annual report & accounts 2002
print solutions provider a year of transformation
2002
May acquisition of 
Centurion
October communisis logistics
operation established in
Leicester, UK
November Sainsbury’s £40 million
contract win by Centurion
November Barclays £250 million, 5 year
print management and c-store
contracts signed
December announcement of Hutchison
3G contract win by
Centurion
June UK’s biggest digital
print mailing
undertaken for 
Air Miles
communisis plc a year of transformation contents report and accounts 2002
1
Contents
Financial Highlights 2
Chairman’s Statement 3
Chief Executive’s Report 4
Financial Review 9
Directors’ Responsibilities 11
The Management Team 12
Directors’ Report 14
Corporate Governance 16
Report by the Board on Directors’ Remuneration 19
Environmental Policy Statement 26
Report of the Auditors 27
Consolidated Profit and Loss Account 28
Consolidated Balance Sheet 29
Consolidated Cash Flow Statement 30
Statement of Total Recognised Gains and Losses 31
Reconciliation of Movements in
Shareholders’ Funds 31
Company Balance Sheet 32
Statement of Accounting Policies 33
Notes to the Accounts 34
Shareholder Information 49
Summary Notice of Annual General Meeting 51
Operations of the Group 52
2002 Highlights
May · Acquisition of Centurion
communisis plc buys Centurion for £42 million in cash and shares.* 
Centurion is the third largest print management company in the UK. communisis gain
access to a rapidly developing sector of the print market which has benefited from the
growing trend of organisations to outsource non-core activities. The acquisition
complements communisis’ existing world class print manufacturing and data
management facilities and brings the benefit of Centurion’s expertise in customer
service and print outsourcing to the group.
June · UK’s biggest digital print mailing
undertaken for Air Miles
communisis and Air Miles together successfully produce the largest ever digital mailing
in the UK. The campaign targets over 3 million Air Miles customers with one-to-one
communications as part of the Great Air Miles Giveaway promotion – the biggest flight
promotion the UK has ever seen. 500,000 British Airways flights given away to over 80
destinations. 
October · communisis logistics operation
established in Leicester, UK
communisis logistics established in Leicester by the purchase of the Response
Management Division of SR Communications. The warehouse facility is modern and
spacious with capacity to store 12,000 racked Euro pallets. The operation is moving
from a paper based manual pick operation to a semi-automatic fulfilment service with
the capacity to pick, pack and despatch over 6,000 parcels per shift. This facility will be
extensively used to service our key account customers.
November · Barclays £250 million, 5 year print
management and c-store contracts signed
communisis appointed by Barclays Bank PLC as the managing agent for print solutions.
The contracts are for an initial five-year period and have a potential value of £50 million
per annum. Barclays adopt communisis’ end-to-end campaign management system, 
c-store, as part of the print management solution. communisis to deliver initial and
ongoing savings to Barclays.
November · Sainsbury’s contract win by Centurion
Centurion awarded a renewed and significantly increased print management contract
with food retailer Sainsbury’s. The contract is expected to be worth £40 million over the
next two and a half years and, from later this year, will include a broader range of print,
pick and pack and distribution to all Sainsbury’s stores.
December · Hutchison 3G contract win announced
Centurion awarded a three-year print management contract by Hutchison 3G UK
Limited. The contract involves managing the production of all printed material for
Hutchison 3G as it rolls out its third generation mobile multi-media and
communications services under the 3 brand in the UK. 
* See Note 11 on page 40. communisis plc ﬁnancial highlights
2
Financial Highlights
(all continuing operations)
2002 2001
£m £m
Turnover 262.1 236.1
Operating profit (adjusted)
1
25.2 26.0
Profit before tax 12.9 6.7
Earnings per share (pence) 4.9p 2.31p
3
Earnings per share
2 
(pence) 12.19p 13.75p
3
Dividend per ordinary share (pence) 4.4p 4.0p
1
Before amortisation of contract premium payment, goodwill amortisation and exceptional items.
2
Before goodwill amortisation and exceptional items.
3
Restated for the adoption of FRS19.
About Us
communisis provides full-service print solutions to its clients
including the following:
print management personalised products
c-store print production
design and creative fulfilment and logistics chairman’s statement report and accounts 2002
3
Chairman’s Statement
Results for 2002
In a challenging and successful year for the group I am pleased
to report for the year ended 31 December 2002 revenues of
£262.1m (2001: £236.1m), adjusted operating profits of
£25.2m
1
(2001: £26.0m), pre-tax profits of £12.9m (2001:
£6.7m), earnings per share of 4.9p (2001: 2.31p
3
) and adjusted
earnings per share
2
of 12.19p (2001: 13.75p
3
).
It is clear that the focus on customer service driven by our key
account initiatives, together with the benefits from the
reorganisation programmes undertaken in recent years, have
enabled communisis to maintain its competitiveness in difficult
market conditions and deliver these returns.
Evolution of the group
The communisis business has undergone significant change
in my time as Chairman, no more so than in this last
financial year. The acquisition of Centurion in May 2002 and
the winning of the Barclays print management contract have
been focal points of the year, demonstrating delivery of our
strategy of moving communisis to a more contractually-based
business.
communisis has a unique combination of world
class manufacturing facilities, excellent
customer service offerings and a proven
management team. communisis is now well
positioned to play a leading role in the
development of the print services industry.
The Board
This year the Board has been strengthened by the appointment
of Roger Jennings and Mike Firth as non-executive directors.
Roger is the Chief Executive of Austin Reed Group PLC and
previously he has held a number of senior management
appointments in consumer product companies and
international consultancy. Mike is a non-executive director of
Somerfield plc and has recently retired from his position as
Head of Corporate Banking at HSBC Bank plc.
Notes
1
Before amortisation of contract premium payment, goodwill amortisation and
exceptional items.
2
Before goodwill amortisation and exceptional items.
3
Restated for the adoption of FRS19.
Aidan Hughes took on the role of Finance Director during the
year having previously held a non-executive position with
communisis and before that he was Finance Director of The
Sage Group plc. 
Mike Mitchell and John Hollowood retired from the Board
during 2002. They were formerly directors of Waddington PLC
at the time of its acquisition by communisis in 2000 and
subsequently joined the Board of communisis. In addition,
Andrew Lipinski resigned from the Board in 2002. The Board
would like to thank them for their contribution to the business. 
As previously announced, I shall be stepping down as
Chairman at the forthcoming AGM after more than five years
of considerable change in the group. I would like to take this
opportunity of thanking all those who have been involved for
their tremendous enthusiasm and dedication in the major
reshaping and development that has taken place. 
I am delighted that Mike Smith, the Chief Executive of The
Rank Group Plc, has agreed to join communisis as my
successor as Chairman. I feel confident that he will make a very
significant contribution to the further success of the group
during the next stages of its development.
Dividends
I am pleased to propose a final dividend of 2.933p per share
taking the proposed full year dividend to 4.4p (2002: 4.0p)
per share. Dividends will be paid, subject to shareholders’
approval, on 23 April 2003 to shareholders on the register at
the close of business on 21 March 2003.
Trading and outlook
We are pleased with the performance in 2002 and in particular
with the groundbreaking contract with Barclays. Despite
continuing uncertain market conditions our focus on
contractual business has improved the visibility of our trading
and gives us confidence for 2003.
Stuart Wallis
Chairman communisis plc chief executive’s report
4
Chief Executive’s Report
2002 was a year of transformation for communisis with the acquisitions of
Centurion and the logistics operation in Leicester, the groundbreaking
five-year contracts with Barclays and the print management wins with
Sainsbury’s and Hutchison 3G.
communisis provides print solutions for its customers and the
£50 million per annum five-year contract with Barclays utilising
c-store is the UK market’s leading example. Barclays moved
from its traditional client/supplier relationships to a strategic
partnership with communisis for all its print solutions. Crucial
to this arrangement is Barclays’ adoption of c-store, the end-
to-end business workflow and document management system
developed by communisis. This is central to the delivery of
business efficiency and process savings within Barclays.
The acquisition of Centurion in May 2002 broadened
communisis’ print solutions offering into print management
and brought business with proven growth. The subsequent
contract wins with Sainsbury’s, worth £40 million, and
Hutchison 3G, and the encouraging pipeline of opportunities
going forward are evidence of the success of this acquisition.
It was Centurion’s strong relationship with Barclaycard that
helped communisis win the leading position with Barclays
Bank PLC.
communisis purchased the Response
Management Division of SR Communications
in October 2002. The business has since been
re-focused and re-launched as communisis
logistics, strengthening the group’s ability to
provide total project fulfilment as part of the
overall print solutions offering to major
customers. It is our intention to provide this
service to Barclays on a contractual basis
during 2003.
The past year has been difficult for manufacturing and order-
based business as price reductions more than offset any
volume gains and profitability was again supported by the cost
reduction initiatives of the past two years. In 2002 the contract
wins, such as Barclays and Sainsbury’s brought initial cost
rather than meaningful benefit to the year; their positive
impact will be felt in 2003. 
The year saw continued investment in our world class manu-
facturing resources including people training, quality processes
and systems to support the print solutions offering. Following
the greater emphasis on contractual business the group
developed a centralised resource for purchasing, planning and
supplier management. New contract wins will require
manufacturing resources beyond our in-house capacity.
Therefore it is critical to develop strategic supply arrangements
that work alongside our internal facilities. 
The objective of becoming the leading print solutions provider
to UK and Northern European markets will continue to be met
through the communisis key account programme. communisis’
growth strategy is customer specific using the group’s full
offering which now includes c-store, print management,
manufacturing and logistics. There is no equivalent competitive
offering for the markets which we serve.
Despite the difficult economic environment putting pressure
on prices and volumes of traditional manufacturers, we are
confident that communisis will continue to grow and on an
increasingly contractual basis. It will be growth that will
underpin improvement in profitability from both the service
and manufacturing ends of our business. chief executive’s report report and accounts 2002
5
Print Management
Print Management comprises communisis one – the home of c-store, Centurion –
acquired May 2002, Group Strategic Partnerships – Barclays contracts signed
November 2002 and communisis logistics – acquired October 2002.
The change in growth and margin potential of this business grouping reflects the mix
of businesses brought together to spearhead communisis’ development. In 2002 this
grouping had to absorb the cost of acquiring new contracts and the bespoking of
c-store for Barclays.
communisis one continues to provide digital asset management and creative agency
capabilities in support of key accounts. Its primary activity in 2002, however, was to
bring c-store to full development and begin the implementation into Barclays towards
the end of the year.
The Centurion acquisition has been highly successful for communisis and a vital
ingredient in the provision of print solutions to key customers. Anticipated growth
has continued with the Sainsbury’s and Hutchison contract wins confirming the
group’s strategy with its customers to be working effectively. 
The outlook remains encouraging with the contract pipeline expected to deliver
further wins in 2003. Print management will be promoted with customers in
Continental Europe in conjunction with the communisis Benelux operations.
A Group Strategic Partnerships business was formed during the year to manage larger
contractual clients where the fuller communisis print solutions offering is in place.
The Barclays print management partnership is now handled by this business following
the signing of a five-year contract which includes the implementation of c-store.
Many of communisis’ key people will be deployed with these partners. For example,
it is expected that in 2003 some 40 people will be working solely on Barclays, the
majority permanently on site at the bank’s major locations.
It is no exaggeration to state that the Barclays contract arrangement is ground-
breaking for the UK printing industry.
The acquisition of the business now called communisis logistics completes the
group’s offering to major clients from document origination through planning,
procurement and now to fulfilment. Increasingly, contract wins will include an
important element of warehousing and distribution to bank branches and retail
outlets. 
Print Management
2002 Turnover £m 55.7 4.8% ROS*
* Return on sales
9.1% ROS 2001 Turnover £m 5.0
In 2003, 700 Barclays staff will use the c-store
application named ‘fred’.
‘Barclays and communisis plc
entered into a five-year
contractual strategic partnership
for printing services in November
2002. This followed an exhaustive
print review and we are very
pleased to be working in
partnership with communisis
utilising their end-to-end
document management system.’
Ray Huntzinger, Head of Production,
Barclays Marketing Operations. communisis plc chief executive’s report
6
Personalised Products
Personalised Products is made up of direct marketing,
communisis chorleys and communisis broadprint, and
communisis security products.
Overall profits from these businesses improved in the year
with direct marketing slightly down, contributing £8.1m on
£77.6m of sales, being more than offset by the improvement
in security products, which contributed £7.3m on £33.4m of
sales.
In direct marketing communisis is the premium supplier of
direct mail and specialist print products in the UK. Targeting
mainly financial services and retail sectors the business
traditionally relies on high levels of data management and
personalisation to offer more sophisticated direct mail
products. However, the industry trend has been for simpler
personalised products as marketing budgets have been
trimmed and lowest cost purchasing has predominated in the
current climate.
Following a weak second half 2001, the first quarter 2002
showed some improvement but thereafter, and in particular
through the summer months, pricing came under increasing
pressure as the simpler requirements attracted a wider range
of print suppliers. However, direct mail volumes held up
better than most print products, where communisis
continues to supply at the highest quality end of the market
as well as being market leader at the most competitive end.
In June communisis and Air Miles produced the largest ever
digital mailing in the UK. The campaign targeted over 
3 million customers in one-to-one communications.
Our objective to be world class includes a statement about
being lowest cost producer. The direct marketing business
made further strides in 2002 on both quality and costs.
Increasingly the business will see growth in sales from the
key account programme and print management contract
wins. This, together with continuous productivity
improvement, will support profitability. 
In security products communisis is the market leader in the
supply of cheques and credit products for both retail and
corporate clients. Sole supply positions with several large
banking customers make this business strategic to their
overall print needs. In communisis’ key account programme
a majority of clients have strategic positions with our security
products business.
Despite cheque usage declining by 6% annually, communisis
security products increased volume in the year by 1% due to
further contract wins increasing market share. Nevertheless
overall turnover declined due to lower prices in new
contracts and market linked raw material cost reductions. 
Profitability improved again this year, despite the lower
turnover and driven by productivity. Continuous
improvement is fundamental to the manufacturing culture
and ISO 9000:2000 was achieved in all three cheque
production facilities during the course of the year.
It is our objective to increase the UK market share for this
business during 2003/2004 and maintain its position as part
of a strategic manufacturing offer to the key account
programme.
Personalised Products
2002 Turnover £m 111.0 13.9% ROS
12.9% ROS 2001 Turnover £m 114.8
over
3 million
Air Miles
customers
targeted with
one-to-one
communications chief executive’s report report and accounts 2002
7
Document Services Europe
Document Services Europe is a leading manufacturer of
business stationery in the UK and the Benelux.
In 2002 profitability suffered due to a 14% turnover decline
almost equally due to volume and price falls. Although UK
profitability held up relatively well despite the competitive
pressures, the Benelux fared worse.
The year saw the completion of factory rationalisations with the
closure of manufacturing in Belgium and the transfer of capacity
to expanded facilities in Luxembourg and The Netherlands.
Over the past two years six facilities across Northern Europe
have been reduced to three and despite a decline in profitability
in 2002 the level is considerably ahead of the industry and
reflects the quality of the communisis business.
Despite weak demand and reduced prices the UK business held
profitability well, driven by the rationalisations initiated in
2000/2001 and the continuous improvement programme.
In Europe, recession in the Benelux countries seemed to impact
immediately after the launch of the Euro had increased pre 
year-end activity in 2001. 2002 started poorly and struggled to
recover. The closure of the Belgian factory was completed by
the half-year and the benefits only started to emerge towards
the end of 2002.
We enter 2003 with a settled structure in Europe and a very
efficient UK cost base; both will benefit from the key account
programme and the contracts being delivered by print
management.
Business forms documents are fundamental to our major clients
in both the financial and retail sectors and our pan-European
capability is set to follow our customers’ development and
geographic expansion.
Document Services Europe
2002 Turnover £m 73.1 8.4% ROS
10.0% ROS 2001 Turnover £m 85.3
a leading manufacturer of
business stationery in the UK and the Benelux communisis plc chief executive’s report
8
Color Solutions
Color Solutions operates in the UK, France, Germany, Belgium, USA and Canada.
Its major customers are in the DIY, retail, automotive and cosmetics sectors.
It is a barometer of global economic conditions. 
The continued slowdown in North America impacted turnover and profitability in
2002. Overall, the European business proved more resilient with longer term
contracts supporting performance. North American customers reacted to the
economic slowdown by reducing stock levels and the order pipeline, and competitive
price pressures increased. Our response has been to change the organisation to be
able to respond on an international front, consistent with the development of global
customers particularly in the DIY and automotive sectors.
Sales and marketing is now operated on an international basis and customer
opportunities are co-ordinated between the UK, Continental Europe and North
America. We now offer to supply, with alternative products and services, on a multi-
country production basis.
In the UK the transformation of our sheetfed and flexible print operation continued
as a low cost, high quality alternative in support of not only colour cards but also the
key account programme. 
2003 will prove challenging, particularly in North America, and we will continue to
develop the color solutions offering consistent with our focus on key customers.
David Jones
Chief Executive
Color Solutions
2002 Turnover £m 36.4 10.0% ROS
11.1% ROS 2001 Turnover £m 39.7
a global
leader
in the manufacture of
colour cards
& labels ﬁnancial review report and accounts 2002
9
Overview
In the year ended 31 December 2002 turnover increased by
11% to £262.1m including first time revenues of £50.3m from
Centurion Press Limited acquired in May 2002. Adjusted
operating profits were £25.2m
1
(2001: £26.0m) reflecting a
return on sales of 9.6%, profit before tax rose to £12.9m
(2001: £6.7m) with earnings per share at 4.9p (2001: 2.31p
3
)
and adjusted earnings per share
2
at 12.19p (2001: 13.75p
3
).
Centurion contributed £2.5m
2
to operating profit and the
acquisition was earnings per share enhancing in the year ended
31 December 2002.
Revenue analysis
Following the acquisition of Centurion, service revenues in
2002 grew to 20% (2001: 2%) of total revenues. The change in
balance towards the faster growing service revenue impacts
operating margin as typically such revenue produces a lower
return on sales but a higher return on assets. Furthermore in
2002 over £100m of revenues came from contractually-based
business. The proportion of contractual business should
increase further with a full year’s contribution from Centurion
and will improve the predictability of revenues going forward.
Geographical contributions
In 2002 the UK contributed 84% of group revenue by origin,
Continental Europe 12% and North America 4%. The UK
continues to be the major market for the group with many of
our key account customers in the banking and retail sectors
based there.
Notes
1
Before amortisation of contract premium payment, goodwill amortisation and
exceptional items.
2
Before goodwill amortisation and exceptional items.
3
Restated for the adoption of FRS19.
Exceptional items and goodwill
In 2002 communisis incurred exceptional costs of £1.3m,
comprising operating exceptional costs of £0.3m and non-
operating costs of £1.0m. The non-operating costs were
principally in respect of the cost of co-ordinating Centurion
and its IT systems with existing businesses. Operating
exceptional costs total £0.3m arising from £2.3m of costs,
principally relating to the completion of the reorganisation
programmes initiated in 2001, net of £1.6m exceptional
operating receipts. The long term incentive plan also generates
a credit of £0.4m based upon a communisis plc share price of
111p at 31 December 2002.
The goodwill amortisation charge in 2002 is £9.2m (2001:
£7.7m) and has increased principally as a result of the
acquisition of Centurion during the year.
Taxation, proﬁts, dividends and earnings 
per share
Taxation has been provided on the 2002 profit before tax and
goodwill amortisation at a rate of 27% (2001 restated for the
adoption of FRS19: 25%). The tax rate will tend to rise in
subsequent years closer to the UK standard rate of tax as
brought forward losses become fully utilised. The accounting
standard FRS19 ‘Accounting for Deferred Taxation’, which
prescribes that deferred taxation should be provided on a full
provision basis, was implemented during the year. The impact
of FRS19 on the taxation charge in the current year is an
increase of £0.1m (2001: decrease of £0.4m). Total dividends
comprise an interim payment of 1.467p per share, paid in
October 2002, and 2.933p per share proposed as a final
dividend, giving a full year total of 4.4p (2001: 4.0p) which is
an increase of 10%. Earnings per share at 12.19p
2
covered the
ordinary dividend 2.77 times.
Financial Review
Group Performance
2002 Turnover £m 262.1 9.6% ROS
11.0% ROS 2001 Turnover £m 236.1
Revenue
Analysis
2002
Service Service
2001
Manufacturing Manufacturing communisis plc ﬁnancial review
10
Cashﬂow, net debt and acquisitions
Operating cash flow generation was £33.6m in 2002 before
other cash outflows of £9.0m in respect of current and prior
year exceptional charges and a £5.0m contract premium
payment to Barclays Bank PLC. The major acquisition in the
year was Centurion for a consideration of 7,403,758 new
communisis shares valued at £12.7m and £24.6m of cash
including costs. A further £5.3m was paid in cash to certain
managers at Centurion. The cash payments were financed by a
new £30m revolving credit facility. After outflows of £1.6m for
interest, £6.1m for net capital expenditure, £6.4m for taxation,
£7.6m for dividends and £0.6m of other inflows, net debt
stood at £28.4m (2001: cash balance £3.0m).
Treasury
In addition to the £30m revolving credit facility taken out to
part finance the acquisition of Centurion, communisis has UK
facilities of £23m including an element designated in US
dollars ($8m) and a €9m facility. communisis has limited cross
border trading transactions and as a consequence has a low
level of transactional foreign exchange exposure. As net debt
is relatively low borrowings are predominantly held under
variable interest rates and communisis does not currently use
any sophisticated financial instruments. 
The communisis pension plan (‘The Plan’)
The continued deterioration and extreme volatility in
worldwide stock markets has led to further debate regarding
the short-term measurement of asset values in UK pension
funds. Full implementation of FRS17 ‘Retirement Benefits’ has
been delayed until financial years beginning on or after 1
January 2005. The transitional provisions under FRS17 will
continue to apply in the interim, with disclosure required in the
notes to the accounts. For the moment the Plan continues to
be accounted for under the provisions of SSAP 24.
The requirements of FRS17 involve valuing the assets and
liabilities of the Plan at a specific point in time and,
consequently, such valuations are prone to a high level of
volatility. The FRS17 disclosures at 31 December 2002 show a
funding deficit in the Plan of £20.7m after taking account of
deferred taxation, a deterioration of £11.7m over the last year.
This shortfall has substantially been the result of the weakness
in world equity markets over the past three years. Further
details are given in Note 23 to the accounts.
The group’s funding requirements for the Plan are largely
derived from triennial actuarial valuations, the latest of which
is currently in progress. The basis of this valuation is different
to that used under FRS17, but a substantial shortfall is
nevertheless expected. The level of the shortfall will be
discussed in detail with the actuaries to the Plan when the
triennial valuation has been completed, and it is considered
likely that contributions to the Plan will be required to
increase. It is worth noting, however, that the cash flow
position of the Plan is positive with current contribution levels
exceeding payments to existing pensioners.
The group’s final salary pension arrangements were closed to
new entrants in October 2001. All new employees may join a
new section of the Plan, the retirement benefits of which are
based on career average revalued earnings.
Aidan Hughes
Finance Director directors’ responsibilities report and accounts 2002
11
Directors’ Responsibilities
Company law requires the directors to prepare accounts for
each financial year which give a true and fair view of the state
of affairs of the company and the group and of the profit or
loss of the group for that period.
After making enquiries, the directors have a reasonable
expectation that the company and the group have adequate
resource to continue in operational existence for the
foreseeable future. For this reason, they continue to adopt the
going concern basis in preparing the accounts.
In preparing the accounts, the directors are required to: select
suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and
prudent; and state whether applicable accounting standards
have been followed, subject to any material departures
disclosed and explained in the accounts.
The directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time
the financial position of the company and group and enable
them to ensure that the accounts comply with the Companies
Act 1985. They are also responsible for safeguarding the assets
of the company and group and hence for taking any reasonable
steps for the prevention and detection of fraud and other
irregularities.
In addition, the directors are responsible for the preparation of
the Report by the Board on Directors’ Remuneration in
accordance with the relevant legislation and other
requirements. communisis plc the management team
12
The Management Team
The Board
Board of Directors
Stuart Wallis – Chairman* Age 57
Appointed to the Board of communisis plc in 1997.
Chairman of the Nominations Committee and a member
of the Audit and Remuneration Committees. He is also
Chairman of Protherics PLC and several private
companies.
David Jones – Chief Executive Age 52
Appointed to the Board of communisis plc in 1998 and
became Chief Executive in the same year. He has
previously been Chief Executive of Rexam Octagon and
Rexam Containers, members of Rexam plc.
Aidan Hughes – Finance Director Age 42
Appointed to the Board of communisis plc on 10
December 2001 as a non-executive director and became
Finance Director on 11 April 2002. Formerly Finance
Director of The Sage Group plc from 1993 to 2000.
Stuart Timperley* Age 59 
Appointed to the Board in March 2000. Chairman of the
Remuneration Committee and a member of the
Nominations and Audit Committees. Also visiting
Professor at the University of Milan (ISTUD). He is
Chairman of East England Arts, a director of the Arts
Council of England and advisor to several international
companies.
Roger Jennings* Age 53
Appointed to the Board in June 2002. Chairman of the
Audit Committee and a member of the Remuneration
and Nominations Committees. Also Chief Executive of
Austin Reed Group PLC. He has previously held a
number of senior management appointments in
consumer product companies and international
consultancy.
Michael Firth* Age 60
Appointed to the Board in December 2002. Member of
the Audit, Remuneration and Nominations Committees.
Also a non-executive director of Somerfield plc. Recently
retired from his role of Head of Corporate Banking at
HSBC Bank plc.
Michael Smith* Age 55
At the AGM the directors will propose the election of
Michael Smith as non-executive Chairman. Mr Smith is
Chief Executive of The Rank Group Plc, a position he has
held since April 1999. He was formerly a director of
Hilton Group PLC.
*  Non-executive
Stuart Wallis – Chairman
Aidan Hughes – Finance Director Stuart Timperley – Non-executive Director
Roger Jennings – Non-executive Director Michael Firth – Non-executive Director
David Jones – Chief Executive the management team report and accounts 2002
13
The Executive Management Committee (‘EMC’) is the operating board of
communisis plc. It complements the role of the plc board.
The EMC comprises the following key people from across the
communisis group:
David Jones – Chief Executive
Aidan Hughes – Finance Director
Mark Cornford – Managing Director,
Document Services Europe Age 37
A chartered engineer, has been with communisis for three
years. He has previously held high profile senior managerial
posts with international engineering and manufacturing
companies. 
Denise Moran – Managing Director, 
Group Strategic Partnerships Age 40
Has spent over 21 years working in the direct marketing
industry in client services roles. In 2002 she became Managing
Director of communisis group strategic partnerships. Also has
responsibility for the group key account programme.
David Murray – Managing Director,
Personalised Products Age 42 
Qualified production engineer and MBA. Previously worked in
the aerospace industry in production, commercial and general
management roles. Also worked in the automotive industry as
Managing Director of a multi-site business based in the UK and
USA. 
Geoff Simpson – Managing Director,
Color Solutions Age 39
Graduate qualified chartered accountant with 15 years’
experience in industry. Joined the Waddington group in 1990
as Finance Director of an FMCG subsidiary. Responsible for
communisis’ international colour card businesses. 
Paul Simpson – Managing Director,
communisis one Age 47
Joined the Waddington group 20 years ago working at
Waddington Chorleys, where he reached the position of
Operations Director. In 2000 became Managing Director of
communisis one, the group’s specialist communication
services business. 
Simon Tate – Managing Director, 
Centurion Age 43
Spent most of his working career with Centurion Press.
Became Managing Director in 1994 and has since overseen
significant growth in the business. He has been responsible
for the successful integration into communisis after the
acquisition.
Ben Wells – Group Personnel Director Age 62
A physics and maths graduate with significant experience in
multinational businesses before joining communisis. 
John Wells – Group Commercial Director Age 49
After 30 years at communisis chorleys, the last 11 as Managing
Director, moved to a central role with responsibility for group
commercial activities including purchasing and planning.
Martin Young – Company Secretary Age 48
Appointed Company Secretary of communisis in March 2000,
having been Company Secretary of Waddington PLC since
1990. A law graduate and chartered accountant. communisis plc directors’ report
14
Directors’ Report
The directors present their annual report on the affairs of the
group, together with the accounts and auditors’ report for the
year ended 31 December 2002. A review of the performance in
the year, of the position at the year-end and of future
developments is given in the Chief Executive’s Report and in
the Financial Review.
Principal activity
The principal activity of the group during the period under
review was to provide full service print solutions.
Results and dividends
The results for the year and the transfer to retained profits are
shown on page 28. An interim dividend of 1.467p was paid in
the financial year ended 31 December 2002. The directors are
proposing a final dividend of 2.933p per ordinary share, taking
the proposed full year dividend to 4.4p per share (2002: 4.0p).
The final dividend is payable on 23 April 2003 to shareholders
on the register at close of business on 21 March 2003. This will
be put to the shareholders at the Annual General Meeting on
10 April 2003. 
Directors
Brief biographical details of the present directors are shown on
page 12.
The directors who served during the year are shown below: 
S M Wallis (Non-Executive Chairman)
D E A Jones (Chief Executive)
M G Firth (Non-Executive)
Dr J Hollowood (Non-Executive, retired 20 June 2002)
A J Hughes (Non-Executive, subsequently Finance Director) 
R W Jennings (Non-Executive)
A A Lipinski (Finance Director, resigned 11 April 2002)
M Mitchell (retired 31 December 2002)
Professor S R Timperley (Non-Executive)
Mr R W Jennings was appointed a director on 20 June 2002
and Mr M G Firth on 2 December 2002. They retire in
accordance with Article 97 of the company’s Articles of
Association and offer themselves for election. 
The director retiring by rotation under Article 92 of the
company’s Articles of Association is Professor S R Timperley
who, being eligible, offers himself for re-election. 
Mr A J Hughes, who was elected as a non-executive director at
last year’s AGM, was appointed Finance Director following the
resignation of Mr A A Lipinski. Mr Hughes is offering himself
for re-election this year as Finance Director. 
Mr S M Wallis will be retiring as Chairman of the company at
the conclusion of the Annual General Meeting on 10 April
2003. The Board proposes that Mr M E Smith be elected as a
non-executive director and Chairman of the company with
effect from the close of the Annual General Meeting. Mr Smith
is the Chief Executive of The Rank Group Plc. His brief
biographical details can be found on page 12.
The interests of the directors in the share capital of the
company are set out on page 25.
Developments
Details of the group’s portfolio of businesses and comment on
future developments are set out in the Chairman’s Statement
and Chief Executive’s Report. The main changes in the group’s
portfolio during 2002 have been the acquisitions of Centurion
Press Limited in May and SR Communications’ Response
Management Division in October. These acquisitions have
brought print management and project fulfilment capability
into the group. For further details see Note 11 to the accounts.
Research and development
Expenditure on research and development in the year was
£719,000 (2001: £917,000). This represents the group’s
product development expenditure and is separately disclosed
in Note 2 to the accounts.
Tangible Assets
Details of the movements in tangible fixed assets are given in
Note 10 to the accounts.
The directors are of the opinion that any difference between
the book value and the market value of the group’s land and
buildings is not significant.
Share Capital
Movements in the authorised, allotted and fully paid share
capital are set out in Note 18 to the accounts.
Purchase of own shares
The directors will be asking shareholders to renew the
authority granted to them at last year’s AGM to purchase the directors’ report report and accounts 2002
15
company’s own shares. Further details of this resolution are set
out in the Notice of Annual General Meeting, enclosed with
this Report.
Share Option Schemes
Further options were granted during the year under the
group’s share option schemes.  Details of the options
outstanding at the year-end are given in Note 18 to the
accounts. 
Employees
The group gives full and fair consideration to applications for
employment by disabled persons having regard to their
particular aptitudes and abilities. Every effort is made to
continue the employment of employees who have become
disabled during their employment with the company.
Depending on their skills and abilities disabled employees have
the same career prospects and opportunities for promotion as
other employees. 
The group’s practice is to keep all its employees informed on
matters affecting them, through consultation and information
on the general financial and economic factors affecting the
company’s performance. 
Substantial interests
As of 19 February 2003 the company had been informed of
interests of 3% or more in the company’s issued ordinary
shares as follows:
No. of
ordinary
Funds managed by: shares %
Aberforth Partners’ Clients 25,950,000 18.03
Fidelity Investment Services Ltd 14,926,395 10.37
Britannic Asset Management 9,774,256 6.79
Legal & General Investment Management 7,640,060 5.31
UBS Global Asset Management (UK) Limited 5,006,759 3.48
Policy in respect of payment of suppliers
The group’s policy is to settle terms of payment with suppliers
when agreeing the terms of each transaction, ensure suppliers
are made aware of the terms of payment and abide by the
terms of payment. 
The number of days purchases in creditors at the year-end was
71 days (2001: 76 days).
Charitable and political donations
During the year the group contributed £22,957 (2001:
£24,000) for charitable purposes and one of its subsidiary
companies, Centurion Press Limited, made a political
contribution of £500 to the Labour Party (2001: £nil).  
Annual General Meeting
Notice of the Annual General Meeting to be held on 10 April
2003 is contained in the document addressed to shareholders
dated 5 March 2003 and enclosed with this Report. That
document also contains details of the special business to be
proposed at the Annual General Meeting.
Auditors
On 31 July 2002 the company’s auditors, Arthur Andersen,
resigned and the Board appointed Deloitte & Touche to fill the
casual vacancy. Deloitte & Touche resigned as the company’s
auditors on 11 October 2002 and the Board appointed Ernst &
Young LLP to fill the casual vacancy created by this
resignation. 
The directors will place a resolution before the Annual General
Meeting to re-appoint Ernst & Young LLP as auditors for the
ensuing year. 
By order of the Board
Martin Young
Secretary
5 March 2003 communisis plc corporate governance
16
Corporate Governance
The Board remains committed to high standards of corporate
governance and manages the affairs of the company in
accordance with the Principles of Good Governance and the
Code of Best Practice (the ‘Combined Code’) issued by the
Financial Services Authority as an Appendix to its Listing
Rules. The Combined Code was derived from the Cadbury,
Greenbury and Hampel Committee Reports.
Statement of compliance
The company complies and has complied in full throughout the
year with the provisions of section 1 of the Combined Code.
Principles of good governance
(A) Directors
1. The Board
The Board currently consists of two executive and four
non-executive directors and meets regularly throughout the
year. The non-executive directors provide the company with
further substantial commercial and investment experience.
Certain matters are subject to Board approval and a list of
these matters is contained in a formal schedule. Procedures are
in place to enable directors to obtain independent professional
advice, where necessary, at the company’s expense and all
directors have access to the advice and services of the
Company Secretary.
2. Chairman and Chief Executive
The roles of Chairman and Chief Executive are clearly
segregated and are carried out by separate individuals. In
addition, Stuart Timperley is the Senior Independent Director
of the company.
3. Board balance
The Board has a balance of executive and non-executive
directors, and the non-executive directors continue to
represent a strong and independent element. The
non-executive directors do not participate in the company’s
share option schemes except for the participation of Stuart
Wallis in the Mansfield 1999 Incentive Plan.
4. Supply of information
A pack of financial information is provided for each Board
meeting and all transactions over specified levels are presented
to the Board for approval. In addition annual budgets are
presented to the Board for discussion and approval.
5. Re-election
The company’s Articles of Association provide that one-third
of the directors retire (rounded down if the number of
directors is not divisible by three) at each Annual General
Meeting. All directors, in accordance with the Combined Code,
will submit themselves for re-election at least once every
three years.
(B) Directors’ remuneration
The Report by the Board on Directors’ Remuneration on pages
19 to 25 sets out the principles applied by the Board in relation
to this subject. A resolution to approve this Report is included
on the agenda for the Annual General Meeting.
(C) Relations with shareholders
1. Dialogue with institutional shareholders
The Chief Executive and the Finance Director meet regularly
with institutional shareholders to discuss the progress of
the group.
2. Constructive use of Annual General Meeting
The Board welcomes the attendance and questions of
shareholders at the Annual General Meeting.
(D) Accountability and Audit
1. Financial reporting
The Board believes that the group’s accounts provide
information for shareholders in a clear and comprehensible
format and facilitate a balanced assessment of the
group’s progress.
2. Internal control
Under the terms of the Combined Code, the Board is
responsible for the group’s system of internal control and for
reviewing its effectiveness. Such a system is designed to manage
rather than eliminate the risk of failure to achieve the group’s
strategic objectives and can only provide reasonable and not
absolute assurance against material misstatement or loss.
An ongoing process for identifying, evaluating and managing
the group’s significant risks has been established. These
procedures have been in place throughout the financial year
and up to the date of approval of the Annual Report and
Accounts. The effectiveness of the process is reviewed twice
yearly by the Board in accordance with the guidance, Internal
Control: Guidance for Directors on the Combined Code. corporate governance report and accounts 2002
17
Principal elements of the group’s system of internal controls
are:
(i) Control environment
The Board sets the overall policy for the group which includes
a well defined organisational structure with clear operating
procedures, lines of responsibility and delegated authority.
Control procedures exist to identify and control business risks,
safeguard the group’s assets and to ensure that financial
transactions are properly recorded.
(ii) Assessment of business risk
A system of risk assessment and evaluation of controls is
embedded within the management process. Risk assessment
and evaluation takes place within each division whereby
management completes a structured review of business risks
and risks to business objectives which are evaluated in terms
of their individual significance and set out in a ‘risk map’.
Strategic risks and opportunities arising from changes in the
group’s business environment are regularly reviewed by the
Board. Appropriate control procedures are identified for each
key risk and responsibility for control is allocated to
appropriate managers.
(iii) Monitoring process
The control procedures are regularly reviewed by executive
management. The Board, in addition to its review of internal
financial controls, regularly reviews the ‘risk maps’ and other
reports setting out the key performance and risk indicators and
considers possible control issues brought to its attention by
these and other early warning mechanisms which are
embedded within the operations. Representations that control
procedures have been operating effectively throughout the
year are received from each business unit.
The agenda for Board meetings includes a regular item for
consideration of business risks and controls and the Board
receives regular reports which discuss how effectively control
procedures are operating. The Board uses these reports as a
basis to assess risks material to the achievement of the group’s
strategic objectives.
3. Internal financial control
In addition to the general internal controls discussed above the
directors of the company acknowledge their responsibility for
the group’s system of internal financial control.
The key features of the internal financial control system that
operated throughout the period covered by the accounts are
described below:
(i) Operating controls
The purposes of the key financial and operating control
procedures in place throughout the group are:
• the safeguarding of assets against unauthorised use or
disposition; and
• the maintenance of proper accounting records and reliable
financial information for use within the business or for
publication.
(ii) Financial reporting and information systems
There is a comprehensive budgeting and strategic review
system with an annual budget and revised forecasts for the
year which are continuously updated and compared to actual
results on a regular basis.
(iii) Functional reporting
The Board has identified specific areas and transactions which
require full Board approval. These include matters such as
acquisitions and disposals over certain pre-agreed financial
limits and the establishment of banking facilities.
(iv) Investment appraisal
The group has clearly defined guidelines for capital
expenditure. These include detailed appraisal and review
procedures, levels of authority and due diligence requirements.
(v) Internal audit
There is a rolling programme of internal audit reviews of
subsidiary companies which are documented and reported.
The group also has a self-assessment package, which facilitates
the measurement and appraisal of the principal financial
controls across the group.
The Board has reviewed the effectiveness of the system of
internal financial control in operation in the group. The
directors consider that there have been no material
weaknesses in internal financial control that have resulted in
any material losses, contingencies or uncertainties requiring
disclosure in the accounts.
4. Board Committees
The Audit Committee, which normally meets two or three
times a year, comprises the four non-executive directors, and
is chaired by Roger Jennings. The Committee reviews the communisis plc corporate governance
18
company’s interim and annual accounts before submission to
the Board for final approval and considers any matters raised
by the auditors. The Audit Committee has specific terms of
reference which deal with its authorities and duties.
As the auditors of the company Ernst & Young LLP also
provide non-audit services to the company. The Audit
Committee keeps under review the nature and extent of such
services, in order to seek to balance the maintenance of
objectivity and value for money.
The Remuneration Committee comprises the four non-executive
directors. It is chaired by Stuart Timperley and meets as
required during the year to review and agree the terms and
conditions of employment of the executive directors, including
levels of remuneration and other benefits.
The Nominations Committee, chaired by Stuart Wallis,
comprises the four non-executive directors and meets as
required to monitor the process for appointment of additional
directors of the company.
During 2002 there were five changes to the composition of the
Board. However, the Audit, Remuneration and Nominations
Committees continue to comprise only non-executive
directors. report by the board on directors’ remuneration report and accounts 2002
19
Report by the Board on Directors’ Remuneration
This report is presented to shareholders by the Board and sets
out the Board’s remuneration policy and details of the
remuneration of each director. The Remuneration Committee
is responsible for developing policy on executive remuneration
and for approving the remuneration packages of individual
executive directors.
Remuneration policy
The aim of the Board is to attract, motivate and retain high
calibre executives by rewarding them with competitive salary
and benefit packages, which reflect their level of responsibility
and performance. For guidance the Board’s Remuneration
Committee has regard to published remuneration information
on similar companies and appoints external advisers as it sees
fit. During the year professional advice was sought from
external consultants Hewitt Bacon & Woodrow, who did not
provide any other services to the group. Base salary and
benefits are reviewed each year to ensure that they are
supportive of the company’s business objectives and the
creation of shareholder value. The Board believes in
performance related awards that both incentivise executive
directors and senior executives to generate exceptional
performance and provide a clear and direct alignment of their
interests with those of shareholders.
During 2002 the Remuneration Committee has comprised:
Stuart Timperley Chairman
Michael Firth Appointed 10 December 2002
John Hollowood Resigned 20 June 2002
Aidan Hughes Resigned 11 April 2002
Roger Jennings Appointed 17 July 2002
Stuart Wallis
The main components of the remuneration package are as
follows:
1. Basic salary
Salaries for directors and certain key employees are reviewed
annually by the Remuneration Committee. It is the
Committee’s policy to ensure that the basic salary is
appropriate and competitive for the responsibilities involved.
2. Performance related bonus
During 2002 the company operated an annual performance
bonus plan for Aidan Hughes and Michael Mitchell. The level
of bonus is related to the overall performance of the group and
is subject to approval by the Remuneration Committee and is
also subject to a cap of 75% of basic salary.
In 2003 the bonus plan will include the Chief Executive, for the
reason referred to below in section 5(ii). The level of bonus will
be linked to the total shareholder return (‘TSR’) performance
of the group and be capped at 75% of basic salary. In the case
of the Chief Executive the top-slice 25%, if earned, will, subject
to the approval by shareholders of the communisis Matched
Award Plan, be delivered in existing communisis shares as part
of the Chief Executive’s investment under that Plan.
Accordingly, he would qualify for a Matched Award under that
Plan with respect to the communisis shares so delivered. Full
details of the Matched Award Plan are outlined in the notes
accompanying the Notice of Annual General Meeting.
3. Pension benefits
Details of the individual directors’ pension arrangements are as
follows:
David Jones is entitled to a pension of one-third of basic salary
on retirement at the normal retirement age of sixty.
Michael Mitchell’s Normal Retirement Date (‘NRD’) was
1 January 2001; his pension entitlement at NRD of £113,833
per annum will be increased by an actuarially calculated late
retirement factor to reflect the period during which his pension
has been deferred.
Aidan Hughes is not a member of any pension arrangement
administered by communisis; instead the company will pay an
amount equal to 20% of his basic salary into an executive
personal pension arrangement.
Life assurance cover of four times basic salary is also provided
for the executive directors.
4. Benefits in kind
The main elements are the provision of, or a monthly
monetary allowance for, a motor car and medical insurance.
These benefits are in line with those offered by comparable
companies and are valued for the purposes of remuneration at
the amount assessed to income tax on the director.
5. Share option plans
Three share option plans have operated during the year ended
31 December 2002:
* The Savings Related Share Option Scheme
* The Mansfield 1999 Incentive Plan
* The Executive Share Option Scheme 2000 communisis plc report by the board on directors’ remuneration
20
In addition, Michael Mitchell holds executive options granted
during his employment with Waddington PLC. These have
been converted into options over shares in communisis plc.
Details are shown on page 25. The exercise of these share
options is not subject to any performance condition.
(i) Savings Related Share Option Scheme
The company operates a Savings Related Share Option
Scheme in which all UK-based employees of the group are
entitled to participate.
(ii) The Mansfield 1999 Incentive Plan (‘the Plan’)
The Plan is designed to align the interests of shareholders and
group senior management by enabling management to share in
the amount by which the group’s TSR outperforms the TSR of
an equivalent investment in the FTSE All Share Index. (Note:
TSR may be defined as the growth (or decline) in the
company’s share price, plus the value of dividends reinvested).
This outperformance was to be measured on two occasions;
firstly, on the announcement of communisis’ audited results
for the year ended 31 December 2001 (i.e. 6 March 2002) and,
secondly, on the announcement of communisis’ audited results
for the year ended 31 December 2002 (i.e. 5 March 2003).
The share of such outperformance available to management on
each occasion would be 4% of such outperformance if the
communisis TSR were in the top quartile of the FTSE All Share
Index and 2% if the communisis TSR were in the second
quartile. The bonus pools that may become available under
this Plan are to be divided equally between Stuart Wallis and
David Jones.
The use of the TSR of the FTSE All Share Index as the
comparator for the communisis TSR was, at the time of
approval of the Plan, and still is, considered by the
Remuneration Committee to be the most representative and
fair measure of the input of Messrs Wallis and Jones to the
development of the group following the acquisitions of
Waddington PLC and the Rexam Printing Division.
The first bonus pool was paid in March/April 2002 and
resulted in a cash payment of £1.818m (before tax) to each of
Stuart Wallis and David Jones. The measurement of the
company’s TSR in the relevant period and under the Rules of
the Plan placed communisis in the top quartile of companies
in the FTSE All Share Index, and hence Messrs Wallis and
Jones shared 4% of communisis’ outperformance.
Provision has been made in these accounts for the value of the
second bonus pool accrued to 31 December 2002 including
related Employer’s National Insurance Contributions.
The second bonus pool has been calculated at 31 December
2002 on the basis of the communisis share price at that date
of 111p and on the basis that the same stock market
conditions continue to apply until the maturity of the Plan on
5 March 2003.
The second bonus pool is payable in March/April 2003, and it
is likely that payment will again be paid to the participants in
cash. Benefits under this Plan are not pensionable.
The Plan matures on 5 March 2003 and will cease to operate
following the payment, if any, of the second bonus pool. In
view of the termination of the Plan the Remuneration
Committee believes that it is appropriate that David Jones, in
his role as Chief Executive, be permitted to participate in the
Performance Related Bonus arrangements (see section 2
above), the Executive Share Option Scheme 2000 (see section
5(iii) below) and, subject to its approval by shareholders, the
Matched Award Plan (see section 6 below).
(iii) Executive Share Option Scheme 2000
In June 2000 the company established the Executive Share
Option Scheme 2000. Under the Inland Revenue approved
section of this scheme the value of options granted is restricted
to £30,000. Under the unapproved section of this scheme
options may be granted to a value exceeding £30,000. Options
granted under both sections are generally subject to the
performance condition that the percentage increase in
normalised earnings per share (‘eps’) over any three
consecutive financial years, commencing on or after the
beginning of the financial year in which the date of grant falls,
must exceed the percentage increase in the Retail Prices Index
(‘RPI’) over that period by an average of at least 3% per
annum. However, see below for the performance condition
proposed for the grant of options to the Chief Executive.
For options granted in June 2000 this performance condition is
inappropriate as the eps in 1999 for John Mansfield Group plc
was negative and hence the percentage increase cannot be
calculated. For those options the Remuneration Committee
has determined that in the initial three-year period the base
point for the measurement of growth in eps should be the
group’s annualised eps, calculated by reference to the actual
figure for the half-year to 30 June 2000; again exercise is report by the board on directors’ remuneration report and accounts 2002
21
conditional upon the increase exceeding growth in the RPI by
an average of at least 3% per annum.
The Remuneration Committee considers that the performance
measure for this scheme of growth in normalised eps is a
significant driver of sustained improvement in the group’s
performance, which will focus executives on profitable growth
in both the short and long term. It has the additional benefits
of being well recognised and easily understood.
The Remuneration Committee has, however, decided that for
options proposed to be granted to the Chief Executive in 2003
and subsequently, the performance condition should recognise
the relative performance of the company as compared to
similar businesses. Therefore those options granted to the
Chief Executive will only become exercisable three years after
the date of grant if the TSR of the company, as compared with
the TSR performance of similar companies in the Support
Services sector of the FTSE All Share Index (excluding FTSE
100 companies), is at or above the median level over this
period. If this target is not achieved at the end of the initial
three-year period, it will be re-tested for one further year only.
It is proposed that the Chief Executive will be granted options
under the scheme over shares having a value of two times his
basic salary (as at the date of grant) in 2003 and over one
times his basic salary in each of 2004 and 2005.
6. The communisis Matched Award Plan (‘the Matched
Award Plan’)
The Matched Award Plan, for which shareholders' approval is
sought at the AGM, is being established to encourage selected
senior employees of the company to invest up to 50 per cent
of any amount paid to them under any performance related
incentive plan (or any other amount of such payment which
the Remuneration Committee may decide in respect of any
individual) in the company's shares. Under the Matched Award
Plan, the company will match the investment made by
participants on a share-for-share basis. Participants will
normally become entitled to the matched shares at the end of
a three-year holding period provided that they remain
employed by the company at that time and pro-rata to the
extent that they have continued to hold their invested shares. 
Full details of the Matched Award Plan are outlined in the
notes accompanying the Notice of Annual General Meeting.
7. Service agreements
The company’s policy is for all executive directors to have
service agreements which terminate on the attainment of
retirement age. In order to mitigate its liability on early
termination the company’s policy is that it should be able to
terminate such agreements on no more than twelve months’
notice. In addition Stuart Wallis has a service agreement.
Details of the directors’ service agreements are as follows:
David Jones has an agreement dated 20 December 1999 which
expires on 7 September 2010. This agreement can be
terminated by the company or the director with twelve
months’ notice, and provides for the payment of basic salary,
plus certain benefits, for the notice period. 
Aidan Hughes has an agreement dated 11 April 2002 which
expires on 23 December 2020. This agreement can be
terminated by the company with twelve months’ notice or by
the director with six months’ notice and provides for the
payment of basic salary, plus certain benefits, for the notice
period.
Stuart Wallis has a service agreement dated 27 October 1997
and a consultancy agreement dated 20 December 1999. Under
the terms of the consultancy agreement Mr Wallis may
participate in the Mansfield 1999 Incentive Plan. Both
agreements have been on a rolling twelve-month basis;
however, Mr Wallis will retire from the Board at the conclusion
of the Annual General Meeting on 10 April 2003. 
8. Non-Executive Directors
The fees payable to the non-executive directors are proposed
by the Remuneration Committee and approved by the full
Board. At present the basic fee is £22,500 per annum with a
further £2,500 payable in respect of Board committee
chairmanships.
The non-executive directors do not have service agreements.
However, it is the company’s policy that the initial term of
engagement should be for a period of three years.
Resignation of Director
Andrew Lipinski, the former Finance Director, resigned from
the Board on 11 April 2002. In recognition of his contribution
to the development of the communisis group since the
acquisition of Waddington PLC in February 2000, Mr Lipinski
received a termination payment of £178,000 (before tax), The graph below shows communisis’ TSR performance
compared to the FTSE All Share Index over the past five
years. The graph provides a basis for comparison
with a relevant equity index of which communisis is a
constituent.
400
350
300
250
200
150
100
1998 1999 2000 2001 2002
communisis plc report by the board on directors’ remuneration
22
equal to one year’s salary plus certain benefits. In addition, the
Remuneration Committee has granted him the right to
exercise his share options under the Executive Share Option
Scheme 2000, subject to satisfaction of the performance
condition under the Rules of the Scheme, up until 30 June
2003.
Directors’ remuneration
Detailed information concerning directors’ remuneration,
pension entitlements and, save as disclosed above, interests in
the ordinary shares of the company (including options), as
required by the Companies Act and the Rules of the Financial
Services Authority, are set out on pages 23 to 25.
By order of the Board
Martin Young
Secretary
The graph below shows communisis’ TSR performance
compared to the FTSE All Share Index since 1 February 2000,
the date on which the offer by John Mansfield Group plc
(now communisis plc) for Waddington PLC was declared
unconditional.
240
220
200
160
120
100
2000 2001 2002
140
180
260
280
300
–– communisis -
TSR
–– FTSE All Share -
TSR
–– communisis -
TSR
–– FTSE All Share -
TSR report by the board on directors’ remuneration report and accounts 2002
23
Directors’ Remuneration
for the year ended 31 December 2002
Payments on
Salary/ termination Beneﬁts 2002 2001
Fees of services in kind Total Total
£000 £000 £000 £000 £000
Executive directors
D E A Jones
2
300 – 16 316 249
A J Hughes 139 – 7 146 2
A A Lipinski 55 178 2 235 180
M Mitchell
1
171 – 4 175 18
Non-executive directors
M G Firth 2 – – 2 –
Dr J Hollowood 11 – – 11 23
R W Jennings 13 – – 13 –
Prof S R Timperley 25 – – 25 25
S M Wallis
2
100 – – 100 100
816 178 29 1,023 597
Notes
1. Michael Mitchell retired from the Board on 31 December 2002. He will continue to be employed by the group until
31 December 2003 and will receive a salary of £171,000 plus certain benefits.
2. Under the terms of the Mansfield 1999 Incentive Plan (‘the Plan’) the first bonus pool due to Stuart Wallis and David Jones,
amounting to £3,635,000, became payable on 6 March 2002. Taking this payment into account, total directors’ remuneration
for the year ended 31 December 2001 would have been £4,232,000.
In addition to the above, under the terms of the Plan a further bonus pool (‘the second bonus pool’) may become payable
to Stuart Wallis and David Jones on 5 March 2003. For the purposes of these accounts the second bonus pool was calculated
on 31 December 2002, assuming that the conditions prevailing on that date would also apply on 5 March 2003. On that
basis the second bonus pool would have been approximately £925,000, divisible equally between Messrs Wallis and Jones.
In the event that the second bonus pool were paid as calculated above, total directors’ remuneration for the year ended
31 December 2002 would be £1,948,000.
Further details of the Plan are provided in the following table:
The Mansﬁeld 1999 Incentive Plan
Bonus pools Bonus pools
provided at Charged/(credited) to Cash payments provided at
1 January 2002 proﬁt and loss account in the year 31 December 2002
£000 £000 £000 £000
Bonus pool 1 2,896 739 (3,635) –
Bonus pool 2 2,005 (1,080) – 925
4,901 (341) (3,635) 925
The value of the bonus pools at 1 January 2002 was calculated on 31 December 2001, assuming that the conditions prevailing
on that date would also apply on 6 March 2002, the date the first bonus pool became payable to Stuart Wallis and David Jones.
The first bonus pool was paid to Messrs Wallis and Jones in March/April 2002 and was divided equally between them.
The amounts charged and credited to the profit and loss account in the year reflect the relative movements in the TSR of
communisis plc and the TSR of the FTSE All Share Index between 31 December 2001 and 31 December 2002 and exclude
National Insurance Contributions payable by the company upon award.
Details of the performance conditions are outlined on page 20. communisis plc report by the board on directors’ remuneration
24
Directors’ Pension Entitlement
Two directors earned final salary pension benefits through the group’s pension arrangements during the year ended
31 December 2002 (2001: two). The table below sets out details of the pension benefits earned during the year:
• Pension accruals shown are the amounts which would be paid annually on retirement based on service to the end of the
year (or earlier date of leaving).
• Transfer values have been calculated in accordance with version 1.5 of guidance note GN11 issued by the actuarial
profession. The value of Michael Mitchell’s pension has been calculated on a consistent basis.
• The increase in the accrued pension net of inflation and the value of the net increase in accrual over the period comply
with Greenbury requirements. The value of the net increase in the accrual over the period represents the incremental
value to the director of his service during the year, calculated on the assumption that service terminated at the 
year-end (or earlier date of leaving). It is based on the accrued pension increase net of inflation after deducting the
director’s contribution in the year.
• The change in the transfer value includes the effect of fluctuations in the transfer value due to factors beyond the control
of the company and directors, such as stock market movements. It is calculated after deducting the director’s contribution
in the year.
• Voluntary contributions paid by directors and resulting benefits are not shown.
• Andrew Lipinski resigned as a director on 11 April 2002 and ceased accruing pension on 30 April 2002.
In the case of Michael Mitchell, who reached Normal Retirement Date on 1 January 2001, the accrued pension at 31 December
2002 is the late retirement pension which would have been payable to him at that date. The additional entitlement reflects
the fact that Mr Mitchell elected not to draw his pension, and the amount not drawn has been deducted from the transfer
value of his entitlement.
Transfer value Transfer value Value of net
Gross increase Total accrued of accrued of accrued Total change Increase in increase in
in accrued pension at pension at pension at in transfer value accrued pension accrual over
pension 31 Dec 2002 31 Dec 2002 31 Dec 2001 during period net of inflation period
£000 £000 £000 £000 £000 £000 £000
D E A Jones 12 26 288 150 124 12 121
A A Lipinski 2 10 112 93 16 2 14
M Mitchell 15 142 2,714 2,450 264 13 127
During the year the company accrued £26,250 in respect of company contributions to an executive personal pension
arrangement on behalf of Aidan Hughes. report by the board on directors’ remuneration report and accounts 2002
25
Directors’ Interests
The interests (all being beneficial) of directors in the company’s securities are set out below:
At 31 December 2002 At 31 December 2001
(or date of cessation if earlier) (or date of appointment if later)
Ordinary Share Ordinary Share
Shares Options Shares Options
M G Firth ––––
Dr J Hollowood 98,936 – 98,936 –
A J Hughes – 280,000 – –
R W Jennings 8,000 – 8,000 –
D E A Jones 67,695 13,128 67,695 13,128
A A Lipinski 6,000 327,536 6,000 327,536
M Mitchell 172,939 415,371 172,939 415,371 
Prof S R Timperley 20,000 – 20,000 –
S M Wallis 20,000 – 20,000 –
Notes
1. The directors and their families had no interest in the shares of any other company within the group.
2. Current directors’ shareholdings had not changed between the year-end and the date of this report.
Share options
The number of, and prices at which, options under the Executive Share Option Schemes and the Savings Related Share Option
Scheme have been granted to directors are set out below:
Options
Options Options held at Earliest Latest
held at granted during 31 December Option exercise exercise
1 January 2002* the year 2002** price (p) date date
Savings Related
D E A Jones 13,128 – 13,128 128.54 1 Dec 2005 1 Jun 2006
A A Lipinski 7,536 – 7,536 128.54 1 May 2002 30 Oct 2002
M Mitchell 7,536 – 7,536 128.54 1 Dec 2003 1 Jun 2004
Executive
A J Hughes – 280,000 280,000 125.00 5 Sep 2005 5 Sep 2012
A A Lipinski 320,000 – 320,000 156.25 5 Mar 2003 30 Jun 2003
M Mitchell 42,900 – 42,900 (a) 148.20 1 Aug 1999 31 Dec 2004
51,480 – 51,480 (a) 141.025 17 Jul 2000 31 Dec 2004
313,455 – 313,455 (b) 156.25 7 Jun 2003 31 Dec 2003
* Or at date of appointment if later ** Or at date of cessation if earlier
(a) Granted by Waddington PLC, and converted to options over shares in communisis plc
(b) Granted under the communisis plc Executive Share Option Scheme 2000
Notes
1. Subsequent to his resignation from the Board, A A Lipinski’s Savings Related Share Options lapsed on 30 October 2002.
2. No options were exercised by directors during the year and consequently the amount of gains made on exercise  was
nil (2001: £9,000).
3. The range of market price of shares in communisis plc during the year ended 31 December 2002 was 98.5p to 189.5p.
The closing price on 31 December 2002 was 111.0p.
4. None of the directors paid for the award of options.
The following information which is on pages 23 to 25 has been audited: directors’ remuneration; the Mansfield 1999 Incentive
Plan; directors’ pension entitlements table and share options. communisis plc environmental policy statement
26
Environmental Policy Statement
It is the group’s policy to seek continually to eliminate and,
where this is not practicable, to minimise negative
environmental impacts from the pursuit of its various
business interests whilst continuing to produce high
quality products to its customers’ needs, specification and
satisfaction.
Environmental impact is considered throughout the
organisation, with particular emphasis placed upon:
• design and development of new products and
processes;
• selection of raw materials and suppliers;
• internal production methods to include:
– reducing wastage
– reducing energy usage
– reducing the use of scarce resources, including
raw materials;
• minimising the use and controlling the disposal of
hazardous substances;
• controlling emissions to air, drainage and landfill.
It is the group’s policy to comply with all statutory
environmental requirements as a minimum and to aim to
improve upon the standards set by local regulatory
authorities. To this end, each subsidiary is audited by
the Group Health, Safety and Environment Manager to:
• benchmark performance across the group;
• help sites identify and prioritise issues for improvement;
• ensure legal compliance.
The results of audits are communicated directly to the Chief
Executive, the Company Secretary and to all Managing
Directors and appropriate action is taken.
In line with our practice of having measurable performance
standards, the group has initiated a programme under
which all of our manufacturing plants will target the
achievement of accreditation under the international
environmental management standard ISO 14001. Our aim
is that four sites will have achieved accreditation by
31 December 2003, and for the remainder to have gained
accreditation by the end of 2004. report of the auditors report and accounts 2002
27
Report of the Auditors
Independent auditors’ report to the shareholders of
communisis plc
We have audited the accounts of communisis plc for the
year ended 31 December 2002 which comprise the
Consolidated Profit and Loss Account, Consolidated
Balance Sheet, Company Balance Sheet, Consolidated Cash
Flow Statement, Consolidated Statement of Total
Recognised Gains and Losses, Reconciliation of Movements
in Shareholders’ Funds and the related notes 1 to 25. These
accounts have been prepared on the basis of the accounting
policies set out therein. We have also audited the
information in the Report by the Board on Directors’
Remuneration that is described as having been audited.
This report is made solely to the company’s members, as
a body, in accordance with Section 235 of the Companies
Act 1985. Our audit work has been undertaken so that we
might state to the company’s members those matters we
are required to state to them in an auditors’ report and for
no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other
than the company and the company’s members as a body,
for our audit work, for this report, or for the opinions we
have formed.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the Annual
Report, the Report by the Board on Directors’
Remuneration and the accounts in accordance with
applicable United Kingdom law and accounting standards
are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the accounts and the part of
the Report by the Board on Directors’ Remuneration to be
audited in accordance with relevant legal and regulatory
requirements, United Kingdom Auditing Standards and the
Listing Rules of the Financial Services Authority.
We report to you our opinion as to whether the accounts
give a true and fair view and whether the accounts and the
part of the Report by the Board on Directors’ Remuneration
to be audited have been properly prepared in accordance
with the Companies Act 1985. We also report to you if, in
our opinion, the Directors’ Report is not consistent with the
accounts, if the company has not kept proper accounting
records, if we have not received all the information and
explanations we require for our audit, or if information
specified by law or the Listing Rules regarding directors’
remuneration and transactions with the group is not
disclosed.
We review whether the Corporate Governance statement
reflects the company’s compliance with the seven
provisions of the Combined Code specified for our review
by the Listing Rules, and we report if it does not. We are not
required to consider whether the Board’s statements on
internal control cover all risks and controls, or form an
opinion on the effectiveness of the group’s corporate
governance procedures or its risk and control procedures. 
We read other information contained in the Annual
Report and consider whether it is consistent with the
audited accounts. This other information comprises the
Chairman’s Statement, Chief Executive’s Report, Directors’
Report, Financial Review, unaudited part of the Report by
the Board on Directors’ Remuneration and the Corporate
Governance statement. We consider the implications
for our report if we become aware of any apparent
misstatements or material inconsistencies with the
accounts. Our responsibilities do not extend to any other
information.
Basis of audit opinion
We conducted our audit in accordance with United
Kingdom Auditing Standards issued by the Auditing
Practices Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures
in the accounts and the part of the Report by the Board on
Directors’ Remuneration to be audited. It also includes an
assessment of the significant estimates and judgments made
by the directors in the preparation of the accounts, and of
whether the accounting policies are appropriate to the
group’s circumstances, consistently applied and adequately
disclosed.
We planned and performed our audit so as to obtain all the
information and explanations which we considered
necessary in order to provide us with sufficient evidence to
give reasonable assurance that the accounts and the part
of the Report by the Board on Directors’ Remuneration to
be audited are free from material misstatement, whether
caused by fraud or other irregularity or error. In forming our
opinion we also evaluated the overall adequacy of the
presentation of information in the accounts and the part of
the Report by the Board on Directors’ Remuneration to be
audited.
Opinion
In our opinion the accounts give a true and fair view of the
state of affairs of the company and of the group as at 
31 December 2002 and of the profit of the group for the
year then ended and the accounts and the part of the
Report by the Board on Directors’ Remuneration to be
audited have been properly prepared in accordance with
the Companies Act 1985.
Ernst & Young LLP
REGISTERED AUDITOR
Leeds
5 March 2003 communisis plc consolidated proﬁt and loss account
28
Consolidated Proﬁt and Loss Account
for the year ended 31 December 2002
Existing Acquisitions Total * Restated
2002 2002 2002 2001
£000 £000 £000 £000
Turnover (all continuing operations) Note 1 211,791 50,339 262,130 236,081
Costs and overheads Note 2 (197,131) (49,525) (246,656) (223,007)
Operating profit (all continuing operations) Note 1
Continuing operations
1
22,644 2,542 25,186 26,009
Amortisation of contract premium payment (135) – (135) –
Continuing operations
2
22,509 2,542 25,051 26,009
Goodwill amortisation (7,742) (1,489) (9,231) (7,742)
Exceptional items Note 4 (107) (239) (346) (5,193)
Operating profit 14,660 814 15,474 13,074
Exceptional items Note 4
Loss on sale of fixed assets (982) –
Reorganisation and restructuring costs – (5,256)
Profit before interest 14,492 7,818
Net interest payable Note 5 (1,639) (1,158)
Profit before taxation 12,853 6,660
Taxation Note 6 (5,963) (3,550)
Profit attributable to shareholders 6,890 3,110
Ordinary dividends Note 7 (6,349) (5,435)
Profit (loss) retained for the financial year 541 (2,325)
Earnings per ordinary share Note 8
Basic 4.90p 2.31p
Diluted 4.87p 2.29p
Adjusted earnings per ordinary share
– before goodwill amortisation and exceptional items
Basic 12.19p 13.75p
Diluted 12.13p 13.67p
Dividend per ordinary share Note 7 4.4p 4.0p
Movement in retained profits
Profit and loss account at 1 January as originally reported (7,537) (4,519)
Prior year adjustment for FRS19 (see Note 17) (1,344) (1,705)
Profit and loss account as restated (8,881) (6,224)
Profit (loss) retained for the financial year 541 (2,325)
Currency translation differences 112 (332)
Movements relating to the QUEST Note 18 (220) –
Profit and loss account at 31 December (8,448) (8,881)
* The consolidated profit and loss account for the year ended 31 December 2001 has been restated for the adoption of FRS19.
1
Before amortisation of contract premium payment, goodwill amortisation and exceptional items.
2
Before goodwill amortisation and exceptional items.
The accompanying notes are an integral part of this consolidated profit and loss account. All results for the year are
derived from continuing operations. consolidated balance sheet report and accounts 2002
29
Consolidated Balance Sheet
at 31 December 2002
* Restated
2002 2001
£000 £000
Fixed assets
Goodwill Note 9 171,693 140,421
Tangible assets Note 10 60,031 64,715
231,724 205,136
Current assets
Stocks Note 12 18,172 16,397
Debtors Note 13 53,367 35,097
Cash at bank and in hand Note 14 10,183 13,096
81,722 64,590
Creditors (Amounts due within one year)
Borrowings Note 15 (11,046) (9,645)
Other creditors Note 16 (71,553) (61,340)
(82,599) (70,985)
Net current liabilities (877) (6,395)
Total assets less current liabilities 230,847 198,741
Creditors (Amounts due after one year)
Borrowings Note 15 (27,500) (458)
Provisions for liabilities and charges Note 17 (12,197) (21,278)
Net assets 191,150 177,005
Capital and reserves
Called up share capital Note 18 35,977 33,966
Share premium account Note 19 152,256 151,401
Merger reserve Note 19 11,365 519
Profit and loss account (8,448) (8,881)
Equity shareholders’ funds 191,150 177,005
The accounts on pages 28 to 48 were approved by the Board on 5 March 2003 and signed on its behalf by:
D E A Jones
A J Hughes
Directors
* The consolidated balance sheet at 31 December 2001 has been restated for the adoption of FRS19.
The accompanying notes are an integral part of this consolidated balance sheet. communisis plc consolidated cash ﬂow statement
30
Consolidated Cash Flow Statement
for the year ended 31 December 2002
2002 2001
£000 £000
Net cash inflow from operating activities Note 21 14,301 26,447
Returns on investments and servicing of finance
Net interest paid (1,570) (1,163)
Issue costs of bank loans (73) –
(1,643) (1,163)
Taxation paid (6,369) (8,553)
Capital expenditure
Purchase of tangible fixed assets (7,585) (10,522)
Sale of tangible fixed assets 1,495 155
(6,090) (10,367)
Acquisitions and disposals
Acquisition of businesses (24,636) –
Equity dividends paid (7,563) –
Financing
Issue of ordinary shares (net of costs) 795 3,273
New loans 30,000 –
Repayment of loans (654) (14,454)
30,141 (11,181)
Decrease in cash Note 22 (1,859) (4,817)
Reconciliation to net (debt) funds
Decrease in cash in the year (1,859) (4,817)
(Increase) decrease in debt in the year (29,346) 14,454
Change in net (debt) funds from cash flow (31,205) 9,637
Currency translation differences (151) 23
Movement in net (debt) funds in the year (31,356) 9,660
Net funds (debt) at 1 January 2,993 (6,667)
Net (debt) funds at 31 December Note 22 (28,363) 2,993
The accompanying notes are an integral part of this consolidated cash flow statement. statement of total recognised gains and losses report and accounts 2002
31
Statement of Total Recognised Gains and Losses
for the year ended 31 December 2002
*Restated
2002 2001
£000 £000
Profit attributable to shareholders 6,890 3,110
Currency translation differences 112 (332)
Total gains and losses relating to the period 7,002 2,778
Prior period adjustment for FRS19 (see Note 17) (1,344) –
Total gains and losses recognised since last annual report 5,658 2,778
* The statement of total recognised gains and losses for the year ended 31 December 2001 has been restated for
the adoption of FRS19.
The accompanying notes are an integral part of this consolidated statement of total recognised gains and losses.
Reconciliation of Movements in Shareholders’ Funds
for the year ended 31 December 2002
*Restated
2002 2001
£000 £000
Profit attributable to shareholders 6,890 3,110
Ordinary dividends (6,349) (5,435)
New share capital issued (net of costs) 13,712 3,273
Movements relating to the QUEST (220) –
Currency translation differences 112 (332)
14,145 616
Equity shareholders’ funds at 1 January as previously reported 178,349 178,094
Prior period adjustment for FRS19 (see Note 17) (1,344) (1,705)
Equity shareholders’ funds at 1 January as restated 177,005 176,389
Equity shareholders’ funds at 31 December 191,150 177,005
* The reconciliation of movements in shareholders’ funds for the year ended 31 December 2001 has been restated for
the adoption of FRS19. communisis plc company balance sheet
32
Company Balance Sheet
at 31 December 2002
*Restated
2002 2001
£000 £000
Fixed assets
Tangible assets Note 10 4,212 4,403
Investments Note 11 375,003 335,805
379,215 340,208
Current assets
Debtors Note 13 14,731 11,309
Cash at bank and in hand Note 14 2,002 2,258
16,733 13,567
Creditors (Amounts due within one year)
Borrowings Note 15 (52,496) (40,674)
Other creditors Note 16 (13,021) (9,890)
(65,517) (50,564)
Net current liabilities (48,784) (36,997)
Total assets less current liabilities 330,431 303,211
Creditors (Amounts due after one year)
Borrowings Note 15 (27,500) –
Provisions for liabilities and charges Note 17 (4,746) (9,976)
Loans due to group undertakings (45,488) (54,578)
Net assets 252,697 238,657
Capital and reserves
Called up share capital Note 18 35,977 33,966
Share premium account Note 19 152,256 151,401
Merger reserve Note 19 10,846 –
Profit and loss account Note 20 53,618 53,290
Equity shareholders’ funds 252,697 238,657
The accounts on pages 28 to 48 were approved by the Board on 5 March 2003 and signed on its behalf by:
D E A Jones
A J Hughes
Directors
* The company balance sheet at 31 December 2001 has been restated for the adoption of FRS19.
The accompanying notes are an integral part of this balance sheet. statement of accounting policies report and accounts 2002
33
Basis of consolidation
The group accounts are prepared in accordance with
applicable accounting standards (including FRS19 ‘Deferred
Tax’ and the applicable disclosure requirements of FRS17
‘Retirement Benefits’) and under the historical cost
convention and consolidate the accounts of the holding
company and subsidiaries on the basis of accounts made up
to 31 December each year. Results of subsidiary undertakings
acquired or sold during the year are consolidated from or to
the date on which control passes. Acquisitions are accounted
for under the acquisition method.
Turnover
Turnover represents amounts receivable for goods and
services provided in the normal course of business, net of
trade discounts, VAT and other sales-related taxes.
Tangible assets
Tangible assets in the accounts of each company within the
group are stated at cost to the group, less aggregate
depreciation.
Depreciation
The charge is calculated at rates appropriate to write off the
cost or valuation of individual assets from the time they
become operational by equal annual instalments over their
estimated useful lives which are principally as follows:
Freehold buildings 25 or 50 years
Leasehold property Period of lease
Plant, equipment and motor vehicles 4 to 10 years
Freehold land is not depreciated.
Goodwill
Goodwill, being the amount by which the fair value of the
consideration paid for acquisitions of businesses exceeds
the fair value of net assets acquired, is carried as an asset
in the consolidated balance sheet and amortised in equal
annual instalments over its estimated economic life, being
a period not exceeding 20 years.
Investments
Fixed asset investments are shown at cost less provision for
impairment.
Stocks
Stocks are stated at the lower of cost and net realisable
value. Cost includes appropriate overheads and is
determined on the ‘first in first out’ or average cost
basis.
Taxation
Current tax, including UK corporation tax and foreign tax,
is provided at amounts expected to be paid (or recovered)
using the tax rates and laws that have been enacted or
substantially enacted by the balance sheet date. 
The group has changed its accounting policy on deferred
tax to comply with the requirements of FRS19 ‘Deferred
Tax’. The change in policy has been accounted for as a
prior year adjustment and previously reported figures have
been restated accordingly. Deferred taxation is recognised
as a liability or asset if the transactions or events that give
rise to an obligation to pay more tax in future or a right to
pay less tax in future have occurred by the balance sheet
date. Deferred taxation assets are recognised only to the
extent that the directors consider that it is more likely than
not that there will be suitable taxable profits from which the
underlying timing differences can be deducted. Deferred tax
is measured on an undiscounted basis at the tax rates that
are expected to apply in the periods in which timing
differences reverse.
Rates of exchange
Assets and liabilities expressed in overseas currencies are
translated into sterling at the exchange rates ruling at the
balance sheet date and trading results at average rates
during the year.
Exchange gains or losses of a trading nature are dealt with
in the profit and loss account; other gains or losses and
translation differences are taken directly to reserves.
Treasury
Gains and losses on forward currency contracts entered into
as hedges of future purchases denominated in foreign
currency are carried forward and are recognised as part of
the purchase cost on maturity.
Research and development
All such expenditure is written off in the year in which it is
incurred.
Pension costs
The cost of providing pension benefits is charged to the
profit and loss account over the period benefiting from
employees’ services.
Employee Share Ownership Plan
The company maintains an Employee Share Ownership
Plan (‘ESOP’). All assets and liabilities of the ESOP are
accounted for in accordance with UITF 13 and recognised
in the balance sheet of the sponsoring company whenever
it has de facto control of the shares held by the ESOP and
bears the risks and rewards of ownership.
Operating Leases
Rentals paid under operating leases are charged to the
profit and loss account on a straight line basis over the term
of the lease.
Statement of Accounting Policies communisis plc notes to the accounts
34
Notes to the Accounts
Operating proﬁt
before goodwill
amortisation and *Restated
Turnover exceptional items Return on Sales Assets employed
2002 2001 2002 2001 2002 2001 2002 2001
1. Segment information £000 £000 £000 £000 % % £000 £000
Continuing operations including 
acquisitions
Personalised Products 111,012 114,817 15,455 14,834 13.9 12.9 28,466 29,493
Document Services Europe 73,096 85,310 6,109 8,555 8.4 10.0 16,052 14,534
Color Solutions 36,374 39,697 3,628 4,412 10.0 11.1 17,610 17,353
Print Management 55,748 4,993 2,661 454 4.8 9.1 4,660 4,805
Central Costs – – (2,667) (2,246) – – 495 (10,163)
276,230 244,817 25,186 26,009 – – 67,283 56,022
Amortisation of contract premium – – (135) – – – – –
Less inter group sales (14,100) (8,736) – – – – – –
262,130 236,081 25,051 26,009 9.6 11.0 67,283 56,022
Return on assets employed 37.2% 46.4%
By location of customer:
Continuing operations including 
acquisitions
United Kingdom 222,209 194,421
Europe 29,545 29,641
North America 9,315 9,579
Rest of world 1,061 2,440
262,130 236,081
By origin:
Continuing operations including 
acquisitions
United Kingdom 220,337 192,769 22,439 20,704 50,686 40,029
Europe 31,943 31,407 1,831 3,431 11,674 10,757
North America 9,850 11,905 781 1,874 4,923 5,236
262,130 236,081 25,051 26,009 67,283 56,022
Assets employed reconcile to the consolidated balance sheet as follows:
Assets employed 67,283 56,022
Goodwill 171,693 140,421
Net (debt) funds (Note 22) (28,363) 2,993
Current and deferred taxation (15,242) (16,996)
Dividends (4,221) (5,435)
Net assets 191,150 177,005
* The assets employed at 31 December 2001 have been restated for the adoption of FRS19. notes to the accounts report and accounts 2002
35
Notes to the Accounts
1. Segment information (continued)
Notes
• Following the acquisition of Centurion Press Limited on 13 May 2002 the e-comms division has been renamed Print
Management.
• The figures for Print Management include sales of £50,339,000 and operating profit of £2,542,000 relating to the
acquired business. Development costs relating to c-store are also included within Print Management.
• The above segment information shows operating profit before goodwill amortisation of £9,231,000 (2001 –
£7,742,000) which cannot be allocated by segment, operating exceptional items of £346,000 (2001 – £5,193,000) and
non-operating exceptional items of £982,000 (2001 – £5,256,000).
• The operating exceptional items relate to costs in the following segments: Document Services Europe £809,000, Color
Solutions £527,000, Personalised Products £319,000, Print Management £246,000 and a profit of £1,555,000 in
Central. The comparative operating exceptional item related to Central £5,193,000 (see Note 4(a)).
• The non-operating exceptional items relate to costs in Print Management of £1,449,000 and a profit in Central of
£467,000. The comparative non-operating exceptional costs relate to Document Services Europe £1,858,000, Direct
Marketing £2,428,000 and Color Solutions £970,000 (see Note 4(b)).
• The contract premium payment to Barclays Bank PLC is being amortised over the life of the contract. The directors
consider that this will benefit all segments of the business.
2002 2002 2002 2001
Existing operations Acquisitions Total Total
£000 £000 £000 £000
2. Costs and overheads
Change in stocks of finished goods
and work in progress 415 (94) 321 702
Raw materials and consumables 79,772 43,513 123,285 94,610
Other external and operating charges 28,367 724 29,091 28,435
Staff costs (Note 3) 69,774 3,325 73,099 74,807
Depreciation 10,819 329 11,148 11,518
Goodwill amortisation 7,742 1,489 9,231 7,742
Contract premium amortisation 135 – 135 –
Exceptional items (Note 4) 107 239 346 5,193
197,131 49,525 246,656 223,007
2002 2001
£000 £000
Other external and operating charges include:
Auditors’ remuneration 234 234
Auditors’ remuneration for non-audit services 23 160
Hire of plant and equipment 288 690
Operating lease charges in respect of:
Plant and machinery 617 720
Land and buildings 1,265 741
Profit on sale of tangible fixed assets (133) (24)
Research and development 719 917
Auditors’ remuneration includes £60,000 (2001 – £60,000) in respect of the parent undertaking.
The exceptional items of £346,000 (2001 – £5,193,000) are classified by cost and overhead as follows: staff costs
£1,668,000 (2001 – £5,193,000), other operating income £1,595,000 (2001 – nil), other external and operating charges
£273,000 (2001 – nil). communisis plc notes to the accounts
36
Notes to the Accounts
2002 2001
3. Employees and directors £000 £000
Staff costs:
Wages and salaries 62,118 63,671
Social security costs 6,367 6,665
Other pension costs (Note 23) 4,614 4,471
73,099 74,807
The average number of persons employed by the group during the year was:
United Kingdom 1,980 2,005
Rest of world 524 530
2,504 2,535
Details on individual directors’ remuneration, pension entitlement and interests are provided within the Report by the
Board on Directors’ Remuneration on pages 19 to 25.
2002 2001
4. Exceptional items £000 £000
(a) Operating profit is arrived at after (charging) crediting the following exceptional items:
Reorganisation and restructuring costs (2,299) –
Exceptional operating receipts 1,595 –
Long term incentive plan 358 (5,193)
(346) (5,193)
Exceptional items comprise reorganisation and restructuring costs principally relating to the completion of the
reorganisation programmes initiated in 2001, less exceptional operating receipts and a credit in respect of the long term
incentive plan. Details of the long term incentive plan are set out in the Report by the Board on Directors’
Remuneration.
(b) Profit before tax is arrived at after charging the following exceptional items:
Loss on sale of fixed assets (982) –
Reorganisation and restructuring of businesses – (5,256)
(982) (5,256)
The loss on sale of fixed assets is principally in respect of existing assets disposed of following the co-ordination of
Centurion Press Limited and its IT systems with existing businesses.
The costs of reorganisation and restructuring of businesses in 2001 had a material effect on the re-focusing of the
group’s operations.
2002 2001
5. Net interest payable £000 £000
Net interest payable on bank loans and overdrafts (1,630) (1,158)
Write-off of issue costs of bank loans (9) –
(1,639) (1,158) notes to the accounts report and accounts 2002
37
Notes to the Accounts
*Restated
2002 2001
6. Taxation £000 £000
The charge based on the profit for the year comprises:
Current tax
UK corporation tax 6,154 2,260
Adjustments in respect of prior periods (917) 11
5,237 2,271
Overseas taxation 1,058 1,477
Total current tax charge for the year 6,295 3,748
Deferred taxation
Originating and reversal of timing differences (332) (198)
Tax on profit on ordinary activities 5,963 3,550
Tax charge (credit) included above attributable to exceptional operating items 139 (1,558)
Tax credit included above attributable to exceptional non-operating items (435) (1,210)
* Restated for the adoption of FRS19 (see Note 17)
Reconciliation of current tax charge:
The UK standard rate of corporation tax for the year is 30% (2001 – 30%). 
The actual tax charge for the current year is higher (2001 – higher) than the standard rate for
the reasons set out in the following reconciliation:
Profit on ordinary activities before taxation 12,853 6,660
Tax on profit on ordinary activities at UK standard rate of
corporation tax of 30% (2001 – 30%) 3,856 1,998
Factors affecting charge for the year:
Goodwill amortisation and impairment not deductible for
tax purposes 2,769 2,323
Timing differences 332 (218)
Disallowable expenses (including ineligible depreciation) 252 242
Tax exempt profit on sale of property (206) (944)
Unrelieved overseas losses 165 –
Foreign tax charged at higher rates than UK standard rate 44 336
Prior year adjustments (917) 11
Total current tax charge for the year 6,295 3,748
7. Dividends
Ordinary
Interim of 1.467p per share (2001 – 1.33p) 2,128 1,812
Proposed final of 2.933p per share (2001 – 2.67p) 4,221 3,623
6,349 5,435
In 2001 there was a combined interim and final dividend of 4.0p per share. On a pro forma basis the interim dividend
and final dividend for 2001 would have been 1.33p and 2.67p per share respectively. communisis plc notes to the accounts
38
Notes to the Accounts
*Restated
2002 2001
8. Earnings per share £000 £000
Earnings per share are calculated as follows:
Profit after taxation 6,890 3,110
Earnings per share
Basic 4.90p 2.31p
Diluted 4.87p 2.29p
Earnings per share excluding goodwill amortisation and exceptional items are also presented in order to give an
indication of the underlying performance of the group and are calculated as follows:
Profit after taxation 6,890 3,110
Goodwill amortisation (Note 9) 9,231 7,742
Profit after taxation excluding goodwill amortisation 16,121 10,852
Exceptional items (Note 1 and Note 4) 1,328 10,449
Taxation on exceptional items (Note 6) (296) (2,768)
Profit after taxation excluding goodwill amortisation and exceptional items 17,153 18,533
Earnings per share excluding goodwill amortisation and exceptional items
Basic 12.19p 13.75p
Diluted 12.13p 13.67p
Calculations of basic earnings per share are based on the average number of ordinary shares in issue during the year of
140,744,430 (2001 – 134,767,013) after deducting shares held in trust of 309,628 (2001 – 309,628). Diluted earnings per
share are calculated after the effect of dilutive share options of 637,466 shares (2001 – 849,235).
* Restated for the adoption of FRS19.
9. Goodwill
Group £000
Cost
1 January 2002 154,730
Additions 40,503
31 December 2002 195,233
Depreciation
1 January 2002 14,309
Charge for year 9,231
31 December 2002 23,540
Net book value
31 December 2002 171,693
1 January 2002 140,421
Additions in the year relate principally to the acquisition of Centurion Press Limited (Note 11). notes to the accounts report and accounts 2002
39
Notes to the Accounts
Long Short Plant
Freehold leasehold leasehold and Other
property property property vehicles equipment Total
£000 £000 £000 £000 £000 £000
10. Tangible assets
Group
Cost 
1 January 2002 21,959 2,788 239 53,520 3,507 82,013
Businesses acquired – 435 – 477 624 1,536
Exchange adjustments (256) 85 71 119 320 339
Additions 1,029 42 – 4,337 1,733 7,141
Disposals – – (310) (2,323) (128) (2,761)
Reclassification (2,389) 2,389––– –
31 December 2002 20,343 5,739 – 56,130 6,056 88,268
Aggregate depreciation
1 January 2002 976 318 12 15,270 722 17,298
Exchange adjustments (137) 61 72 53 159 208
Disposals – – (89) (220) (108) (417)
Charge for year 512 226 5 9,125 1,280 11,148
Reclassification (267) 267––– –
31 December 2002 1,084 872 – 24,228 2,053 28,237
Net book amounts
31 December 2002 19,259 4,867 – 31,902 4,003 60,031
1 January 2002 20,983 2,470 227 38,250 2,785 64,715
Company
Cost 
1 January 2002 7,600 – 310 235 426 8,571
Additions – – – 204 70 274
Transfer from group companies – – – 21 – 21
Disposals – – (310) (187) (18) (515)
31 December 2002 7,600 – – 273 478 8,351
Aggregate depreciation
1 January 2002 3,711 – 83 152 222 4,168
Transfer from group companies – – – 1 – 1
Disposals – – (89) (88) (18) (195)
Charge for year 20 – 6 58 81 165
31 December 2002 3,731 – – 123 285 4,139
Net book amounts
31 December 2002 3,869 – – 150 193 4,212
1 January 2002 3,889 – 227 83 204 4,403
Group Company
2002 2001 2002 2001
£000 £000 £000 £000
Future capital expenditure not provided in the
accounts for which contracts have been placed 534 1,546 – – communisis plc notes to the accounts
40
Notes to the Accounts
Shares Provisions Total
£000 £000 £000
11. Investments
Subsidiaries
1 January 2002 338,076 (2,271) 335,805
Movement during year 39,198 – 39,198 
31 December 2002 377,274 (2,271) 375,003
Details of the principal operating companies of the group are shown on pages 52 and 53.
Acquisition of subsidiary undertaking
On 13 May 2002 the company acquired the whole of the issued share capital of Centurion Press Limited. Details of the
consideration paid, book values of assets acquired, and adjustments to reflect the company’s assessments of fair values
are set out below. These fair values are provisional and will be finalised in next year’s annual report and accounts.
Book
value Adjustments Total
£000 £000 £000
Tangible assets 1,471 – 1,471
Cash 1,900 – 1,900
Stocks 2,261 (136) 2,125
Debtors 10,090 – 10,090
Creditors (18,014) – (18,014)
Taxation 1,232 – 1,232
Provisions for liabilities and charges 174 – 174
Fair value of net liabilities assumed (886) (136) (1,022)
Goodwill 40,220
Consideration 39,198
Satisfied by:
Shares issued at market value 12,697
Cash 26,501
Total consideration 39,198
The net cash outflow arising from the above acquisition was as follows:
Cash consideration, as above 26,501
Cash acquired, as above (1,900)
Net outflow of cash 24,601
In addition to the consideration shown above £5,339,000 was paid in cash to certain managers at Centurion Press
Limited. The costs of acquisition included within consideration amounted to £660,000.
The results of Centurion Press Limited for the period from 1 September 2001 to the date of acquisition were: turnover
£47,181,000, operating loss after exceptional items £4,253,000, loss after tax £2,950,945 (12 months to 31 August 2001:
turnover £55,727,000, operating profit £469,000, profit after tax £230,000).
In addition, the group acquired assets and assumed liabilities on the purchase of the Response Management Division of SR
Communications Limited for a consideration including costs of £35,000. The purchase gave rise to a goodwill amount of
£283,000.
12. Stocks
2002 2001
£000 £000
Group
Raw materials 4,182 4,546
Work in progress 10,078 8,286
Finished goods 3,912 3,565
18,172 16,397
There is no material difference between the balance sheet value of stocks and their replacement cost. notes to the accounts report and accounts 2002
41
Notes to the Accounts
Group Company
2002 2001 2002 2001
£000 £000 £000 £000
13. Debtors
Trade debtors 42,141 29,196 – –
Amounts owed by group undertakings – – 8,399 7,449
Other debtors 8,791 2,605 6,195 1,224
Corporation tax ––– 2,605
Prepayments and accrued income 2,435 3,296 137 31
53,367 35,097 14,731 11,309
Other debtors include an amount of £4,865,000 in respect of the contract premium payment made to Barclays Bank PLC
to secure the five year contract entered into in November 2002. The premium amount of £5,000,000 is being amortised on
a straight-line basis over the life of the contract.
Other debtors also include an amount of £552,000 (2001 – £647,000) in respect of an ESOP trust resident in Jersey.
The purpose of the ESOP trust is to hold shares in the company for subsequent transfer to employees. In accordance with
UITF 13, the assets, liabilities, income and expenditure of the ESOP have been incorporated into the group and company
accounts.
At 31 December 2002, the ESOP trust held 309,628 (2001 – 309,628) shares in the company. None of the shares is 
allocated to a specific share plan and the trustees have waived their right to dividends in respect of these shares. The market
value of the assets of the trust at 31 December 2002 was £552,000 (2001 – £792,000). Costs of administration are included
in the group profit and loss account as they accrue.
Group Company
2002 2001 2002 2001
£000 £000 £000 £000
14. Cash at bank and in hand
Cash and bank balances 10,183 13,096 2,002 2,258
15. Borrowings
Bank loans – sterling 30,000 – 30,000 –
Bank loans – foreign currencies 319 844 – –
Bank overdrafts 8,227 9,259 49,996 40,674
38,546 10,103 79,996 40,674
Repayable
Between two and five years 10,000 325 10,000 –
Between one and two years 17,500 133 17,500 –
27,500 458 27,500 –
Within one year 11,046 9,645 52,496 40,674
38,546 10,103 79,996 40,674
Details of the group’s treasury policy are provided within the Financial Review on pages 9 and 10.
The exemption available under FRS13 is being taken which permits the exclusion of short term debtors and creditors from
these disclosures.
Liquidity risk
The group operates a policy of maintaining certainty of funding over the medium term by a combination of committed floating
and fixed rate facilities supplemented by uncommitted facilities. At the balance sheet date £20,641,000 (2001 –
£19,800,000) remained undrawn in the form of overdraft and revolving credit facilities which if drawn would be repayable
in less than twelve months. The directors consider this funding structure to be adequate for the group’s current requirements. communisis plc notes to the accounts
42
Notes to the Accounts
15. Borrowings (continued)
Maturity of financial liabilities
The maturity profile of the group’s financial liabilities at the balance sheet date is set out above.
Interest rate risk
As net debt is relatively low at present borrowings are predominantly held on floating rate terms.
The group’s cash at bank and overdraft balances are principally denominated in sterling and bear interest at rates by reference
to Base Rate. The group’s committed facilities are denominated in sterling and bear interest at rates by reference to LIBOR.
The interest rate profile of the group’s financial liabilities is as follows:
Fixed rate
Weighted
Weighted average
average period for
interest which rate
Fixed rate Floating rate Total rate is ﬁxed
2002 2001 2002 2001 2002 2001 2002 2001 2002 2001
Currency £000 £000 £000 £000 £000 £000 % % years years
Sterling – – 38,227 9,259 38,227 9,259
Euros 319 844 – – 319 844 5.2 5.5 0.8 2.5
319 844 38,227 9,259 38,546 10,103
Security
The group’s overdraft facilities are secured by cross guarantee arrangements with the relevant banks. The group’s committed
facilities are secured by a guarantee from certain group subsidiaries.
Currency exposure
The group operates principally in the UK with only approximately 16% (2001 18%) of sales arising from companies operating
with functional currencies other than sterling. The value of any currency exposure is not material to the group.
There is no difference between the fair values and book values of the group’s financial assets and liabilities. Financial assets
and liabilities include the group’s short term deposits, bank balances and borrowings and exclude other short-term assets and
liabilities.
Group Company
2002 2001 2002 2001
£000 £000 £000 £000
16. Other creditors (Amounts due within one year)
Trade creditors 41,560 28,249 300 43
Amounts due to group companies – – 48 6
Other creditors 6,837 6,149 1,994 2,733
Corporation tax 9,206 10,454 5,297 –
Taxation and social security 4,005 4,864 835 1,441
Accruals and deferred income 5,724 6,189 326 232
Dividends 4,221 5,435 4,221 5,435
71,553 61,340 13,021 9,890 notes to the accounts report and accounts 2002
43
Notes to the Accounts
Long term
Deferred incentive
taxation Restructuring Disposals plan Total
£000 £000 £000 £000 £000
17. Provisions for liabilities and charges
Group
1 January 2002 5,198 3,736 5,807 5,193 19,934
Prior period adjustment for FRS19 1,344––– 1,344
Restated 6,542 3,736 5,807 5,193 21,278
(Credited) charged to profit and loss account (332) 858 – (358) 168
Assumed on acquisition (174) – – – (174)
Utilised in year – (4,124) (1,096) (3,855) (9,075)
31 December 2002 6,036 470 4,711 980 12,197
Company
1 January 2002 – 66 5,405 5,193 10,664
Prior period adjustment for FRS19 (688) – – – (688)
Restated (688) 66 5,405 5,193 9,976
Charged (credited) to profit and loss account 145 – – (358) (213)
Utilised in year – (66) (1,096) (3,855) (5,017)
31 December 2002 (543) – 4,309 980 4,746
The provision for restructuring costs is in respect of the completion of the business restructuring programme and relates
primarily to the Document Services Europe operation. The majority of the provision will be utilised within one year.
The provision for disposal of businesses relates primarily to the estimated future costs arising from outstanding litigation and
legal and professional costs, which will be determined upon resolution thereof, together with provision for the maintenance
of surplus premises which are long term in nature.
Details of the long term incentive plan are outlined in the Report by the Board on Directors’ Remuneration. The provision
for the long term incentive plan also includes related Employers’ National Insurance Contributions. The amount payable under
the long term incentive plan will be paid to the participants in March/April 2003.
Group Company
*Restated *Restated
2002 2001 2002 2001
£000 £000 £000 £000
Deferred taxation
The liability at 30% (2001 – 30%) for 
deferred taxation is as follows:
Accelerated capital allowances 3,985 4,537 77 361
Other short term timing differences (1,230) (1,745) (620) (1,049)
Losses (469) – _ –
Held over capital gains 3,750 3,750 _ –
6,036 6,542 (543) (688)
* Restated for the adoption of FRS19.
FRS19 ‘Deferred Tax’ has been adopted for the first time. The standard requires that deferred tax be recognised in
respect of all timing differences that have originated, but not reversed, by the balance sheet date. Prior to 1 January
2002, the group accounting policy was to provide for deferred tax using the partial provision approach rather than the
full provision method. The change in policy has been accounted for as a prior period adjustment and previously reported
figures have been restated accordingly.
The effect has been to reduce profit after tax by £70,000 (year ended 31 December 2001 increased by £361,000) and to
reduce net assets at 31 December 2002 by £1,414,000 (31 December 2001 £1,344,000). communisis plc notes to the accounts
44
Notes to the Accounts
17. Provisions for liabilities and charges (continued)
Deferred taxation (continued)
No provision has been made for deferred taxation where potentially taxable gains have been rolled over into
replacement assets. It is not currently envisaged that any tax will become payable in the foreseeable future. The amount
not provided is £3,000,000 (2001 – £3,000,000).
No provision has been made for deferred UK taxation and foreign withholding taxes relating to unremitted earnings of
overseas subsidiaries where remittance of these earnings is not currently anticipated in the foreseeable future.
In addition to the losses recognised in deferred taxation there are additional unrelieved losses of £3,660,000 (2001 –
£3,110,000) which are carried forward and are available to reduce the tax liability in respect of future profits. The group
only recognises a deferred tax asset for UK and overseas losses which are likely to be utilised in the next five years.
Where there is no certainty of recovery no asset is recognised.
2002 2001
Number of £000 Number of £000
shares shares
18. Called up share capital
Authorised:
Ordinary shares of 25p each 180,000,000 45,000 180,000,000 45,000
Allotted and fully paid:
Ordinary shares of 25p each 143,905,006 35,977 135,862,577 33,966
Shares allotted during the year: Nominal Net
value consideration
Number £000 £000
In relation to the acquisition of Centurion Press Limited 7,403,758 1,851 12,697
On exercise of options 638,671 160 1,038
During the year the company received £827,000 on the issue of shares in respect of the exercise of options awarded under
the group Savings Related Share Option Scheme. Employees paid £607,000 to the group for the issue of these shares and
the balance of £220,000 comprised contributions to the qualifying employee share ownership trust (QUEST) from subsidiary
undertakings. In addition the company received a further £211,000 in respect of the exercise of executive share options and
other savings related share options not made under the QUEST arrangements.
The group has taken advantage of UITF17 (Employee Share Options) in not accounting for the discount on the  share options
granted during the year under the Inland Revenue approved Savings Related Share Option Scheme.
Under share option schemes, share options to subscribe for ordinary shares of 25p each outstanding at 31 December 2002
were as follows:
Savings Related Share Option Schemes Executive Share Option Schemes
Option Option
Number price (p) Exercisable Number price (p) Exercisable
961,315 128.54 2003 1,657,853 125.000 2005-2012
1,102,036 128.54 2005 95,454 125.575 2003-2004
595,845 135.00 2005 35,392 128.550 2003-2004
572,938 135.00 2007 144,144 139.075 2003-2006
3,232,134
77,220 141.025 2003-2007
61,733 145.975 2003-2006
97,812 148.200 2003-2006
2,680,745 156.250 2003-2010
895,988 162.670 2005-2012
326,589 176.500 2004-2011
51,480 176.675 2003-2008
6,124,410 notes to the accounts report and accounts 2002
45
Notes to the Accounts
19. Reserves Share
Premium Merger
Account Reserve
Group £000 £000
1 January 2002 151,401 519
Premium arising on exercise of options in year 878 –
Premium arising on shares allotted to acquire Centurion Press Limited _ 10,846
Less issue costs (23) –
31 December 2002 152,256 11,365
Company
1 January 2002 151,401 –
Premium arising on exercise of options in year 878 –
Premium arising on shares allotted to acquire Centurion Press Limited – 10,846
Less issue costs (23) –
31 December 2002 152,256 10,846
20. Proﬁt and loss account
communisis plc has not presented its own profit and loss account as permitted by section 230 of the Companies Act 1985.
A loss of £1,889,000 (2001 – loss £6,293,000), before dividends payable and receivable has been dealt with in the accounts
of the company.
2002 2001
£000 £000
21. Reconciliation of operating proﬁt to cash inﬂow from operating activities
Operating profit
1
25,186 26,009
Depreciation 11,148 11,518
Profit on sale of tangible fixed assets (133) (24)
Decrease in stocks 941 1,890
(Increase) decrease in debtors (7,892) 6,964
Decrease in creditors (5,949) (10,102)
Other cash movements (9,000) (9,808)
Net cash inflow from operating activities 14,301 26,447
1
Operating profit before amortisation of contract premium payment, goodwill amortisation and exceptional items.
The decrease in creditors includes an outflow of funds of £5,339,000 to certain managers relating to the acquisition of
Centurion Press Limited. The increase in debtors includes an outflow of £5,000,000 relating to the contract premium
payment made to Barclays Bank PLC.
Other cash movements include the cash effect of; restructuring costs recognised as exceptional items in current and
prior years of £5,644,000 (2001 – £5,689,000), payments in respect of the long term incentive plan of £3,855,000 (2001
– Nil), the cash utilisation of the provision for business disposals of £1,096,000 (2001 – £4,119,000) and exceptional
receipts of £1,595,000, (2001 – Nil).
The net operating cash inflow arising from Centurion Press Limited during the period from date of acquisition to 
31 December 2002 was £3,310,000 before net capital expenditure of £424,000, taxation and interest payments of
£33,000 and exceptional items of £239,000.
Cash at Debt due Debt due Net
bank and Bank within after funds
in hand overdraft one year one year (debt)
22. Reconciliation of movement in net funds (debt) £000 £000 £000 £000 £000
1 January 2002 13,096 (9,259) (386) (458) 2,993
(Decrease) increase in cash (2,891) 1,032 – – (1,859)
Movement in debt – – (2,304) (27,042) (29,346)
Exchange movement (22) – (129) – (151)
31 December 2002 10,183 (8,227) (2,819) (27,500) (28,363) communisis plc notes to the accounts
46
Notes to the Accounts
23. Pension commitments
The group accounts for pensions in accordance with SSAP 24 and the relevant disclosures are given in part (a). 
FRS17 ‘Retirement Benefits’ was issued in November 2000 and the group is required to make phased transitional disclosures.
These transitional disclosures are given in part (b).
(a) The group operates pension arrangements for employees in the United Kingdom and overseas. The main pension
arrangement is the communisis pension plan (‘the Pension Plan’) which is a defined benefit arrangement for UK employees,
with the assets being held in a separate trustee administered fund. In addition the company has made a small number
of commitments, through unfunded pension promises.
Contributions to the Pension Plan are determined by a qualified actuary on the basis of triennial valuations using the projected
unit method of valuation. An actuarial valuation of the Pension Plan as at 30 September 2002 is currently being carried out,
the results of which are not yet known. The most recent actuarial valuation available was carried out as at 30 September 1999.
The principal assumptions used in this actuarial valuation were that the average long term investment return would exceed
increases in earnings by 2.0% per annum and increases in pensions by 5.0% per annum (discretionary) and 3.75% (statutory
limited price indexation). This valuation showed that the market value of the Pension Plan’s assets amounted to £76,700,000
and that the actuarial value of these assets represented 102.4% of the benefits that had accrued to members after allowing
for expected future increases in earnings. Such results have been reflected in the pension cost figures by spreading forward
the excess value of assets over liabilities over the average remaining membership of current employees.
The pension cost for the current year corresponds to the results of the immediately preceding actuarial valuation, updated
on the advice of the Pension Plan’s actuary to reflect current market conditions and the opening of the Pension Plan to
former employees of the Rexam Printing Division. The cost equates to the contributions made (see Note 3).
(b) FRS17 was originally intended to be used in the preparation of the accounts for the year ended 31 December 2003 and
subsequent years. However, the Accounting Standards Board (ASB) has announced a delay to the full implementation
of FRS17 until 2005. Under transitional arrangements, the company is required to disclose the following information about
the Pension Plan and the figures that would have been shown under FRS17 in the accounts.
FRS17 gives the present value of scheme liabilities by discounting pension commitments, including pensionable salary growth,
at an AA corporate bond yield. The FRS17 value of liabilities, including those that are unfunded at 31 December 2002
is £101.3m and the market value of assets is £71.8m giving a Pension Plan deficit of £29.5m. In calculating the liabilities
of the Pension Plan, the following assumptions have been used:
At 31 December 2002 At 31 December 2001
Rate of increase in salaries 3.80% 4.00%
Rate of increase in pensions in payment – post 1997 pension 2.30% 2.50%
– pre 1997 pension 0.00% 1.25%
Discount rate 5.60% 6.00%
Inflation 2.30% 2.50%
Deferred pensions are revalued to retirement age in line with the Pension Plan’s rules and statutory requirements.
The assets in the Pension Plan and the expected rate of return were:
Expected rate Expected rate
of return at Value at of return at Value at
31 December 2002 31 December 2002 31 December 2001 31 December 2001
£000 £000
Equities 7.00% 49,711 7.45% 54,647
Bonds 5.60% 7,956 6.00% 10,850
Gilts and cash 4.50% 14,088 4.95% 11,708
Total market value of assets 71,755 77,205
Present value of plan liabilities (101,300) (90,000)
Net liability in the plan (29,545) (12,795)
Related deferred tax 8,864 3,839
Net pension liability (20,681) (8,956) notes to the accounts report and accounts 2002
47
Notes to the Accounts
23. Pension commitments (continued)
If the above amounts had been recognised in the accounts, the group’s net assets and profit and loss account at 31 December
2002 would have been as follows:
*Restated
2002 2001
£000 £000
Net assets excluding pension liability 191,150 177,005
Pension liability (20,681) (8,956)
Net assets including pension liability 170,469 168,049
Profit and loss account excluding pension liability (8,448) (8,881)
Pension reserve (20,681) (8,956)
Profit and loss account (29,129) (17,837)
* Restated for the adoption of FRS19.
The following amounts would have been recognised in the accounts in the year ended 31 December 2002 under the
requirements of FRS17.
2002
Profit and loss account £000
Amounts charged to operating profit:
Current service cost 3,931
Past service cost 90
Total operating charge 4,021
Amounts charged (credited) to other finance income:
Expected return on pension plan assets 5,492
Interest on pension plan liabilities (5,561)
Net return (69)
Statement of total recognised gains and losses 
Actual return less expected return on pension plan assets (16,482)
Changes in assumptions underlying the present value of the plan liabilities (283)
Actuarial loss recognised in statement of total recognised gains and losses (16,765)
Movement in deficit during the year
Deficit in plan at beginning of year (12,795)
Movement in year:
Current service cost (3,931)
Contributions 4,105
Past service cost (90)
Other finance income (69)
Actuarial loss (16,765)
Deficit in plan at end of year (29,545) communisis plc notes to the accounts
48
Notes to the Accounts
23. Pension commitments (continued)
2002
Details of experience gains and losses for the year ended 31 December 2002
Difference between the expected and actual return on plan assets:
Amount (£000) (16,482)
Percentage of plan assets (23%)
Total amount recognised in statement of total recognised gains and losses:
Amount (£000) (16,765)
Percentage of the present value of the plan liabilities (17%)
2002 2001
£000 £000
24. Financial commitments
Group
Annual commitments exist under non-cancellable operating leases.
Leases relating to land and buildings which expire:
Within one year 241 580
In the second to fifth year inclusive 103 1,228
Over five years 512 664
856 2,472
Leases relating to plant and machinery which expire:
Within one year 277 83
In the second to fifth year inclusive 469 790
Over five years – 13
746 886
25. Contingent liabilities
A dispute is ongoing between the group and the purchaser of a business disposed of in 2000. The information usually required
by FRS12 is not disclosed on the grounds that it could seriously prejudice the outcome. shareholder information report and accounts 2002
49
Shareholder Information
Company Secretary Martin Young
Registered Office communisis plc
Wakefield Road
Leeds
LS10 1DU
Tel: +44 (0) 113 277 0202
Fax: +44 (0) 113 271 3503
Registered in England Number 2916113
Visit our website at www.communisis.com
Auditors Ernst & Young LLP
PO Box 61
Cloth Hall Court
14 King Street
Leeds
LS1 2JN
Principal Bankers HSBC Bank plc
Royal Bank of Scotland plc
Fortis Bank SA/NV
Solicitors Allen & Overy
One New Change
London
EC4M 9QQ
Eversheds
Cloth Hall Court
Infirmary Street
Leeds
LS1 2JB
Registrars Northern Registrars Limited
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
HD8 0LA
Tel: +44 (0) 1484 600901
Fax: +44 (0) 1484 600911 
www.northernregistrars.co.uk
For all shareholder enquiries and changes of name and address please
contact Northern Registrars direct.
Stockbrokers HSBC Bank plc 
Level 18
8 Canada Square
London
E14 5HQ
WestLB Panmure Ltd 
Woolgate Exchange
25 Basinghall Street
London
EC2V 5HA communisis plc shareholder information
50
Shareholder Information (continued)
Stock Exchange Listing The company’s ordinary shares are listed on the London Stock Exchange.
Electronic communications Shareholders can register to receive shareholder information electronically
by visiting the company’s registrars’ website and registering their details
online.
Financial calendar Financial year end 2002 31 December 2002
Results for 2002 announced 5 March 2003
Ex-dividend date 19 March 2003
Record date 21 March 2003 
Annual General Meeting 10 April 2003
Payment date for 2002 final dividend 23 April 2003
Interim results for 2003 announced expected September 2003
Results for 2003 announced expected March 2004
Final dates and any changes will be announced and notified as appropriate. summary notice of annual general meeting report and accounts 2002
51
Summary Notice of Annual General Meeting
Summary of business to be transacted at the 2003 AGM
The full text of the Notice of Meeting, together with explanatory notes, is set out in a separate document,
enclosed with this report and accounts.
The Annual General Meeting of the company will be held at 10.30 a.m. on 10 April 2003 at the Wellington Suite,
Royal Armouries Museum, Armouries Drive, Leeds LS10 1LT.
Business to be transacted at the AGM
1. To receive and adopt the company’s annual report and accounts for the financial year ended 
31 December 2002.
2. To approve the directors’ remuneration report.
3. To approve and confirm the payment of a dividend.
4. To re-elect Stuart Timperley as a director.
5. To re-elect Aidan Hughes as a director.
6. To elect Roger Jennings as a director. 
7. To elect Michael Firth as a director.
8. To elect Michael Smith as a director.
9. To re-appoint Ernst & Young LLP as auditors and to authorise the directors to fix their remuneration.
10. To authorise the directors to allot securities generally.
11. To approve the communisis Matched Award Plan (‘the Plan’) and authorise the directors to take any action
necessary to implement the Plan.
12. To authorise the directors to allot securities for cash.
13. To authorise the directors to purchase the company’s own shares.
Proxy forms for use in connection with the business to be transacted at the AGM are enclosed with the 
Notice of Meeting. communisis plc operations of the group
52
Operations of the group
The details presented on page 53 are of the group’s major subsidiary operations. communisis plc is either directly,
or through subsidiary companies, the owner of the whole of the equity share capital of all of the companies listed.
Details of the principal activities of the group are disclosed in the Chief Executive’s Report on pages 4 to 8.
Direct subsidiaries of communisis plc are marked #.
Agency companies are marked *.
All subsidiaries are incorporated in England and operate in the UK with the exception of:
1. communisis mccorquodale inc, which is incorporated and operates in the USA;
2. communisis mccorquodale ltd, which is incorporated and operates in Canada;
3. communisis datadoc SA, which is incorporated in Luxembourg;
4. communisis datadoc BV, communisis security products BV and Centurion Media Group BV, which are
incorporated in The Netherlands;
5. communisis colour cards gmbh, which is incorporated in Germany;
6. communisis colour cards SA, which is incorporated in France; and
7. communisis datadoc SA/NV and communisis two NV, which are incorporated in Belgium.
Subsidiaries numbered 3 to 7 all operate in Europe.
The particulars given relate only to those undertakings whose results, in the opinion of the directors, significantly
affect the amount of the profit or assets of the group. Print Management
communisis one ltd
Manston Lane, Cross Gates, Leeds LS15 8AH
Telephone: +44 (0) 113 225 2555
Facsimile: +44 (0) 113 225 2526
Internet: www.communisis-one.com
email: enquiries@communisis-one.co.uk
(London Office)
Devonshire House
146 Bishopsgate, London EC2M 4JX
Telephone: +44 (0) 20 7426 4690
Facsimile: +44 (0) 20 7426 4699
Internet: www.communisis-one.com
email: London@communisis-one.co.uk
communisis two NV
Leuvensesteenweg 248 Building C
B-1800 Vilvoorde
Belgium
Telephone: +32 (0) 2 257 94 60
Facsimile: +32 (0) 2 257 94 69
Internet: www.communisis-two.com
email: info@communisis-two.com
communisis logistics
SR House, Centurion Way
Meridian Business Park
Leicester LE3 2WH
Telephone: +44 (0) 116 240 6700
Facsimile: +44 (0) 116 289 9503
email: enquiries@communisis-lg.co.uk
communisis group strategic
partnerships ltd
Wakefield Road, Leeds LS10 1DU
Telephone: +44 (0) 113 277 0202
Facsimile: +44 (0) 113 271 3503
Internet: www.communisis.com
email: enquiries@communisis.com
#Centurion Press Limited
34/36 High Street, Rickmansworth
Hertfordshire WD3 1ER
Telephone: +44 (0) 1923 891000
Facsimile: +44 (0) 1923 891700
Internet: www.centurion.co.uk
email: sales@centurion.co.uk
London - West End
Centurion House
17 Manchester Street, London W1U 4DH
Telephone: +44 (0) 207 487 4284
Facsimile: +44 (0) 1923 891800
Internet: www.centurion.co.uk
email: sales@centurion.co.uk
London - City
Devonshire House
146 Bishopsgate, London EC2M 4JX
Telephone: +44 (0) 20 7426 4690
Facsimile: +44 (0) 20 7426 4699
Internet: www.centurion.co.uk
email: sales@centurion.co.uk
West Midlands
The Courtyard, Bordesley Park
Dagnell End Road, Redditch
Worcester B98 9BH
Telephone: +44 (0) 1527 594170
Facsimile: +44 (0) 1527 594171
Internet: www.centurion.co.uk
email: sales@centurion.co.uk
East Midlands
Star Lane House, Star Lane, Stamford
Lincolnshire PE9 1PH
Telephone: +44 (0) 1780 751313
Facsimile: +44 (0) 1780 481125
Internet: www.centurion.co.uk
email: sales@centurion.co.uk
Centurion Media Group BV
Edisonstraat 90
7006 RE Doetinchem
The Netherlands
Telephone: +31 (0) 314 260500
Facsimile: +31 (0) 314 362004
Internet: www.centurion.co.uk
email: sales@centurion.co.uk
Personalised Products
Direct Marketing
communisis chorleys ltd
Manston Lane, Cross Gates, Leeds LS15 8AH
Telephone: +44 (0) 113 225 5000
Facsimile: +44 (0) 113 225 5400
Internet: www.chorleys-communisis.co.uk
email: enquiries@chorleys-communisis.co.uk
*communisis broadprint ltd
George Richards Way
Altrincham, Cheshire WA14 5GW
Telephone: +44 (0) 161 254 6000
Facsimile: +44 (0) 161 254 6001
Internet: www.broadprint-communisis.co.uk
email: enquiries@broadprint-communisis.co.uk
(London office)
Devonshire House
146 Bishopsgate, London EC2M 4JX
Telephone: +44 (0) 20 7426 4690
Facsimile: +44 (0) 20 7426 4699
Internet: www.chorleys-communisis.co.uk
email: London@communisis-dm.co.uk
Security Products
*communisis security products ltd
Trafford Wharf Road, Manchester M17 1HE
Telephone: +44 (0) 161 869 1000
Facsimile: +44 (0) 161 869 1010
Internet: www.sp-communisis.com
email: enquiries@sp-communisis.co.uk
Frances Street, Crewe
Cheshire CW2 6HG
Telephone: +44 (0) 1270 502600
Facsimile: +44 (0) 1270 502601
Internet: www.sp-communisis.co.uk
email: enquiries@sp-communisis.co.uk
*communisis ni ltd
P.O. Box 22, Altona Road
Lisburn, County Antrim BT27 5QU 
Telephone: +44 (0) 2892 606800
Facsimile: +44 (0) 2892 606801
Internet: www.sp-communisis.com
email: enquiries@sp-communisis.co.uk
Document Services Europe
communisis bbf ltd
Westfield Trading Estate
Midsomer Norton
Bath BA3 4BS
Telephone: +44 (0) 1761 409200
Facsimile: +44 (0) 1761 409289
email: enquiries@bbf-communisis.co.uk
communisis datadoc SA/NV
Leuvensesteenweg 248 Building C
B-1800 Vilvoorde, Belgium
Telephone: +32 (0) 2 257 94 20
Facsimile: +32 (0) 2 257 94 49
Internet: www.communisis-datadoc.com
email: info@communisis-datadoc.com
communisis datadoc SA
Zone Industrielle Lankhelz
Rue J. Kieffer
L-4176 Esch-sur-Alzette, Luxembourg
Telephone: +352 (0) 55 22 12
Facsimile: +352 (0) 57 02 26
Internet: www.communisis-datadoc.com
email: info@communisis-datadoc.com
communisis datadoc BV
Takkebijsters 7, 4817 BL Breda
Postbus 2238, 4800 CE Breda
The Netherlands
Telephone: +31 (0) 76 571 91 91
Facsimile: +31 (0) 76 571 96 00
Internet: www.communisis-datadoc.com
email: info@communisis-datadoc.com
communisis security products BV
Graaf van Solmsweg 42-44
5222 BP’s Hertogenbosch, The Netherlands
Telephone: +31 (0) 73 623 17 00
Facsimile: +31 (0) 73 621 36 60
Internet: www.communisis-datadoc.com
email: info@communisis-datadoc.com
Color Solutions
communisis mccorquodale ltd
30 Tempo Avenue, Willowdale
Ontario, Canada M2H 2N8
Telephone: +1 416 499 1946
Facsimile: +1 416 499 9365
email: enquiries@mccorquodale-communisis-tor.com
2315 rue de la Metropole
Longueuil, Quebec, Canada JG4 1E5
Telephone: +1 450 677 8121
Facsimile: +1 450 463 3440
email: service@mccorquodale-communisis-mtl.com 
communisis mccorquodale inc
2737 Whiteford Road
P.O. Box 165, Whiteford
Maryland 21160, USA
Telephone: +1 410 452 8184
Facsimile: +1 410 452 8266
email: enquiries@mccorquodale-communisis.com
#communisis colour cards SA
37 Rue Gambetta, B.P. 9 F-72310
Bessé-sur-Braye, France
Telephone: +33 (0) 2 43 35 30 88
Facsimile: +33 (0) 2 43 35 58 21
Internet: www.communisis-cc.com
email: service@communisis-cc.fr
communisis colour cards SA
Leuvensesteenweg 248, Building C
B-1800 Vilvoorde, Belgium
Telephone: +32 (0) 2 257 94 80
Facsimile: +32 (0) 2 257 94 69
Internet: www.communisis-cc.com
email: service@communisis-cc.com 
#communisis colour cards gmbh
Robert-Bosch-Breite 1 
D-37079, Göttingen
Postfach 2852 D-37018 Göttingen, Germany
Telephone: +49 (0) 551 505 680
Facsimile: +49 (0) 551 505 6850
Internet: www.communisis-cc.com
email: service@communisis-cc.de
waddington labels ltd
Kingsway, Team Valley Trading Estate
Gateshead, Tyne & Wear NE11 0TZ
Telephone: +44 (0) 191 482 2811
Facsimile: +44 (0) 191 491 0641
email: enquiries@waddingtonlabels.co.uk
Operations of the group
53
operations of the group report and accounts 2002 Wakefield Road 
.
Leeds LS10 1DU
Telephone: +44 (0) 113 277 0202 
.
Facsimile: +44 (0) 113 271 3503
Internet: www.communisis.com 
.
email: enquiries@communisis.com
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www.communisis-one.com