23 May 2019
Marks and Spencer Group plc (the "Company")
Annual Report and Financial Statements 2019
In compliance with Listing Rule 9.6.1, the Company announces that the following documents have today been submitted to the UK Listing Authority, and will shortly be available for inspection via the National Storage Mechanism at morningstar.co.uk/uk/NSM:
· Annual Report and Financial Statements 2019;
· Notice of Annual General Meeting of the Company, which will be held at Wembley Stadium, Wembley, London HA9 0WS at 11am on Tuesday 9 July 2019; and
· Proxy forms for the 2019 Annual General Meeting.
In accordance with DTR 6.3.5(3) the Annual Report and Financial Statements 2019 and the Notice of Annual General Meeting are accessible on corporate.marksandspencer.com/investors.
A condensed set of Marks and Spencer Group plc financial statements and information on important events that have occurred during the year and their impact on the financial statements were included in the Company's preliminary announcement on 22 May 2019. That information together with the information set out below which is extracted from the Annual Report and Financial Statements constitute the requirements of DTR 6.3.5 which is to be communicated via an RIS in unedited full text. This announcement is not a substitute for reading the full Annual Report and Financial Statements. Page and note references in the text below refer to page numbers in the Annual Report and Financial Statements 2019. To view the preliminary announcement, visit the Company website: corporate.marksandspencer.com/investors.
For further information, please contact:
Group Secretariat: +44 (0)20 3934 3043
Principal risks and uncertainties
Below are details of our principal risks and uncertainties and the mitigating activities in place to address them. It is recognised that the Group is exposed to risks wider than those listed. However, we have disclosed those we believe are likely to have the greatest impact on our business at this moment in time and those that have been the subject of debate at recent Board or Audit Committee meetings.
DESCRIPTION & CONTEXT
An inability to quickly identify and effectively respond to the challenges of a post-Brexit environment could have a significant impact on performance across our business.
The continued delay in agreeing the nature and timing of the UK's exit from the European Union (EU) creates uncertainty that will impact the performance of our business. While an orderly exit would allow business planning to more effectively address the consequences of change against a defined timeframe, a no deal outcome would have a more immediate and negative impact. Either outcome is expected to place increased pressure on how our business performs.
The potential impact includes:
· A continued deterioration in customer sentiment.
· Operational complexity and cost due to restrictions on the movement of goods and stricter border controls.
· Costs passed through from our suppliers.
· Continuity of supply and supplier viability.
· Import and export duties.
· Volatility in currency and corporate bond rates.
· Tightening of the labour market.
· Additional regulatory responsibilities and costs.
· Increased complexity and cost in our international operations, including our franchise activities.
· A cross-business working party is in place to undertake scenario planning including financial and operational impact assessments and to consider and drive "day 1" requirements.
· An Operational Brexit Team has been established.
· Updates are provided to the Board and Audit Committee outlining risks and actions being undertaken.
· We are engaged with the government and industry bodies to represent M&S's views, including the UK Border Development Group with access to the Department for Environment, Food and Rural Affairs (Defra), HM Revenue and Customs (HMRC) and the Food Standards Agency (FSA) to support operational planning.
· Specific mitigation plans have been developed and are being refined for our core businesses. For example:
o In Food, plans are in place to build additional stock cover in ambient and frozen in anticipation of a projected period of disruption. We have secured additional ambient warehouse capacity to hold product, extended our warehouse management systems and put plans in place with our fresh suppliers to build raw material stocks in key areas. We have also mapped the processes to import goods from the EU, including certification and import notification, and continue to maintain regular dialogue with our Top 30 food suppliers to track readiness.
o While most Clothing & Home product is sourced from outside the EU, we have engaged with suppliers to ensure trade flows are maintained and are modelling the impact of changes to tariffs and border processes. We have also accelerated delivery of certain stock lines from key countries.
o For International, we have developed plans to minimise operational and supply chain disruption to serve overseas operations. This includes building additional food stock cover in EU markets and setting up an ambient warehouse outside Paris. We have modified aspects of our supply chain for exporting from UK warehouses and to prepare for potential new customs requirements. We have also worked with our franchise partners and owned businesses to set up new import systems and evaluated options to maintain the flow of products across our operations in Ireland.
Improving Trading Performance
A failure of our Food and/or Clothing & Home business to effectively and rapidly respond to the pressures of an increasingly competitive and changing retail environment would adversely impact business performance.
The retail industry is highly competitive, both on the high street and online. M&S competes with a diverse range of retailers in both Food and Clothing & Home. These operate different models and formats through a variety of physical, digital and integrated distribution channels and offer a range of distinct product propositions, from the premium to the value end of the market, in the various markets in which we operate.
Continued cost and pricing pressures, the migration of customer activity online and the consumer impact of the UK's departure from the European Union, as well as broader macroeconomic conditions, are all contributing to the challenge that is faced.
A failure to successfully reshape the Clothing & Home and/or the Food business would have an adverse effect on business results.
· Targeted recruitment to strengthen the capabilities of our senior leadership teams in both Food and Clothing & Home has continued during the year.
· Implementation of a revised operating model to create a family of accountable businesses who share M&S brand values, colleagues, technology and customer data.
· Managing Directors for each of these businesses who have full accountability for their divisions including for marketing, supply chain, finance and technology.
· Establishment of business boards to enable executive oversight and effective governance of each business.
· Development of, and delivery against, business-specific transformation plans incorporating revised disciplines around prices, availability, value, ranges and promotions across both businesses.
· Continued progress against our stated target to deliver 30% of Clothing & Home sales online by 2023 including a programme of investment in technology and marketing to support an improved online proposition.
· Announcement of the joint venture with Ocado for Food online.
· Ongoing implementation of a cost reduction plan.
A failure to execute our business transformation activities with pace and agility could impede our ability to improve operational efficiency and competitiveness.
The business is undertaking a number of projects connected to the five-year transformation programme. The first phase of the programme is enabling the organisation and infrastructure to be fit for the future. Key activities include (although are not limited to):
· Reshaping, modernising and managing the UK store estate (at a time when external factors such as falling property values and other retailers also exiting space create further complexity).
· Modernising our supply chain and logistics activities to improve speed, operational effectiveness and reduce costs.
· Delivering our Digital First ambitions to improve customer experience, reduce costs and work smarter across the business (discussed further in the 'Technology Capability' and 'Talent, Culture and Capability' risks below).
Underlying activities are significant in their own right but the level of interdependency and volume of change create additional delivery risk.
Any delays in delivery of the transformation plan, or a key component, could adversely impact the planned improvements in business performance.
· Established programme governance to track progress against the overall transformation plan, resourcing and capability, and to monitor critical interdependencies.
· High levels of cross-functional engagement to ensure consistency and collaboration in setting and achieving objectives.
· Periodic independent audit reviews of key programme delivery.
· Increased alignment of retail operations and property through the appointment of a single Managing Director.
· Continued operation of the UK Retail & Property Board and Store Renewal Steering Group to oversee planned changes to our store estate.
· The appointment of a single service provider to support the efficient and effective delivery of all store maintenance activities.
· Ongoing delivery of "Fuse", looking at how we plan, buy and manage stock end to end across both Clothing & Home and Food businesses.
· Targeted operational improvements at Castle Donington to improve our M&S.com fulfilment capacity.
· Establishment of a simpler, single-tier Clothing & Home logistics network to reduce costs and working capital and improve speed.
· Rollout of new warehouse management software.
Food Online Joint Venture
A failure to effectively plan for and execute the go-live of the proposed joint venture with Ocado on time would hamper achievement of our food online objectives.
The proposed joint venture (ocado.com) with Ocado Group Plc will enable us to take our food online in a profitable, scalable and sustainable way, operating as a fully aligned partnership with complementary skills and assets. Completion is scheduled for Autumn 2019, with our commitment to provide M&S product ranges and establish development capabilities to the proposed joint venture from September 2020 at the latest. Delivery of this commitment is overlaid with the challenge of applying and managing existing resources effectively across our full transformation programme, including the joint venture, so that all necessary steps are in place to achieve timely completion and successful commencement of operations.
Activities to be completed include:
· Satisfaction of all contractual completion conditions.
· Successful separation of the joint venture operations and establishment of associated services arrangements.
· Creation of an effective oversight and governance framework.
· Mobilisation of resources.
· Development of appropriate M&S range and interfaces to ensure that M&S products are ready to go live in September 2020.
· Identification of M&S-nominated directors to form part of the ocado.com Board.
· Co-appointment of an appropriate management team to lead ocado.com.
· Establishment of a dedicated M&S programme team with senior M&S leadership to support the ocado.com set-up and ensure that M&S interfaces and processes are developed to support the M&S products going live online. This includes providing ongoing support of sourcing and branding activities to the joint venture.
· Joint working group in place with Ocado Group Plc to establish the systems, processes and ways of working to co-ordinate sourcing, product development, product ranging, customer data and marketing.
Food Safety & Integrity
Failure to prevent or effectively respond to a food safety incident, or to maintain the integrity of our products, could impact business performance, customer confidence and our brand.
· Food safety and integrity remain vital for our business. We need to manage the potential risks to customer health and consumer confidence that face all food retailers, while also considering how external pressures on the food industry and wider economic or environmental changes could impact the integrity of our food, our reputation and shareholder value.
· Many of these external pressures, including inflationary costs, labour quality and availability, increased regulatory scrutiny and the unknown impact of Brexit, are outside our control but are nevertheless being monitored.
· Clearly defined requirements through Terms of Trade, Codes of Practice, Standard Operating Procedures and Specifications "from farm to fork", including in-store processes.
· Maintenance of a qualified and capable technical team. Professional status is maintained through training and an independently validated Continuing Professional Development Programme.
· Clear accountabilities for policy and standard development at technical leadership level coupled with individual accountability for product safety at technologist level.
· Long-established store, supplier and depot auditing programmes are in place, including unannounced visits and raw material testing.
· Quarterly review of our control framework by the technical leadership through established governance procedures and the Customer Brand Protection Committee.
· Established processes for the development and legal sign-off for product packaging.
· Clear and tested crisis management plan to respond to future incidents.
· Membership of the Food Industry Intelligence Forum at both Board and Operating Committee level.
· Periodic Internal Audit reviews to consider process design and operating effectiveness.
Corporate Compliance & Responsibility
Failure to deliver against our legal, regulatory or social commitments undermines our reputation as a responsible retailer, may result in legal exposure or regulatory sanctions, and could negatively impact our ability to operate and/or remain relevant to our customers.
· Responsible corporate behaviour is a basic requirement of all businesses and the expectations of our customers and stakeholders (including regulators) are increasingly demanding.
· The increasingly broad and stringent legal and regulatory framework for retailers creates pressure on both business performance and market sentiment requiring continual improvements in how we operate as a business to maintain compliance.
· Non-compliance may result in fines, criminal prosecution for M&S or colleagues, litigation, additional investment to rectify breaches, disruption or cessation of business activity as well as have an impact on our reputation and financial results.
· Similarly, speed is vital to respond to heightened customer expectations, such as the environmental impact of food packaging. Public sentiment towards any business can change rapidly, especially in the age of social media, if expected standards are not met.
· While our business operates appropriate controls, we recognise that potential non-compliance remains a risk and that there can be no room for complacency.
· Clear policies and procedures in place, including human rights, modern slavery, global sourcing, data protection, anti-bribery and corruption, health & safety, food safety, cyber and data security.
· Immediate response to new requirements, such as for minimum alcohol pricing in Scotland, implemented during the last financial year.
· Mandatory induction briefings and annual training for relevant colleagues on key regulations.
· Oversight from committees and steering groups where necessary, including data protection, fire health & safety, food safety and human rights.
· In-house regulatory legal team, including specialist solicitors, with external expertise available as needed.
· Dedicated non-legal regulatory specialists and advisors in place across the business responsible for driving compliance.
· Ongoing engagement with regulators, legislators, trade bodies and policy makers.
· Published, monitored and reported commitments in relation to environmental and social issues.
· Established auditing and monitoring systems in place.
· Customer contact centre insight and analysis of live social media issues.
· Continuous improvement initiatives such as in-store trial of plastic-free fruit and vegetable lines or launch of an initiative where customers can drop non-recyclable plastic at our stores, to be re-used in making equipment for use in stores and schools.
Failure to rapidly improve our technology capabilities, reduce dependency on legacy systems and enhance digital capability could limit our ability to keep pace with customer expectations and competitors, enable business transformation and grow profitably.
· The digital world continues to evolve at an unprecedented rate, enabling competitive advantage, influencing consumer behaviours or expectations and increasing demands on IT infrastructure.
· We have clearly communicated our aim to be Digital First, and recognise the need to invest to achieve this.
· In addition, our existing IT infrastructure needs to be more flexible to lower costs, leverage development opportunities and enable us to move with pace to meet customer and colleague needs.
· As well as technology, we need to continue to develop the skills and capabilities of our people. This will be critical to providing a top-quartile, seamless customer experience.
· A technology transformation programme is ongoing, supported by project governance principles, to enable the Digital First ambitions and to deliver improved customer experience.
· An established Technology Operating Model to drive clear accountabilities and efficiencies, including the adoption of industry standard agile methods.
· Appointment of a leading technology company as our principal partner, coupled with consolidation of the technology supplier base.
· Simplification of IT infrastructure through clearly defined technology roadmaps for all business areas, including the migration from an ageing mainframe environment and improvements to our website, such as the completed re-platform of our web sales site to the cloud.
· Improvements to our in-store technology.
· Development of strategic partnerships, such as with Microsoft and Founders Factory.
· Establishment of Decoded - an externally developed and delivered training and qualification programme to improve digital people skills.
· Cross-channel technology investment strategy in place and aligned to the family of businesses to mutually agreed priorities.
· Quarterly reviews to track benefits realisation.
Failure to adequately prevent or respond to a data breach or cyber-attack could adversely impact our reputation, result in significant fines, business disruption, loss of stakeholder confidence, and/or loss of information for our customers, employees or business.
· The increasing sophistication and frequency of cyber-attacks, coupled with the General Data Protection Regulation (GDPR), highlight the escalating information security risk facing all businesses. Our reliance on a number of third parties to host and hold data also means the risk profile of our information security is changeable.
· This risk is more pronounced due to the pace at which our business is changing and the volume of activities under way, both of which add to the complexity of maintaining a secure environment.
· We recognise the importance of challenging our existing capabilities, supporting the education of our teams and maintaining vigilance across the business. This holistic approach is needed to reduce the likelihood of attack or breach in an environment that is undergoing significant change and facing an external threat that is changing at pace.
· A Data Governance function, overseen by the Data Governance Steering Group.
· Mandatory data protection training for colleagues, including responsibilities for the use of personal data in compliance with GDPR.
· Control of sensitive data through limited and monitored access and the roll-out of systems with enhanced security.
· Dedicated Cyber Security function, comprising a multi-disciplinary team of cyber security specialists, with 24/7 monitoring and defence tools.
· Established security controls, including policies and procedures and adoption of security technologies, subject to periodic independent testing and improvement.
· Completion of a comprehensive maturity review by an independent consultancy during the last financial year covering network security, identity and access management, security software development and project and programme assurance.
· Third-party cyber maturity assessments performed and periodically refreshed. Targeted reviews of third-party control compliance.
· Ongoing monitoring of developments in cyber security threats, engaging with third-party specialists as appropriate.
· Periodic penetration testing by Internal Audit.
· Corporate Security team with ongoing focus on improving the physical security environment.
Business Continuity & Resilience
Failures or resilience issues at key business locations could result in major business interruption. In particular, a major incident at our Castle Donington e-commerce distribution centre may have a significant impact on our ability to fulfil online orders.
· The effective operation of the Castle Donington distribution centre is vital as it is the sole fulfilment centre for our online Clothing & Home business. A major incident leading to a sustained period offline, while unlikely, would not only impact current sales but potentially also hinder the growth of the M&S.com business and achievement of the one-third online target.
· Operational risks also exist in other parts of the business such as the high volumes of goods sourced from Bangladesh and at the dedicated warehouses that store beers, wines & spirits and frozen goods in the UK.
· Our ability to develop effective continuity plans, build resilience in our networks and capabilities to manage associated risks remains an area of focus.
· A dedicated Business Continuity team.
· A Group Crisis Management team is in place and subject to periodic testing.
· Business continuity plans for key areas of the business and critical points of failure, including offices, depots and IT sites are developed and tested.
· Group Incident Reporting & Management Procedures in place and used to escalate incidents on site. These also include critical third parties.
· Insurance cover to mitigate the impact of remediation and business interruption.
· Participation in the Retail Business Continuity Association, which provides insight across the sector.
· Regular participation at government-led exercises at key locations.
· Membership of the National Counter Terrorism Information exchange.
· Mechanisms for checking that suppliers have appropriate business continuity plans in place.
· Ongoing contingency planning for Brexit.
Third Party Management
An inability to successfully manage and leverage our strategic third-party relationships, or a critical failure of a key supplier or partner, may have an impact on delivery of transformational initiatives, our ability to operate effectively and efficiently or, in some circumstances, our brand and reputation.
· Our business is increasingly dependent on significant third-party relationships. These span M&S and include products and services, franchise relationships, our joint ventures and our banking partner.
· To fully leverage these relationships we continue to focus on developing clear and consistently applied processes to track performance, ensuring that commercial expectations and outcomes are met and to put in place plans to manage potential business interruption risk created by such dependencies.
· Clear procurement and supplier management policies in place, including specific requirements for strategic suppliers with dedicated relationship ownership.
· Defined service level agreements and key performance indicators in place for key contracts.
· Established franchise governance and management processes with regular relationship meetings with partners for the UK and International businesses.
· Integrated business planning processes to support franchise and joint venture reviews in International.
· Customer satisfaction surveys introduced for franchise partners with agreed performance targets.
· Regular review of franchise and joint venture markets.
· Engagement of in-house legal and procurement teams.
· Key supplier business contingency planning, selectively subject to review by our Business Continuity team.
Treasury & Funding
An inability to maintain short and long term funding to meet business needs or to effectively manage associated risks, such as significant fluctuations in foreign currency or interest rates, may have an adverse impact on business viability.
· Availability of, and access to, appropriate funds is crucial in supporting core business operations and the successful and timely delivery of our transformation plan. The Group's indebtedness primarily consists of bonds, bilateral facilities and finance leases. The Group's ability to make payments on its debt and to fund working capital, capital expenditures and other expenses will depend on the Group's future operating performance and ability to generate cash from operations and to refinance its existing debt.
· Brexit adds a further dimension to this financial risk because of the potential impact on currency movements, corporate bond rates, changes in credit regulations and the extent of government support of credit markets.
· Additionally, we have a pensions fund commitment that requires active management and regular monitoring.
· A £1.1bn undrawn committed credit facility in place until April 2023 and £285.4m of cash on deposit.
· Treasury executes forward buying of currency requirements and is 90% hedged for FY 2019/20.
· Close monitoring and stress testing of projected cash and debt capacity, financial covenants and other rating metrics, in line with our performance actuals and outlook.
· Regular dialogue with the market and rating agencies.
· Review of counterparty credit risk and limits in line with our risk appetite and treasury policy.
· Pension fund assets fully offset pension scheme liabilities. At the last triennial review in March 2018, the fund had a surplus of £652m.
Talent, Culture & Capability
A failure to attract, develop and motivate the right talent could slow down our ability to achieve operational and strategic objectives, including successful cultural and business transformation.
· As we transform our business, the calibre of our people is integral to delivering operational and strategic objectives and is especially important in our drive to be Digital First.
· Attracting, developing and retaining quality individuals is influenced by many factors, a number of which are outside our control such as labour availability and the challenges facing the UK retail sector.
· Our focus, however, cannot solely be outward looking - our existing workforce is one of our greatest assets. We need to ensure that our colleagues and culture are developed to drive a Digital First and customer-centric mindset and ensure that colleagues feel empowered to drive change at pace.
· Building cross-functional experience for high-potential colleagues to accelerate their development and to better prepare them for more senior roles, as well as expanding our focus on early careers is important in helping us build a bigger pool of future potential talent.
· Talent is identified as a critical component of our people strategy and a key enabler in the delivery of our overall business strategy.
· Targeted external hires to strengthen capability including in Womenswear and Menswear, Food transformation and logistics, digital, Bank & Services and cyber.
· People key performance indicators are in place supported by talent reviews at all levels of the organisation.
· Established biannual employee engagement survey, enhanced during the year to provide additional insight.
· Clear focus and transparent action on fair pay, including gender, ethnicity, disability and age.
· A dedicated forum to lead the inclusion and diversity agenda on behalf of the Operating Committee.
· Simplified, outputs-focused framework for performance management.
· Ongoing culture assessment and roll-out of revised M&S Behaviours.
· Active engagement with our Business Involvement Group.
· Employee suggestion process directly overseen by the Chief Executive's office.
Brand, Loyalty & Customer Experience
An inability to successfully evolve our brand, customer experience and loyalty in line with expectations and innovations in the retail environment could have an impact on our ability to attract and retain customers and result in a decline in our market share.
· Consumer lifestyles and attitudes continue to evolve at pace in an increasingly diversified and competitive retail environment.
· We are proud of our strong brand recognition, but external pressures make it more difficult for all businesses to drive brand relevance and attract and retain customers, especially in our target markets. Failure to do so creates the risk of a decline in market share.
· Our organisational design and operating model need to support our aim to be a customer-centric, Digital First business and our Sparks loyalty programme, marketing strategies and cross-functional ways of working will be key enablers in achieving this, supported by meaningful measurement of customer experience.
· Brand and marketing teams aligned with the operating model to better address the specific needs of our family of businesses.
· Chief Digital & Data Officer in post to head Insights and Loyalty programmes.
· Investment in capability to measure customer experience through introduction of an end-to-end and multichannel net promoter score programme, supported by third-party expertise.
· Established Customer Insight Unit and focus groups in place.
· Review of our Sparks loyalty programme.
· Increasing our presence and proactive monitoring of social media to observe and respond to trends in customer experience with initiatives such as Try Tuesday.
· Targeted use of celebrity engagement.
The risks listed do not comprise all those associated with Marks & Spencer and are not presented in any order of priority. In addition to the risks disclosed, a wide range of lesser impacting risks and uncertainties that Marks & Spencer is exposed to, or could be exposed to in the near future, are actively monitored and managed. These less material risks are kept in view in case their likelihood or impact should show signs of increasing.
Further information on the financial risks we face and how they are managed is provided on pages 121 to 130.
Directors' Responsibility Statement
The 2019 Annual Report contains the following statements regarding responsibility for the financial statements in compliance with DTR 4.1.12. Responsibility is for the full Annual Report and Financial Statements 2019 and not the condensed statements required to be set out in the Annual Financial Report announcement.
The directors are responsible for the maintenance and integrity of the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Each of the directors, whose names and functions are listed on pages 36 and 37 of the Annual Report, confirm that, to the best of their knowledge:
- The Group financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole.
- The Management Report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
- The Annual Report, taken as a whole, is fair, balanced and understandable, and provides the necessary information for shareholders to assess the Group's performance, business model and strategy.
The Directors of Marks and Spencer Group plc are listed in the Group's 2019 Annual Report, and on the Group's website: corporate.marksandspencer.com/investors.
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