TIDMMKS

RNS Number : 8964N

Marks and Spencer Group PLC

07 June 2022

Marks and Spencer Group plc (the "Company")

Annual Report and Financial Statements 2022

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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism:

   --           Annual Report and Financial Statements 2022; 

-- Notice of Annual General Meeting of the Company, which will be held at and broadcast from Waterside House, 35 North Wharf Road, London W2 1NW at 11am on Tuesday 5 July 2022;

   --           Proxy form for the 2022 Annual General Meeting; and 

-- Amended Rules of the Marks and Spencer Group plc Share Incentive Plan, proposed for approval.

In accordance with DTR 6.3.5(3) the Annual Report and Financial Statements 2022 and the Notice of Annual General Meeting are accessible on corporate.marksandspencer.com/investors . The Annual Report and Financial Statements 2022 have been prepared using the single electronic reporting format specified in the TD ESEF Regulation.

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 results announcement on 25 May 2022. 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 2022. To view the preliminary results announcement, visit the Company website: corporate.marksandspencer.com/investors .

For further information, please contact:

Group Secretariat: +44 (0)20 3934 3043

Additional Information

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                                            MITIGATING ACTIVITIES 
 AN UNCERTAIN TRADING ENVIRONMENT 
 Our ability to deliver continued                               *    Strong, varied and complementary senior leadership 
 improvements in trading performance                                 team capabilities. 
 could be significantly affected 
 by the individual or aggregate 
 impact of an increasingly complex                              *    Planned senior leadership continuity. 
 set of external factors. The 
 ongoing consequences of the pandemic, 
 geo-political and economic uncertainties                       *    An established operating model consisting of a family 
 (both national and international)                                   of accountable businesses who share M&S brand values, 
 and the resultant cost of living                                    support functions, technology and customer data. 
 crisis, are combining to generate 
 difficult and unpredictable headwinds. 
  *    M&S operates in an increasingly competitive sector       *    A clear three-year plan constructed to remain 
       against a backdrop of continued cost and pricing              relevant to the current challenges. 
       pressures, changing consumer behaviours and a broad 
       range of macroeconomic uncertainties. 
                                                                *    Improved budgeting processes, including detailed 
                                                                     sensitivity analysis to anticipate the potential 
  *    Over recent months the consequences of Covid-19 have          impact of external uncertainty. 
       continued to evolve and combine with other external 
       macro factors to contribute to widespread, ongoing 
       uncertainty across the communities in which we           *    Formal operating reviews for all business and 
       operate. Continued lockdown measures; labour                  functional teams to enable effective executive 
       shortages across transport, distribution,                     oversight and governance of each business. 
       manufacturing and service industries; threats to 
       supplier resilience and viability; ongoing changes to 
       customer behaviours; price inflation, including          *    Effective business continuity and crisis management 
       energy; the potential for further interest rate               processes to support business-wide response to issues 
       rises; increases in taxation; socio-political                 as they arise. 
       tensions; and disruption to the supply of natural, 
       refined and manufactured resources, have combined to 
       create a challenging environment for our, and all        *    Prioritised focus and discipline across the business 
       businesses, to operate within.                                on cost, range, trusted value and availability. 
 
 
  *    The cost of living crisis will further influence         *    Effective and proactive working with critical third 
       customer behaviour and buying choices which could             parties - for example, a structured supplier 
       impact our performance and strategic decisions as we          engagement programme to both anticipate and support 
       respond to these changes.                                     management of escalating issues such as cost 
                                                                     inflation. 
 
  *    The potential consequences of the Russian invasion of 
       Ukraine further highlight the fragility linked to        *    Continued commitment to initiatives that maintain and 
       high-impact "shock" events. These include the                 support improved and sustained customer engagement 
       long-term impact on our franchise operations in the           including the Sparks loyalty programme, broader 
       region, and on key materials and products including           digital engagement, personalisation of offers and 
       sunflower oil, grains, natural gas, fuel, fertiliser,         shop your way. 
       nickel and microchips that could impact manufacture, 
       cost and availability of products. 
 
 
  *    While the business has demonstrated continued 
       resilience in the face of this range of pressures, 
       and remained relevant to customers throughout the 
       period, continued turbulence in the external 
       environment could negatively impact the business's 
       ability to continue delivering an improved trading 
       performance. 
 
 
  *    In addition, the possibility of future new variants 
       of Covid-19 combined with restrictive government 
       interventions, either in the UK or other countries, 
       could negatively impact future performance. 
 
 
 Operational oversight by Executive 
 Committee 
                                                              ------------------------------------------------------------ 
 BUSINESS TRANSFORMATION 
  A failure to successfully implement                           *    Clear prioritisation of the required transformation 
  the suite of critical transformation                               activities as part of our three-year planning 
  projects could impact medium-                                      process. 
  and longer-term growth ambitions. 
  While each initiative is individually 
  significant and has its own inherent                          *    Initiatives underpinned by function-specific 
  risks, the aggregate impact of                                     strategic plans and leadership governance structures. 
  simultaneously delivering these 
  challenging projects could also 
  create further risks to successful                            *    Dedicated strategy and transformation roles to 
  implementation.                                                    support focus, consistency and challenge across our 
  While significant change is ongoing                                family of businesses. 
  across the business, the three 
  critical projects underpinning 
  our transformation agenda comprise:                           *    Application of programme governance principles for 
   *    modernising of our supply chain and logistics                all core projects, with clear accountabilities and 
        activities to improve speed, operational                     milestones in place. 
        effectiveness and availability and reduce costs; 
 
                                                                *    Ongoing benefits tracking of initiatives in line with 
   *    improving our IT infrastructure and underlying               spend targets and value outcomes. 
        systems 
 
                                                                *    Periodic reporting on key business activities to the 
   *    while also adopting new technologies and digital             Audit Committee. 
        products to support operational efficiency, improved 
        data-driven decision-making, creation of a 
        customer-centric "ecosystem", increased 
        personalisation and the shift to omni-channel; and 
 
 
   *    reshaping and modernising our UK store estate to be 
        fit for the future, with the right-sized stores in 
        the right spaces, supporting omni-channel growth and 
        meeting the expectations of our customers. 
 
 
  The ability to balance cost-effective 
  programme execution at pace and 
  to deliver on time, while also 
  managing the consequences of 
  the external pressures discussed 
  above, is key to improving operational 
  efficiency, competitiveness and 
  growth. Any significant delays, 
  failure to achieve the anticipated 
  outcomes, or excess implementation 
  costs could also impact delivery 
  of the planned business benefits. 
  Operational oversight by Executive 
  Committee, Property Committee 
                                                              ------------------------------------------------------------ 
 OCADO RETAIL 
  A failure to effectively manage                               *    M&S nominated directors are part of the Ocado Retail 
  the strategic and operational                                      Board, with collective sign-off of business plans 
  relationship with Ocado Retail                                     directing the growth of the business. 
  could significantly impact the 
  value of our investment, the 
  achievement of our multi-channel                              *    Jointly agreed investment plans to support the 
  food strategy, our Brand and                                       continued investment in the Customer Fulfilment 
  our ability to deliver shareholder                                 Centre network, to expand presence in the ultra-fast 
  value.                                                             grocery delivery market and the planned migration to 
  The investment in Ocado Retail                                     the new Ocado service platform. 
  is part of our strategy for improving 
  our online reach and capability. 
  There are three core aspects                                  *    Established data and technology interfaces with Ocado 
  of our relationship with Ocado                                     Retail. 
  Retail that the business is actively 
  focusing on: 
   *    developing our relationship with Ocado Retail and       *    A dedicated M&S Ocado delivery team, supported by 
        evolving our ways of working to ensure alignment of          senior leadership, to coordinate sourcing, product 
        strategies in a way that supports innovation and             development, ranging, customer data and marketing. 
        growth and prioritising areas for future investment; 
 
 
   *    planning for our long-term strategic relationship 
        with the partner, including its role in the M&S 
        ecosystem; and 
 
 
   *    maintaining a seamless supply process to support 
        customer fulfilment - existing and in line with 
        future growth - and seeking opportunities to expand 
        and refine product ranges. 
 
 
  Operational oversight by Executive 
  Committee, representation on 
  the Ocado Retail Board 
                                                              ------------------------------------------------------------ 
 TALENT AND CAPABILITY 
 An inability to attract, retain                                *    Direct Executive Committee ownership of the people 
 and develop the right talent,                                       plan. 
 skills and capabilities or to 
 successfully adapt to the expectations 
 of a post-pandemic labour market                               *    Continued investment in internal and external talent 
 could impact the delivery of                                        to strengthen capability at all levels, develop our 
 core operational activities and                                     future leaders and drive internal career progression. 
 longer-term strategic objectives, 
 including aspects of our transformation 
 programme.                                                     *    Ongoing delivery of improvements in core people 
 The business employs more than                                      management systems and processes, including a 
 65,000 talented and passionate                                      refreshed performance and talent management process 
 colleagues and remains an attractive                                to drive consistency and improved decision-making. 
 brand to future colleagues. However, 
 the current labour market conditions 
 create a heightened risk around                                *    An established colleague skills framework to support 
 recruitment.                                                        role-based performance, development and progression. 
  *    The consequences of the pandemic, including skills 
       shortages and wage inflation, have contributed to a 
       tight labour market in some key specialist areas         *    Ongoing review and maintenance of succession plans 
       (including digital, technology and data science) and          for key roles. 
       other critical operational roles (such as in supply 
       chain and logistics). 
                                                                *    Continued investment in skills and capabilities with 
                                                                     a particular focus on driving digital literacy and 
  *    In addition, colleagues and potential candidates are          capability building. 
       demonstrating a preference for roles and employers 
       that offer increasing flexibility to support life 
       choices, work-life balance and career development in     *    Investment in pay and wellbeing benefits following 
       addition to attractive pay and benefits. Linked to            completion of a business-wide reward review. 
       these influences, the need for employers to 
       demonstrate a cultural alignment in other areas such 
       as sustainability, diversity and ethical values are      *    A focus on externally benchmarked, market-relevant 
       becoming increasingly important.                              pay including full consideration of gender, ethnicity 
                                                               , 
                                                                     disability and age. 
  *    The broader implications on the availability of 
       labour and key skills post-Brexit also continue to be 
       monitored.                                               *    A well-established Business Involvement Group which 
                                                                     is actively involved in business-wide colleague 
                                                                     engagement and representation, including at Board 
 To support the continued delivery                                   meetings. 
 of improved trading performance 
 and our transformation ambitions, 
 it is essential that we have                                   *    Improved usage of our M&S Alumni community to engage, 
 the right processes in place,                                       energise and re-attract great talent. 
 underpinned by effective technology, 
 to identify, develop and retain 
 talented colleagues. 
 Operational oversight by Executive 
 Committee 
                                                              ------------------------------------------------------------ 
 EU BORDER CHALLENGES 
 A failure to manage the cost                                   *    Regular engagement with the Board to discuss the 
 consequences and operational                                        actions being taken to manage evolving border 
 friction arising from the complexity                                challenges by our accountable businesses. 
 of border arrangements following 
 the UK's exit from the European 
 Union (EU) or further developments                             *    Strengthening the management and accountabilities of 
 in the Trade and Cooperation                                        Irish operations to support targeted mitigation of 
 Agreement ("TCA"), including                                        costs, including opportunities for local sourcing. 
 the Northern Ireland Protocol, 
 could have a significant and 
 long-term impact on our Irish                                  *    Operation of a virtual customs warehouse environment 
 business and overall trading                                        and implementation of an EU hub to mitigate tariff 
 performance.                                                        costs. 
 The business continues to manage 
 a range of complexities that 
 have arisen following the UK's                                 *    Continued engagement with key government departments 
 exit from the EU. Key challenges                                    and other external experts to represent M&S views and 
 include:                                                            review our mitigation strategies. These include 
  *    continued uncertainty as the requirements of the              ministers, industry bodies, the Border and Protocol 
       Northern Ireland Protocol evolve and our ability to           Delivery Group, the Department for Environment, Food 
       implement sustainable solutions to manage the impact          & Rural Affairs (Defra), HM Revenue & Customs, the 
       on our Irish business, including the movement of              Foreign Office, and the Northern Ireland Executive. 
       goods across to the Republic of Ireland, our largest 
       EU export business; 
                                                                *    Ongoing work with Defra and our supply base in 
                                                                     readiness for the rules for moving goods from the EU 
  *    further increases in the cost base following the              to Great Britain. 
       introduction of checks to inbound goods from the EU 
       to the UK (expected in 2022) and the consequent 
       pressure on the supply base including viability of       *    Proactively managing our franchise arrangements with 
       suppliers and the impact on product availability;             partners. 
 
 
  *    managing the consequences of introducing more locally 
       sourced products; and 
 
 
  *    monitoring and implementing solutions for any 
       longer-term divergence of UK and EU rules that may 
       add additional cost and complexity to the business, 
       particularly in Ireland. 
 
 
 Operational oversight by Executive 
 Committee 
                                                              ------------------------------------------------------------ 
 BUSINESS CONTINUITY AND RESILIENCE 
 Significant operational failures                               *    A dedicated and experienced Business Continuity (BC) 
 or resilience issues at key business                                team with established Group Crisis and Incident 
 locations, such as Castle Donington,                                Management processes. 
 our primary online Clothing & 
 Home distribution centre, or 
 any of our key international                                   *    Risk-based BC assessments for stores, sourcing 
 sourcing locations, could result                                    offices and warehouses and validation of key supplier 
 in significant business interruption.                               arrangements. 
 More broadly, an inability to 
 effectively respond to global 
 events, such as the pandemic                                   *    Up-to-date BC plans for key activities across our 
 or Russia's invasion of Ukraine,                                    operations, including offices, warehouses and IT 
 a shortage of raw materials or                                      sites, that continue to evolve in response to new 
 other products used in our business,                                threats including, where needed, work with critical 
 or significant supply chain disruption,                             third parties. 
 could also impact business performance. 
 The business has continued to 
 demonstrate resilience through                                 *    Enhanced capabilities at Castle Donington to manage 
 the pandemic and in responding                                      technology failure and fulfilment capabilities 
 to other significant changes,                                       through in-store fulfilment and the use of other 
 such as the Russian invasion                                        warehouses in our network. 
 of Ukraine however, threats to 
 business continuity remain: 
  *    As our online business grows, the potential risk         *    Proactive testing of plans for key business 
       linked to our sales and growth ambitions from a               continuity risk scenarios. 
       sustained period offline or an inability to fulfil 
       online orders due to a major incident at our Castle 
       Donington fulfilment centre increases.                   *    Live digital platform to support the business 
                                                                     continuity governance programme. 
 
  *    The loss of, or major disruption at other locations, 
       such as primary supply countries like Bangladesh,        *    Active engagement with external organisations 
       China or Sri Lanka; the dedicated warehouses that             including the Retail BC Association, government-led 
       store specific food products in the UK; or support            forums and membership of the National Counter 
       facilities (such as IT), could also impact us                 Terrorism Information Exchange. 
       significantly. 
 
                                                                *    Enhanced incident reporting with live data-driven 
  *    A specific, unexpected or unplanned shortage of               dashboard. 
       product or materials such as those being created by 
       Russia's invasion of Ukraine (including sunflower oil 
       or fertiliser), or the global shortage of microchips, 
       could also impact core trading or transformation 
       activities. 
 
 
  *    The potential widespread consequences from currently 
       unknown/new Covid variants on both our business and 
       third parties could also have severe operational 
       consequences. 
 
 
  *    In addition, our dependency on major third parties 
       means that significant incidents, long-term 
       resilience issues and recoverability in these 
       businesses would also impact our own. 
 
 
 Operational oversight by Executive 
 Committee, Crisis Management 
 Team 
                                                              ------------------------------------------------------------ 
 PRODUCT SAFETY AND INTEGRITY 
 Failure to prevent and/or effectively                          *    Group-wide assessment of all safety risks with 
 respond to a food or product                                        specific Executive Committee and business unit 
 safety incident, or to maintain                                     ownership. 
 their integrity, could impact 
 customer confidence in our brand 
 and business performance.                                      *    Relevant Safety Policy and Standards, Terms of Trade, 
  *    The safety of our products - food and all other               product safety and "from farm to fork" specifications 
       product categories - is vital for our business and we         with clear accountability set at all levels, 
       need to effectively manage the potential risks to             including processes to comply with overseas 
       customer health and safety and consumer confidence            requirements. 
       that face all retailers. 
 
                                                                *    Compliance standards included in contracts with 
  *    This includes considering how external pressures,             third-party brands. 
       including economic and environmental changes, could 
       impact the integrity of our products and the ability 
       to effectively operate and maintain all key controls     *    Risk-based store, supplier and warehouse audit 
       throughout the supply chain.                                  programmes completed by independent third parties and 
                                                                     own second-line functions, including franchise 
                                                                     operations. 
  *    These external pressures, including the ongoing 
       consequences of the pandemic, inflationary costs, 
       labour quality and availability, and regulatory          *    Established processes for the development of products 
       changes, are becoming increasingly acute. While some          and the associated packaging, including independent 
       of these events are outside of our control, they must         review and approval before launch. 
       nevertheless be monitored and mitigated against. 
 
                                                                *    Qualified Food and Product Technology teams with 
 Operational oversight by Executive                                  access to external experts where appropriate. 
 Committee, Group Safety Committee, 
 Consumer Brand Protection Committee 
                                                                *    Regular engagement with expert bodies and third-party 
                                                                     consultants to understand and respond to changes in 
                                                                     safety standards. 
 
 
                                                                *    Tested crisis management plan for safety incidents. 
 
 
                                                                *    Monitoring of product quality and customer 
                                                                     complaints. 
                                                              ------------------------------------------------------------ 
 INFORMATION SECURITY 
 Failure to adequately prevent                                  *    Information security and data protection policies in 
 or respond to a data breach or                                      place, with a mandatory training programme for 
 cyber-attack could adversely                                        colleagues. 
 impact our reputation, result 
 in significant fines, business 
 disruption, loss of information                                *    Information Security function, with multidisciplinary 
 for our customers, employees                                        specialists, supported by a 24-hour Security 
 or business and/or loss of stakeholder                              Operations Centre and mature incident management 
 and customer confidence.                                            plan. 
  *    The sophistication and frequency of cyber-attacks in 
       the retail industry continue to increase and 
       highlight an escalating information security threat.     *    Network of Data Protection Officers in priority 
       This threat is further exacerbated by the pandemic            business areas. 
       and other external events, such as the increased 
       threat of cyber warfare linked to current global 
       uncertainty.                                             *    Continued delivery of our improvement programme with 
                                                                     prioritised investment in response to an increase in 
                                                                     security events, breaches and the potential threat of 
  *    As we continue to use data more intelligently across          cyber warfare. 
       the business, move away from legacy systems to new 
       technology and digital solutions, transition to the 
       cloud, enhance omni-channel customer experiences and     *    Risk-based cyber security assurance programme, 
       build a broader "ecosystem", the profile of                   including assessment of controls in overseas 
       information security and the overall threats                  locations. 
       landscape will continue to change. 
 
                                                                *    Information security obligations included in 
  *    Our reliance on several third parties hosting                 third-party contracts with a risk-based assurance 
       critical services and holding M&S and customer data           programme to monitor our exposure. 
       also means that continued assessment and monitoring 
       is required to ensure that vulnerabilities in their 
       cyber and data controls do not impact us or our          *    Active monitoring of our threat environment. 
       customers. 
 
                                                                *    Focused security assurance, architecture and hygiene 
  *    Longer-term changes such as the increase in customers         around our digital product lifecycle, operations 
       using e-commerce, the growing number of digital and           model and significant change activities, like 
       mobile shopping channels, the development of new              omni-channel and new technologies. 
       technologies and digital touchpoints, and permanent 
       changes in the pattern of office/home working, will 
       all continue to impact the overall risk. 
 
 
 Operational oversight by Executive 
 Committee 
                                                              ------------------------------------------------------------ 
 CORPORATE COMPLIANCE AND RESPONSIBILITY 
 A failure to deliver against                                   *    Code of Conduct in place and underpinned by policies 
 our legal and regulatory obligations                                and procedures in core areas of regulation and 
 or broader corporate responsibility                                 responsibility that is shared with suppliers and 
 commitments would undermine our                                     third parties where relevant and published 
 reputation as a responsible retailer,                               externally. 
 may result in legal exposure 
 or regulatory sanctions, and 
 could negatively impact our ability                            *    Group-wide mandatory training programme for 
 to operate and/or remain relevant                                   higher-risk regulatory areas, like health and safety, 
 to our customers and other stakeholders.                            anti-bribery and corruption, data privacy, and 
  *    The increasingly broad and stringent legal and                information security. 
       regulatory framework for retailers creates pressures 
       on business performance and management of market 
       sentiment requiring frequent changes or improvements     *    Established in-house regulatory legal team in place, 
       in how we operate.                                            including specialist solicitors. 
 
 
  *    New and evolving regulatory requirements include:        *    Dedicated subject-area leaders embedded in the 
       restrictions on the promotion of foods high in fat,           business. 
       sugar and salt becoming effective from October 2022; 
       sanctions and export controls linked to Russia; 
       extended producer responsibility for packaging           *    Continuous horizon scanning, including monitoring of 
       plastics recycling targets; the proposed EU Directive         sanctions and export controls. 
       on corporate due diligence and accountability in the 
       supply chain; anticipated changes in UK corporate 
       governance requirements, development of Taskforce on     *    Risk-based assurance and monitoring systems in place 
       Climate-related Financial Disclosures (TCFD)                  covering legal and regulatory compliance, and ethical 
       requirements; and potential new reporting under the           and social considerations, including for our overseas 
       Taskforce on Nature-related Financial Disclosures.            operations and suppliers. 
 
 
  *    The diligence required to remain compliant is also       *    Cross-business Fraud Committee and controls 
       impacted by the global nature of activities,                  framework. 
       particularly our supply chains, where changes in the 
       external environment and challenging economic 
       conditions, including the impact of Covid-19 and the     *    A Confidential Reporting line to allow colleagues and 
       Russian invasion of Ukraine, leave ethical and social         other stakeholders to report areas of concern, 
       responsibilities open to a heightened risk of                 including breaches. 
       mismanagement or exploitation. 
 
                                                                *    Established Worker Voice programme in the Food 
  *    Non-compliance may result in fines, criminal                  business and transparency initiatives within Clothing 
       prosecution for M&S or colleagues, litigation,                & Home. 
       additional investment to rectify breaches, disruption 
       or cessation of business activity, as well as 
       impacting our reputation.                                *    Active monitoring of customer feedback and public 
                                                                     sentiment on compliance and responsibility, including 
                                                                     social media trends. 
 Operational oversight by Executive 
 Committee, Group Safety Committee, 
 Consumer Brand Protection Committee,                           *    Proactive engagement with regulators, legislators, 
 Bank and Services Compliance                                        trade bodies and policy makers. 
 Monitoring Committee, Fraud Committee 
                                                              ------------------------------------------------------------ 
 CLIMATE CHANGE AND ENVIRONMENTAL 
 RESPONSIBILITY                                                 *    Established Plan A programme with clear 
 An inability to reduce the environmental                            accountabilities for each area of the business 
 impact of our business and progress                                 relating to our environmental objectives. 
 towards our net zero targets, 
 including those linked to our 
 supply chains, as well as managing                             *    Net zero targets agreed with the Board. 
 the consequences of climate change 
 on our business, would fail to 
 meet the expectations of our                                   *    Alignment of carbon commitments with our revolving 
 customers, colleagues, investors                                    credit facility. 
 and other stakeholders, impacting 
 our brand, future trading performance 
 and other business costs, including                            *    Appointment of c.120 cross-business carbon champions, 
 financing.                                                          and launch of an internal Green Network with c.600 
  *    We operate in a world and sector with increasing              cross-business colleagues. 
       pressure from carbon-conscious customers, investors 
       and government bodies to operate in a more 
       environmentally conscious manner, where                  *    Established product and raw material standards and 
       sustainability forms a core part of decision-making.          processes outlining environmental and sustainability 
       This includes, for example, our response to the               considerations for own activities and the supply 
       growth in the circular economy, waste reduction,              chain. 
       low-carbon products and use of recycled fabrics. 
 
                                                                *    Clothing Quality Charter and Environmental and 
  *    Future business performance will be impacted by our           Chemical Policy in place for all suppliers. 
       ability to effectively manage the transition to a 
       low-carbon economy - balancing commercial decisions 
       with environmental responsibility, agreeing              *    ESG Committee, with Board membership, in place to 
       business-wide decarbonisation priorities and managing         oversee the delivery of our carbon commitments and 
       changes in customer preferences. This includes                broader ESG risks. 
       management of the increasing costs associated with 
       sustainable materials, recycling, carbon pricing and 
       further technological, policy and regulatory             *    Developed our response to TCFD including quantitative 
       interventions.                                                scenario analysis in key areas (cotton, animal 
                                                                     protein and property) to enhance external reporting. 
 
  *    Early engagement and planning with partners and 
       suppliers to support their decarbonising activities      *    Inclusion of specific climate-related risks and 
       is also becoming increasingly important in the                mitigations linked to Plan A in business and 
       delivery of our net zero commitment.                          functional risk registers. 
 
 
  *    From an operational perspective, the physical impact     *    Linkage of financing with the delivery of our net 
       of climate change on the availability of raw                  zero roadmap. 
       materials and food products, the geography of the 
       locations from which we source and operate, and the 
       condition of our buildings will need to be managed 
       effectively to reduce the impact on trade and the 
       income statement. 
 
 
 Operational oversight by ESG 
 Committee 
                                                              ------------------------------------------------------------ 
 LIQUIDITY AND FUNDING 
 An inability to maintain short-                                *    A GBP850m undrawn, revolving credit facility and 
 and long-term funding to meet                                       GBP1,197.9m of cash and cash equivalents. 
 business needs or to effectively 
 manage associated risks could 
 impact our ability to transform                                *    Review and refinement of our three-year plan, linked 
 at pace, as well as have an adverse                                 to strategic priorities, with sensitivity analysis to 
 impact on business viability.                                       assessthe impact of the changing economic 
  *    While active management of our cash, liquidity and            environment. 
       debt position through the pandemic and an improvement 
       in trade have resulted in a strong cash performance, 
       we maintain a continued focus on our liquidity and       *    Continued focus on working capital management to 
       funding requirements.                                         continue to improve cash flow and reduce reliance on 
                                                                     bank facilities. 
 
  *    Availability of, and access to, appropriate sources 
       and levels of funding remain vital for the continued     *    Ongoing scrutiny and challenge of discretionary 
       operation of business activity and the next phase of          expenditure and capital spend controls that were 
       our transformation. Our ability to repay debt and             strengthened during the pandemic. 
       fund working capital, capital expenditures and other 
       expenses depends on our operating performance, 
       ability to generate cash and to refinance existing       *    Close monitoring and stress testing of projected cash 
       debt.                                                         and debt capacity, financial covenants and other 
                                                                     rating metrics. 
 
  *    We also have pension fund commitments that require 
       active management and monitoring.                        *    Treasury operations are managed and monitored in line 
                                                                     with a Board approved Treasury Policy. 
 
 Operational oversight by Executive 
 Committee                                                      *    Frequent engagement and dialogue with the market and 
                                                                     rating agencies. 
                                                              ------------------------------------------------------------ 
 

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 165 to 175 of the 2022 Annual Report.

Directors' Responsibility Statement

The 2022 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 2022 and not the condensed statements required to be set out in the Annual Financial Report announcement.

The directors are responsible for preparing the Annual Report, the Remuneration Report and Policy and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors are required to prepare the Group financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards ("IFRS"). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group and the Company for that period.

In preparing these financial statements, the directors are required to:

   -      Select suitable accounting policies and then apply them consistently. 
   -      Make judgements and accounting estimates that are reasonable and prudent. 

- State whether applicable IFRS (as adopted by the UK) have been followed, subject to any material departures disclosed and explained in the financial statements.

- Prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 current directors, whose names and functions are listed on pages 60 and 61, confirms 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 position, performance, business model and strategy.

The Directors of Marks and Spencer Group plc are listed in the Group's 2022 Annual Report, and on the Group's website: corporate.marksandspencer.com.

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(END) Dow Jones Newswires

June 07, 2022 05:00 ET (09:00 GMT)

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