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Half Yearly report 2008

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Half Yearly report 2008 Powered By Docstoc
					16th January 2009

Our Ref: SR/NS4

STRICTLY PRIVATE AND CONFIDENTIAL

           MINUTES OF A MEETING OF THE COUNCIL AND
        HALF YEARLY MEETING OF THE NEWSPAPER SOCIETY
                     held at The Stationers Hall
                   on Thursday 4th December 2008

In attendance:       Michael Pelosi (President) (Chair)
                     David Fordham (Vice President)
                     John Fry (The Hon Treasurer)

                     Geraldine Allinson, Tim Bowdler CBE, Robin Burgess OBE,
                     Paul Davidson, John Dickinson, Simon Fairclough, Douglas
                     Graham, Hubert H. Hirst, Adrian Jeakings, Michael Johnston,
                     Martin Lusby, John Reid, Deidre Romanes, Alan Rubenstein,
                     Moira Sleight, Sir Ray Tindle CBE DL, Russell Whitehair

                     Director, Communications Director, Marketing Director, PERA
                     Director, Accountant, Intelligence Manager, AdFast General
                     Manager

Apologies:           Apologies were received from other members.

1.   Minutes

     The minutes of the meeting of the Council on 9th October 2008 were approved.

2.   Matters Arising

     BBC: The President noted the successful outcome of the NS led industry
     campaign with the BBC Trust’s (provisional) refusal to approve the BBC Local
     Video proposals.

3.   Adfast Report

     John Reid reported on the effect of the implementation of the new business
     model in 2008 and developments proposed for 2009.

4.   Marketing and Communications

     The Marketing Director reported on the success of Local Matters - evidenced by
     such examples as that week’s presentation to 40 public sector delegates in
     Northern Ireland. Projects with Continental Research on Retail, Property and
     Motors would roll out in the New Year. Agency Training days, dialogue with
     agencies, clients, the ad action team, ‘wanted ads experience’ days for media
     planners, MSQ training have all continued the overall NS marketing activity in
     2008. The latest benchmarking exercise was about to commence. The 2009
     activities proposed would be formulated with reference to the proposed budget
     and would be considered by the Marketing Committee. The NS Board would
     conclude its review of marketing in the New Year.

     The Communications Director reported that the Portfolio Audience Project and
     its invention of an Internet audience planning currency covering most of the
     regional press, looked set to be an example of industry innovation. The system
     would be tested in the New Year with the aim of going live with combined data
     for the main JICREG release in April 2009: Internet figures would be shown
     alongside print readership figures within the JICREG planning system;
     duplication would follow later in the year, showing the net reach of digital and
     print within a business area.

     ABC were conducting a review of back-checking in order to effect improvement
     of verification of free distribution. However, an interim measure had been
     proposed by a regional press member and was being assessed. This suggested
     that reduction in the percentage of random back-checking calls might reduce
     costs considerably, without detriment.

5.   IPF Report

     Geraldine Allinson reported on the IPF’s support for the NS and its intention to
     continue to use the IPF meetings as a forum for topical discussion and the
     sharing of innovative ideas between members. The IPF would also run a
     seminar in 2010.

6.   Director’s Report, including PERA Report

     Tim Bowdler was thanked for his outstanding chairmanship of PERA.

      Council agreed that Mark Dodson should become Chairman of the
       PERA Committee and that Adrian Jeakings and Paul Vickers should
       join the Committee.

     The Director reviewed how all parts of the NS and industry had contributed to
     the success of its five year campaign on the BBC, which for the first time had
     forced such a scale back of a new service. He emphasized that companies now
     needed to cultivate their relationships with their MPs and brief them on the
     current commercial and economic challenges; the case for public sector
     advertising in the press; the need for curbs on public sector media ambitions,
     given their impact upon the local press and local democratic and independent
     oversight; urge the issue of helpful guidance to the competition authorities on
     media mergers, support for self regulation and the PCC in the light of the latest
     Select Committee inquiry, and support for the industry’s engagement in the
     current discussion on the future of public service broadcasting and Digital
     Britain.
     Reviews were currently underway of NS activities, including marketing and the
     NS/NPA relationship. In view of the proposals for reduction of subscriptions,
     which would necessitate reduction of NS staff and services, members were
     asked to respond to the requests for their views on the NS’s future form and
     activities and level of funds necessary to sustain them.

7.   Treasurer’s Report

     John Fry paid tribute to the work of Michael Pelosi whom he succeeded as Hon
     Treasurer.

     The Treasurer referred to the draft minutes of the recent NS Board meeting and
     noted that

      The Board had recommended that any pension recovery payments for 2009
       should be taken from the NS reserves. Its agreement in principle in respect
       of future accrual and the pension scheme were subject to discussions with the
       Pensions Trustees, NS employees and appropriate legal advice.

      The Board had recommended that NS subscription revenue should reduce by
       at least 15%, principally by reduction in marketing project expenditure and
       redundancies, as reflected in the draft budget.

      The Board had recommended that any surpluses at 2008 year end above
       £10,000 in respect of Adfast and the NS be refunded to NS members in 2009.
       The forecast surplus would in any event be reduced by the costs of
       consultancy (BBC) and redundancy.

      Discussions between the NS and NPA might lead to further re-structuring and
       savings.

      The Board would conclude its review of Marketing in the New Year.

      The draft Budget reflected the reduction in commercial and investment
       income volumes caused by the business challenges which the NS and Adfast
       would face in 2009.

     The Treasurer reported that the 2009 Budget was therefore necessarily a draft
     budget which would require adjustment during the year. The reduction of NS
     subscription and expenditure in response to the economic challenges faced by
     the industry would inevitably lead to reduction in services to members, staff
     availability, NS activity and industry projects. It would be necessary to strike
     the right balance - and constant review would be needed - to ensure the viability
     of the NS in representing and protecting the industry’s interests.

     NS 2009 Subscription Resolution

      The members in Council and in general meeting unanimously approved
       the subscription resolution for 2009 as circulated in the Council and
       Half-Yearly agenda papers and proposed by the Hon Treasurer
       (attached).

8.   Presentation by Mike Waterson - Advertising Trends Prediction
     (Presentation previously circulated and available on request)

9.   Date of Next Meeting

     The next meeting of the NS Council would be held at the NS offices on
     Thursday 19th February at 2pm.

10. Date of 2009 Council Meetings

     19th February; AGM/Council 14th May; 15th October; Half Yearly/Council 3rd
     December
Subscription Resolution for 2009 proposed by the Hon Treasurer and Approved
  by Members in the Council and in General Meeting on 4th December 2008

IT IS RESOLVED pursuant to Standing Order 15 that:-

1)   The provisional annual Subscription, due and payable on 1st January 2009, and
     invoiced accordingly, for each Member shall be calculated as follows:

     (a)   The Aggregate Subscription Total (hereinafter defined) for the year
           commencing 1st January 2009 (being £1.955m) shall be apportioned
           between members in the same percentage as each member’s percentage
           share of the aggregate of all members’ gross advertising revenue
           (hereinafter defined) for the year commencing 1st January 2007 bears to
           such aggregate, subject as specified below.

     (b)   The share of the Aggregate Subscription Total so apportioned to each
           Member shall be that Member’s provisional annual Subscription, subject
           to the maximum Subscription, minimum Subscription and, as otherwise set
           out in this Resolution and the Newspaper Society’s Rules, Standing Orders
           and Appendices.

     (c)   That subject to the further provisions contained in this Resolution, the final
           annual subscription for the subscription year commencing 1st January 2009
           shall be determined by the Newspaper Society Council by the end of July
           2009.

     (d)   That the minimum Subscription be £2,000.

     (e)   That, each Member’s Subscription shall be subject to a maximum of
           £361,000.

2)   For the subscription year commencing 1st January 2009, the maximum increase
     or decrease in each Member’s Subscription, in comparison with its 2008
     Subscription, as a result of the application of the above formula (other than an
     increase or decrease attributable to the acquisition or disposal of another
     member and its combined Subscription obligations, and subject to the maximum
     and minimum Subscriptions) shall (save in the case of a Member who did not
     pay any Subscription in that year) be limited to an amount equal to 5% of that
     Member’s Subscription which was payable for the subscription year 2008 and
     invoiced accordingly, adjusted to take into account the reduction in the
     subscription total from £2.3m to £1.955m.

3)   Each member will supply any and all such information requested by the Society
     by any date specified, for the purposes of any subscription assessment and
     calculation for such year as may be required.

4)   Auditors’ certificates should not be required in respect of 2009 subscriptions.

5)   For the purposes of this Resolution the following terms shall have the meanings
     ascribed to them:
     i)     ‘The Subscription’ means and shall henceforth include the Subscription
            payable for the subscription year commencing 1 January 2009 by each
            member comprising the aggregate of what were formerly known as the
            Newspaper Society Subscription, the Newspaper Society Marketing
            Subscription and the Generic Subscription irrespective of whether any
            member previously paid all such subscriptions

     ii)    The ‘Aggregate Subscription Total’ means the maximum overall total
            Newspaper Society Subscription revenue, (being the aggregate of all
            Members’ Subscriptions,) as recommended by the Management
            Committee and approved by Newspaper Society Council as being
            necessary for the funding of its requirements for the ensuing Subscription
            Year.

     iii)   ‘Total gross advertising revenue’ means the total gross advertising revenue
            for all UK operations, excluding Scotland, of each Member for the
            relevant year, consisting of the total gross display and classified
            advertising revenue, before agency commission is deducted, but after any
            series and other discounts on published rates are deducted, and including
            such revenue from regional and local newspaper titles, colour
            supplements, niche publications, sponsorship, inserts and leaflets.

     iv)    ‘The relevant year’ means the calendar year to 31st December 2007. In the
            case of any Member who first joined the Society after 1st January 2007, the
            relevant year will be the first twelve months of membership; and in the
            case of any Member who first joined the Society after 1st January 2008
            shall be the period to 31st December 2008 grossed up for 12 months.

6)   Members undertake to take over the combined subscriptions’ obligations
     (including the Subscription) of any Member Company, which they acquire, for a
     minimum period of twelve months.

				
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