Corporate and Risk Information The Directors present their annual…

Corporate and Risk Information


The Directors present their annual report on the affairs of the Group, together with the financial statements and auditors' report, for the year
ended 31 December 2007. This report includes the information set out from pages 10 to page 68 of this document. Notices concerning the
limitations on the liability of the Directors and concerning forward looking statements are set out on page 143.


Principal Activities
Informa plc and its subsidiary undertakings provide specialist information to the academic & scientific, professional and commercial
communities globally through publishing, events and performance improvement (PI). The subsidiary and associated undertakings principally
affecting the profits or net assets of the Group in the year are listed in notes 19 and 20 to the consolidated financial statements.
Information about the development and performance of the business of the Company during the financial year that fulfils the requirements of
Section 234ZZB of the Companies Act 1985 is included in the Chairman's and Chief Executive's Review and the Financial Review both of which
form part of this report for the purposes of the Companies Act 1985.
As a whole this report provides information about the Group's businesses, its financial performance during the year and likely future
developments. Other than as described in this report, there have not been any significant changes to the Group's principal activities during the
year under review and the Directors are not aware, at the date of this report, of any likely major changes in the Group's activities in the new
financial year. There have been no significant events since the balance sheet date.


Business Review
The results for the year are summarised in the Consolidated Income Statement on page 71 and the related Notes. A review of the Group's
business and future prospects is set out in the Chairman's and Chief Executive's Review on pages 10 to 39. In relation to the use of financial
instruments by the Group a review is included within note 27 to the consolidated financial statements. There are no significant differences
between the market value of any interests in land of the Group and the amount at which those interests are included in the balance sheet.


Dividends
The Directors recommend that a final dividend of 11.3p per ordinary share be paid on 21 May 2008 to ordinary shareholders registered as at the
close of business on 18 April 2008 which, together with the interim dividend of 5.6p per ordinary share paid on 5 October 2007, makes a total
for the year of 16.9p per ordinary share (2006: 12.2p).


Directors
The names of Directors, are set out on pages 45 and 46, which includes brief biographical details. The following changes to the Board have
taken place since 1 January 2007:
· On 15 May 2007, Mr Hooper ceased to be Non-Executive Chairman and retired from the Board.
· On that date Mr Rigby ceased to be Chief Executive and was appointed as Chairman.
· On that date Mr Gilbertson ceased to be Managing Director and was appointed as Chief Executive.
· On 31 December 2007 Mr Foye ceased to be Finance Director and retired from the Board on that date.
· On 23 November 2007 it was announced that Adam Walker was appointed as Finance Director with effect from a date to be fixed in March 2008.
· On 27 November 2007 it was announced that Dr Brendan O'Neill would join the board as Non-Executive Director with effect from
  1 January 2008.


The remuneration and interests in the share capital of the Company of the Directors who held office as at 31 December 2007 are set out in the
Directors' Remuneration Report on pages 60 to 68.
All the Directors offer themselves for re-election by the shareholders at the next AGM.
Details of the contracts of the Executive and Non-Executive directors with the Company can be found on page 64. No Director was materially
interested in any contract of significance.




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Directors' Indemnities
As at the date of this report, indemnities are in force under which the Company has agreed to indemnify the directors, to the extent permitted
by law and the Company's Articles of Association, in respect of all losses arising out of, or in connection with, the execution of their powers,
duties and responsibilities, as directors of the Company or any of its subsidiaries.
The Company has purchased and maintains Directors' and Officers' insurance cover against certain legal liabilities and costs for claims in
connection with any act or omission by its directors and officers in the execution of their duties.


Registration
The Company's registered office is at Mortimer House, 37-41 Mortimer Street, London, W1T 3JH. The Company is registered in England and
Wales under number 3099067.


Annual General Meeting
The Annual General Meeting will be held on 15 May 2008. The notice is being despatched as a separate document.


Charitable and Political Contributions
The Group made charitable donations during the year of £208,464, principally to local charities serving some of the communities in which the
Group operates. No political donations were made.


Supplier Payment Policy
The Company's policy, which is also applied by the Group, is to settle terms of payment with suppliers when agreeing the terms of each
transaction, to ensure that suppliers are aware of the terms of payment and to abide by the agreed terms, provided that the supplier has provided
the goods or services in accordance with the relevant terms and conditions. Trade payables of the Group at 31 December 2007 were equivalent to
50 days' (2006: 47 days) purchases, based on the average daily amount invoiced by suppliers during the year.


Substantial Shareholdings and Companies Act 1985 Schedule 7 Disclosures
As at 25 February 2008, the Company had been notified in accordance with the Disclosure and Transparency Rules of the UKLA of the
following substantial interests in the issued ordinary share capital of the Company:

                                                                                                                        Number of shares             % held

Legal & General Investment Management                                                                                      34,008,569                 8.01
Fidelity FMR Corp (US)                                                                                                     21,602,906                 5.09
Standard Life Investments                                                                                                  17,519,176                 4.13
Marathon Asset Management                                                                                                  16,032,753                 3.78
Henderson Global Investors                                                                                                 14,598,489                 3.44



As at 25 February 2008, the Company's issued share capital comprised 424,897,800 ordinary shares with a nominal value of 0.1p each. Details of
the authorised and issued share capital, together with movements in the issued share capital during the year, are shown in note 28 of the
consolidated financial statements.
The rights attaching to the Company's ordinary shares, being the only share class of the Company, are set out in the Company's Articles of
Association, which can be found at www.informa.com. Subject to the applicable statutes, any share may be issued with or have attached to it
such rights and restrictions as the Company may by ordinary resolution decide or, if no such resolution is in effect or so far as the resolution does
not make specific provision, as the Board may decide. No such resolution is currently in effect. Subject to the recommendation of the Board,
holders of ordinary shares may receive a dividend. On liquidation, holders of ordinary shares may share in the assets of the Company. Holders
of ordinary shares are also entitled to receive the Company's annual report and accounts and, subject to certain thresholds being met, may
requisition the Board to convene a general meeting or the proposal of resolutions at annual general meetings. None of the ordinary shares carry
any special rights with regard to control of the Company.




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Corporate and Risk Information continued


Holders of ordinary shares are entitled to attend and speak at general meetings of the Company and to appoint one or more proxies or, if the
holder of shares is a corporation, a corporate representative. On a show of hands, each holder of ordinary shares who (being an individual) is
present in person or (being a corporation) is present by a duly appointed corporate representative, not being himself a member, shall have one
vote and on a poll, every holder of ordinary shares present in person or by proxy shall have one vote for every share of which he is the holder.
Electronic and paper proxy appointments and voting instructions must be received not later than 48 hours before a general meeting. A holder
of ordinary shares can lose his entitlement to vote at general meetings where that holder has been served with a disclosure notice and has failed
to provide the Company with information concerning interest in those shares. Save as set out above, and except as permitted under applicable
statutes, there are no limitations on voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights or
arrangements by which, with the Company's cooperation, financial rights are carried by the ordinary shares in the Company are held by a
person other than the holder of those shares.
The Directors may refuse to register a transfer of a certificated share which is not fully paid, provided that the refusal does not prevent dealings
in shares in the Company from taking place on an open and proper basis or where the Company has a lien over that share. The Directors may
also refuse to register a transfer of a certificated share unless the instrument of transfer: (i) is lodged, duly stamped (if necessary), at the registered
office of the Company or any other place as the Board may decide accompanied by the certificate for the share(s) to be transferred and/or such
other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer; (ii) in respect of only one class of
shares; (iii) is in favour of a person who is not a minor, bankrupt or a person in respect of whom an order has been made on the ground that such
person is suffering from a mental disorder or is otherwise incapable of managing their affairs; or (iv) is in favour of not more than four transferees.
Transfers of uncertificated shares must be carried out using CREST and the Directors can refuse to register a transfer of an uncertificated share
in accordance with the regulations governing the operation of CREST.
The Directors may decide to suspend the registration of transfers, for up to 30 days a year, by closing the register of shareholders. The Directors
cannot suspend the registration of transfers of any uncertificated shares without obtaining consent from CREST.
There are no other restrictions on the transfer of ordinary shares in the Company except: (1) certain restrictions may from time to time be
imposed by laws and regulations (for example insider trading laws); (2) pursuant to the Company's share dealing code whereby the Directors and
certain employees of the Company require approval to deal in the Company's shares; and (3) where a shareholder with at least a 0.25% interest in
the Company's certificated shares has been served with a disclosure notice and has failed to provide the Company with information concerning
interests in those shares. There are no agreements between holders of ordinary shares that are known to the Company which may result in
restrictions on the transfer of securities or on voting rights.
Shares are from time to time held by a trustee in order to satisfy entitlements of employees to shares under the Group's share schemes. Usually
the shares held on trust are no more than sufficient to satisfy the requirements of the Group's share schemes for one year. The shares held by
these trusts do not have any special rights with regard to control of the Company. While these shares are held on trust their rights are not
exercisable directly by the relevant employees. The current arrangements concerning these trusts and their shareholdings are set out on page 65.
There are no significant agreements to which the Company is a party that take effect, alter or terminate upon a change of control following a
takeover bid (nor any agreements between the Company and its directors or employees providing for compensation for loss of office or
employment that occurs because of a takeover bid) except for the Group's banking facilities described in note 27.
The rules for appointment and replacement of the directors are set out in the Company's articles of association. Directors can be appointed
by the Company by ordinary resolution at a general meeting or by the Board upon the recommendation of the Nomination Committee.
The Company can remove a director from office, including by passing an extraordinary resolution or an ordinary resolution of which special
notice has been given or by notice being given by not less than three quarters of the other Directors being not less than three in number.
The powers of the directors are set out in the Company's Articles of Association and provide that the Board may exercise all the powers of the
Company including to borrow money up to an aggregate of three times a formula based on adjusted capital and reserves and unamortised
goodwill. The Company may by ordinary resolution authorise the Board to issue shares, and increase, consolidate, sub-divide and cancel shares
in accordance with its Articles of Association and applicable statutes.
The Company may amend its Articles of Association by special resolution approved at a general meeting. The Company proposes to adopt new
Articles of Association at its Annual General Meeting to be held on 15 May 2008 to update the Company's current Articles of Association
primarily to take account of changes brought about by the Companies Act 2006.


Purchase of Own Shares
At the end of the year, the Directors had authority, under a shareholders' resolution passed on 15 May 2007, to purchase through the market up
to 42,406,766 of the Company's ordinary shares. The minimum price which may be paid for each ordinary share is 10p; the maximum which
may be paid for each share is not more than (excluding expenses) per ordinary share than the higher of (i) 5% above the average of the middle
market quotations for an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business
days immediately before the day on which it purchases that share and (ii) the price stipulated by Article 5(1) of the Buy-back and Stabilisation
Regulation. This authority expires on 14 August 2008, or if earlier, at the conclusion of the AGM of the Company to be held in 2008.




50 · Informa plc Annual Report and Financial Statements 2007
Corporate and Risk Information continued


Going Concern Basis
After making enquiries, the Directors have formed a judgement, at the time of approving the financial statements, that there is a reasonable
expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason the Directors
continue to adopt the going concern basis in preparing the financial statements.


Employee Consultation
The Group places considerable value on the involvement of its employees and continues to keep them informed on matters affecting them as
employees and on the various factors affecting the performance of the Group. This is achieved principally through formal and informal meetings,
email updates and via the Company's global intranet site, which is regularly updated and includes a facility enabling employees anonymously to
ask questions of executive management to which answers are also published. Employee representatives are consulted regularly on a wide range of
matters affecting their current and future interests.
Mr Rigby (Chairman) and Mr Gilbertson (Chief Executive) have recently launched their own blogs which encourage dialogue from employees
on key themes. All employees world-wide are also invited periodically to attend webinars, take part in live on-line polls, and ask Mr Rigby and
Mr Gilbertson questions about the business and its future. The webinars, including the results of the polls, are then posted on the Informa
intranet so that those employees who are unable to attend can view it.
All UK employees are eligible to participate in the Company's Share Incentive Plan (SIP), an Inland Revenue Approved All Employee Share
Incentive Plan offering UK employees the opportunity to purchase annually up to £1,500 of shares in the Company out of pre-tax salary.
In addition, from 2008, all US employees are eligible to participate in the Company's US Employee Stock Purchase Plan which offers US
employees the opportunity to purchase annually up to $2,940 of shares in the Company at a 15% discount to the prevailing market price.


Disabled Employees
Full consideration is given to applications for employment from, and the continuing employment, training, promotion, career development and
promotion of, disabled persons.


Risks and Uncertainties
A number of factors (risk factors) affect the Group's operating results and financial condition. In common with other information providers,
the Group's profitability depends in part on the prevailing economic environment and the strength of the academic, professional and business
communities to which it sells. In addition, the Group's profitability is dependent on maintaining a strong and highly motivated management
team, maintaining brand reputation, quality of information and its ability to use and protect the security of its marketing databases. Risk factors
include economic conditions, appetite for the Group's products, government policy and the need to have effective operational systems and
processes as follows:
The Group's publishing business could be adversely affected by general economic downturns or declines or disruptions in industries to which it
provides information
The publishing industry is sensitive to both general economic and business conditions and can be affected by the condition of specific industries
and interest groups such as the professional, financial services, life sciences, technology, pharmaceuticals, telecommunications and maritime
industries. Some of these industries have in the past been sensitive to various potential disruptions such as government regulation, war, terrorism,
disease, natural disasters and other significant adverse events. A general decline in economic conditions or disruptions in specific industries
characterised by falls in spending on published materials could cause a material decline in revenue.
The Group's events business could be adversely affected by general economic downturns, catastrophic events or declines or disruptions in industries that
heavily utilized events
The events' market is sensitive to both general economic and business conditions and to specific adverse circumstances, such as acts of terrorism
or other catastrophic events. In addition, the events' market can be affected by the condition of industries such as professional, financial services,
life sciences, technology, pharmaceuticals, telecommunications and maritime industries. Some of these industries tend to be sensitive to various
potential disruptions such as government regulation, war, terrorism, disease, natural disasters and other significant adverse circumstances.
A general decline in economic conditions or disruptions in specific industries characterised by falls in spending on events (as spending on
events is considered discretionary by some customers) could cause a material decline in revenues, particularly those derived from stage 1
(smaller) events and training courses.




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Corporate and Risk Information continued


The PI industry could be adversely affected by general economic downturns or declines or disruptions in industries
The PI market is sensitive to both general economic and business conditions. In addition, PI spending can be affected by the condition of
industries such as travel, financial services, education, telecommunications, retail and entertainment industries. Some of these industries tend to
be sensitive to various potential disruptions such as government regulation, war, terrorism, disease, natural disasters and other significant adverse
events. A general decline in economic conditions or disruptions in specific industries characterised by falls in spending on PI expenditure (as this
spending may be considered discretionary by customers) could cause a decline in the Group's revenue.
The Group could be impacted if changes in the business model were widely adopted in the academic publishing market
An alternative business model called `open access' has been put forward that would allow libraries to access all publications freely rather than the
current system of acquiring journals from publishers. If this model were to be widely adopted, there could be a material impact on this part of
the Group's business. The Group continues to monitor the situation and position itself to respond to changes in the academic market's
information requirements.
Low barriers to entry in the events' market
The stage one events and training course markets have relatively low barriers to entry that can lead to rival operators establishing competing
events in the Group's core markets. There are several competitors who can establish rival events at relatively low-cost.
The Group is subject to high sensitivity in relation to average delegate attendance
Average delegate numbers at events could fall as a reaction to the economic or political environment. In addition to the general economic, social
and political environment, the Group could also see reduced delegate numbers due to changes in the quality of events, a failure to market events
successfully, reductions in the appeal of certain events and a decline in the general appetite amongst corporate clients to pay for and send
delegates to events. If there is a material decline in average attendance then profitability would be materially reduced due to the operationally
geared nature of this business.
Competitive pressures may adversely affect the financial performance of the Group's PI businesses
The Group's PI businesses are subject to significant competitive pressures from large consulting firms on the one hand and small competitors on
the other in relation to certain parts of these businesses where the barriers to entry may be low. These businesses also place substantial reliance
upon high quality sales people that can be difficult to attract and retain.
Robbins-Gioia Proxy Board Arrangements may limit the control exercisable over the business
The Robbins-Gioia business operates under a Proxy Board Arrangement under the US Exxon-Florio Act which limits the amount of control that
the Group can exert over this business. In addition, the ability of the Group to grow the Robbins-Gioia business outside of the United States
could be restricted.
PI market is partially reliant on evolving workplace practices and good economic conditions
A significant number of the PI division's products could become out-dated or be overtaken by a competitor's products. The PI business model
includes a training component. These businesses also may experience impaired financial performance during tougher economic conditions where
businesses may decide not to invest in their people.
The Group's results may be impacted by exchange rate fluctuations
The Group operates in over 70 countries and is therefore exposed to foreign currency rate fluctuations. The Group receives approximately 50%
of its revenues in US Dollars and incurs approximately 40% of its costs in US Dollars. A strong Sterling against the US Dollar will reduce the
Sterling reported results of the US Dollar businesses. Conversely, a weaker Pound Sterling against the US Dollar will increase the reported results
of the US Dollar business. The Group receives approximately 15% of its revenues in Euros and incurs approximately 15% of its costs in Euros.
A strong Pound Sterling against the Euro will reduce Sterling reported results of the Euro businesses. Conversely, a weaker Pound Sterling against
the Euro will increase the reported results of the Euro businesses. Comparability of the Group's business between financial targets can be
significantly affected by fluctuations in the Pound Sterling against other currencies, particularly against the US Dollar and the Euro.
The Group operates in a competitive environment
The markets for the Group's products and services are competitive and this may have adverse consequences. In its academic, specialist and
professional publications business, this could lead to pricing pressure and, in turn, reduced profit margins. In its events' business, this may lead
to a reduction in the number of delegates and/or the volume of events and the availability of sponsorship.




52 · Informa plc Annual Report and Financial Statements 2007
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The Group could fail to attract or retain senior management or other key employees
The failure to attract or retain key employees could seriously impede the financial plans, growth and other objectives of the Group. The success of
the Group depends to a substantial extent not only on the ability and experience of its senior management but also on the individuals and teams
that service its customers and maintain its client relationships. The Directors believe that the Group's future success will depend, to a large degree,
on its ability to attract and retain additional highly skilled and qualified personnel and to expand, train, manage and motivate its employees.
Damage to reputation and or brand could lead to an adverse impact on the Group
The Group's businesses are in part dependent on the success of their branded publications and events. These brands are important in attracting
high quality contributors, advertising revenues, speakers, delegates and sponsorship. If the reputation, customer experience or quality of any of
the Group's major publications, PI businesses or larger events was to be damaged then there could be an adverse impact on the Group.
The Group's intellectual property rights could be challenged and enforcement of those rights could be costly
A substantial element of the Group's products and services comprise intellectual property content delivered through a variety of media, including
journals, books, printed training materials and the internet. Whilst the Group relies on trademark, copyright, patent and other intellectual
property laws to establish and protect its proprietary rights in these products and services, it cannot be certain that its proprietary rights will not
be challenged, limited, invalidated or circumvented. Despite trademark and copyright protection and similar intellectual property protection laws,
third parties may be able to copy, infringe or otherwise profit from its proprietary rights without the Company's authorisation. As regards online
content, whilst there is certain internet--specific copyright legislation in the United States and in the European Union, there remains significant
uncertainty as to its scope and enforceability. In the United States, copyright laws are increasingly coming under legal challenge.
Data protection and security of databases could be compromised
The Group has valuable databases. If these were damaged or accessed by a competitor then the ability of the Group to operate and access these
databases could be adversely impacted. This could have a material adverse impact on the Group's revenue and profits. In addition, access to these
databases could enable one of the Company's competitors to compete more effectively.
Internet and electronic delivery platforms, networks or distribution systems
The Group's businesses are increasingly dependent on electronic platforms and distribution systems, primarily the internet, for delivery of their
products and services. The Group's ability to use the internet may be impaired due to infrastructure failures, service outages at third party internet
providers or increased government regulation. If disruptions, failures, or slowdowns of the Group's electronic delivery systems or the internet
occur, its ability to distribute its products and services effectively and to serve its customers may be adversely affected.


Auditors
Each of the persons who is a Director at the date of the approval of this annual report confirms that:
· so far as the Director is aware, there is no relevant audit information of which the company's auditors are unaware; and
· the Director has taken all the steps that he/she ought to have taken as a Director in order to make himself/herself aware of any relevant audit
  information and to establish that the company's auditors are aware of the information.
This confirmation is given and should be interpreted in accordance with the provisions of section 234ZA of the Companies Act 1985.
Deloitte & Touche LLP have expressed their willingness to continue in office as auditors and a resolution to reappoint them will be proposed at
the forthcoming Annual General Meeting.
By order of the Board
John Burton
Company Secretary
27 February 2008




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