parkstad edition
was increased to 20 jobs and moved
to the centre of Heerlen.
The editorial office is located in a
shopping street and has a news-shop
to further advance contact with
readers. In addition, events such as
readers’ debates and public editorial
meetings are organised. Events in
the city are supported by editorial
newsletters and community clinics
are to be held. In the newspaper
one of the regional pages will be
changed twice daily for three subeditions, so that columns and sections
can be filled and varied according
to location.
The objective is to increase
the appreciation of the
Limburgs Dagblad and to
realize an increase in circulation by reaching new readers.
A N N U A L
R E P O R T
Publishing special and extra publications like !N (a trendy ma-
DOOR-TO-DOOR PAPERS
gazine), papers for estate agents, business publications and
Together with Uitgeversmaatschappij De Trompetter,
recreation papers, offers a part compensation. These products
the Hollandse Huis-aan-Huisbladen Combinatie consists of
only aim at a specific target group and often have a different
43 door-to-door papers with a total of 104 editions in the
form of distribution than the usual door-to-door distribution.
regions of Noord-Holland, Flevoland, ‘t Gooi, Noord-Brabant
In the future, HHC expects to publish more products
and Limburg. The joint distributed circulation comes to more
which do not by definition appear weekly and door-to-door.
than 3.5 million copies a week.
This year, a new publication was launched in the market in
Noord-Holland with the title ’Deze Maand’.
The door-to-door papers have an intricate network of
journalists, correspondents and commercial employees at
their disposal, who are very close to the local readers and
In the course of 2004, HHC will further innovate and
entrepreneurs and know what motivates consumers and
optimize. The year has begun with a revaluation of the Sunday
entrepreneurs in that market: a strategy of ‘always in the
papers. For these publications, which have known a general
neighbourhood’. The challenge is to utilize that position to
editorial content with a low advertising price structure, a
the maximum. This occurs by
more local appearance will also
guaranteeing optimal ties and
be sought. The entire internal
recognition, for instance by
organization will be dealing with
dividing up editions, but also by
new automated systems during
developing new publications in
the coming year, which will en-
printed form or as a multi-media application, in cooperation
sure that the primary process will be further digitised and
with other parts of the group.
offers opportunities for further optimisation.
Hollandse Huis-aan-Huisbladen
Uitgeversmaatschappij
Combinatie B.V.
De Trompetter B.V.
The result of De Trompetter came under heavy pres-
De Hollandse Huis-aan-Huisbladen Combinatie (HHC),
sure because of a still decreasing advertising market, heavy
which comprises the publishing companies De Echo, Noorder-
competition and higher operating costs. The number of
pers, Van Groenigen and Reclame ´t Gooi, once again faced
advertising pages fell behind compared with 2002, but the
a lagging advertising turnover at the regular weekly and
proceeds per page increased. In addition, much attention
weekend papers in 2003. Advertising volumes decreased
was devoted to the degree of advertising capacity utilisation,
for personnel advertisements, cars, real estate and, to a
which has duly improved.
slightly lesser extent, for general and local advertisements.
The result of Kempen Pers, a publisher of door-to-
By retaining a good proportion between advertising and
door papers in Brabant and part of De Trompetter, impro-
editorial pages, direct costs were controlled. The Amsterdam
ved as a result of an advertising market which recovered
market in particular, faced problems. Local ties are fewer in
particularly in the latter periods. Over the whole of 2003,
large urban areas than in smaller communities. Because of
Kempen Pers achieved a higher advertising volume. As was
competitive tariffs, turnover from the larger advertisers
the case at De Trompetter, the degree of advertising capa-
shifts from door-to-door papers to the daily newspapers.
city utilisation has also improved considerably here.
21
A N N U A L
R E P O R T
At the beginning of 2003, TTG has further strengthened
MAGAZINES
sales to advertisers abroad by setting up its own internatioThe Telegraaf Tijdschriften Groep (TTG) is active in
nal sales department. In this way, direct contact has been
both the Netherlands and Sweden. In the Netherlands, TTG
established between TTG and the demanding markets abroad.
comprises the following titles: Privé, FHM, MAN, Esquire,
This has immediately led to positive results in 2003.
Residence, Gardens & Country, Elegance, Hitkrant, Autovisie,
In February 2003, TTG took over the Dutch licence
Starstyle and CosmoGirl!. The magazines are aimed at spe-
for the magazine Esquire and has thus strengthened its
cific groups of readers. Optimization is achieved, among other
position in the market for special interest men’s magazines.
things, in the production process, by processing advertising
With a restyling, Esquire has now been adapted to modern
orders via the Internet and in distribution, by outsourcing to
demands.
a specialized company in the field of ‘shelf marketing’ at sales
The new monthly magazine CosmoGirl! was launched
points. Innovation is achieved by launching new titles in
in September 2003. The target group for CosmoGirl! is girls
existing markets, such as Starstyle and CosmoGirl!. TTG
aged 14 to 18 and the magazine is published by TTG Hearst
adheres to the wish for internationalisation by introducing its
B.V., a special purpose-formed joint venture between TTG
own titles in new markets (as did successfully happen with
and Hearst Magazines International Inc. More than 90,000
Residence in Sweden), by entering into joint ventures with
copies of the first publication were sold.
The women’s cluster comprises Privé, Elegance, Star-
third parties or through acquisitions.
style, Hitkrant and CosmoGirl!. All titles achieved good results
De Telegraaf Tijdschriften Groep B.V.
in 2003.
The result of the Telegraaf Tijdschriften Groep has
Privé has had a good year, mainly through higher
strongly improved in 2003, compared with 2002. This is
revenues from the readers’ market. The advertising income
mainly due to good results in the readers’ market and a tightly
which particularly fell behind in the first six months of the
implemented cost control. The result was also positively
year, have thus been amply compensated for. Privé remains
influenced by the sale of Voetbal Magazine in 2003. This
the market leader in the gossip magazine segment. Paid
has amply compensated for the disappointing results in the
core circulation in the third quarter of 2003 amounted to
advertising market.
more than 322,434 copies, compared with 323,045 in the
third quarter of 2002.
TTG Nederland
Elegance celebrated its 60th anniversary with a good
The TTG organization was optimised further in the
result. Starstyle has managed to make its election as
course of 2003. Since May 2003 there is a direct contact
‘Launch of theYear’at the end of 2002 pay off in the readers’
between the editorial departments and the lithographic com-
market. Paid circulation in the third quarter amounted to
panies, which has led to a greater internal involvement with
62,460 copies, compared with 59,236 copies in the cor-
the production and an improvement in quality of the printed
responding period of 2002.
matter.
22
A N N U A L
R E P O R T
Hitkrant is market leader as from the third quarter of
TTG Sweden
2003. Circulation fluctuates around 100,000 copies sold
The magazine portfolio of TTG Sweden has been
weekly. Combined with a good advertising market, this has
extended in 2003 with two interior decorating magazines:
led to a good annual result.
Sporres Bazaar and Allt om Kök och Bad. The development
of the existing TTG titles Cosmopolitan and Golf Digest was
The men’s cluster comprises Autovisie, Man, FHM,
positive, both in the advertising market and in the readers’
Residence, Gardens & Country and Esquire.
market. Residence increased its frequency from six to seven
In general, magazines in the men’s cluster are affected
publications a year and kept its result at the level of 2002.
more by an economic downturn than magazines from the
The boating magazines Båtnytt and Vi Båtägare im-
women’s cluster. In addition, the men’s magazines segment
proved their result, in spite of increased competition.
traditionally faces more competition from other types of
The advertising turn-
media than the women’s
over of TTG Sweden has
magazines segment.
clearly developed faster than
In spite of increased
the total advertising market
competition, Autovisie has achieved a good result. At the end
in the past three years. To maintain this lead, existing pro-
of 2003, Autovisie was enlarged by 16 pages per publica-
ducts are being adapted and new products, including line
tion. FHM has achieved good results, both in the readers’
extensions, are being developed. For the first time, TTG
market and in the advertising market. Results and prospects
Zweden made a positive contribution to company profits.
for Gardens & Country are so positive that the publication
frequency will be raised from four to six publications a year.
SURCOMMISSION
Partly because of the aforementioned sensitivity to
cyclical movements, both MAN and Residence have had a
Last year, the discussion about the lack of transparen-
moderate year.
cy in the advertising branch received lots of media attention
The Internet activities of the TTG are developing well
in the trade press. The current course of events ill fits the
and within a clearly defined marketing framework. Cost
way in which the social standards are developing at present.
control on the one hand and the supply of topical information
After this subject was brought to attention by daily newspaper
on the other hand, are the keys to the success of the TTG
De Telegraaf, the Cebuco (Marketing Association of Dutch
websites.
Newspapers) took the initiative to reach agreements with
In the course of 2003 various new line and brand
other branch organizations, which bring about transparency.
extensions have been introduced. At the moment, items
The object is that advertisers know exactly which cash flow
offered now vary from Residence class and character books
exists between themselves, entrepreneurs and the interme-
to an Elegance cookery book and from well-known annual
diaries which render services on their behalf. An important
specials like the Autovisie Jaarboek tot a successful Hitkrant
contribution to realizing a code in this field should be made
school diary. TTG thus utilizes the power of its brands and
by the Bond Van Adverteerders (Association of Advertisers).
increases readers’ brand perception.
After all, the rank and file of the Bond Van Adverteerders ultimately is the primary interested party regarding such a code.
23
A N N U A L
R E P O R T
leads to cost advantages and improves the measurability
OTHER ACTIVITIES
and manageability of the ICT organization.
DataWire B.V.
Telegraaf Drukkerij Groep B.V.
A number of multi-media activities of the Telegraaf
The newspaper printing facilities in Alkmaar, Amsterdam
group has been placed at DataWire (The Digital Distribution
and Heerlen have been joined into one subsidiary: Telegraaf
Company). DataWire has developed a digital distribution
Drukkerij Groep. The main strategic objective is optimising
platform which enables the exploitation of the content of
processes and technologies. Among other things, this is
printed (Telegraaf) media. Among other matters, DataWire
expressed by the joint purchase of raw materials and
is aimed at syndication; the editing, distribution and sale of
harmonization of technologies; for example, transmission
existing content originating from editorial departments and
systems for newspaper pages. Furthermore, an improve-
various other sources. DataWire fits the strategy of N.V.
ment of the utilisation of capacity through an optimal division
Holdingmaatschappij De Telegraaf to develop new concepts
of production over the locations is being pursued. The main
which are close to existing activities. Apart from this,
motive in doing so is that news ages increasingly faster and
DataWireSport, a joint venture of DataWire (70%) and ANP
readers therefore have to be reached as quickly and effi-
(30%), is one of the largest suppliers of sports results and
ciently as possible. Technology thus supports the process of
other sports information.
optimisation across almost the full width of the group.
Via PayperNews C.V., a 67.5% participation of DataB.V. Rotatiedrukkerij Voorburgwal has completed the
Wire, products are developed for the integral placement of
extension of the existing presses with extra full-colour sections
publications on the Internet and the paid supply of editorial
in December 2003. This means that 50% of the pages can
or other content. PayperNews offers the following three
be printed in full colour and the other 50% with single colours.
products:
This technically complicated extension has been worked on
since August 2000. With this increased capacity, daily news-
DIGI-dition enables publishers to publish the entire news-
paper De Telegraaf, among others, can benefit optimally
paper on the Internet, including photographs and
from a possible recovery of the economy.
advertisements.
DIGI-magazine is a product to publish magazines and
Telegraaf Media ICT B.V.
leaflets on the Internet.
A large part of the internal activities in the field of
DIGI-clips makes it possible to supply newspaper articles.
information and communication technology has been placed
in the subsidiary Telegraaf Media ICT (TMI) as of the beginning
The latter product is aimed at the market of cuttings
of 2004. Just like production and distribution, ICT is an
services and should start to realize turnover in the field of
essential link in the company processes. Optimisation of
syndication. For both DIGI-dition and DIGI-magazine a number
processes and production lead to a growing demand for ICT
of contracts have now been signed with parties in the
products and services. Further automation is necessary to
Netherlands and abroad.
lower the costs of the production process and at the same
time enable new operating initiatives. Combining ICT activities
24
A N N U A L
R E P O R T
DistriQ B.V.
(10%). The activities of MGW contributed positively to the
group results in 2003.
All knowledge and experience of the Telegraaf group
in the field of distribution has been combined in DistriQ.
Media Groep West has participations (50%) in exploi-
Through an intricate network of about 30,000 transporters,
tation companies for teletext (among others, SBS6, Net5
agents and delivery people, readers are being supplied with
and Veronica/Fox kids) and in Mobillion (35%). Mobillion
news via DistriQ. The strategic objective of DistriQ is to work
develops, exploits and facilitates added value services for
at the improvement of quality, efficiency and the realization of
the owners of mobile telephones.
synergy effects via the combining of knowledge and experience.
The growth of teletext-exploitation is expected to come
DistriQ makes it possible to not just look at distribution
from multi-media projects in cooperation with third parties.
as a cost centre, but also as an additional source of profit
A combination of teletext, Internet and printed media is
by offering the intricate network to third parties, such as
the basis for the development of new products. The newly
other newspaper and magazine publishers and customers
launched SBS Travel.nl is an example of this.
from other branches. DistriQ is a distribution organization
The services of Mobillion are placed into the market,
for printed media which operates nationally and distributes
sometimes under its own label, where the complete route
the daily newspapers of the Telegraaf group and Het Finan-
from service concept to marketing towards end users is
cieele Dagblad, among other publications. In addition, vari-
looked after. End users can be reached via interactive voice
ous door-to-door papers, magazines and advertising leaflets
response, SMS teletext, WAP, Internet, i-mode, EMS, MMS
are distributed.
or a combination of these types of media. Another substantial
growth of these services is foreseen for 2004.
In the course of 2003, DistriQ has succeeded in maintaining or improving the quality of distribution in almost all
Telegraaf Telemol B.V.
product-market combinations. Further optimisation of pro-
N.V. Holdingmaatschappij De Telegraaf and television
cesses and organization occurred by the implementation and
producer Endemol have started a cooperation (Telemol v.o.f.)
harmonization of ICT systems and a rigid personnel policy.
In 2002, three daily newspaper groups conducted an
with the object of developing and exploiting multi-media
experiment in joint delivery in a part of the province of Utrecht.
projects. Exploitation will occur via combinations of printed
After an evaluation of this experiment and, also influenced by
media, popular trade fairs, television, computers and tele-
the conditions imposed by the NMa, DistriQ has decided not
phone, which will vary per project. The joint venture is aimed
to participate in the national implementation of this project.
at the Dutch market and is presently in the preparatory
phase. In 2003, the project Sterrenbeurs was launched.
Telegraaf Expomedia Events
PARTICIPATIONS
Telegraaf Expomedia Events (50%), the cooperation
with the Expomedia Group, develops and exploits fairs and
events by linking specific interests of target groups to the
interests of exhibitors and sponsors.
Media Groep West B.V.
The cooperation with the Expomedia Group was actually
Media Groep West (MGW) has two shareholders: N.V.
started in 2003. Under the banner of Telegraaf Expomedia
Holdingmaatschappij De Telegraaf (90%) and UPC Nederland
Events, the first three consumer exhibitions were organized:
25
D
agblad De Telegraaf looks for
ways to strengthen its own
position in all sorts of areas, such
as supplying the contents of the
newspaper in different ways.
Removing thresholds in the physical
shape of the paper and topicality
play a large part in this. In seeking
new ways of distribution, the motto
is: availability everywhere, in every
form and at any time.
The present services which supply
information and entertainment to
mobile telephones form the second
generation in the development
that separates the internet from the
fixed computer.
At present, one mostly sees so-called
‘shovel content’: information from
existing internet activities which
turns mobile internet into a derivative
internet medium. This will change in
the future.
Mobile internet will develop into a
channel which will actually make it
possible to receive information
under all circumstances, at any time
and location. In this market,
De Telegraaf also wants to play the
prominent and self-evident role
which it has with regard to the
newspaper as a printed carrier
of information and on the
internet as a digital carrier of
information.
A N N U A L
R E P O R T
Landelijk Leven, Eten & Genieten and FAB, Fashion and Beauty.
of the declining economy, turnover again came under heavy
In addition to the organization of these and new events, the
pressure. Overcapacity in the market subsequently resulted
focus in 2004 will be on further extension of the cooperation
in lower margins on new orders. Further reorganizations
between Telegraaf Expomedia Events and the relevant titles
were required, for which another sharp provision had to be
within the group.
made. As a result for lack of sufficient bank-financing and in
connection with the continuity of the group, De Telegraaf
injected 1 25 million in the form of preference capital into
SBS Broadcasting B.V.
Against the issue of 10% shares SBS to Veronica
the Brouwer group in the first half of 2003. As a result the
Omroep Organisatie, SBS Broadcasting has become the
1 30 million, which was released with the merger in 2002,
owner of three Veronica companies as of September 2003:
was virtually completely re-invested. When the annual accounts
Veronica Uitgeverij, publisher of Veronica Magazine and
were being drawn up, a decision was taken with regard to a
Veronica Satellite, Veronica Litho and Veronica Digital. As a
depreciation of the provided financing of 1 58.1 million, on
result of this, the SBS broadcasting station V8 was trans-
the basis of the financial position of the Brouwer Groep at
formed into Veronica in the same month. Because of this
the end of 2003. In addition, it was decided to amortize in
merger, the share of De Telegraaf diluted from 30% to 27%
total the book value of the goodwill of 1 3.5 million. The net
and a net dilution profit of 1 13 million was realized, which has
effect amounts to a total of 1 48.9 million.
been incorporated under the results from participations.
B.V. Algemeen Nederlands
Persbureau ANP
The joint market share of SBS6, Net5 and Veronica in
the viewers’ market (target group aged 20-49) amounted to
N.V. Holdingmaatschappij De Telegraaf is a minority
an average of 25.4% in 2003, compared with a market
shareholder (28.4%) of the Algemeen Nederlands Pers-
share of 24.0% in 2002. The broadcasting station SBS6
bureau ANP in The Hague. ANP is the main news agency in
(12.8%) in particular, fared better than the previous year.
the Netherlands and serves daily newspapers, radio and
This was caused to some extent by broadcasting the qualifi-
television stations and ICT customers.
cation matches for the European Championships for national
Koninklijke Wegener N.V.
soccer teams in Portugal in 2004.
As of 31 December 2003, the share in Wegener
The joint market share of the three SBS broadcasting
consists of 10,594,763 certificates of ordinary shares of
stations in the advertising market amounted to 29.3% in
1 0.30 nominal value (an interest of 23.9%) and 2,593,030
2003, against 28.6% in 2002. The total television advertising
certificates of 6.84% cumulative preference shares of 1 0.30
market in the Netherlands amounted to about 1 700 million
nominal value (an interest of 32.1%).
in 2003. From the very first day, the three Veronica com-
The interest in ordinary shares was raised in 2003
panies contributed to profits. The Telegraaf share in the net
from 21.8% to 23.9% by the purchase of 1,001,285 certi-
result of SBS Broadcasting came to 1 17.9 million in 2003,
ficates of ordinary shares against an average rate of 1 4.15.
including the dilution profit of 1 13 million.
The rate per 31 December 2003 was 1 6.90. The average
purchase rate was 1 5.74. This means that the market value
of this package is 1 12.3 million higher than the book value.
Brouwer Groep B.V.
At the end of 2002 there still was a market value that was
The Brouwer Groep has had a turbulent year. As a result
27
A N N U A L
R E P O R T
1 10.6 million lower than the book value. This increase in
PROSPECTS
value has not been taken into account in the results over
2003.
The share in the preferred dividend over 2003 is
On balance, there was a stabilization in the advertising
accounted for under the results of participations; over 2002
market at daily newspaper De Telegraaf during the first nine
no dividend on ordinary shares was received.
weeks of 2004. Against an increase in the sector national
and local brands and services, stood another decrease in
BoHil Media B.V.
classified and personnel advertisements. Sp!ts realized an
In January 2003, Uitgeversmaatschappij De Telegraaf
increase in volume of 5%, while there was a decrease in
took a 20% share in BoHil Media in order to strengthen the
volume of 8% on average over this period for the magazines.
position in the water sports and camping market. BoHil Media
At the regional daily newspapers there still remained
is the publisher of ‘Boten’ and ‘Campers & Caravans’.
a decrease in volume by 6% on average. Personnel advertisements in particular also came under pressure here. The
AM van Gaal Media B.V.
advertising volume of the door-to-door papers decreased by
In April 2003 N.V. Holdingmaatschappij De Telegraaf
8%.
took a 20% share in AM van Gaal Media (AM Media). The
For 2004, an increase in advertising turnover of about
objective of AM Media is to expand into a middle-sized
5% is expected for the entire group. On the other hand,
publishing company within a number of years, with seven or
about 1 20 million in costs will be charged against results in
eight popular magazines, aimed at women in particular. The
connection with new initiatives, including the Sunday paper
first magazine has meanwhile been launched under the title
of De Telegraaf, which will appear from 21 March 2004.
AM magazine.
Barring unforeseen circumstances, this means that a
net profit in the order of 1 20 million is expected over the
whole of 2004.
28
A N N U A L
R E P O R T
of compliance with the code and which problems it expects
CODE CORPORATE
GOVERNANCE
to encounter in doing so. As publisher of, among other
products, daily newspapers, De Telegraaf is of the opinion
that it also serves a social interest next to the interest of the
shareholders. As a result, the continuity and independence
In the spring of 2003 the Tabaksblat-committee, named
of the group is considered to be of the greatest importance.
afters its chairman, was established to adapt the corporate
In some details, this leads to choices which differ from those
governance code which was drawn up by the Peters-com-
within the code, which places shareholders’ value first and
mittee five years ago, to the demands of present times. The
foremost.
draft of a new code was presented in July 2003, and on
N.V. Holdingmaatschappij De Telegraaf has a collegial
9 December 2003, the definite code, consisting of 21 prin-
governing board. Where the code mentions a chairman, the
ciples and 113 best practice provisions, was announced. As
complete Managing Board is considered to be indicated.
duly requested, the Managing Board and the Supervisory
Board of N.V. Holdingmaatschappij De Telegraaf sent a res-
Best practice provision II.1.1.
ponse to the draft code to the committee on 3 September
Period of appointment for a maximum of four years.
2003.
The company’s policy is that a director is employed by
Although a large number of definitions was written for
the company and is appointed for an unlimited period. A perio-
large cap funds in particular and not for small cap funds
dical appointment results in the risk of a conflict of interest
such as the Telegraaf group, and the code in many ways
between the long term for the company and the short term
represents an extra burden for these latter funds, N.V. Hol-
because of reappointment of the director. The shareholders
dingmaatschappij De Telegraaf can and wishes to comply with
can annually exert their influence during their meeting when
the definitions of the code in general. The Managing Board
discharging the Management Board from responsibility for
and the Supervisory Board share the basic assumption of
the policy pursued. The Supervisory Board evaluates the
the code corporate governance that the company represents
Management Board’s performance annually.
a long-term collaboration of all parties involved with the company. The interested parties are the groups and individuals
Principle II.2. remuneration/II.2.7.
who directly and indirectly influence the achievement of the
Maximum compensation for the dismissal of directors.
company’s objectives, or are being influenced by it, such as
This principle is shared only partly. As employees, the
employees, shareholders and other suppliers of capital, sup-
Management Board is in the service of the company and
ply companies, customers, but also the government and
has the same structure of terms of employment as the
social institutions. The Managing Board and the Supervisory
employees of the Telegraaf group. Compensation for dismissal,
Board have an integral responsibility for the evaluation of
if applicable, and sometimes determined by the authorized
these interests, which are generally aimed at the continuity
courts, also stems from this employment relationship. The
of the company. The code is effective from the financial year
group has remunerations for the Management Board which
which begins on or after 1 January 2004.
are, for the main part, fixed. The variable part involves the
group’s profit-sharing scheme, which applies to each emplo-
In this chapter, N.V. Holdingmaatschappij De Telegraaf
yee. The Telegraaf group does not have option schemes or
will indicate in which way it expects to give its interpretation
remuneration in the form of shares.
29
A N N U A L
R E P O R T
Best practice provision III.2.1.
Best practice provision III.7.2.
Independence of Supervisory Board members with
Possible ownership of shares by a Supervisory Board
the exception of maximally 1 person.
member in the company of which he is a Supervisory
If a majority of the Supervisory Board members is
Board member, for investment in the long term.
independent, as intended in III.2.2. (dependence criteria), a
The law provides sufficient guarantees for preventing
sufficient guarantee for independent supervision is provided.
the improper use of knowledge or prior knowledge.
Because of the social importance of our daily newspapers
and thus the long term vision of the company, much impor-
Best practice provision III.7.3.
tance is attached to having more than one Supervisory
Regulations and statement of the ownership of shares
Board member who has a high degree of involvement in the
of Supervisory Board members in securities other than
company through experience or ownership of shares.
those issued by his or her ‘own’ company.
This definition is not supported: it is considered to
Best practice provision III.3.5.
represent too great an infringement on the privacy of Super-
Maximum term of Supervisory Board members.
visory Board members.
Referring to that which is mentioned in III .2.1. this
provision is not shared and it is noted that there are many
Best practice provision IV.2.2.
functions in society which are filled for a longer period.
Board members of the trust office’s board are appointed
Experience and expertise are of great importance. A solidarity
by the management of the trust office.
with, and knowledge of the company prevails.
The present composition of the board complies with
Annex X of the Funds Regulations (Fondsenreglement). This
Best practice provision III.5.
provides a good balance between guaranteeing the interests
Constitution and role of the core committees
of the certificate holders on the one hand, and the company
of the Supervisory Board.
on the other hand. In this case, reference can be made to
The code has it that in case of a Supervisory Board
the earlier remark about the specific character of the
of more than four members, an audit, remuneration and
company and the social importance which daily newspapers
appointment and selection committee should be established.
represent. Two of the five board members are appointed
The present Supervisory Board consists of seven members.
on the recommendation of the Stichting Beheer van
The Stichting Beheer van Prioriteitsaandelen van N.V. Holding-
prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf.
maatschappij De Telegraaf has decided to reduce the
These members are of particular importance to ensure that
number of members to five, after the departure of Messrs
the affinity for and solidarity with the company of so large a
W. Overmars (2004) en W.H. Charles (2005). Because of
shareholder as the trust office, is guaranteed.
the engagement of the Supervisory Board members, the
different areas of expertise and the nature and size of our
Best practice provision IV 2.8.
company, we see no reason to establish these committees
Proxy votes.
Holders of certificates can unrestrictedly transfer
their certificates into shares in order to obtain the right to
vote. The granting of a proxy vote to certificate holders is
not a problem, in principle. The binding voting instructions
30
A N N U A L
R E P O R T
from a certificate holder to the board are not supported,
because the company is of the view that those persons who
wish to vote should also be present at the shareholders’
meeting.
Best practice provision IV.3.1.
Webcasting or such of analysts’ meetings, analysts’
presentations, presentations for (institutional) investors
and press conferences.
This definition is not shared as far as it concerns the
one-on-ones. Having shareholders follow presentations by
means of webcasting, seems very laborious. This subject will
be looked into further. After they end, presentations will be
placed on the website of the group (www.telegraafholding.nl).
The year 2004 will be used to develop a further
interpretation of the code with possible remarks and views
from the coming shareholders’ meeting and from the board of
the Stichting Administratiekantoor van Aandelen N.V. Holdingmaatschappij De Telegraaf.
31
A N N U A L A C C O U N T S
CONSOLIDATED BALANCE SHEET
(in thousands of euros)
(after appropriation of result)
31 December 2003
31 December 2002
Intangible fixed assets
132,446
143,628
Tangible fixed assets
213,677
236,603
Financial fixed assets
126,738
143,029
Fixed assets
Total fixed assets
472,861
523,260
Current assets
Inventories
20,598
12,688
107,606
118,073
3,570
3,603
61,674
69,143
Total current assets
193,448
203,507
Current liabilities
182,496
207,084
Receivables
Securities
Liquid assets
Current assets net
of current liabilities
10,952
–
483,813
Long-term liabilities
Provisions
Share third-parties
Shareholders’ equity
32
519,683
—,—
118
54,595
64,788
885
698
428,333
454,079
483,813
3,577
519,683
A N N U A L A C C O U N T S
CONSOLIDATED PROFIT AND LOSS ACCOUNT
(in thousands of euros)
2003
Net turnover
2002
683,556
Raw and auxiliary materials
704,462
75,782
87,049
208,342
216,696
Social security charges
48,153
47,738
Depreciation of tangible fixed assets
37,119
38,872
274,884
278,122
Wages and salaries
Other operating costs
Total operating expenditure
644,280
668,477
39,276
35,985
Operating profit before depreciation of goodwill
and other value adjustments of goodwill
Depreciation of goodwill
11,826
Other value adjustments of goodwill
14,233
3,574
—,—
15,400
14,233
23,876
21,752
Operating profit after depreciation of goodwill
and other value adjustments of goodwill
Income from participating interest
5,193
2,160
Interest income
5,025
5,947
177
262
Income from securities
Other value adjustments of financial fixed assets
–
58,094
Interest charges
–
1,730
—,—
–
1,898
Balance of financial revenues and charges
–
49,429
6,471
Pre-tax result from ordinary trading
–
25,553
28,223
1,321
12,491
26,874
15,732
Tax on the result of ordinary trading
After-tax result from ordinary trading
–
Extraordinary result before tax
—,—
Tax on extraordinary result
—,—
–
11,185
Extraordinary result after tax
Result after tax
32,420
–
Share third-parties
—,—
–
21,235
26,874
–
5,503
1,109
Net result
590
–
25,765
–
4,913
–
25,765
–
4,913
Result appropriation:
Other reserves
Dividend
p.m.
Result per share
33
p.m.
–
25,765
–
4,913
–
1 0.49
–
1 0.09
In een tijd van mondialisering
van het nieuws en uniformering
van het aanbod komen regionale
E
dagbladen
tegemoet
aan de behoefte aan herkenbaar-
xhibitions and events occupy an important place in
strengthening brands and entering new markets.
Telegraaf Expomedia Events (TE2), a cooperation
between NV Holdingmaatschappij De Telegraaf and
heid van de berichtgeving bij
Expomedia Group PLC develops and exploits exhibitions
lezers. Regionale dagbladen gaan
die bijzondere positie versterken
en beter benutten.
and events by linking specific interests of target groups
to the interests of exhibitors and sponsors.
One of the events organized in 2003 was ‘Eten & Genieten’
Dit naast optimalisering door
a four-day interactive event for anyone with a passion
scherpere aansturing op basis
for cooking and dining. A platform where selective
van
financiële
doelstellingen,
products are offered to a selective audience.
verbetering van technische pro-
This physical, three-dimensional meeting-place of supply
cessen en inzetbaarheid van
and demand represents an extension and an in-depth
medewerkers en meer focus op
development of the culinary columns. Exhibitions and
events thus become a new platform for sections of the
het benutten van de schaal-
present group of readers and advertisers.
voordelen die het concern als
The position of existing publications is strengthened and
geheel biedt.
the relationship with advertisers intensified. In addition,
Voor lezers zijn regionale dag-
the opportunity to generate an extra linkage of supply
and demand is offered.
bladen een onafhankelijke bron
van herkenbare informatie. Voor
adverteerders een bron van
kennis over de regionale markt
en de daarin aanwezige bedrijven
en branches.
Naar lezers kan die positie worden
benut door een onafhankelijke
infrastructuur te bieden voor
uitwisseling van meningen en
informatie. In de krant en met
andere eigen producten en evenementen. Naar adverteerders
kan de relatie worden versterkt
door uitbreiding van de dienstverlening. Zelfbewust, vanuit een
unieke positie in de regio.
A N N U A L A C C O U N T S
3. Valuation
PRINCIPLES
OF CONSOLIDATION,
VALUATION AND
DETERMINATION OF
THE RESULT
Intangible fixed assets
Goodwill, being the amount paid in excess of the value
on the date of acquisition of participations, business activities and publishing rights is amortised against the result
over a maximum period of twenty years. The value at the
time of acquisition is determined on the basis of the real
value of the acquired (underlying) assets and liabilities.
Tangible fixed assets
1. Consolidation criteria
These assets are valued at cost less straight-line
The consolidated accounts combine the financial data
depreciation, based on economic life expectancy. These
for parent company N.V. Holdingmaatschappij De Telegraaf,
rates are:
and its group companies.
4% or 5% per year on business premises depending on
Consolidation is effected in accordance with the
their nature or purpose.
principles of valuation and determination of the result of the
varying from10% to 20% per year on plant and machinery.
parent company. The financial data of the group companies
20% per year on all other operational fixed assets.
are fully included in the consolidated annual accounts after
operational fixed assets subject with a rapid technical
elimination of intercompany relations and transactions.
and/or economic obsolescence are written off over a
Minority interest in shareholders’ equity and in the
period of three years.
result of group companies are shown separately in the
consolidated annual accounts. The results of newly acquired
Ground rent is amortised in accordance with the ground
group companies are included in the consolidation from the
lease term in question. Land is not subject to depreciation.
date of acquisition. The results of participation disposed of
Fixed assets under construction are valued at the amounts
by the company are included in the consolidation up to the
contracted for construction projects, plant and machinery.
divestment date.
With regard to the profit and loss account of N.V. Hol-
Financial fixed assets
dingmaatschappij De Telegraaf use has been made of the
Participations in which N.V. Holdingmaatschappij De
exemption provided for in section 402, Book 2, of the Dutch
Telegraaf is able to exert significant businesslike and finan-
Civil Code.
cial influence are valued at the proportion of the net value
asset, calculated in accordance with the parent company’s
2. Conversion of foreign currencies
accounting principles. Other participations are stated at the
The participation in Sweden is considered an indepen-
price of acquisition.
dent foreign entity. The assets and liabilities of these
participations are converted at the price on the balance
Long-term receivables are stated at their nominal value
sheet date, while results are converted at the average
less any provisions deemed necessary.
price at the time of the transaction. The difference is
directly accounted for in shareholders’ equity.
35
A N N U A L A C C O U N T S
Inventories
The provision for supplementary retirement benefits
Inventories of paper, where it concerns quantities that
consists of the cash value of the retirement benefits allowed
were also in stock in previous years, are valued at the lower
and the pension contributions of employees who have been
of cost price prevailing during those years and market price
sick over a long period, plus the cash value of the share of
as at the balance sheet date, and where it concerns the
the health insurance of pensioners payable by the company.
surplus, at the lower of cost price and market price.
The provision is determined on an actuarial basis of 4%
The other inventories are valued at the lower of
(employees sick over a long period) or 5% (pensioners).
purchase price and market value.
The provision for supplementary disability benefits
Receivables
includes the allowance payable on top of the salary of
Receivables are shown at nominal amounts less
employees whose employment is terminated in connection
provisions for bad debts where necessary.
with the granting of a disability allowance under the Invalidity
Insurance Act. The provision is determined on an actuarial
Securities
basis of 5%. The provision for reorganisations involves finding
Securities are shown at the lower of cost and market
alternative employment, redundancy compensation as well
price as at the balance sheet date.
as retraining and additional training at the Amsterdam
businesses, Media Groep Limburg B.V. and Hollandse Dagblad-
Liquid assets
combinatie B.V. The provision is taken against fixed-interest
These are stated at nominal amounts.
securities.
4. Determination of the result
Current and long-term liabilities
The turnover is the proceeds charged to third parties
The current and long-term liabilities are stated at
and arising from services provided to third parties during
nominal amounts.
the financial year after allowing for VAT and discounts.
Profits are taken only insofar as they are realised as
Provisions
of the balance sheet date.
The provision for deferred taxation relates to the
deferred tax liability arising from the difference between the
Costs and risks incurred before the end of the
valuation of assets and liabilities for commercial and tax-
financial year are taken into account insofar as they can be
purposes. As far as it is permitted any deferred tax debet is
anticipated.
In determining the result, account is taken of any
set off against deferred tax liabilities.
special decline in value of fixed assets. This occurs if the
Calculation of this liability, which is shown at nominal
realisable value of fixed assets is lower than the book value
value, is based on the current company tax rate.
The provision for early retirement is stated at the cash
of the asset in question. Special losses relating to a decline
value of the commitment to supplement amounts in excess
in value are taken direct to the result. Thus adjusted, the
of the early retirement benefit limit. The commitment to
book value of the fixed assets in question is written down
supplement covers a period of three to five years up to the
over its remaining life.
The share in the result for the financial year is
age of 65. The provision is determined on an actuarial
shown under ’income from participating interests’ where it
basis of 5%.
36
A N N U A L A C C O U N T S
Exchange rate differences regarding resources are
concerns participations in which the company is able to
included separately in the cash flow.
exert significant influence. This result is determined on the
basis of the general principles of valuation and determination
6. Segmented information
of results. In respect of the other participations, dividend
received is also shown under income from participations; if
As a result of the divestment of the printing activities
any dividend is receivable on preference shares, this shall be
as of 2002 the group’s activities solely consist of the
attributed to the year in which the right to such dividend
publishers segment.
arose, unless receipt is uncertain.
7. Earnings per share
Company tax is calculated on the result, taking into
Earnings per share are being determined by dividing
account tax allowances, including the substantial holding
the portion of the result for the financial year available to
exemption, and allowing for amounts that are not tax-
ordinary shareholders by the weighted average number of
deductible. The difference with the amount in tax payable
ordinary shares outstanding during the financial year.
according to the profit calculation for tax purposes is shown
in the provision for deferred taxation.
Extraordinary income and expenditure are generated
by actions and events, which can be cleary distinguished
from activities within the scope of the company’s normal
business operations and, as a result, are rarely recurrent.
5. Consolidated cash flow statement
The cash flow statement is prepared with the indirect
method. The liquid funds in the cash flow statement consist
of liquid assets and securities.
The securities may be regarded as highly liquid investments.
Cash flows in foreign currencies are converted at an estimated
average exchange rate.
Income and expenditure relating to interest, dividends
received and income tax are stated under cash flow from
operational activities. Paid dividends are shown under cash
flow from financing activities. The acquisition price of group
companies is shown under cash flow investment activities insofar as payment has been made in cash. The liquid funds
held by newly acquired group companies are deducted from
the acquisition price.
37
A N N U A L A C C O U N T S
NOTES TO THE CONSOLIDATED BALANCE SHEET
(in thousands of euros, unless otherwise stated).
31 December 2003
31 December 2002
FIXED ASSETS
Intangible fixed assets
Goodwill
132,446
143,628
Position as at beginning financial year
143,628
146,612
Add: – Goodwill paid on acquistion or
expansion of participating interests
4,218
Less:– Depreciation
–
–
14,233
—,—
–
364
– Deconsolidation
– Downward value adjustment
–
11,613
11,826
3,574
—,—
Position as at end financial year
132,446
143,628
Total of depreciation and downward value adjustments
146,423
131,023
The downward value adjustment of goodwill relates to the Brouwer Groep. The performance and profit of this participation
fell considerably short of expectations with the forecast at the time of acquisition. The goodwill of the Brouwer Groep is
marked down till nil.
Financial year 2003
Purchase cost
up to 2003
Tangible fixed assets
Depreciation
up to 2003
Book value
31-12- 2003
Land and buildings1)
227,005
126,212
100,793
Plant and machinery
247,775
179,073
68,702
Other fixed assets
154,277
120,407
33,870
10,312
—,—
10,312
639,369
425,692
213,677
Fixed assets under construction
Financial year 2002
Purchase cost
up to 2002
Tangible fixed assets
Depreciation
up to 2002
Book value
31-12- 2002
Land and buildings 1)
229,951
129,152
100,799
Plant and machinery
239,929
178,219
61,710
Other fixed assets
158,066
122,219
35,847
38,247
—,—
38,247
666,193
429,590
236,603
Fixed assets under construction
Buildings are insured on the basis of reinstatement value, the other assets on the basis of the cost of new construction. The
insured sum amounts to 1 683 million (previous year 1 637 million). The item fixed assets in progress relates to buildings
and/or plant and machinery at: B.V. Rotatiedrukkerij Voorburgwal, Hollandse Dagbladcombinatie B.V., B.V. Dagblad De Telegraaf,
Media Groep Limburg B.V., DistriQ B.V. and Uitgeversmaatschappij De Trompetter B.V.
1) These items include the ground rent bought off in respect of the business sites of the group companies in Amsterdam.
As at 31 December 2003 the book value of this amounts to: 1 5,517,000 (previous year: 1 5,758,000).
38
A N N U A L A C C O U N T S
Movements in tangible fixed assets:
Book value as at January 2003
Investments
Land
and
buildings
Plant
and
machinery
Other
fixed
assets
Fixed
assets under
construction
Total
100,799
119
61,710
35,847
38,247
236,603
2,658
20,238
1,821
24,836
Disinvestments
–
4,397
–
188
–
4,694
Depreciation
–
8,764
–
9,935
–
19,130
Assets under construction put into operation
Book value as at December 2003
13,036
14,457
1,609
100,793
68,702
33,870
31 December 2003
–
–
654
–
9,933
—,—
–
37,829
29,102
—,—
10,312
213,677
31 December 2002
FINANCIAL FIXED ASSETS
Non-consolidated participating interests
Wegener N.V., Apeldoorn (23.9%, previous year 21.6%) 1
78,973
74,820
Bohil Media B.V., Amsterdam (20%)
163
—,—
Brouwer Groep B.V., Leusden (43%)
—,—
11,651
35,266
17,385
11
11
2,208
2,123
—,—
431
75
11
1,559
1,661
—,—
130
18
18
—,—
787
SBS Broadcasting B.V., Amsterdam (27%, previous year 30%)
TV Krant Nederland, Den Helder (9.6%)
B.V. Algemeen Nederlands Persbureau ANP, The Hague (28.4%)
C.V. GBB De Nieuwsbrengers (33.3%)
De Nationale Regiopers, Almere (19.6%)
V.o.f. SBS 6 Text (45%) / V8 Fox kids text, v.o.f. A’dam (45%)
Autobytel Nederland v.o.f., Almere (37.5%)
NWI Services B.V., De Bilt (20%) / Interactive Real Estate
Estate B.V., Hilversum (50%)
Amse B.V., Arnhem (5%)
AM van Gaal Media B.V., Amsterdam (20%)
1,000
—,—
Omroepbedrijf Limburg B.V., Maastricht (45%)
603
26
Televisiebedrijf Limburg B.V., Maastricht (45%)
1,410
636
169
29
Mobillion B.V., Ede (31,5%),
RKK C.V. (24%)
Receivable from participating interest
Other long-term receivables
Total financial fixed assets
—,—
7
121,455
109,726
2,616
32,427
2,667
876
126,738
143,029
Because of the merger of SBS Broadcasting B.V. and Veronica the share in SBS Broadcasting diluted from 30% to 27%.
The diluted profit of 1 13 million is included in proceeds from participations. Participations in Wegener N.V. and AM van Gaal
Media B.V. are valued at acquistion price. According to Wegeners’s annual report of 2002, the shareholders’ equity of Wegener
amounts to 1 351,679,000 and a loss of 1 6,638,000. AM van Gaal Media B.V. was established in 2003.
1) As at 31 December 2003 the total market value, i.e. market value of ordinary shares and issueing price of cumulative preference shares, of
the package of Wegener N.V. amounted to approximately 1 91 million.
39
A N N U A L A C C O U N T S
Movements in financial fixed assets:
Other participating
Receivables from
Other
interests
participating interests
receivables
Book value as at 1 January 2003
Add: – Investments
– Share in result
Less:– Value adjustment
– Remittance/repayment
109,726
32,427
876
143,029
33,139
3,504
2,627
39,270
3,929
—,—
—,—
3,929
–
21,651
–
30,000
–
3,688
–
3,315
Book value as at 31 December 2003
Total
121,455
–
2,616
—,—
–
51,651
836
–
7,839
2,667
126,738
The change in value of the participations and the account receivable is related to the Brouwer Groep. As far as this participation is concerned, the performance and profit fell considerably short of expectations with the forecast at the time of
acquisition and the additional procurement of capital in 2003. The participation and the claim on the participation have been
marked down to nil. The value adjustment in the profit and loss account also includes a downward value adjustment of a claim
of 1 6.4 million on the Brouwer Groep, which was included in the item current liabilities.
31 December 2003
31 December 2002
CURRENT ASSETS
Inventories
Raw materials
19,841
11,757
757
931
20,598
12,688
69,463
72,842
602
6,500
22,818
10,788
Pension contribution
—,—
463
Other receivables
655
734
14,068
26,746
107,606
118,073
3,570
3,603
61,674
69,143
Auxiliary materials
The purchase cost of the stock of raw materials
amount to 1 21.5 million (previous year: 1 14.1 million).
Accounts receivable
Trade receivables
Participations
Company tax
Accrued income
Securities
Government bonds
Liquid assets
Cash and bank balances
Liquid assets are freely available.
40
A N N U A L A C C O U N T S
31 December 2003
31 December 2002
CURRENT LIABILITIES
Prepaid subscriptions
34,869
37,244
Suppliers
22,954
35,391
Participating interests
2,271
—,—
Taxes and social insurance premiums
9,356
11,044
Pension liabilities
569
—,—
Dividend
—,—
5,775
Other liabilities
—,—
906
112,477
116,724
182,496
207,084
Accruals and deferred income
PROVISIONS
Position at
1–1– 2003
Allocations
342
476
14,835
2,768
Deferred taxation
Early retirement
Withdrawals
Release
Position at
31–12– 2003
–
616
—,—
202
–
2,627
—,—
14,976
Pension allowance supplements
7,502
9,159
–
8,285
—,—
8,376
Disability benefit supplements
4,769
5,283
–
4,976
—,—
5,076
37,340
3,111
–
8,986
–
5,500
25,965
64,788
20,797
–
25,490
–
5,500
54,595
Reorganisation provisions
The short-term liabilities amount to approximately 1 16.1 million (previous year: 22.3 million).
This short-term liability is included in accrued liabilities.
SHAREHOLDERS’ EQUITY
For the notes to shareholders’ equity, please refer to
balance sheet of N.V. Holdingmaatschappij De Telegraaf.
41
A N N U A L A C C O U N T S
NOTES TO THE CONSOLIDATED PROFIT
AND LOSS ACCOUNT
(In thousands of euros, unless otherwise stated).
2003
2002
Net turnover
Breakdown of the net turnover
by geographical area:
The Netherlands
666,855
687,963
Other EU states
16,625
16,421
76
78
683,556
704,462
71,679
82,951
4,103
4,098
75,782
87,049
208,342
216,696
2,271
2,295
Hollandse Dagbladcombinatie B.V., Haarlem
925
1,025
Hollandse Huis-aan-huisbladen Combinatie B.V., Amsterdam
460
460
Media Groep Limburg B.V., Heerlen
Other European states
Raw and auxiliary materials
Paper and ink
Auxiliary materials
Wages and salaries
In 2003 the average work force of the group in FTEs
totalled 4,459 and in 2002 4,690.
Breakdown of the work force by operating company
as at year-end:
Amsterdam businesses
554
634
De Telegraaf België, Brussels
5
5
Media Groep West B.V., Amsterdam
4
4
27
25
Uitgeversmaatschappij De Trompetter B.V., Roermond
96
96
DataWire B.V., Amsterdam
15
9
4,357
4,553
TTG Sverige AB, Stockholm
42
A N N U A L A C C O U N T S
2003
2002
Social insurance contributions
Pension charges
21,542
18,189
Other social security charges
26,611
29,549
48,153
47,738
Land and buildings
8,764
6,850
Plant and machinery
9,935
15,323
19,130
19,270
Depreciation of tangible fixed assets
Other fixed assets
37,829
Result disposed tangible fixed assets
–
41,443
710
–
37,119
2,571
38,872
Note to company taxation
Result before tax
–
25,553
Company tax on this at the prevailing rate 34.5%
–
–
4,197
8,816
–
1,448
Company tax in conformity with the consolidated
profit and loss account: 1)
– on the result on ordinary activities
1,321
– on the extraordinary result
12,491
—,—
–
11,185
1,321
Difference in tax burden
–
10,137
1,306
–
2,754
This difference is built up as follows:
– tax allowances
517
– non tax-deductible amounts (notably depreciation of goodwill)
387
–
5,082
–
3,384
–
5,572
–
10,137
–
2,754
—,—
–
32,240
—,—
–
32,240
– balance of the result falling under the
substancial holding exemption
243
Extraordinary result before tax
Extraordinary expenditure 2)
Result per share
In 2003, the total number of shares averaged 52,500,160 (2002: 52,500,160).
Net loss for 2003 amounted to 1 25,765,000 (2002: net los 1 4,913,000).
The loss per share amounts to in 2003 1 0.49 (2002: loss per share 1 0.09).
1) Company tax includes in accordance with the consolidated profit and loss account a withdrawal from the provision of 1 0.1 million
(2002: withdrawal of 1 4.6 million).
2) In the extraordinary expenditure an allocation to the reorganisation provisions is accounted for at the Amsterdam operations,
Hollandse Dagbladcombinatie B.V. and Media Groep Limburg B.V.
43
Fijne
partyboy
s
min
JOUW
BESTE
PARTY
LOOK
i-pos
te
rs
Launching CosmoGIRL! in the market by
De Telegraaf Tijdschriften Groep (TTG) in
cooperation with Hearst Magazines International,
fits that picture.
Dit vindt hij
heel sexy
Uit Lizzie McGuire
Hilary
Duff
De regels van vriendschap
De leukste
vriendin ben jij
Power door je
sterrenbeeld
www.cosmogirl.nl
strengthening brand perception is of great
importance to publishers of popular magazines.
mer
Feestnum
● ultieme glamour-outfits
● glitter-trends onder € 30
● 100+ make-over tips
December 2003 nr.12 € 2,95
S
pecialisation in areas of interest and
Mooi, populair en rijk
Zo doet ze dat
CosmoGIRL!, is a glossy magazine aimed at girls
aged 14-18. Until last year, no glossies for this
quiz:
WAAROM
HEB JIJ
GEEN
LOVER?
REAL-LIFE STORY
‘Ik heb aids’
segment existed yet. Glossy means: better paper,
more attractive photography and a glued spine
instead of staples. Advertisers’ products show
up better in this more luxurious environment.
Outside the Netherlands, glossies for this target
group have already seen an enormous boom.
CosmoGIRL! complements the portfolio of TTG
because the target group’s age comes exactly
under that of Starstyle (another successful TTG
publication).
CosmoGIRL! is clearly popular. This is shown by
the sales figures of the first publications: more
than 75,000 copies. CosmoGIRL! has immediately
acquired a top position in the market of magazines
for this target group.
A N N U A L A C C O U N T S
CASH FLOW STATEMENT
(consolidated)
(In thousands of euros).
2003
2002
Cash flow from operational activities
Operating profit
23,876
21,752
49,655
55,676
3,574
—,—
15,591
1,106
Adjustments for:
– Depreciation
– Other downward value adjustment fixed assets
– Changes in short-term receivables
– Changes in inventories
–
7,909
–
2,793
–
4,491
–
12,686
–
10,052
–
18,848
– Changes in debts to suppliers and
and other current liabilities
– Changes in provisions
Cash flow from operations
70,244
44,207
Dividend received from participating interests
1,264
2,213
Interest received/paid
3,758
Paid/received in respect of extraordinary result
Tax on profit
–
4,311
—,—
–
654
13,094
–
17,018
Cash flow from operational activities
62,172
33,059
Cash flow from investment activities
Investment in intangible fixed assets
–
2,711
–
11,613
other financial fixed assets
–
31,431
Investments of tangible fixed assets
–
24,836
–
38,339
Change in accounts payable investments
–
14,743
–
10,199
Acquisition /divestment of group companies and
Disinvestments of tangible fixed assets
41,710
9,933
Cash flow from investment activities
31,651
–
63,788
13,210
Cash flow from financing activities
Dividend paid
–
5,775
–
5,775
Changes in long-term liabilities
–
118
–
2,424
Cash flow from financing activities
–
Exchange rate differences
Changes in liquid assets (securities included)
–
45
5,893
–
8,199
7
6
7,502
38,076
A N N U A L A C C O U N T S
BALANCE SHEET OF
N.V. HOLDINGMAATSCHAPPIJ DE TELEGRAAF
(In thousands of euros).
31 December 2003
31 December 2002
Fixed assets
Intangible fixed assets
Goodwill
37
5,345
—,—
406
442,705
427,388
38,474
31,975
454
31,207
1,199
1,705
Tangible fixed assets
Other fixed assets
Financial fixed assets
Participating interests in group companies
Other participating interests
Receivable on minority interests
Deferred receivable tax
Other receivables
511
352
483,343
492,627
Total fixed assets
483,380
498,378
Current assets
Receivables
Receivable on minority interests
Tax and premiums social insurance contributions
Pension contribution
Other receivables
Accrued income
Liquid assets
Total current assets
—,—
8,082
29,334
14,697
500
673
17
70
2,150
441
103
260
32,104
24,223
39,002
19,223
—,—
5,775
Current liabilities
Banking institution
Dividend
Other liabilities
Accrued liabilities
Current assets net of current liabilities
349
669
12,559
4,870
51,910
30,537
–
19,806
463,574
46
–
6,314
492,064
A N N U A L A C C O U N T S
31 December 2003
31 December 2002
Provisions
Early retirement
14,922
14,781
Pension allowance supplements
7,370
—,—
Disability benefit supplements
5,030
—,—
Reorganisation provisions
7,919
23,204
35,241
37,985
Shareholders’ equity
Issued capital
Statutory reserves
Other reserves
13,125
13,125
115
96
415,093
440,858
428,333
454,079
463,574
492,064
PROFIT AND LOSS ACCOUNT OF
N.V. HOLDINGMAATSCHAPPIJ DE TELEGRAAF
(In thousands of euros).
2003
Net income from participating interests
2002
19,440
11,165
Other net income and expenditure
–
45,205
–
16,078
Result after tax
–
25,765
–
4,913
47
D
IGI-dition enables the
publication of printed products
on the internet.
Complete pages are presented in
a version that is virtually identical
to the printed one. Articles and
advertisements can be opened with
a click of the mouse and read on
the monitor in enlarged form.
The objective of DIGI-dition is to offer
publishers a full digital equivalent
of the paper version of their
publication, without high investment
and major changes in processes.
Content that has already been
published can thus be re-used for
internet applications. For instance,
for interactive digital archives and
news-alert services.
The worldwide simultaneous
availability increases the circulation
area and the circulation possibilities.
DIGI-dition realises interactivity
through the possibility to hyperlink
to websites within one’s own
organisation, those of advertisers,
or to other sources of information.
DIGI-dition offers advertisers new
alternatives, makes it possible
to offer existing subscribers extra
service and bring in new subscribers
with different types of subscription
and in other circulation areas, only
digitally or in combination with the
paper publication.
A N N U A L A C C O U N T S
NOTES TO THE BALANCE SHEET
AND PROFIT AND LOSS ACCOUNT
For the general accounting principles and the principles for the valuation of assets and liabilities and the determination of the
result, reference is made to the notes to the consolidated balance sheet and profit and loss account. Group companies are
shown at their net asset value.
2003
2002
FIXED ASSETS
Intangible fixed assets
Goodwill
Book value as at 1 January
5,345
1,120
Goodwill paid for acquisition and/or extension
participating interest
—,—
5,958
Depreciation charged to the result
–
1,734
Downward value adjustment
–
3,574
—,—
37
5,345
Book value as at 31 December
–
1,733
Financial fixed assets
Group companies with registered offices
This item includes the following group of companies and receivables in respect of these group companies:
- Uitgeversmaatschappij De Telegraaf B.V., Amsterdam
- B.V. Uitgeverij De Echo, Amsterdam
- B.V. Dagblad De Telegraaf, Amsterdam
- B.V. Reclame ‘t Gooi, Hilversum
- B.V. Rotatiedrukkerij Voorburgwal, Amsterdam
- B.V. Noorderpers, Hoorn
- B.V. Woonkrant.nl, Haarlemmermeer
- Uitgeversmaatschappij Limburgs Dagblad B.V., Heerlen
- B.V. Beleggingsmaatschappij Voorburgwal, Amsterdam
- Media Groep Limburg B.V., Heerlen
- De Telegraaf Tijdschriften Groep B.V., Amsterdam
- Grafisch Bedrijf Media Groep Limburg B.V., Venlo
- TTG Sverige AB, Stockholm
- Uitgeversmaatschappij De Limburger B.V., Maastricht
- TTG Hearst B.V., Amsterdam
- Limburgse Dagbladen Combinatie B.V., Maastricht
- Twickel B.V., Amsterdam
- Uitgeversmaatschappij De Trompetter B.V., Roermond
- BasisMedia B.V., Amsterdam
- De Kempen Pers B.V., Hapert
- Hollandse Dagbladcombinatie B.V., Haarlem
- Datawire B.V., Amsterdam
- HDC Uitgeverij Zuid B.V., Haarlem
- DWC B.V., Roermond
- Verenigde Noordhollandse Dagbladen B.V., Alkmaar
- Telegraaf Media Management B.V., Amsterdam
- B.V. Drukkerij Noordholland, Hoorn
- Telegraaf Events B.V., Amsterdam
- B.V. Agentenadministratiekantoor ‘t Gooi, Hilversum
- Telegraaf Telemol B.V., Amsterdam
- Uitgeversmaatschappij Hollands Noorderkwartier B.V., Amsterdam
- DistriQ B.V., Amsterdam
- Exploitatiemaatschappij G en E Vastgoed B.V., Hilversum
- Telegraaf Distri B.V., Amsterdam
- Goois Weekblad B.V., Hilversum
- Regio Distri B.V., Amsterdam
- Hollandse Huis-aan-huisbladen Combinatie B.V., Amsterdam
- Media Groep West B.V., Amsterdam (90%)
- Uitgeverij Van Groenigen B.V., Haarlemmermeer
- Regio-i B.V./C.V., Almere (75%)
- Uitgeverij Hoevelaken Beheer B.V., Amsterdam
- Media Menu Beheer B.V./C.V., Groningen (75%)
49
A N N U A L A C C O U N T S
The annual accounts of these group companies are included in the consolidated balance sheet and profit and loss account.
31 December 2003
31 December 2002
Group companies
Visual equity
167,155
137,247
Receivables and liabilities on balance
275,550
290,141
442,705
427,388
Other participating interests
This item relates to the minority interest in:
SBS Broadcasting B.V. (27%, previous year 30%), Amsterdam
AMS Europe B.V. (8.67%), Arnhem
35,266
17,385
—,—
787
2,208
2,123
—,—
11,651
1,000
—,—
—.—
29
B.V. Algemeen Nederlands Persbureau ANP
(28.4%), The Hague
Brouwer Groep B.V. (43%), Leusden
AM Media B.V. (20%`), Amsterdam
Mobillion B.V. (31.5%), Ede
38,474
31,975
Receivable on minority participating interest
454
31,207
1,199
1,705
511
352
483,343
492,627
Deferred tax receivable
Other receivables
Outstanding
Total financial fixed assets
Movements in financial fixed assets:
Group
companies
Position as at 1 January 2003
Add: – Investments
– Share in result
Less: – Value adjustment
Other
participating
interests
31,975
31,207
2,057
1,199
26,000
3,000
159
16,390
3,050
—,—
—,—
–
—,—
21,651
–
30,000
—,—
—,—
–
2,499
—,—
—,—
—,—
– Dividend paid
–
2,226
–
871
– Other changes
–
46
–
29
Position as at 31 December 2003
Other
receivables
427,388
—,—
– Payment/repayment
Receivable on
minority participating interests
442,705
50
38,474
–
1,254
454
–
506
1,710
A N N U A L A C C O U N T S
31 December 2003
31 December 2002
PROVISIONS
In 2003 a number of the group’s provisions were reallocated.
For the notes to the provisions, please refer to the notes
to the consolidated balance sheet.
SHAREHOLDERS’ EQUITY
Issued capital
The authorised capital amounts to
1 50,000,000 divided into shares of 1 0.25 par value.
Statutory reserves:
Ordinary shares (including 1 240 priority shares)
13,125
13,125
96
90
Statutory reserves
Position as at beginning of the financial year
Add: foreign exchange differences
Position as at the end of the financial year
19
6
115
96
440,858
451,546
Other reserves
Position as at the beginning of the financial year
Less: from processing loss
–
Less: dividend
25,765
–
4,913
—,—
–
5,775
Position as at end of the financial year
415,093
440,858
Total shareholders’ equity
428,333
454,079
51
A N N U A L A C C O U N T S
Standard
Deferred
remuneration remuneration
REMUNERATION MANAGING BOARD
AND EX-MANAGING BOARD
Managing Board
F.Th.J. Arp
462,018
45,760
W.O. Kok
462,018
19,193
J. Olde Kalter
462,018
183,518
A.J. Swartjes
462,018
86,452
1,848,072
334,923
L.G. van Aken
—,—
58,787
H. Schor
—,—
58,350
—,—
117,137
Ex-Managing Board
Standard
Deferred
remuneration remuneration
REMUNERATION SUPERVISORY BOARD
A.J. van Puijenbroek
23,370
—,—
W.H. Charles
19,966
—,—
mrs J.A. Brewer-de Koster
6,655
—,—
mrs M. Tiemstra
9,983
—,—
L.G. van Aken 1)
—,—
—,—
W. Overmars
19,966
—,—
W. van Voorden
19,966
—,—
H.L. Weenen
19,966
—,—
119,872
—,—
The remuneration and any other terms of employment in respect of every director are determined by the Supervisory Board,
in accordance with the resolutions of Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf. Besides
the fixed components of the remuneration, the group profit sharing scheme also applies to the Managing Board.
The remuneration policy does not provide for a bonus scheme or share option scheme.
The renumerations included the salaries of the members of the Managing Board and former members of the Managing Board
amounted to 1 2.1 million in 2002. Remuneration to the Supervisory Board amounted to 1 119,119 in 2002.
As at 31 December 2003 the total amount of shares/depositary receipts N.V. Holdingmaatschappij De Telegraaf of the joint
Supervisory Board 21,200 and of the Managing Board 1,936.
1) No remuneration pursuant to early retirement claim.
52
A N N U A L A C C O U N T S
Commitments and contingent liabilities
Pursuant to section 403, paragraph 1, sub f , Book 2 of the Dutch Civil Code, the company has assumed liability for any debts
arising from legal actions of the group companies consolidated under financial fixed assets, excluding Media Groep West B.V.,
Franken Beleggingsmaatschappij B.V., Mobillion B.V., Telemol B.V., Telegraaf Events B.V. and Drukkerij Van Groenigen B.V.
As part of the sale of its participation in SBS Radio B.V., N.V. Holdingmaatschappij De Telegraaf has a contingent liability for
subsequent payment. This liability becomes instant if Radio Noordzee loses its broadcasting licence before 1 September 2010.
The extent of the possible liability declines from a maximum of 1 0.9 million in 2004 to 1 0.5 million in 2010. Because of the
merger between the Biegelaar Groep B.V. and the Brouwer Groep B.V., N.V. Holdingmaatschappij De Telegraaf has possible
liabilities with respect to mutual guarantees.
Uitgeversmaatschappij De Telegraaf B.V. has an obligation to purchase the remaining 80% of the shares in BoHil Media B.V.
The delivery of the shares and the determination of the purchase price will, however, only occur at the end of 2004 or at the
end of 2005. The extent of the actual obligation can therefore not be estimated as yet.
The Pensioenfonds (pension fund) of Hollandse Dagbladcombinatie B.V. will be integrated into the Telegraaf Pensioenfonds as
from 1 January 2004. In connection with the harmonization of the percentages of the degree of cover, in accordance with
the principles of the Telegraaf Pensioenfonds, there will be an evaluation as of 1 January 2010 with regard to the extent to
which this harmonization has been realized. From that date, it will be considered in which way a possible remaining difference
in the degree of cover percentages will be dealt with. The period of harmonization may possibly be extended.
Amsterdam, 11 March 2004
Managing Board
Supervisory Board
F.Th.J. Arp
A.J. van Puijenbroek
J. Olde Kalter
W.H. Charles
A.J. Swartjes
mrs M Tiemstra
W.O. Kok
L.G. van Aken
W. Overmars
W. van Voorden
H.L. Weenen
53
OTHER
D ATA
PUBLICATIONS AND ACTIVITIES OF
DE TELEGRAAF COMPANY PER JANUARY 2004
Newspapers
Magazines
Sweden
Amstelland/Haarlemmermeer
www.cosmopolitan.se
Witte Weekblad
Zondagochtendblad
De Telegraaf
Netherlands
www.batnytt.se
Sp!ts
Privé
www.vibatagare.se
Limburgs Dagblad
Esquire
www.golfdigest.se
’t Gooi and surrounding area
Dagblad De Limburger
Cosmogirl!
www.residence.se
De Gooi- en Eembode
Haarlems Dagblad
Elegance
www.marinan.com
Laarder Courant De Bel
IJmuider Courant
MAN
Leidsch Dagblad
Residence
Other
Vecht-Journaal
De Gooi- en Eemlander
Hitkrant
Internet activities
Baarns Weekblad
Almere Vandaag
Gardens & Country
Noordhollands Dagblad
Autovisie
www.dft.nl
including:
FHM (For Him Magazine)
speurders.nl
Alkmaarsche Courant
Starstyle
autotelegraaf.nl
Flevoland
Schager Courant
Chapeau! (issued by MGL)
elcheapo.nl
De Almare (3 editions)
Enkhuizer Courant
Nummer 1 (issued by MGL)
vacaturekrant.nl
Zondagochtendblad
Dagblad voor West-Friesland
Autotelegraaf Magazine
weerkamer.nl
Nieuwsblad voor Huizen
Woonbode
Helderse Courant
Wijdemeren Journaal
woonkrant.nl
Haarlem and surrounding area
Dagblad Kennemerland
Sweden
reiskrant.nl
Nieuwsblad De Kennemer
Dagblad Zaanstreek
Vi Båtägare
www.limburgpersoneel.nl
Haarlems Weekblad
Dagblad Waterland
Båtnytt
www.limburgopwielen.nl
Heemsteedse Courant
Golf Digest
www.spitsvacatures.nl
Nieuwsblad IJmuiden
Internet
Residence
www.zorgvacatures.nl
Nieuwsblad Santpoort
www.telegraaf.nl
Cosmopolitan
www.limburgwonen.nl
& Velserbroek
www.basismedia.nl
Sporres Bazaar
www.autocircuit.nl
Zondagochtendblad
www.spitsnet.nl
Allt om Kök och Bad
www.woneninholland.nl
www.groeneweekblad.nl
www.haarlemsdagblad.nl
Leiden and surrounding area
Het op Zondag
www.ijmuidercourant.nl
Internet
www.leidschdagblad.nl
Netherlands
Door-to-door papers
www.nhd.nl
www.ttg.nl
and news journals
www.noordhollandsweekblad.nl
www.autovisie.nl
www.gooieneemlander.nl
www.hitkrant.nl
(Regionally distributed with
www.mgl.nl
www.gardens-country.nl
De Telegraaf)
www.limburgsdagblad.nl
www.prive.nl
!N
www.limburger.nl
www.fhm.nl
www.hollandcombinatie.nl
www.starstyle-magazine.nl
Greater Amsterdam area
Witte Weekblad
www.trompetter.nl
www.man.nl
De Echo (11 editions)
Witte Weekblad Weekend
www.esquire.nl
Het Weekblad op Zondag
Makelaars Vizier
www.cosmogirl.nl
De Woongids
www.residence.nl
Amstelveens Nieuwsblad
www.elegance.nl
Het Weekend
Witte Weekblad
Duin- en bollenstreek
Witte Weekblad
Alphen a/d Rijn
and surrounding area
54
OTHER
Zaanstreek/Purmerend
Limburg
Noordhollands Weekblad
De Trompetter (12 editions)
D ATA
Participating interests
De Zaankanter
Telegraaf Telemol B.V.
Other activities
Telemol v.o.f.................................................................... (50%)
Zondagochtendblad
Interactive information services
Media Groep West B.V. .................................................. (90%)
Het Weekblad voor Edam/
Participating interests in
V.o.f. SBS 6/Net 5 Text ...............................................(45%)
Volendam/Waterland
national commercial TV
V.o.f. V8/Fox Kids Text .................................................(45%)
Teletext activities
Mobillion B.V. ......................................................... (31.5%)
De Krommenieër
Het Gezinsblad
West-Friesland
DataWire B.V.
Westfries Weekblad
SBS Broadcasting B.V. ................................................... (27%)
Enkhuizer Weekblad
Internet
Zondagochtendblad
www.mediagroepwest.nl
Koninklijke Wegener N.V. ............................................. (23.9%)
www.datawire.nl
Alkmaar
Uitgeversmaatschappij De Telegraaf B.V.:
www.mobillion.nl
RKK Beheer B.V. .........................................................(25%)
and surrounding area
Alkmaars Weekblad
(RKK C.V.)
Printing companies
Bohil Media B.V. . ........................................................(20%)
De Koerier
De Duinstreek
Telegraaf Drukkerij Groep B.V.
Nieuwsblad voor Castricum
B.V. Rotatiedrukkerij Voorburgwal
Zondagochtendblad
B.V. Drukkerij Noordholland
Noord Holland Noord
Media Menu Beheer B.V. .................................................(75%)
(Media Menu C.V.)
Grafisch bedrijf Media Groep
NRp Beheer B.V.
Limburg B.V. (Nieuwsdruk Limburg)
(De Nationale Regiopers C.V. ......................................... 25.8%)
Helders Weekblad
Schager Weekblad
Logistics
Media Groep Limburg B.V.:
CTR/De Polderbode
Deze Maand
Regionale Televisie Limburg B.V./L1 ............................. (45%)
DistriQ B.V.
Wieringer Courant
Telegraaf Distri B.V.
Wieringermeerbode
Regio Distri B.V.
Regionale Omroep Limburg B.V./L1 ............................. (41%)
Brouwer Groep B.V. .........................................................(43%)
Zondagochtendblad
B.V. Algemeen Nederlands Persbureau ANP .....................(28.4%)
TTG CosmoMag AB ..........................................................(50%)
Noord Brabant Oost
TTG Hearst B.V................................................................(75%)
De Trompetter (5 editions)
AM van Gaal Media B.V. ...................................................(20%)
De Schakel
Veldhovens Weekblad
DataWire B.V.
Oirschots Weekjournaal
DataWireSport B.V.......................................................(70%)
Kempener Koerier
PayperNews Beheer B.V.............................................(67.5%)
De Kempenaer
(PayperNews C.V.)
De Hilverbode
Nieuwsklok
55
P
ublishers of door-to-door papers
have a network at their disposal
that has great knowledge of
(inter)local markets and know what
motivates consumers and entrepreneurs in that market. The challenge
is to use that knowledge better and
more effectively. This is done, among
other things, by the development of
new published products.
!N Magazine is such a new publication
for consumers in the area of lifestyle.
The content emphasizes living,
interiors, travel, health and fashion.
Apart from these subjects, attention
is also paid to local matters, such as
a building of particular interest or
interviews with high-profile persons
from a region.
!N Magazine thus links a general
lifestyle formula to a local area of
publication. The magazine is not
distributed door-to-door but together
with the Saturday edition of
De Telegraaf in selected areas. The
object of !N Magazine is to reach
and link consumers in the aboveaverage segment who are interested
in trends and luxury, to advertisers
who do not primarily think of advertising in door-to-door papers. Local
entrepreneurs can thus reach readers
from a target group that is covered
by national newspapers, in their
own local market. And, in this way,
the door-to-door papers create
a new market.
OTHER
AUDITORS’ REPORT
D ATA
DIVIDEND PROPOSAL
We propose to declare a dividend for 2003 of 1 0.11
Introduction
We have audited the accompanying 2003 financial
in cash per share of 1 0.25 par value charged to the other
statements of N.V. Holdingmaatschappij De Telegraaf, Am-
reserves. A dividend of 1 0.11 per share of 1 0.25 par
sterdam. These financial statements are the responsibility of
value was also paid out in 2002.
the company’s management. Our responsibility is to express
an opinion on these financial statements based on our audit.
2003
2002
Distribution of profit:
Other reserves
Scope
–
25,765
–
25,765
Dividend
We conducted our audit in accordance with auditing
standards generally accepted in the Netherlands. Those
standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.
An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statements
presentation. We believe that our audit provides a reasonable basis for our opinion.
Opinion
In our opinion, the financial statements of N.V. Holdingmaatschappij De Telegraaf give a true and fair view of the
financial position of the company as of 31 December, 2003
and of the result for the year then ended in accordance with
accounting principles generally accepted in the Netherlands
and comply with the financial reporting requirements as
included in Part 9 of Book 2 of the Netherlands Civil Code.
Amsterdam, 11 March 2004.
Deloitte Accountants
57
–
4,913
–
4,913
p.m.
p.m.
OTHER
D ATA
TTG Ukraine
POST BALANCE
SHEET EVENTS
After the balance sheet date, a declaration of intent
was signed with the Kyiv Post Group (KPG), publisher of an
English language newsmagazine in the Ukraine. Together
with KPG, a local publishing company will be set up, in which
B.V. Algemeen Nederlands
the Telegraaf group will participate for 70% and KPG for the
Persbureau ANP
remaining 30%. The publishing company will aim at publishing
As of 31 December 2003, N.V. Holdingmaatschappij
consumer magazines in the Ukraine and will, according to
De Telegraaf has a 28.4% share in ANP. On 5 March 2004,
expectations, launch six magazines in the coming two
NPM Capital and the present shareholders signed an agree-
years. The first magazine, Stuff, has already been launched in
ment with regard to the sale of 60% of the shares of ANP.
December 2003, a second magazine, Pink, will shortly follow.
On 15 May 2004 the transfer will take place. N.V. HoldingmaatSunday paper
schappij De Telegraaf thereby remains joint shareholder to
In 2004, the decision was taken to start a Sunday
the extent of 8.8%.
paper of daily newspaper De Telegraaf, as from 21 March
2004. For existing subscribers, the Sunday paper forms an
Brouwer Groep B.V.
integral part of the subscription. The Sunday paper will also
With regard to the credit facility which has been provided to the Brouwer Groep in 2003, another 1 3 million has
be on sale via points of sale that are open on Sundays.
been loaned to the Brouwer Groep in 2004. Collateral has
been provided against this loan.
58
OTHER
D ATA
If the distribution of dividend on preference shares, as
PROFIT APPROPRIATION
AS PROVIDED FOR
IN THE ARTICLES OF
ASSOCIATION
referred to in paragraph 2, cannot be effected or not in full
because the profit is not sufficient, the deficit shall be paid
out of the distributable portion of shareholders’ equity.
The dividend is determined over the paid-up portion of the
nominal amount.
Pursuant to article 34 of the articles of association of
The remaining profit shall be at the disposal of the
N.V. Holdingmaatschappij De Telegraaf, the following rules
General Meeting provided that no further dividend is to be
apply to the appropriation of profits:
distributed on priority shares and preference shares.
Subject to the approval of the Supervisory Board and
Profit distributions may not exceed the amount of the
Stichting Beheer van prioriteitsaandelen N.V. Holdingmaat-
distributable portion of shareholders' equity.
schappij De Telegraaf, the Managing Board shall decide every
year what percentage of the profit - the positive balance of
If the balance shows a loss for any year, no dividend
the profit and loss account - is to be added to the reserves.
will be distributed for that year. No dividend may be paid in
subsequent years until the loss has been fully compensated
Out of the profits, after addition to the reserves in ac-
for by the profit.
cordance with the preceding paragraph, a dividend shall be
However, at the proposal of the priority shareholders,
paid on the amount paid in on the preference shares, the
the general meeting may resolve to make up such loss to
percentage of which shall be equal to the average yield of
the debit of the distributable portion of shareholders' equity
Dutch medium-term government bonds as at the beginning
or to distribute a dividend to the debit of the distributable
of the financial year to which the distribution relates, incre-
portion of shareholders' equity as well.
ased by one per cent. The average yield is determined by the
Managing Board subject to the approval of the Supervisory
Distribution of profit is effected following approval of the
Board.
annual accounts showing that such distribution is permitted.
A primary dividend amounting to five per cent of the no-
In determining the profit distribution, the shares held
minal amount of their shares or - if the profit is not sufficient
by the company in the capital are not included in the
for this - as high a percentage as possible, is then paid out
calculation.
to the holders of ordinary shares and priority shares.
Where it concerns priority shares, the percentage of the
above-mentioned dividend may not exceed the percentage of
the legal interest rate prevailing on the last day of the
financial year in question.
59
OTHER
D ATA
Declaration of independence
SPECIAL RIGHTS
UNDER THE ARTICLES
OF ASSOCIATION
The Managing Board of N.V. Holdingmaatschappij
De Telegraaf and the Board of Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf hereby
declare that, in their joint opinion, the requirements with
respect to the independence of the Board of Stichting
Priority shares
Beheer van prioriteitsaandelen N.V. Holdingmaatschappij
The priority shares are held by the Stichting Beheer
De Telegraaf, set out in Annex X to the Listing and Issuing
van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf,
Rules of Amsterdam Exchanges N.V., Amsterdam, have
the Board as of 31 December, 2003 consists of Messrs
been fully met.
L.G. van Aken, E.F.M. Kok, A.J. van Puijenbroek and E.H.
van Puijenbroek.
Managing Board of
N.V. Holdingmaatschappij De Telegraaf
The goal of the foundation is to acquire and manage the
priority shares in the company and, to ensure continuity in the
Board of Stichting Beheer
management of the company, to defend against influences on
van prioriteitsaandelen
the management that could prejudice the company’s indepen-
N.V. Holdingmaatschappij De Telegraaf
dence and would be contrary to the company’s interest, and
to further a good policy in the company’s interest.
Amsterdam, March 2004.
The powers attached to the priority shares include the
right of granting approval for resolutions for the issue of
shares, of fixing the number of Managing Board members
and their remuneration, of fixing the number of members of
the Supervisory Board of the company, and of taking the
initiative for an amendment to the articles of association and
dissolution of the company before the General Meeting of
Shareholders can take a decision on that.
60
OTHER
Preference shares
D ATA
As of the balance sheet date no preference shares
The goal of Stichting Preferente Aandelen De Telegraaf
had been issued.
is:
To look after the interests of the company limited by
Declaration of independence
shares N.V. Holdingmaatschappij De Telegraaf, established
in Amsterdam, hereinafter called: ’the company’, the com-
The Managing Board of N.V. Holdingmaatschappij
panies associated with it and all those involved, by defending
De Telegraaf and the Board of Stichting Preferente Aandelen
the company as much as possible against influences that
De Telegraaf hereby declare that, in their joint opinion, the
could threaten its continuity, independence or identity and
requirements in respect of the independence of the Board
would be contrary to these interests.
of Stichting Preferente Aandelen De Telegraaf, set out in
Annex X to the Listing and Issuing Rules of Amsterdam
Defending the company against influences of third
Exchanges N.V., Amsterdam, have been fully met.
parties that could impair editorial independence, as well as
the principles underlying editorial policy concerning news
Managing Board of
publications of enterprises within the group.
N.V. Holdingmaatschappij De Telegraaf
The foundation seeks to achieve this goal by acquiring
Board of Stichting
preference shares in the company and by exercising the
Preferente Aandelen De Telegraaf
rights attached to these shares. In doing so, the foundation
takes into account the purpose for which preference shares
Amsterdam, March 2004.
may be issued.
This purpose does not include the sale, encumbrance
or any other disposal of shares except in case of:
Sale to the company itself or to a company associated
with it within the group and designated by the company.
Collaboration in the repayment on and the cancellation of
shares.
The right to issue preference shares of N.V. Holdingmaatschappij De Telegraaf has been granted by Stichting
Beheer van prioriteitsaandelen N.V. Holdingmaatschappij
De Telegraaf.
The Board consists of one Chairman and four members. Composition of the Board as of 31 December 2003:
G.G. Witsen Elias (Chairman), S.E. de Jong, A. den Bandt,
E.F.M. Kok and A.J. van Puijenbroek.
61
OTHER
D ATA
KEY FIGURES AS OF BALANCE SHEET DATE
Shareholders’ equity x 1 1,000
2003
2002
2001
2000
1999
1998
428,333
454,079
464,761
500,057
471,529
430,079
64.5%
62.5%
60.6%
61.6%
63.2%
65.3%
1.06:1
0.98 : 1
0.72 : 1
0.70 : 1
1.44 : 1
1.55 : 1
1.81:1
1.67 : 1
1.54 : 1
1.60 : 1
1.72 : 1
1.88 : 1
683,556
704,462
822,220
811,147
721,335
689,916
62,172
33,059
74,992
141,486
102,357
119,618
–25,765
– 4,913
– 29,510
48,452
64,794
65,877
– 3.8%
– 0.7%
– 3.6%
6.0%
9.0%
9.5%
3.5%
3.1%
1.2%
9.9%
12.3%
12.8%
Shareholders’ equity as
a percentage of total assets
Current assets:
short term liabilities
Shareholders’ equity:
borrowed capita
Net turnover x 1 1,000
Cash flow from
operational activities x 1 1,000
Net profit x 1 1,000
Net profit as a
percentage of net turnover
Operating profit as a
percentage of net turnover
Average net turnover
per employee (FTE)
153,298
150,205
151,561
156,690
153,922
151,018
Work force at year-end (FTE)
4,357
4,553
5,393
5,457
4,756
4,619
Return on shareholders’ equity
– 6.0%
–1.1%
– 6.4%
9.7%
13.7%
15.3%
p.m.
p.m.
p.m.
41.3%
36.0%
35.4%
Shareholders’ equity
8.16
8.65
8.85
9.52
8.98
8.19
Cash flow from operational activities
1.18
0.63
1.43
2.70
1.95
2.28
– 0.49
– 0.09
– 0.56
0.92
1.23
1.26
p.m.
0.11
0.11
0.38
0.44
0.44
Price: low
13.00
13.00
14.00
20.80
16.88
17.47
Price: high
19.00
24.47
22.90
37.00
24.69
23.82
Closing rate of exchange as per 31 December
17.99
15.44
17.09
21.60
22.00
22.91
Pay-out ratio
Per share of 1 0.25 par value
(rounded off to full eurocents)
Net result
Dividend
* Till 1994 no information is available. As a result the cash flow from operational activities is not stated this year.
62
OTHER
1997
1996
1995
1994
386,903
348,299
358,095
327,813
65.7%
65.9%
70.3%
69.1%
1.48 : 1
1.58 : 1
2.25 : 1
1.87 : 1
1.92 : 1
1.93 : 1
2.37 : 1
2.23 : 1
616,122
582,303
522,530
495,793
124,093
99,129
79,295
56,573
38,391
45,973
D ATA
NUMBER OF EMPLOYEES
IN RELATION TO TURNOVER
p.m. *
41,487
Index 1999=100
114 116
112 110
102
9.2%
6.6%
8.8%
8.4%
12.8%
11.2%
11.8%
11.3%
1999
141,625
141,035
127,966
120,932
4,384
4,125
4,075
4,091
14.6%
11.0%
12.8%
12.7%
35.4%
42.2%
35.0%
35.9%
2000
Turnover
98
100 98
98
2001
95
2002
Av. number of employees
Turnover per employee
811
822
704
7.37
6.63
6.82
6.24
2.36
1.89
1.51
p.m. *
1.08
0.73
0.88
0.79
0.38
0.31
0.31
0.29
16.34
12.84
9.76
8.55
22.01
19.24
13.95
11.37
17.33
16.51
12.82
11.34
149
1999
94
80
83
2001
2002
2003
Turnover
63
684
141
2000
100
2003
MOVEMENTS EBITDA
IN RELATION TO TURNOVER
x 1 1 million
722
95
EBITDA
MANAGEMENT SUBSIDIARIES
JANUARY 2004
TELEGRAAF
MEDIA MANAGEMENT B.V.
DE TELEGRAAF
TIJDSCHRIFTEN GROEP B.V.
Exploitatiemaatschappij
DATAWIRE B.V.
G+E Vastgoed B.V.
W. Kwak
N.V. Holdingmaatschappij
E.T. van den Brakel
HDC B.V.
F.T.M. Philippo
De Telegraaf
R. Mackloet
B.V. BELEGGINGSMAATSCHAPPIJ VOORBURGWAL
F.Th.J. Arp
TELEGRAAF FINANCE B.V.
TTG Sverige AB
MEDIA GROEP LIMBURG B.V.
(MGL B.V.)
F. Th. J. Arp
mrs K. Neld
J.H. Boermann
W.O. Kok
UITGEVERSMAATSCHAPPIJ
HOLLANDSE HUIS-AAN-HUISDE TELEGRAAF B.V. (UMT B.V.) BLADEN COMBINATIE B.V.
A.J.M. Boerma
(HHC B.V.)
Th.J.C. Trimbach
TELEGRAAF DRUKKERIJ
GROEP B.V.
R. van der Plasse
B.V. Drukkerij Noordholland
J. Olde Kalter
Limburgs Dagblad B.V.
A.J. Swartjes
F. Blok
Uitgeversmaatschappij
B.V. AGENTENADMINISTRATIEKANTOOR ’T GOOI
B.V. Uitgeverij De Echo
De Limburger B.V.
A.J. Swartjes
HHC B.V.
B. Brouwers
R.D. Keller
P.C.J. Tuijnman
F. Volmer
Uitgeversmaatschappij
TELEGRAAF EVENTS B.V.
F.H.M. Nijpels
Limburgse Dagbladen
Uitgeverij Van Groenigen B.V.
Combinatie B.V.
HHC B.V.
MGL B.V.
T. Dijkema
B.V. Reclame ’t Gooi
W.P. Delput
B.V. Rotatiedrukkerij
HHC B.V.
J.J.M. van der Veen
Voorburgwal
J.B. van Dijk
R. van der Plasse
H.F.F. Schaeffer
Telegraaf Distri B.V.
F.Th.J. Arp
Grafisch Bedrijf Media Groep
B.V. Noorderpers
W.P. Delput
Limburg B.V. (Nieuwsdruk Limburg)
HHC B.V.
J.J.M. van der Veen
H.J.M.M. Eijkenboom
J.H.H. Nijpels
Regio Distri B.V.
F.Th.J. Arp
TELEGRAAF MEDIA ICT B.V.
HOLLANDSE DAGBLADCOMBINATIE B.V. (HDC B.V.)
J. J. W. Janssen
P. van der Chijs
J.J.M. van der Veen
W.P. Delput
B.M. Essenberg
BASISMEDIA B.V.
J.H.R. Eijkelenkamp
HDC Media B.V.
UITGEVERSMAATSCHAPPIJ
DE TROMPETTER B.V.
HDC B.V.
A.C.P. Peters
B.M. Essenberg
P. van der Chijs
TELEGRAAF TELEMOL B.V.
W.O. Kok
DISTRIQ B.V.
J.R.Talsma
F. Th. J. Arp
De Kempen Pers B.V.
A.C.P. Peters

Similar documents

annual report 2002

annual report 2002 Explanation of the consolidated balance sheet 34 Explanation of the consolidated profit and loss account . . . . . . . . . . . . . . . . . . . . . .38 Cash flow statement . . . . . . . . . . . . . ...

More information

Annual Report 2004

Annual Report 2004 on 7 April 2004, Mr H. L. Weenen was reappointed to the Supervisory Board of N.V. Holdingmaatschappij De Telegraaf. The vacancy with regard to the resignation of Mr W. Overmars was not filled, in ac...

More information

Annual Report 2000

Annual Report 2000 The annual accounts have been audited and approved by Deloitte & Touche Accountants, Leiden, as shown by the auditors’ report included in this report. The annual accounts were reviewed with the aud...

More information

Annual Report 2005

Annual Report 2005 to Reader’s Digest and to Colgate/Palmolive. Mr Swartjes studied economics at the Erasmus University in Rotterdam.

More information