TIDMSBRY
RNS Number : 8589N
Sainsbury(J) PLC
06 June 2022
6 June 2022
J Sainsbury plc
(the "Company")
Annual Report and Financial Statements
AND NOTICE OF ANNUAL GENEral meeting 2022
The following documents have today been posted or otherwise made
available to shareholders:
-- Annual Report and Financial Statements 2022 for the year ended 5 March 2022;
-- Notice of Annual General Meeting to be held on 7 July 2022; and
-- Form of Proxy for the 2022 Annual General Meeting.
The above documents may be viewed online at
www.about.sainsburys.co.uk/ar2022 and
www.about.sainsburys.co.uk/agm2022 .
In accordance with Listing Rule 9.6.1R, a copy of each of these
documents in unedited full text will be submitted to the National
Storage Mechanism and will be available for viewing shortly at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
A condensed set of the Company's financial statements and
information on important events that have occurred during the
financial year and their impact on the financial statements were
included in the Company's Preliminary Results Announcement on 28
April 2022.
That information together with the information set out below
which is extracted from the Annual Report and Financial Statements
2022 (the "Annual Report 2022") constitute the material required by
Disclosure Guidance and Transparency Rule 6.3.5R, which is required
to be communicated to the media in full unedited text through a
Regulatory Information Service.
This announcement is not a substitute for reading the full
Annual Report 2022. Page and note references in the text below
refer to page numbers in the Annual Report 2022. To view the
preliminary announcement, slides of the results presentation, the
transcript of the presentation and the webcast please visit
www.about.sainsburys.co.uk/investors/results-reports-and-presentations
.
Enquiries
Investor Relations Media
James Collins Rebecca Reilly
+44 (0) 20 7695 0080 +44 (0) 20 7695 7295
Principal Risks and Uncertainties
Risk management is an inherent part of doing business; it
balances risk and reward, determined through a careful assessment
of both the potential outcomes and impact, as well as risk
appetite.
Below and on the following pages, we set out an overview of our
risk management framework, the principal risks at year end, ongoing
mitigations and how these align to our strategy. The Operating
Board monitors these principal risks on an ongoing basis and flexes
mitigations where appropriate.
Our approach to risk management
Our risk management framework is designed to:
- identify key risks that are aligned to our strategy but that
could prevent us from achieving our strategic objectives
- assess the likelihood of these risks occurring, in combination
with both the reputational and financial impact they may
introduce
- manage the risks through implementing appropriate mitigation
plans and controls, in line with our risk appetite
- monitor and report on our risks, associated mitigation plans
and changes to the internal/external environment to the relevant
governance fora
The following diagram provides an overview of the key risk
management activities undertaken by leadership that support this
risk framework and allow the Board to fulfil its obligations under
the UK Corporate Governance Code 2018. Please refer to page 61 for
the role and remit of these governance bodies.
Divisional leadership teams - Divisional risk maps reviewed
Bottom-up risk identification and challenged
- Divisional emerging risk
map reviewed
- Monitor risk mitigation plans
Governance fora - Divisional risks relevant
Risk identification and monitoring to fora area of scope reviewed
- Governance forum risk maps
reviewed
-----------------------------------------
Operating Board - Corporate risk map updated
Bi-annual Corporate risk updates and actions monitored
and deep dives - Risk deep dives received
- Emerging risk map reviewed
-----------------------------------------
Audit Committee - Corporate and emerging risk
Corporate risk updates, deep maps reviewed
dives and approve risk framework - Risk deep dives received
- Risk policy and framework
approved
- Internal audit reporting
-----------------------------------------
plc Board - Annual internal controls
Review of risk process, corporate certification by management
risks and approval of risk disclosures - Principal Risk and Uncertainty
disclosures
-----------------------------------------
The plc Board has overall responsibility for risk management,
the system of internal control, and for reviewing the effectiveness
of these at least annually. As such, they have approved our
principal
risks disclosure, as set out on pages 40 to 50. Certain
responsibilities have been delegated to the Audit Committee, as
outlined on page 73.
COVID-19
The COVID-19 pandemic demonstrated that active risk and issue
management is an inherent part of doing business. Disruptions
to our business as a result of COVID-19 were actively managed
either through day-to-day ways of working or if needed, through
the Incident Response Team. Reflecting this, we do not have
a specific principal risk related to COVID-19, although its
impact on our principal risks continues to be assessed by
the Board and is set out where relevant, in individual risk
disclosures.
Our risk management process
The Risk and Internal Audit team facilitate "bottom up" risk
workshops with divisional leadership teams to identify the key
risks which may prevent the achievement of their objectives. A risk
map is maintained for each division, setting out key risks and
their gross, net and target positions. A consolidated view of
relevant risks - and the effectiveness of mitigating activities -
are also discussed at relevant governance fora, covering safety,
data governance and operational resilience.
The Operating Board maintains the overall corporate risk map,
which captures the key risks to achieving our strategic
objectives.
The Operating Board formally reviews the corporate risk map from
a "top down" perspective twice a year, to discuss and agree the
level of risk that the business is prepared to accept for each key
risk. They also review and challenge the output of the bottom up
risk process, considering new risks, movements in the position of
risks and key themes.
The target risk position for the corporate risks is also
captured to reflect management's risk appetite, where this differs
to the current net position. This enables the Operating Board to
agree and monitor appropriate actions as required. A risk dashboard
is maintained for each corporate risk, setting out the risk, causes
of the risk, key mitigations and any actions to reach the target
risk position.
Operating Board members also confirm annually that the corporate
risk map accurately reflects their view of key risk across the
organisation, that they are responsible for managing risks relevant
to their division and that internal controls exist to provide
reasonable, but not absolute, assurance that the risks in their
areas of responsibility are appropriately identified, evaluated and
managed; this is also
reported to the Board.
The Risk and Internal Audit team provide the Audit Committee
with a risk management update at each meeting, which includes an
overview of changes to the corporate risk map and risk
disclosures
agreed by the Operating Board for their review and comment.
Risk and Internal Audit also provide independent assurance to
management and the Audit Committee over specific risk areas as part
of their annual audit plan; risk deep dives were also undertaken
with the Operating Board and/or Audit Committee for a selection of
principal risks, as set out over the following pages.
The Audit Committee Chair provides updates to the plc Board.
Emerging risks and opportunities
Emerging risks and opportunities are also formally reviewed
in the year as part of the bottom up divisional risk management
process. This allows emerging risks to be considered and discussed
by each division and then collated to perform a business-wide
assessment of how emerging risks and opportunities may impact
our business, considering their potential timeframe and degree
of certainty. The outcomes are reported to the Operating Board
and Audit Committee and relevant actions are agreed.
Independent review of our risk management framework
During the year, an independent review of our risk management
framework was carried out by a Big 4 firm; this review confirmed
that we are compliant with the Risk Management requirements of the
UK Corporate Governance Code. Actions to further enhance risk
management activities were agreed in line with management's
appetite. In particular, work continues to define the risk appetite
for each corporate risk.
Changes to principal risk disclosures
As described above, the principal and emerging risks are
discussed and monitored throughout the year to identify and respond
to changes in the risk landscape.
The key change to the risks during the year relates to our
previous "Environment and sustainability" principal risk. The risk
has been expanded and broadened in line with the launch of our Plan
for Better strategic priority (see page 13), which includes our
previous Net Zero commitments, but has been broadened to include
our responsibilities towards putting our planet and people at the
core of our business. There are two key changes.
Firstly, the principal risk now also considers our social
objectives, for example, to leave a measurable positive impact on
the communities we serve and source from and to make Sainsbury's an
inclusive place to work and shop.
Secondly, we consolidated all climate resilience risks - the
impact of changes to the environment on our business model - under
this principal risk, where previously climate resilience risks were
assessed within each of the relevant principal risks. This change
also reflects the related governance and oversight processes.
As a result, we are reporting this as a new risk, have renamed
it "Environment and social sustainability" and given its increased
scope, have reset the associated gross, net and target risk
positions. Further information on our ongoing implementation of the
TCFD recommendations can also be found on page 17.
The net position of all other corporate risks remain unchanged
from last year.
Our Principal Risks
The most significant principal risks identified by the Board and
the associated mitigations are set out below. This year, we have
ordered them to first show those that have been included in the
risk modelling undertaken as part of the preparation of the
viability statement (see page 51). This reflects that these have
the potential to have the largest impact on the business and is
indicated with the following symbol: *
The other principal risks are then set out in no priority
order.
We have also more clearly drawn out the link between each
principal risk and the group's key performance indicators (see page
30) and continue to highlight the link with the strategy of the
business.
The net risk movement from the prior year for each principal
risk and uncertainty has been assessed.
Mitigations in place, supporting the management of the risk to a
net risk position, are also described for each principal risk.
Ukraine
We continue to monitor the situation in Ukraine and the associated
impacts this may cause across our principal risks, with regard
to our customers, our colleagues and our supply chain.
Business continuity, operational resilience and major incident
response*
Risk
A major incident or catastrophic event could affect the business
or its individual brands' ability to trade. Sainsbury's exposure
to operational resilience and major incident risks may be
greater because of operational complexities and some ageing
systems.
COVID-19 continued to impact the business throughout the year.
For example, increased costs of global supply chains, the
availability of colleagues both within Sainsbury's and our
suppliers and differing responses across the devolved nations.
These disruptions are actively managed either through day-to-day
ways of working or if needed, through the Incident Response
Team.
Direct oversight
Group Operational Resilience Committee
Link to strategy
* Food First
* Brands that Deliver
* Save to Invest
* Connected to Customers
* Plan for Better
Link to key performance indicators
N/A
Movement
No change
Mitigations
- The Group Operational Resilience Committee (GORC) meets
quarterly, chaired by the CFO, with support from the Company
Secretary and Chief Information Officer. The GORC sets the
operational resilience strategy for the business and monitors
progress against this
- The Operational Resilience Committee, which includes representatives
from functions across Sainsbury's, including the Bank, meets
regularly to implement the operational resilience policy and
strategy
- Business-wide resilience exercises are undertaken to imitate
real life business continuity scenarios and test our ability
to respond effectively. This includes testing our emergency
call cascade. Actions in response to lessons learnt are agreed
- Key business processes are assessed for operational resilience
against a set of minimum standards and contingency measures
regularly tested. Remote working solutions have reduced the
risk of loss of a key site
Crisis management
- In the event of any unplanned or unforeseen events, the
Incident Response Team (IRT) is convened to manage the response
and any associated risk to the business
- The IRT Chair reports to the Operating Board, which provides
strategic direction and decision making across financial,
operational and regulatory matters, considering all stakeholders
- The IRT was convened at various times through the year including
to respond to the high demand for fuel, the impact of the
Omicron variant on business operations, Storm Eunice and to
co-ordinate contingency measures with supplier challenges
Business strategy and change*
RISK DEEP DIVE
Risk
The strategy requires significant, concurrent change activities
to be delivered in the right sequence and at pace to drive
business value. Key risks associated with this include an
inability to prioritise resources to deliver competing change
activities and/or not having the right skills, capabilities
and culture in place to deliver and embed the required changes/within
required timescales.
Direct oversight
Business Performance Review, Operating Board
Link to strategy
* Food First
* Brands that Deliver
* Save to Invest
* Connected to Customers
* Plan for Better
Link to key performance indicators
All metrics, associated with our objective of delivering for
customers and driving stronger financial results
Movement
No change
Mitigations
- Our business strategy, as set out in this Strategic Report,
is focussed on the following priorities:
- Food First
- Brands that Deliver
- Save to Invest
- Connected to Customers
- Plan for Better
- We have created the new role of Chief Transformation Officer
to drive end to end transformation. This will mean we can
bring together all of the key elements of transformation across
the business and ensure that we deliver on our Save to Invest
priority, making the business simpler and more efficient,
while reducing costs to support our plans to Win in Food and
create Brands that Deliver
- The Operating Board has regular sessions to discuss strategy,
supported by a dedicated Strategy team. The Operating Board
engages with a wide range of stakeholders - including shareholders,
colleagues, customers and suppliers - to ensure our strategy
remains relevant. Reflecting this, one of our strategic priorities,
Net Zero 2040, was broadened this year to set out our sustainability
goals across three critical areas. See page 13 for more detail
on Plan for Better.
- To ensure focus is maintained on delivering the strategic
priorities of the business, new transformational change projects
are approved by the Business Performance Review (BPR) forum,
once they have been through robust challenge on expected costs
and benefits, proposed timeframes for achieving the benefits
and risks associated with their delivery. The BPR also monitors
and reviews the "in year" implementation of the plans to meet
budget targets
- This year, to further develop the culture required to deliver
our strategy, we launched our Valued Behaviours - Own It,
Make It Better and Be Human. These Valued Behaviours were
communicated widely across our business and they have been
embedded in all our development materials, performance management
and recruitment processes
Customer*
Risk
Our business includes Sainsbury's, Argos, Habitat, Tu clothing,
Nectar and Sainsbury's Bank. The business, across all brands,
must continue to evolve to meet customer needs and maintain
customer loyalty.
A failure to align with, and respond to changes in customer
sentiment, behaviours, expectations and circumstances, exacerbated
by changes in customer behaviours as the COVID-19 pandemic
continues to evolve, will impact our ability to retain existing
and attract new customers.
Direct oversight
Operating Board and Sainsbury's Bank Management Board; Customer,
Commercial and Channels Forum
Link to strategy
* Food First
* Brands that Deliver
* Connected to Customers
Link to key performance indicators
Customer satisfaction
Movement
No change
Mitigations
- The Customer, Commercial and Channels Forum, chaired by
the Chief Marketing Officer, is responsible for ensuring the
customer is at the heart of our decision making
- Customer trends, attitudes and behaviours are continually
monitored over time through their response to our propositions
and feedback, as well as reviewing future customer and macro
trends on a quarterly basis, to help set our future direction
- We continue to invest in digitising the Nectar Loyalty scheme
which provides us with a rich source of customer data and
insight that is reviewed and embedded right across our business
- We continued to focus on value, quality, and convenience,
reflecting both what our existing customers want and what
will attract new customers
- In terms of value and quality, we delivered the Sainsbury's
Quality, Aldi Price Match campaign throughout the year, refreshing
it regularly to respond to customer feedback, launched 1,950
new products and introduced Nectar Prices, providing personalised
pricing for customers
- In terms of convenience, we continue to monitor and flex
our ways of working to meet customer demand for how they want
to shop, particularly as the COVID-19 pandemic continues to
evolve. As well as our traditional channels, we have invested
in our contactless channels such as SmartShop, Click & Collect
and Groceries Online. In particular, SmartShop Mobile Pay
has now also been rolled out to nearly all convenience stores
- We continue to innovate and trialled our first SmartShop
Pick & Go store during the year to gain customer feedback
Data security*
RISK DEEP DIVE
Risk
It is essential that the security of customer, colleague and
company confidential data be maintained. A major breach of
information security could have a significant negative financial
and reputational impact on the business. The risk landscape
is increasingly challenging with deliberate acts of cybercrime
on the rise, targeting all markets and heightening the risk
exposure to broader business disruption as well as to data
breaches.
Direct oversight
Data Governance Committee
Link to strategy
* Connected to Customers
Link to key performance indicators
N/A
Movement
No change
Mitigations
- A Data Governance Committee (DGC) is in place to oversee
the management of colleague, customer and commercial data,
information security and associated awareness and training.
Metrics to measure alignment to risk appetite are discussed
in each meeting of the DGC
- The Data Governance and Information Security function, with
the support of colleagues in the Technology division, continue
to develop information security strategies and to build the
necessary capability to respond to the increasing number and
sophistication of attacks, alongside focusing on improving
how we handle data and protect systems across the organisation
- A suite of information security policies are in place, which
focus on encryption, network security, access controls, system
security, data protection and information handling
- All colleagues are required to complete mandatory training
on how to keep our information safe. This is supplemented
by regular colleague awareness campaigns, focusing on specific
aspects of data and information security, for example e-mail
phishing exercises, with results reported to the DGC
- Reviews of key third parties who hold sensitive customer
or colleague data continue to take place and progress is monitored
by the DGC
- A risk based security testing approach across IT infrastructure
and systems is in place to identify and address vulnerabilities
and allow us to adapt and improve our defences
Financial and treasury*
RISK DEEP DIVE
Risk
The main financial risk relates to availability of short and
long-term funding to meet business needs and fluctuations
in interest, commodity and foreign currency rates.
Direct oversight
The Board of J Sainsbury plc
Link to strategy
* Food First
* Brands that Deliver
* Save to Invest
* Connected to Customers
* Plan for Better
Link to key performance indicators
Retail free cashflow: GBP500m+ pa average
Movement
No change
Mitigations
- Treasury policies, approved by the plc Board, are in place
to address liquidity, refinancing, financial markets and counterparty
credit risks. In addition, the business funding strategy is
approved annually by the plc Board
- The Treasury function is responsible for managing liquid
resources, funding requirements, commodity, interest rate
and currency exposures as set out in line with the Treasury
policy and overseen by the Treasury Committee
- The Audit Committee reviews and approves the viability and
going concern statements on an annual and half-yearly basis
respectively
- The Treasury function has clear operating procedures and
adherence to these is regularly reviewed and audited
- A long-term funding plan is developed as part of the annual
corporate plan process, which includes an assessment of short
and long-term core funding requirements and contingent funding
requirements
- A short-term funding plan is formalised as part of the annual
budget process, which includes an assessment of the core and
contingent funding requirements for the following year and
the market conditions for each of the debt markets accessible
to the business
- There is a long-term funding framework in place for the
pension deficit and there is ongoing communication and engagement
with the Pension Trustees
- Detailed cashflow forecasts are produced by the Finance
and Treasury functions. Finance commercial reviews are also
held each period, chaired by the CFO, with relevant actions
and mitigations agreed
- Financial and Treasury risks in respect of Sainsbury's Bank
are detailed separately
Health and safety*
RISK DEEP DIVE
Risk
Prevention of injury or loss of life for both colleagues and
customers is of utmost importance and is paramount to maintaining
the confidence our customers have in our business.
In the last year, the impact of COVID-19 has continued to
affect the health and safety of our customers and colleagues.
This was and continues to be actively managed, although many
of our mitigations are now part of day-to-day ways of working.
Direct oversight
Group Safety Committee
Link to strategy
* Connected to Customers
Link to key performance indicators
N/A
Movement
No change
Mitigations
- The Group Safety Committee (GSC) met four times during the
year, receiving detailed reports on a wide range of topics
including COVID management and control, growth of online operations,
building fabric review and safety training. The GSC were also
supported by additional working groups to manage the ever-changing
risks associated with COVID-19
- In particular, the Customer Journey Team ensured COVID-19
mitigations throughout Sainsbury's were proportionate and
aligned with legislation
- The Operating Board receives quarterly reports on safety,
including an annual deep dive facilitated by the Head of Group
Safety, who also provided an annual safety update to the plc
Board
- Clear policies and procedures are in place detailing the
controls required to manage health and safety across the business,
aligned to Assured Primary Authority advice, to comply with
all applicable regulations. These cover the end-to-end operations,
including the auditing and vetting of construction contractors
and the health and safety processes in place in our depots,
stores, offices and for home working colleagues
- Process compliance is supported through oversight from our
Primary Authority, internal training programmes and management
monitoring, all which align to both health and safety laws
and our internal policies. We invested in technology solutions
to direct and monitor process completion, with oversight provided
by field teams in both Safety and Internal Audit
- The new Group Head of Health, Safety and Insurance was appointed
in June 2021 and completed a full review of the Safety team
and processes. As a result, new measures of success were defined.
Key areas include a renewed focus on reducing harm and its
associated costs by removing unnecessary complexity and enhancing
the use of data to prioritise the team's work
Political and regulatory environment*
Risk
There is a trend of increasing regulation, together with enforcement
action, across all areas of our business. This increases the
risk of non-compliance, adds additional cost as we respond
to the regulations and drives complexity into our business
processes.
Direct oversight
Operating Board
Link to strategy
* Food First
* Brands that Deliver
* Save to Invest
* Connected to Customers
* Plan for Better
Link to key performance indicators
N/A
Movement
No change
Mitigations
- We complete a bi-annual risk assessment to review key regulatory
risks, which functions are impacted and at a high level, how
they are managed
- Accountability and responsibilities for key regulatory risks
are confirmed as part of this. Our key regulatory risks include
Competition Law, GDPR, GSCOP and Anti-Bribery and Corruption.
A high-level of assessment of the key elements of a compliance
framework for each of these key risks is completed and the
results are shared with the Operating Board
- Mandatory training is in place for the key regulatory areas,
including data governance, anti-bribery and corruption, competition
law and GSCOP
- In terms of emerging regulatory risk, we liaise with external
parties and our internal stakeholders to monitor changes to
existing regulations that would impact the business, so that
we can respond appropriately. Areas of focus remain the same
as the previous year and include:
* the impact of complying with the post-Brexit
regulatory and enforcement regime, including what it
means to be trading under both UK and EU regulations
in Ireland and the implications of any changes to the
NI Protocol
* responding to proposed new rules associated with high
fat, sugar and salt products, plastic, packaging and
food waste
* anticipating and responding to emerging areas of
regulatory focus on environment and climate change,
and associated reporting requirements
- As a responsible business, we proactively engage with Government,
devolved administrations, regulators and industry bodies in
the areas in which we operate, on public policy issues impacting
our customers and colleagues. Our engagement is transparent,
and we allow our responses to government consultations to
be made public
Product safety and sourcing *
Risk
Failure to manage safety and sourcing risks for both food
and non-food products leads to injury or loss of life, breach
of regulation and/or reputational damage.
Direct oversight
Group Safety Committee
Link to strategy
* Food First
* Brands that Deliver
* Save to Invest
* Connected to Customers
* Plan for Better
Link to key performance indicators
N/A
Movement
No change
Mitigations
- Clear policies and procedures are in place detailing the
controls required to manage product safety, product fraud
and ethical risks across the business and to comply with all
applicable regulations
- These cover the end-to-end operations, including safety
processes in place in our depots and stores and the quality
management controls in place to ensure product safety and
integrity
- During the year, Food Safety policies were refreshed and
simplified to ensure they were clear to colleagues and suppliers
- In addition, established supplier audit and product testing
programmes are in place to support rigorous monitoring of
supplier sites, product safety, traceability, integrity and
ethical issues, including modern slavery. Where on-site visits
are not allowed due to COVID-19 restrictions, remote audit
and assurance programmes are in place
- Product recall escalation procedures are in place to quickly
resolve issues for food and non-food product incidents
- Supplier terms, conditions and product specifications set
clear standards for product/raw material safety and quality
with which suppliers are expected to comply
- The Group Safety Committee receive regular reports on product
safety from the Director of Technical, Food, Head of Technical
& Ethical, GM&C and from the Group Head of Health, Safety
and Insurance on operational food safety risks. In addition,
the Corporate Responsibility & Sustainability Committee discussed
matters related to product sourcing risk, including supply
chain transparency, modern slavery and human trafficking
Sainsbury's Bank*
Risk
Sainsbury's Bank is exposed to a number of risks, including
those related to operational, regulatory, credit, capital,
funding, liquidity and market risks.
The COVID-19 pandemic means uncertainty around the economic
outlook will continue, particularly with regard to how the
path of inflation, interest rates and levels of unemployment
will evolve. This is actively managed through our normal economic
scenario modelling analyses and corresponding playbooks.
Direct oversight
The Boards of J Sainsbury plc and Sainsbury's Bank plc
Link to strategy
* Brands that Deliver
Link to key performance indicators
N/A
Movement
No change
Mitigations
- The Bank is managed through defined governance structures
that include the Board of Sainsbury's Bank plc, its Risk Committee
and Audit Committee. The Board of Sainsbury's Bank plc is
comprised of Executive Directors, independent Non-Executive
Directors and a J Sainsbury plc Executive Director
- The Bank has a defined risk appetite aligned to delivery
of strategic objectives and has implemented a risk management
framework that is overseen by its Risk Committee. This Committee
monitors the effectiveness of risk management activities against
strategic, operational, compliance and financial risks, and
is updated on, and discusses, emerging risk areas. In particular,
the Risk Committee reviews the results of stress testing including
the internal Liquidity and Capital Adequacy Assessments
- The actual management of risks is through an executive governance
structure, which manages the day-to-day operations of the
business. This includes the Sainsbury's Bank Management Board,
an Executive Risk Committee and an Asset and Liability Committee
- Oversight by J Sainsbury plc is provided through:
* Membership of the Board of Sainsbury's Bank plc - one
J Sainsbury plc Operating Board member is on the
Board of Sainsbury's Bank plc and provides updates to
the Board of J Sainsbury plc on Bank matters
* Updates on key matters arising from meetings of the
Risk Committee and Audit Committee are reported to
the J Sainsbury plc Audit Committee
* There are a number of reserved matters that require
Sainsbury's Bank plc to obtain permission from J
Sainsbury plc
Trading environment and competitive landscape*
Risk
We operate in a highly competitive market during a time of
economic uncertainty, primarily driven by the COVID-19 pandemic.
Whilst the UK has now left the European Union, uncertainties
around the final trading relationship with Northern Ireland
and UK border checks create additional complexities for our
business and our suppliers.
With the outlook set to remain broadly the same for the immediate
future, we need to respond appropriately to external market
conditions while maintaining clear focus on delivering our
strategic objectives.
We also need to be mindful of the ongoing risk of supplier
failure, either through insolvency or through an inability
to deliver products due to global supply chain challenges.
Direct oversight
Customer, Commercial and Channels Forum; Operating Board
Link to strategy
* Food First
* Brands that Deliver
* Save to Invest
Link to key performance indicators
Grocery market share performance
Movement
No change
Mitigations
- We have a wide, differentiated portfolio of brands, including
Sainsbury's, Argos, Habitat, Tu clothing, Nectar and Sainsbury's
Bank, which provides some inherent resilience to unforeseen
changes
- We continually monitor current market trends and price points
across competitors, and respond through actively managing
price positions, developing sales propositions and adjusting
promotional and marketing activity
- We put the customer at the heart of our decision making
to ensure we retain existing and attract new customers - see
the "Customer" principal risk for further details
- We are in regular contact with the government and other
external bodies to understand decision making in relation
to Northern Ireland so we, and our suppliers, can adapt our
ways of working as needed
- In terms of supplier continuity specifically, we maintain
regular, open dialogue with key suppliers concerning their
ability to trade and collaborate with them on solutions where
appropriate. This year, we subsumed the operations of one
key supplier into our business, to ensure continuity of supply
- Reflecting the impact of COVID-19 on global supply chains,
we have continued to work collaboratively with all our suppliers
this year to maintain availability of products for the customer.
Actions taken include onboarding alternate suppliers, rationalising
products and providing logistics support
Colleague engagement, retention and capability
Risk
The business employs over 171,000 colleagues who are critical
to the success of our business. Attracting talented colleagues,
investing in training and development and rewarding colleagues
fairly are all essential to the sustainability of our operations.
An inability to attract, motivate and retain talent, specific
skillsets and capability impacts our ability to deliver our
strategic objectives. The availability of skills in specific
areas is a key area of focus.
COVID-19 continues to affect our store, depot and office-based
colleagues. Many of our mitigations are now part of day-to-day
ways of working.
The challenging trading environment requires a focus on efficient
operations, which may include change initiatives that affect
colleagues, impacting trust or engagement.
Direct oversight
Operating Board
Link to strategy
* Food First
* Brands that Deliver
* Save to Invest
* Connected to Customers
* Plan for Better
Link to key performance indicators
Colleague engagement
Movement
No change
Mitigations
- Employment policies and remuneration and benefits packages
are regularly reviewed and are designed to be fair, consistent
and competitive. Our base rate of pay for Sainsbury's and
Argos store colleagues is GBP10 an hour nationally, ahead
of the Living Wage, and GBP11.05 an hour in London, in line
with the London Living Wage. Over the course of the year,
we also made exceptional payments for areas with specific
skills shortages,
for example drivers
- We have processes in place to nurture talent and provide
fulfilling career opportunities. Formal processes are in place
to discuss performance and development, identify talent, actively
manage succession planning and enable colleagues to progress
into management roles
- We have invested in leadership immersion sessions focused
on our new valued behaviours, as well as ongoing behavioural
and leadership development, to build capability and support
a positive working culture
- We continue to take action to be an inclusive place to work.
We've set stretching gender, ethnically diverse and Black
representation targets for 2024, which form part of our leaders'
long-term incentives
- We continue to listen closely to colleagues to inform and
adapt our future plans and actions. Our annual colleague survey
was updated this year to ensure we are measuring the things
that matter most to our people and that support the culture
we seek to have
- In September 2021, we went live with our new hybrid ways
of working, giving colleagues greater flexibility to come
together in our offices, stores and depots for collaboration,
coaching or community purposes and work remotely the rest
of the time
- We design and run specific programmes to target hard to
recruit areas, presenting a wide range of opportunities for
colleagues from across our business, as well as attracting
new talent. We have introduced a new HGV driver apprenticeship
as well as an HGV driver academy
- We have upweighted our recruitment teams, to support hiring
in difficult and competitive markets, and embraced new ways
of attracting talent
Environment and social sustainability
RISK DEEP DIVE
Risk
Understanding and mitigating the impact of the climate on
our business operations, reducing our environmental impact
as well as using our size and scale as a business to have
a positive impact on society and our communities is a core
part of our strategy.
During the year, the Plan for Better strategic priority was
launched, putting our responsibilities towards our planet
and people at the core of our business.
Reflecting this, this risk was broadened from focussing on
our Net Zero commitments, to include consideration of environmental
and social sustainability risks and the impact of climate
change on our business operations; the latter was previously
considered within each relevant Principal Risk. As a result,
the gross, net and target positions of this risk were reset.
Direct oversight
Corporate Responsibility and Sustainability Committee, Plan
for Better Steering Committee
Link to strategy
* Plan for Better
Link to key performance indicators
Plan for Better commitment
Movement
New risk
Mitigations
- The Corporate Responsibility & Sustainability (CR&S) Committee
provides oversight of the Plan for Better strategy. The CR&S
Committee, Plan for Better Steering Committee and Audit Committee
review and approve our external reporting and provide oversight
of programme risks
- Our Plan for Better strategy, explained on page 13 of this
report, was launched this year and sets out our environmental
and social sustainability goals across our whole business,
outlining our priority areas of focus, our key commitments
and our progress against these. We have identified areas which
matter most to our stakeholders, have the greatest impact
on our business and which are aligned to the UN Sustainable
Development Goals, so that we can make the biggest difference
- Our Plan for Better strategy has three interlocking pillars:
Better for you, Better for the planet and Better for everyone
- The Plan for Better Steering Committee (Steering Committee)
met six times during the year and provided regular updates
to the CR&S Committee and to the Operating Board as required.
This Steering Committee oversees delivery of the Plan for
Better programme, supported by three working groups responsible
for driving and executing the strategy
- One of our key metrics to measure and report on Plan for
Better performance is our progress towards becoming Net Zero
across our own operations by 2035 and supply chain by 2050.
We will continue to monitor our progress in achieving our
targets, flexing our approach as needed. We also publicly
report on progress towards achieving our Net Zero targets,
as well as our other targets within Plan for Better twice
a year, to ensure transparency
- See page 17 for more information on our ongoing implementation
of the TCFD recommendations
DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial assets and liabilities by category
Set out below are the accounting classification of each class of
financial assets and liabilities as at 5 March 2022 and 6 March
2021.
Fair
Fair value
value through
Amortised through profit
cost OCI or loss Total
GBPm GBPm GBPm GBPm
------------------------------------- ---------- --------- --------- --------
Cash and cash equivalents 825 - - 825
Trade and other receivables 552 - - 552
Amounts due from Financial Services
customers and other banks 5,189 - - 5.189
Financial assets at FVOCI - 800 - 800
Trade and other payables (4,218) - - (4,218)
Borrowings (761) - - (761)
Amounts due to Financial Services
customers and banks (5,259) - - (5,259)
Derivative financial instruments - - 259 259
Lease liabilities (6,621) - - (6,621)
------------------------------------- ---------- --------- --------- --------
At 5 March 2022 (10,293) 800 259 (9,234)
------------------------------------- ---------- --------- --------- --------
Fair value
Fair value through
Amortised through profit
cost OCI or loss Total
Restated GBPm GBPm GBPm GBPm
------------------------------------- ---------- ----------- ----------- --------
Cash and cash equivalents 1,575 - - 1,575
Trade and other receivables 609 - - 609
Amounts due from Financial Services
customers 5,407 - - 5,407
Financial assets at FVOCI - 844 - 844
Trade and other payables (4,102) - - (4,102)
Borrowings (1,104) - - (1,104)
Amounts due to Financial Services
customers and banks (6,289) - - (6,289)
Derivative financial instruments - - (124) (124)
Lease liabilities (5,834) - - (5,834)
------------------------------------- ---------- ----------- ----------- --------
At 6 March 2021 (9,738) 844 (124) (9,018)
------------------------------------- ---------- ----------- ----------- --------
c) Fair value estimation
Set out below is a comparison of the carrying amount and the
fair value of financial instruments that are carried in the
financial statements at a value other than fair value. The fair
values of financial assets and liabilities are based on prices
available from the market on which the instruments are traded.
Where market values are not available, the fair values of financial
assets and liabilities have been calculated by discounting expected
future cash flows at prevailing interest rates. The fair values of
short-term deposits, trade receivables, other receivables,
overdrafts and payables and lease liabilities are assumed to
approximate to their book values.
Carrying Group
amount fair
GBPm value
GBPm
At 5 March 2022
Financial assets
Amounts due from Financial Services customers(1) 5,189 5,216
Financial liabilities
Loans due 2031 (575) (717)
Tier 2 capital due 2023 (179) (180)
Amounts due to Financial Services customers and
other banks (5,259) (5,260)
-------------------------------------------------- -------- --------
Carrying Group
amount fair
GBPm value
GBPm
------------------------------------------------------------ --------
At 6 March 2021
Financial assets
Amounts due from Financial Services customers(1) 5,407 5,418
Financial liabilities
Loans due 2031 (627) (761)
Bank loans due 2021 (199) (199)
Tier 2 capital due 2023 (179) (183)
Amounts due to Financial Services customers and
other banks (6,289) (6,298)
-------------------------------------------------- -------- --------
1 Included within a portfolio fair value hedging relationship
with GBP3,235 million (2021: GBP3,984 million) of interest rate
swaps.
The fair value of the financial assets has been calculated by
discounting cash flows at prevailing interest rates and is within
Level 2 of the fair value hierarchy (see below for fair value
hierarchy description). The fair value of financial liabilities
have been calculated by discounting cash flows at prevailing
interest rates and are within Level 2 of the fair value
hierarchy.
Fair value measurements recognised in the balance sheet
The following table provides an analysis of financial
instruments that are recognised at fair value, grouped into Levels
1 to 3 based on the degree to which the fair value is
observable:
- Level 1 fair value measurements are derived from quoted market
prices (unadjusted) in active markets for identical assets or
liabilities at the balance sheet date. This level includes listed
equity securities and debt instrument on public exchanges;
- Level 2 fair value measurements are derived from inputs other
than quoted prices included within Level 1 that are observable for
the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices). The fair value of financial
instruments is determined by discounting expected cash flows at
prevailing interest rates; and
- Level 3 fair value measurements are derived from valuation
techniques that include inputs for the asset or liability that are
not based on observable market data (unobservable inputs).
Level Level Level Total
1 2 3 GBPm
GBPm GBPm GBPm
--------------------------------------- ------- ------- ------ ------
At 5 March 2022
Financial instruments at fair value through other comprehensive
income
Other financial assets - 15 367 382
Investment securities 418 - - 418
Derivative financial assets - 111 180 291
Derivative financial liabilities - (32) - (32)
--------------------------------------- ------- ------- ------ ------
At 6 March 2021
Financial instruments at fair value through other comprehensive
income
Interest bearing financial assets - 1 - 1
Other financial assets - 15 291 306
Investment securities 537 - - 537
Derivative financial assets - 7 6 13
Derivative financial liabilities - (137) - (137)
--------------------------------------- ------- ------- ------ ------
Reconciliation of Level 3 fair value measurements of financial
assets and liabilities:
Financial
instruments Commodity
at FVTOCI derivatives Total
GBPm GBPm GBPm
------------------------------------------------ ------------- -------
At 7 March 2021 291 6 297
In cost of sales in the Group income
statement - 76 76
In other comprehensive income 76 98 174
-------------------------------------- -------- ------------- -------
At 5 March 2022 367 180 547
-------------------------------------- -------- ------------- -------
Financial
instruments Commodity
at FVTOCI derivatives Total
GBPm GBPm GBPm
----------------------------------------------- ------------- -------
At 8 March 2020 237 (3) 234
In finance cost in the Group income
statement - 9 9
In other comprehensive income 54 - 54
------------------------------------- -------- ------------- -------
At 6 March 2021 291 6 297
------------------------------------- -------- ------------- -------
The financial instruments at fair value through OCI relate to
the Group's beneficial interest in a property investment pool. The
net present value of the Group's interest in the various freehold
reversions owned by the property investment pool has been derived
by assuming a property growth rate of zero per cent per annum
(2021: zero per cent) and a discount rate of seven per cent (2021:
seven per cent) - see note 18. The sensitivity of this balance to
changes of one per cent in the assumed rate of property rental
growth and one per cent in the discount rate holding other
assumptions constant is shown below:
2021 Change
2022 Change in 2022 Change in discount
growth rate in discount 2021 Change rate
+/-1.0% rate +/-1.0% in growth +/-1.0%
GBPm GBPm rate +/-1.0%GBPm GBPm
---------------------------------- -------------- ------------------ -------------
Financial instruments
at fair value through
OCI 6/(6) (5)/5 9/(9) (6)/6
------------------------ -------- -------------- ------------------ -------------
The Group has entered into several long-term fixed price Power
Purchase agreements with independent producers. Included within
derivative financial assets is GBP180 million (2021: GBP6 million)
relating to these agreements. The Group has entered into a new
Power Purchase Agreement during the year, and this has been
designated as a cash flow hedge.
The Group values its Power Purchase agreements as the net
present value of the estimated future usage at the contracted fixed
price less the market implied forward energy price discounted at
the prevailing swap rate. The Group also makes an assumption
regarding expected energy output based on the historical
performance and the producer's estimate of expected electricity
output. The sensitivity of this balance to changes of 20 per cent
in the assumed rate of energy output and 20 per cent in the implied
forward energy prices holding other assumptions constant is shown
below:
Not in a hedge relationship 2022 Change 2021 2021 Change
2022 Change in electricity Change in electricity
in volume forward in volume forward
+/-20.0% price +/-20.0% +/-20.0% price +/-20.0%
GBPm GBPm GBPm GBPm
---------------------------------- ------------ ---------------- ----------- ----------------
Derivative financial instruments 23/(23) 16/(16) 1/(1) 7/(7)
---------------------------------- ------------ ---------------- ----------- ----------------
Designated in a cash 2022 Change 2021 Change
flow hedge relationship 2022 Change in electricity 2021 Change in electricity
in volume forward in volume forward
+/-20.0% price +/-20.0% +/-20.0% price +/-20.0%
GBPm GBPm GBPm GBPm
---------------------------------- ------------ ---------------- ------------ ----------------
Derivative financial instruments 32/(32) 20/(20) N/A N/A
---------------------------------- ------------ ---------------- ------------ ----------------
Related party transactions
a) Key management personnel
The key management personnel of the Group comprise members of
the J Sainsbury plc Board of Directors and the Operating Board. The
key management personnel compensation is as follows:
2022 2021
GBPm GBPm
----------------------------------- ------ ------
Short-term employee benefits 12 9
Post-employment employee benefits 1 1
Share-based payments 6 5
----------------------------------- ------ ------
19 15
----------------------------------- ------ ------
Three key management personnel had credit card balances with
Financial Services (2021: five). These arose in the normal course
of business and were immaterial to the Group and the individuals.
One key management personnel held saving deposit accounts with
Financial Services (2021: three). These balances arose in the
normal course of business and were immaterial to the Group and the
individuals.
b) Joint ventures and associates
Transactions with joint ventures and associates
For the 52 weeks to 5 March 2022, the Group entered into various
transactions with joint ventures and associates as set out below.
All transactions with joint ventures and associates are at
arm's-length.
2022 2021
GBPm GBPm
-------------------------------------- ------ ------
Dividends and distributions received 2 4
Rental expenses paid (8) (6)
-------------------------------------- ------ ------
Year-end balances arising from transactions with joint ventures
and associates
2022 2021
GBPm GBPm
---------------- ------ ------
Other payables (1) (2)
---------------- ------ ------
c) Retirement benefit obligations
As discussed in note 37, the Group has entered into an
arrangement with the Pension Scheme Trustee as part of the funding
plan for the actuarial deficit in the Scheme. Full details of this
arrangement are set out in note 37 to these financial
statements.
S tatement of Directors' responsibilities
The Directors are responsible for preparing the Annual Report
and Financial Statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year that give a true and fair view
of the state of affairs of the Group and the Company as at the end
of the financial year, and of the profit or loss of the Group for
the financial year. Under that law, the Directors have prepared the
Group financial statements in accordance with UK-adopted
international accounting standards. The Directors have elected to
prepare the Parent Company financial statements in accordance with
United Kingdom Generally Accepted Accounting Practice, including
FRS 101 'Reduced Disclosure Framework' (UK Accounting Standards and
applicable law). 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 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 UK-adopted international accounting standards
have been followed, subject to any material departures disclosed
and explained in the Group and Company financial statements
respectively; and
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the
Company will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group's and the
Company's transactions and disclose with reasonable accuracy at any
time the financial position of the Company and the Group and enable
them to ensure that the financial statements and the Directors'
Remuneration Report comply with the Companies Act 2006 and, as
regards the Group financial statements, Article 4 of the IAS
Regulation. They are also responsible for safeguarding the assets
of the Company and the Group and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
Having taken all the matters considered by the Board and brought to
the attention of the Board during the year into account, we are
satisfied that the Annual Report and Financial Statements, taken as
a whole, is fair, balanced and understandable.
The Board believes that the disclosures set out in this Annual
Report provide the information necessary for shareholders to assess
the Group's performance, business model and strategy.
The Directors are responsible for the maintenance and integrity
of the Company's website. Legislation in the United Kingdom
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 54 to 57, confirms that, to the best of their knowledge:
- the financial statements, which have been prepared in
accordance with the relevant financial reporting framework give a
true and fair view of the assets, liabilities, financial position
and profit of the Group and Company; and
- the Strategic Report and Directors' Report contained in the
Annual Report and Financial Statements include a fair review of the
development and performance of the business and the position of the
Group, together with a description of the emerging and principal
risks and uncertainties that it faces; and
- the Annual Report and Financial Statements, taken as a whole,
are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Group's position and
performance, business model and strategy.
By order of the Board
Tim Fallowfield OBE
Company Secretary and Corporate Services Director
27 April 2022
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END
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