TIDMMSLH
RNS Number : 7834J
Marshalls PLC
09 April 2015
9 April 2015
Marshalls plc
Annual Report 2014 and Notice of 2015 Annual General Meeting
The Company announces that it has published its full Annual
Report for the year ended 31 December 2014 and Notice of 2015
Annual General Meeting which is to be held at 11.00am on Wednesday
20 May 2015 at The Cedar Court Hotel, Ainley Top, Huddersfield HD3
3RH.
Copies of the documents listed below have been posted to
shareholders:
1. Annual Report 2014
2. Notice of 2015 Annual General Meeting
3. Form of Proxy for the 2015 Annual General Meeting
A copy of each of these documents has also been submitted to the
UK Listing Authority via the National Storage Mechanism and is
available for inspection at www.morningstar.co.uk/uk/NSM.
These documents are also accessible via the Company's website at
www.marshalls.co.uk.
Reference is made to RNS announcement number 7004G published on
6 March 2015 (Final Results). In addition to the information in
that announcement, in accordance with DTR 6.3.5(2)(b), we also set
out below the following extracts from the Annual Report 2014 in
full text form:-
= Statement of Directors' Responsibilities;
= Principal Risks
-----------------------------------------------------------
Statement of Directors' Responsibilities in respect of the
Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual Report
andthe Group and Parent Company Financial Statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare Group and Parent
Company Financial Statements for each financial year. Under that
law they are required to prepare the Group Financial Statements in
accordance with IFRSs as adopted by the EU and applicable law, and
have elected to prepare the Parent Company Financial Statements in
accordance with UK Accounting Standards, including FRS 101 "Reduced
Disclosure Framework".
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 Parent Company and of
their profit or loss for that period. In preparing each of the
Group and Parent Company Financial Statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and estimates that are reasonable and prudent;
-- for the Group Financial Statements, state whether they have
been prepared in accordance with IFRSs as adopted by the EU;
-- for the Parent Company Financial Statements, state whether
applicable UK Accounting Standards have been followed, subject to
any material departures disclosed and explained in the Parent
Company Financial Statements; and
-- prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Group and the Parent
Company will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Parent
Company's transactions and disclose with reasonable accuracy, at
any time, thefinancial position of the Parent Company and enable
them to ensure that its Financial Statements comply with the
Companies Act 2006.
They have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Group and to
prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors' Report,
Directors' Remuneration Report and Corporate Governance Statement
that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company'swebsite. Legislation in the UK governing the preparation
and dissemination of financial statements may differ from
legislation
in other jurisdictions.
The Directors who held office at the date of approval of this
Directors' Report and whose names and functions are listed on pages
32 and 33 of the Annual Report 2014 confirm that, to the best of
each of their knowledge:
-- the 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 of the
Company and the undertakings included in the consolidation taken as
a whole; and
-- the Strategic Report contained in the Annual Report includes
a fair review of the development and performance of the business
and the position of the Company and the Group taken as a whole,
together with a description of the principal risks anduncertainties
that they face.
-- The Directors consider the Annual Report and Financial
Statements, taken as a whole, to be fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Group's position and performance,
business model and strategy.
----------------------------------------------------
Principal Risks
Process
There is a formal ongoing process to identify, assess and
analyse risks and those of a more material nature are included in
the Group Risk Register. The Group Risk Register is reviewed and
updated at least every six months and the overall process is the
subject of regular review. Risks are recorded with a full analysis
and risk owners are nominated who have authority and responsibility
for assessing and managing the risk. All risks are analysed for
impact and probability to determine exposure and impact to the
business and the determination of a "gross risk score" enables risk
exposure to be prioritised. External risks include the weather,
political and economic conditions, the effect of legislation or
other regulatory actions, the actions of competitors, foreign
exchange, raw material prices and pension funding. Internal risks
include investment in new products, new business strategies and
acquisitions.
The Group seeks to mitigate exposure to all forms of strategic,
financial and operational risk both external and internal. The
effectiveness of key mitigating controls is continually monitored
and such controls are subjected to internal audit and periodic
testing in order to provide independent verification where this is
deemed appropriate. The effectiveness and impact of key controls
are evaluated and this is used to determine a "net risk score" for
each risk. The process is used to develop action plans that are
used to manage, or respond to, the risks and these are monitored
and reviewed on a regular basis by the Group's Risk Committee.
Nature of risk Potential impact Mitigating factors Change
----------------------- ---------------------------- ------------------------------ -------------------------------
Macro-economic
and political The lower activity The Group closely Economic risk has
The Group is levels could reduce monitors trends and reduced as economic
dependent on sales and production lead indicators, invests and sector outlook
the level of volumes and therefore in market research and growth rates
activity in could have an adverse and is an active member have improved.
its UK and effect on the Group's of the CPA.
international financial results. The Group benefits Government expenditure
end markets. from the diversity is not likely to
Accordingly, of its business and be near the cyclical
it is susceptible end markets. low and there is
to economic The Group focuses not upside potential
downturn and on sales opportunities in certain focus
the impact and strategic growth areas, e.g. rail.
of Government initiatives, together
policy. with quality, service The economic outlook
and its supply chain. for the Eurozone
continues to be
difficult.
----------------------- ---------------------------- ------------------------------ -------------------------------
Weather
The Group is The lower activity The Group has a continuing Weather conditions
exposed to levels could reduce focus on new product are totally beyond
the impact sales and production development including the Group's control.
of prolonged volumes and therefore landscape water management. 2014 has been a
periods of could have an adverse The Group is developing relatively benign
bad weather. effect on the Group's its internal flooring weather year.
financial results. offer and developing
its International
strategy in order
to diversify its activities.
----------------------- ---------------------------- ------------------------------ -------------------------------
Customers
The UK business The loss of a significant The Group focuses The risk continues
has a number customer may give on brand and new product and is largely a
of key customers, rise to a significant development, quality consequence of the
in particular adverse effect and customer service way the market is
the national on the Group's improvement. structured.
merchants. financial results.
This is partly The Group maintains
as a result a national network
of the consolidated of manufacturing and
nature of the distribution sites.
market.
The Group undertakes
ongoing reviews of
trading policies and
relationships and
maintains constant
communication with
customers.
----------------------- ---------------------------- ------------------------------ -------------------------------
Competitor
activity The increased competition The Group has unique The improved market
The Group has could reduce volumes selling points that outlook has increased
a number of and margins on differentiate the demand (relative
existing competitors manufactured and Marshalls branded to available supply)
who compete traded products. offer. and this has led
on range, price, to a reduction in
quality and The Group focuses such competitive
service. on quality, service, pressure.
reliability and ethical
Potential new standards that differentiate Continuing demand
low cost competitors Marshalls from competitor for imported natural
may be attracted products. stone potentially
into the market serves to maintain
through increased The Group continues this risk.
demand for to have the lowest
imported natural cost to market.
stone products.
The Group has a continuing
focus on new product
development.
----------------------- ---------------------------- ------------------------------ -------------------------------
Cost and availability
of raw materials The increased costs The Group benefits Cost inflation remains
The Group is could reduce margins from the diversity a risk as demand
susceptible and may be further of its business and for raw materials
to significant impacted in the end markets. increases.
increases in event of imbalances
the price of in the mix of regional The Group focuses The improved market
raw materials, activity. on its supplier outlook has increased
utilities, relationships, demand (relative
fuel oil, haulage The risk of market flexible contracts to available supply)
costs and vehicle demand exceeding and the use of hedging and there is an
availability. raw material supply instruments. increased risk of
could lead to inefficient temporary shortages.
As demand increases, production which The Group utilises
the Group is could reduce margins. sales pricing and
potentially purchasing policies
more exposed designed to mitigate
to the risk the risks.
of temporary
raw material The Group has its
shortages. own fleet of specialist
delivery vehicles.
----------------------- ---------------------------- ------------------------------ -------------------------------
Pension
The Defined These risks could The defined benefit The risks surrounding
Benefit Pension increase pension section of the Pension the continuing funding
Scheme may scheme liabilities Scheme is closed to of the past service
be impacted or reduce assets, new members and future liability remain
by volatility putting pressure service accrual. unchanged as many
in financial on accounting notional of these are driven
markets and interest and therefore The Group uses liability by financial markets
the longevity downward pressure driven investments and factors outside
of members. on PBT and EPS. to hedge interest the Group's control.
This could also rate and inflation
result in the need risks.
for additional
cash contributions. De-risking strategies
continue to be pursued
and risk management
is a key control used
by the Trustee.
Professional advisers
are consulted to minimise
risk.
----------------------- ---------------------------- ------------------------------ -------------------------------
Environmental
An environmental An incident could The Group uses professional The Group is unable
contamination lead to disruption specialists covering to predict future
event may lead to production and carbon reduction, changes in environmental
to a prosecution to financial penalties water management and laws or policies
and to reputational as well as a potential biodiversity. or the ultimate
loss. negative impact cost of compliance
on the Group's The Group focuses with such laws or
reputation. on the implementation policies.
of ISO standards.
The Group has a formal
Group sustainability
strategy focusing
on impact reduction.
----------------------- ---------------------------- ------------------------------ -------------------------------
Corporate,
Legal and Regulatory An incident could Group employs compliance The extension of
The Group may lead to a disruption procedures, policies the Group's activities
be adversely to the supply of and independent audit into new international
affected by products for customers processes which seek markets causes this
an unexpected and to increased to ensure that local, risk to continue,
reputational costs as well as national and international notwithstanding
event, for a potential negative regulatory and compliance the additional compliance
example, in impact on the Group's procedures are fully procedures within
its ethical reputation. complied with. the supply chain.
supply chain.
----------------------- ---------------------------- ------------------------------ -------------------------------
Access to Funding
The Group continues Insufficient access The Group has significant The improved economic
to require to funding could committed facilities outlook and the
debt funding limit the Group's in place with a good Group's reduced
in order to ability to achieve spread of medium term gearing has served
meet its trading the desired levels maturities and significant to reduce this risk.
obligations of growth. headroom. There is also improved
and to grow liquidity and increased
the business. The Group's policy competition within
continues to be to the banking sector.
arrange funding ahead
of requirements and
to maintain sufficient
undrawn committed
bank facilities.
----------------------- ---------------------------- ------------------------------ -------------------------------
IT Infrastructure
Disruption Ineffective procedures All IT system development The continued investment
to the IT environment could lead to an projects are actively in and maintenance
could affect adverse effect and carefully planned of IT systems across
the Group's on the Group's with defined governance the Group gives
ability to financial results. and control procedures. rise to good control
conduct its To support and enable of this risk.
ongoing operations. future growth the
Group has upgraded
its IT systems to
ensure a common platform
across all business
units.
Regular independent
risk and project management
audits are undertaken.
The Group ensures
that industry standards
are adopted and disaster
recovery plans and
procedures exist and
are regularly tested.
----------------------- ---------------------------- ------------------------------ -------------------------------
----------------------------------------------------
Cautionary statement and Directors' liability
The Annual Report 2014 has been prepared for, and only for, the
members of the Company, as a body, and no other persons.
Neither the Company nor the Directors accept or assume any
liability to any person to whom the Annual Report is shown or into
whose hands it may come except to the extent that such liability
arises and may not be excluded under English law. Accordingly, any
liability to a person who has demonstrated reliance on any untrue
or misleading statement or omission shall be determined in
accordance with Section 90A of the Financial Services and Markets
Act 2000.
The Annual Report contains certain forward-looking statements
with respect to the Group's financial condition, results, strategy,
plans and objectives. These statements are not forecasts or
guarantees of future performance and involve risk and uncertainty
because they relate to events and depend upon circumstances that
will occur in the future.
There are a number of factors that could cause actual results or
developments to differ materially from those expressed, implied or
forecast by these forward looking statements. All forward-looking
statements in the Annual Report are based on information known to
the Group as at the date of the Annual Report and the Group has no
obligation publicly to update or revise any forward looking
statements, whether as a result of new information or future
events. Nothing in the Annual Report should be construed as a
profit
forecast.
Annual General Meeting
The Notice convening the Annual General Meeting to be held at
The Cedar Court Hotel, Ainley Top, Huddersfield HD3 3RH at 11.00 am
on Wednesday 20 May 2015 together with explanatory notes on the
resolutions to be proposed is contained in a circular sent to
shareholders with the Annual Report.
Enquiries:
C E Baxandall, Group Company Secretary, Marshalls plc
Tel: 01422 314777
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACSBUGDSRGGBGUC
Marshalls (LSE:MSLH)
Historical Stock Chart
From Feb 2024 to Mar 2024
Marshalls (LSE:MSLH)
Historical Stock Chart
From Mar 2023 to Mar 2024