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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