TIDMMSLH
RNS Number : 2492T
Marshalls PLC
24 March 2016
24 March 2016
Marshalls plc
Annual Report 2015 and Notice of 2016 Annual General Meeting
The Company announces that it has made available its full Annual
Report for the year ended 31 December 2015 on the Company's website
at www.marshalls.co.uk.
Copies of the documents listed below will be mailed to
shareholders on 7 April 2016:
1. Annual Report 2015
2. Notice of 2016 Annual General Meeting
3. Form of Proxy for the 2016 Annual General Meeting
Following mailing to shareholders, a copy of each of the above
documents will be submitted to the UK Listing Authority via the
National Storage Mechanism and will be available for inspection at
www.morningstar.co.uk/uk/NSM.
These documents will also be accessible via the Company's
website at www.marshalls.co.uk.
Reference is made to RNS announcement number 7570R published on
11 March 2016 (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 2015 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
and the 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 Article 4 of the IAS
Regulation, 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.
In preparing the Group Financial Statements, IAS 1 requires that
Directors:
-- properly select and apply accounting policies;
-- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
-- provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the entity's financial position and financial
performance; and
-- make an assessment of the Company's ability to continue as a going concern.
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, the financial 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's website. 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
34 and 35 of the Annual Report 2015 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 and
uncertainties 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 potentially significant nature are
included in the Group Risk Register. During 2015, the Risk Register
process has been independently reviewed by KPMG, in its capacity as
the Group's internal auditor, and a number of design improvements
have been incorporated. The conclusion of this review has been that
the process continues to be a robust mechanism for monitoring and
controlling the Group's principal risks.
The Group Risk Register is reviewed and updated at least every 6
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 aligned with the Group's strategic
objectives and each risk is 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 threats from cyber security, new technologies and business
models. Internal risks include investment in new products, new
business strategies and acquisitions. Environmental and
sustainability considerations are also taken into account.
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 Audit Committee.
Principal risks and uncertainties
The Directors have undertaken a robust, systematic assessment of
the Group's principal risks. These have been considered within the
timeframe of 3 years, which aligns with our Viability Statement
(page 23 of the Annual Report).
Nature of risk Potential impact Mitigating factors Change in risk in
the year
--------------------------- -------------------- ----------------------------- --------------------------
Macro-economic The lower activity The Group closely Economic risk has
and political levels could monitors trends and reduced as economic
The Group is dependent reduce sales lead indicators, and sector outlook
on the level of and production invests in market and growth rates
activity in its volumes and, research and is an have improved.
end markets. Accordingly, therefore, could active member of
it is susceptible have an adverse the CPA. There continues
to economic downturn effect on the The Group benefits to be growth potential
and the impact Group's financial from the diversity in certain focus
of Government policy. results. of its business and areas, eg. Rail,
The availability end markets. Water Management
of credit to the The Group focuses and Street Furniture
Group's customers on sales opportunities and forward indicators
is a key determinant and strategic growth in the core business
of economic activity. initiatives, together remain positive.
with quality, service
(MORE TO FOLLOW) Dow Jones Newswires
March 24, 2016 11:00 ET (15:00 GMT)
and its supply chain. The economic outlook
for the eurozone
continues to be
difficult, although
proactive development
of the product range
continues to be
positive.
--------------------------- -------------------- ----------------------------- --------------------------
Weather The lower activity The Group has a continuing Weather conditions
The Group is exposed levels could focus on new product are totally beyond
to the impact of reduce sales development, including the Group's control.
prolonged periods and production landscape water management.
of bad weather. volumes and, The Group is developing
therefore, could its internal flooring
have an adverse offer and developing
effect on the its International
Group's financial strategy in order
results. to diversify its
activities.
--------------------------- -------------------- ----------------------------- --------------------------
Customers The loss of The Group focuses Although the underlying
The UK business a significant on brand and new risk continues,
has a number of customer may product development, the effective management
key customers, give rise to quality and customer of key relationships
in particular the a significant service improvement. and the ongoing
national merchants. adverse effect The Group maintains diversification
This is partly on the Group's a national network of the business
as a result of financial results. of manufacturing are serving to mitigate
the consolidated and distribution the risk.
nature of this sites.
market. The Group undertakes
ongoing reviews of
trading policies
and relationships
and maintains constant
communication with
customers.
--------------------------- -------------------- ----------------------------- --------------------------
Competitor activity The increased The Group has unique The improved market
The Group has a competition selling points that outlook has increased
number of existing could reduce differentiate the demand (relative
competitors who volumes and Marshalls brand. to available supply)
compete on range, margins on manufactured The Group focuses and this has led
price, quality and traded products. on quality, service, to a reduction in
and service. reliability and ethical such competitive
Potential new low standards that differentiate pressure.
cost competitors Marshalls from competitor
may be attracted products. There is continuing
into the market The Group continues demand for imported
through increased to have the lowest natural stone products
demand for imported cost to market. although Marshalls'
natural stone products. The Group has a continuing brand development
focus on new product and product differentiation
development. continue to mitigate
the risk.
--------------------------- ------------------------- ------------------------------- -----------------------------
Threat from new The increased Good market intelligence. The ogoing diversification
technologies and competition Flexible business of the business
new business models could reduce strategy able to and the continued
volumes and embrace new technologies. development of the
Reduction in demand margins on traditional Significant focus Marshalls' brand
for traditional products. on research and development continue to mitigate
products. and new products. the risk.
Risk of new competitors Development of a
and new substitute digital strategy.
products appearing.
Failure to react
to market developments.
--------------------------- ------------------------- ------------------------------- -----------------------------
Cost and availability The increased The Group benefits Cost inflation remains
of raw materials costs could from the diversity a risk as demand
The Group is susceptible reduce margins of its business and for raw materials
to significant and may be further end markets. increases.
increases in the impacted in The Group focuses
price of raw materials, the event of on its supplier relationships, The improved market
utilities, fuel imbalances in flexible contracts outlook has increased
oil, haulage costs the mix of regional and the use of hedging demand (relative
and vehicle availability. activity. instruments. to available supply)
The Group utilises but the risk of
As demand increases, The risk of sales pricing and temporary shortages
the Group is potentially market demand purchasing policies has stabilised due
more exposed to exceeding raw designed to mitigate to proactive supply
the risk of temporary material supply the risks. chain management
raw material shortages. could lead to The Group uses specialist and the use of alternative
inefficient delivery vehicles. suppliers.
production,
which could
reduce margins.
--------------------------- ------------------------- ------------------------------- -----------------------------
IT Infrastructure Ineffective All IT system development The continued investment
Disruption to the procedures could projects are actively in and maintenance
IT environment lead to an adverse and carefully planned of IT systems across
could affect the effect on the with defined governance the Group gives
Group's ability Group's financial and control procedures. rise to good control
to conduct its results. Regular independent of this risk.
ongoing operations. 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.
--------------------------- ------------------------- ------------------------------- -----------------------------
(MORE TO FOLLOW) Dow Jones Newswires
March 24, 2016 11:00 ET (15:00 GMT)
Cyber security Risk of data Use of IT security Currently a high
risks loss - financial policies. profile area and
Inadequate controls and reputational Restructured IT department considerable focus
and procedures risk. to co-ordinate the is being given to
over the protection stewardship of cyber promoting awareness
of intellectual security risks. of IT security policies.
property, sensitive Sensitive data is Appropriate tools
employee information currently restricted and training procedures
and market- influencing to selected senior are in place to
data. and experienced employees protect sensitive
who are used to handling data when stored
such data. and transmitted
Where sensitive data between parties
is made available (eg. encryption
to third parties of hard drives,
it is done under restricted USB devices,
confidentiality agreements secure data transmission
with reputable suppliers. mechanisms and third
party security audits).
--------------------------- ------------------------- ------------------------------- -----------------------------
Environmental An incident The Group uses professional The Group is unable
The impact of the could lead to specialists covering to predict future
"Environmental disruption to carbon reduction, changes in environmental
Protocol" leads production and water management laws or policies
to the need for to financial and biodiversity. or the ultimate
increasingly expensive penalties as The Group focuses cost of compliance
processes. well as a potential on the implementation with such laws or
An environmental negative impact of ISO standards. policies.
contamination event on the Group's The Group and has
may lead to a prosecution reputation. a formal Group sustainability
and to reputational strategy focusing
loss. on impact reduction.
--------------------------- ------------------------- ------------------------------- -----------------------------
Corporate, legal An incident The Group employs The extension of
and regulatory could lead to compliance procedures, the Group's activities
The Group may be a disruption policies and independent into new international
adversely affected to the supply audit processes which markets causes this
by an unexpected of products seek to ensure that risk to continue,
reputational event, for customers local, national and notwithstanding
for example, in and to increased international regulatory the additional compliance
its ethical supply costs as well and compliance procedures procedures within
chain or due to as a potential are fully complied the supply chain.
a health and safety negative impact with.
incident. on the Group's Health and safety
reputation. and the potential
impact of the Bribery
Significant Act continue to
increases in be high profile
the penalty risk areas.
regime have
increased the
potential financial
impact of health
and safety incidents.
--------------------------- ------------------------- ------------------------------- -----------------------------
Access to funding Insufficient The Group has significant The improved economic
The Group continues access to funding committed facilities outlook and the
to require debt could limit in place with a good Group's reduced
funding in order the Group's spread of medium-term gearing have continued
to meet its trading ability to achieve maturities and significant to reduce this risk.
obligations and the desired headroom. There is also improved
to grow the business. levels of growth. The Group's policy liquidity and increased
continues to be to competition within
arrange funding ahead the banking sector.
of requirements and
to maintain sufficient
undrawn committed
bank facilities.
--------------------------- ------------------------- ------------------------------- -----------------------------
----------------------------------------------------
Cautionary statement and Directors' liability
The Annual Report 2015 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 this 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.
This 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 this Annual Report are based on information known to
the Group as at the date of this 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 18 May 2016 together with explanatory notes on the
resolutions to be proposed is contained in a circular to be sent to
shareholders on 7 April 2016.
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
ACSBSGDXBUDBGLS
(END) Dow Jones Newswires
March 24, 2016 11:00 ET (15:00 GMT)
Marshalls (LSE:MSLH)
Historical Stock Chart
From Mar 2024 to Apr 2024
Marshalls (LSE:MSLH)
Historical Stock Chart
From Apr 2023 to Apr 2024
