TIDMBME

RNS Number : 5303R

B&M European Value Retail S.A.

01 July 2020

1 July 2020

B&M European Value Retail S.A.

(the "Company")

Annual Report & Accounts 2020 and Notice of Annual General Meeting

B&M European Value Retail S.A. (the "Company"), the UK's leading variety goods value retailer, announces that it has posted to shareholders today the Company's Annual Report and Financial Statements for the year ended March 2020 and the Notice of Annual General Meeting of the Company. The Annual General Meeting will be held at 9, Allée Scheffer, L-2520 Luxembourg, Luxembourg, Grand-Duchy of Luxembourg on Friday 18 September 2020 at 12:00 noon (CET).

In accordance with Listing Rule 9.6.1R, copies of the following documents have been submitted to the National Storage Mechanism and will be available shortly for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and c opies of them are also available on the Company's website in the investors section on the following page www.bandmretail.com/investors/agm.aspx

-- A nnual Report and & Accounts 2020;

-- Notice of Annual General Meeting 2020;

-- Proxy Form; and

-- Form of Direction.

In accordance with Disclosure and Transparency Rule 6.3.5R (DTR 6.3.5R) and the requirements which it imposes on how to make public annual financial reports, the following information in Appendix 1 to this announcement is extracted from the Annual Report & Accounts 2020 and should be read in conjunction with the Company's preliminary results announcement for the year ended 28 March 2020 which was issued on 11 June 2020 and contained the Company's preliminary consolidated financial statements, information on important events that have occurred during the financial year and their impact on the financial statements, details of related party transactions and the statement of directors' responsibilities. That information (a copy of which is available on the Company's website at www.bandmretail.com ) together with the information set out in Appendix 1 below, constitutes the material required by DTR 6.3.5R to be communicated to the media in unedited full text through a Regulatory Information Service. This announcement is not a substitute for reading the Annual Report & Accounts 2020 in its entirety. Page references in the text below refer to page numbers in the Annual Report & Accounts 2020.

Enquiries

B&M European Value Retail S.A.

For further information please contact +44 (0) 151 728 5400

Simon Arora, Chief Executive

Paul McDonald, Chief Financial Officer

investor.relations@bandmretail.com

Media

For media please contact +44 (0) 207 379 5151

Maitland

Daniel Yea

bmstores-maitland@maitland.co.uk

APPIX 1

The principal risks and uncertainties relating to the Company are as set out in pages 24 to 31 inclusive of the "Principal risks and uncertainties" section of the Annual Report & Accounts 2020.

The following is extracted in full and unedited text from the Annual Report & Accounts 2020 and is repeated here solely for the purpose of complying with DTR 6.3.5R.

PRINCIPAL RISKS AND UNCERTAINTIES

The following principal risks and uncertainties could have an impact on our business model and strategy. Mitigating steps aimed at managing and reducing those impacts are being employed by the Group as summarised below.

Risks and mitigations are reviewed as part of the oversight of the system of internal controls by the Audit & Risk Committee and reported on to the Board which takes overall responsibility for risk management.

The Internal Audit function of the Group considers current business risks and reports on the effectiveness of internal control procedures to the Audit & Risk Committee as part of its annual internal audit plan.

The Group's framework for managing its consideration of risk appetite forms part of the annual risk management cycle and is used to drive and inform actions undertaken in response to the principal risks identified by the Board. Within this framework, the Group's appetite for risk is defined with reference to the expectations of the Board for both commercial opportunity and internal control and it is used to inform the Group's annual internal audit plan.

 
 Category of risk   Tolerance 
  Strategic          Medium 
  Financial          Low to medium 
  Operational        Low 
  Compliance         Extremely low 
 

Risk management framework

Responsibility for identifying and evaluating new and emerging risks and mitigating actions lies with management. The Audit & Risk Committee, with the support of the Internal Audit department and the Group's General Counsel, is responsible for monitoring risks and mitigating actions and for reporting matters of concern to the Board.

The Board oversees the risk management of the Group. It evaluates the recommendations made by the Audit & Risk Committee and determines the framework of the type of controls and mitigating steps required to be implemented, in the context of how those risks could impact the overall objectives of the business.

Responsibility for the implementation of processes and controls in relation to the management of risk is delegated by the Board to the executive and operational senior management of the UK and French businesses.

The Internal Audit department reports to the Audit & Risk Committee at each meeting during the year on the progress of implementation by management of actions to mitigate risks.

Principal risks

Covid-19 was added as a new principal risk by the Board in 2019/20 in addition to those set out below. None of the principal risks included in the 2018/19 financial year have been removed.

An assessment is made by the Board of the likelihood or probability of a risk occurring and the impact of the risk after taking account of mitigating factors and controls. The assessment of that is set out in the heat map opposite.

The heat map indicates the Board's opinion of the likely degree of impact of each risk after taking into account the risk mitigations referred to in the principal risks table on pages 25 to 31.

Principal risks table

The table below describes (i) the main risk exposures identified by the Board in relation to our Group businesses, (ii) the mitigating factors which relate to how we manage each of the risk exposures, and (iii) the linkage between our business strategy and the relevant risk exposures. We also summarise (where relevant) key actions arising in the year in relation to how we have addressed certain aspects of those risks. We have also indicated where there were any changes in the profile of any of the risks, which reflects the Board's view of the current trend in relation those risks.

The risks set out in the table are not an exhaustive list. They represent the main risks to the Group in relation to the period under review and also currently, in the opinion of the Board

 
 Risk              Description           Strategic   Risk mitigations                                                  Change 
  number            & potential           Priority 
                    impact 
 1                 Prolonged             A                                                                               n/a 
                   social restrictions 
                   due to the 
                   coronavirus 
                   or any reoccurrence 
                   of it in 
                   the UK, France 
                   or China 
                   could impact 
                   consumer 
                   demand, supply 
                   chains, the 
                   ability of 
                   colleagues 
                   to work and 
                   our stores 
                   continuing 
                   to operate 
                   at expected 
                   levels of 
                   profitability. 
                   It could 
                   also affect 
                   the timing 
                   of new store 
                   openings 
                   in relation 
                   to completion 
                   of works 
                   by contractors. 
                                          B           *    The categories of goods which the B&M UK and Heron 
  Covid-19                                C                 Foods businesses sell are essential goods within the 
  (New risk)                              D                 UK Government guidelines except for a limited range 
                                                            of items (such as toys). 
 
 
                                                       *    Implementation of social distancing steps in 
                                                            accordance with UK Government guidance and other 
                                                            measures for colleagues and customers at stores and 
                                                            in our supply chain. 
 
 
                                                       *    Maintaining sufficient liquidity for our on-going 
                                                            operations. 
 
 
                                                       *    Maintaining (i) flexibility in our distribution 
                                                            function and with suppliers to cope with additional 
                                                            demand in relation to food and FMCG items, and (ii) 
                                                            controls of orders of lines where demand has slowed 
                                                            to protect against over-stocking in certain 
                                                            categories. 
 
 
                                                      Key Actions in 2019/20: 
                                                       *    From the early stages of the coronavirus restrictions 
                                                            taking effect in China, contingency plans were put in 
                                                            place by the B&M UK business to protect our supply 
                                                            chain (as referred to above under the key actions in 
                                                            relation to the Supply chain risk) without resulting 
                                                            in any material disruption to supplies, costs or 
                                                            prices, having mainly been offset by stock cover held 
                                                            in our UK distribution centres of c.12 weeks cover 
                                                            for general merchandise goods. 
 
 
                                                       *    From the early stages of the coronavirus restrictions 
                                                            taking effect in the UK, the B&M UK business 
                                                            increased the volume of orders of food and FMCG goods 
                                                            to keep pace with the initial spike in demand for 
                                                            those items in particular. We re-deployed colleagues 
                                                            in our warehouse estate to prioritise the picking of 
                                                            those goods to replenish stores as quickly as 
                                                            possible to meet customer requirements. 
 
 
                                                       *    Measures were taken to temporarily close 49 B&M UK 
                                                            smaller format town centre or precinct location 
                                                            stores and furlough colleagues, under the 
                                                            Government's Coronavirus Job Retention Scheme to 
                                                            protect jobs. Those stores represented c.3% and c.2% 
                                                            of revenue and store contribution EBITDA respectively 
                                                            in the financial year under review. We have since now 
                                                            re-opened these stores as the overall impacts on 
                                                            trading have begun to moderate. 
 
 
                                                       *    As our French business was required to close all of 
                                                            its 101 stores on 15 March 2020, we furloughed staff 
                                                            under the scheme in France in relation to stores, the 
                                                            warehouse and business support operations. The 
                                                            business has been operational again since 11 May 
                                                            2020, and all the stores have now re-opened. 
 
 
                                                       *    We have introduced flexible working arrangements for 
                                                            business support colleagues in relation to working 
                                                            hours and homeworking arrangements in our UK 
                                                            businesses. 
                  --------------------  ----------  ----------------------------------------------------------------  ------- 
     2             Imported              A 
      Supply       goods from                           *    We have an experienced sourcing team which is 
      chain        China represent                           responsible for maintaining an efficient and 
                   a significant                             effective supply chain. 
                   proportion 
                   of the Group's 
                   general merchandise                  *    A range of alternative supply sources are maintained 
                   products.                                 across the product categories and we are not 
                   Lead time                                 over-reliant on any one single supplier. 
                   delays in 
                   the supply 
                   chain could                          *    The Group has anti-bribery and corruption and 
                   result in                                 anti-modern slavery policies in place in relation to 
                   lower sales                               its supply chain. 
                   and potential 
                   loss of margin 
                   through higher                       *    A combination of individual buyers and sourcing agent 
                   markdowns.                                employees conduct supplier factory visits. 
                   Disruption 
                   to the supply 
                   chain arising                       Key Actions in 2019/20: 
                   from civil                           *    We have taken steps in relation to Brexit risks, 
                   unrest, natural                           impact assessments and actions (as referred to above 
                   disasters,                                in relation to that particular risk) to address 
                   diseases                                  impacts in particular on procurement and port 
                   and pandemics,                            clearance of goods. 
                   ethical trading 
                   issues or 
                   quality standards                    *    During the period that the coronavirus had the main 
                   failures                                  impact on factories and ports in China, contingency 
                   could impact                              plans were put in place to source supplies of 
                   our trading                               products from other countries and regions had that 
                   performance                               become necessary. This might impact on the price of 
                   and brand                                 products and logistics costs to an extent, but to 
                   reputation.                               offset impacts on prices and logistics costs we also 
                                                             sourced some UK branded general merchandise stock. 
                                                             Our stock cover of c.12 weeks on general merchandise 
                                                             imported goods resulted overall in very limited 
                                                             impacts arising and limited recourse only to our 
                                                             contingency plans. 
                  --------------------  ----------  ----------------------------------------------------------------  ------- 
     3                 The Group            A 
     Competition       operates              C          *    Continuous monitoring of competitor pricing and 
                       in highly             D               product offering. 
                       competitive 
                       retail markets 
                       in the UK                        *    Development of new product ranges within the product 
                       and France                            categories to identify new market opportunities and 
                       which could                           target new customers. 
                       materially 
                       impact the 
                       Group's                         Key Actions in 2019/20: 
                       profitability,                   *    We have continued to maintain our strict SKU count 
                       share price                           discipline within our ranges, enabling us to react 
                       and limit                             quickly to ever changing consumer tastes, trends and 
                       growth                                buying habits. 
                       opportunities. 
 
                                                        *    We commissioned a customer insight survey to measure 
                                                             our strengths and weaknesses against our competitors, 
                                                             to provide management with indicators of where we can 
                                                             improve our competitive edge relative to our peer 
                                                             group and other discount retailers. It is our 
                                                             intention to repeat that exercise or conduct similar 
                                                             testing each year so we can track progress against 
                                                             each of the indicators and outputs from those 
                                                             surveys. 
                  --------------------  ----------  ----------------------------------------------------------------  ------- 
     4                 A reduction          A 
     Economic          in consumer           B          *    We offer a range of products and price points for 
     environment       confidence            C               consumers which allows them to trade up and down. 
                       could impact          D 
                       upon customer 
                       spending                         *    We maintain a low cost business model that allows us 
                       and                                   to maintain our selling prices as low as possible. 
                       subsequently 
                       revenue and 
                       profitability,                   *    We have an effective forecasting process that enables 
                       as a result                           actions to be undertaken reflecting economic 
                       of the                                conditions. 
                       prevailing 
                       macroeconomic 
                       conditions                      Key Actions in 2019/20: 
                       in the markets                   *    In light of the uncertainty in relation to consumer 
                       in which                              confidence following Brexit, we have continued to 
                       we operate.                           ensure that we remain focused on only stocking the 
                                                             top best-selling lines across our ranges, and we have 
                                                             redoubled our efforts to ensure that our stores have 
                                                             all of our top 100 best-selling products ready on the 
                                                             shelves on a daily basis. 
                  --------------------  ----------  ----------------------------------------------------------------  ------- 
                       The Group            C 
   5                   is subject            D         *    We have a number of policies and codes, including a 
                       to a range                           code of conduct which incorporates an anti-bribery & 
   Regulation          of regulatory                        corruption policy, which outlines the mandatory 
   and                 and legislative                      requirements we apply to our business. Our codes and 
   compliance          requirements,                        policies are communicated to staff along with our 
                       including                            employee handbook which is made available to everyone 
                       those relating                       joining the business. 
                       the importation 
                       of goods, 
                       anti-bribery                    *    Management are responsible for liaising with the 
                       and corruption,                      Group's General Counsel (and external advisors where 
                       anti-modern                          required) to ensure that we identify and manage 
                       slavery,                             compliance with all applicable new legislation and 
                       anti-tax                             regulations which apply to us in Luxembourg, the UK 
                       avoidance                            and France. Changes in legal and regulatory matters 
                       & evasion,                           (including those arising from Brexit) are monitored 
                       health &                             closely on a regular basis by the Group's General 
                       safety,                              Counsel, who provides reports on new regulatory 
                       employment                           developments directly to the Board as well as its 
                       law, General                         Committees and Executive Management. The Internal 
                       Data Protection                      Audit function of the Group includes assurance 
                       Regulation                           testing and auditing of the Group's implementation of 
                       ("GDPR"),                            new areas of regulatory compliance. 
                       control of 
                       pollution 
                       and                             *    We have a whistleblowing procedure and policy which 
                       contamination                        allows colleagues to confidentially report any 
                       to the                               concerns or inappropriate behaviour within our 
                       environment,                         business. 
                       the Listing 
                       Rules, 
                       Transparency                    *    In relation to anti-modern slavery and other 
                       laws and                             standards relating to human rights within our supply 
                       regulations                          chain, the Buying teams in our business are charged 
                       and the                              with ensuring that every supplier is required to 
                       Groceries                            adhere to our Workplace Policy standards. 
                       Supply Code 
                       of Practice 
                       (the "Groceries                 *    The Company has a Group-wide GDPR policy. Our privacy 
                       Code"). The                          policies, processes in relation to data subject 
                       impact of                            rights requests, privacy notices given to all our 
                       failure to                           colleagues, and privacy notices for users of our 
                       comply with                          websites and subscribers to our on-line mailing lists 
                       laws and                             are reviewed to ensure they are GDPR compliant. 
                       regulations 
                       could lead 
                       to financial                    *    Our Groceries Code compliance programme includes 
                       penalties                            guidance and training for colleagues, monitoring of 
                       and significant                      compliance, reporting of potential non- compliance 
                       reputational                         issues, dispute resolution procedures and a Code 
                       damage.                              Compliance Officer who oversees compliance and the 
                                                            resolution of code related issues with suppliers in 
                                                            the event of escalation being necessary or required 
                                                            by a supplier. Oversight of our compliance with the 
                                                            Groceries Code is carried out by management and 
                                                            reviewed by the Audit & Risk Committee as a standing 
                                                            agenda item at each of the meetings of that committee 
                                                            throughout each year. 
 
 
                                                      Key Actions in 2019/20: 
                                                       *    We have refreshed our GDPR policies and training 
                                                            across our store network to reinforce the importance 
                                                            of the essentials principles to be followed in 
                                                            relation to GDPR (including CCTV matters) in relation 
                                                            to our shop floor colleagues. 
 
 
                                                       *    Our Groceries Code Compliance Officer, Group General 
                                                            Counsel, Internal Audit function and Chairman of our 
                                                            Audit & risk Committee have actively engaged during 
                                                            the year with the Groceries Code Adjudicator ("GCA") 
                                                            at individual meetings and also fairs and events held 
                                                            by the GCA with other retailers and suppliers. This 
                                                            has helped to develop a close and constructive 
                                                            working relationship and dialogue with the GCA as the 
                                                            oversight body in relation to compliance with the 
                                                            Groceries Code. 
 
 
                                                       *    In relation to the environment, emissions and 
                                                            sustainability our UK business has continued to 
                                                            invest in initiatives to reduce its carbon footprint 
                                                            with (i) continuing to invest in our c.215 Heavy 
                                                            Goods Vehicles which are all Euro VI emissions 
                                                            standard engine trucks, being the highest standard of 
                                                            fuel efficient engines for managing levels of 
                                                            emissions, and (ii) the addition of our Bedford 
                                                            warehouse for deliveries in the South of the UK, 
                                                            which will lead to significant reductions in miles 
                                                            travelled for deliveries to our stores in the South 
                                                            of England. 
                  --------------------  ----------  ----------------------------------------------------------------  ------- 
 6                     The UK's             A 
  European             planned exit                       *    We have a Brexit planning strategy which will 
  Union exit           from the                                continue to be monitored during the official 
                       European                                transitional period. Our planning included the 
                       Union has                               assessment of Brexit risks, impact assessments and 
                       several                                 mitigations in relation to trade & tariffs, port 
                       potential                               disruption, labour shortages and hedging 
                       impacts in                              arrangements. 
                       the areas 
                       of economic 
                       and regulatory                     *    There are a limited amount of products purchased by 
                       environment,                            our UK businesses directly from the EU. Those 
                       withholding                             products could also be sourced elsewhere, de-listed 
                       tax paid                                or in a worst case scenario the cost price may 
                       on internal                             increase for certain limited items as a result of 
                       dividends,                              tariffs being imposed. 
                       import of 
                       goods due 
                       to currency                        *    We have continued to keep in close contact with our 
                       exchange                                FMCG suppliers, and our household name branded FMCG 
                       volatility                              goods suppliers have confirmed they have Brexit plans 
                       and increased                           in place to maintain continuity of supply. 
                       import duties, 
                       availability 
                       & cost of                          *    The B&M UK business is an Authorised Economic 
                       labour, and                             Operator which affords it preferential treatment on 
                       potentially                             the importation of goods, and facilitates efficient 
                       other unknown                           clearance at the ports. 
                       impacts. 
                       Labour 
                       restrictions                       *    Our B&M UK business imports the majority of its 
                       in the UK                               general merchandise stock into the Port of Liverpool, 
                       could affect                            as opposed to Southern ports which are considered to 
                       our ability                             be more at a greater risk of being more heavily 
                       to recruit                              impacted. 
                       Distribution 
                       Centres 
                       Operatives                         *    Short-term exchange rate volatility is mitigated by 
                       and HGV Drivers                         our forward currency position. Any continued 
                       at budgeted                             volatility beyond that would affect the economic 
                       rates.                                  inflationary environment in the UK as a whole. 
 
 
                                                         Key Actions in 2019/20: 
                                                          *    The Audit & Risk Committee of the Board have 
                                                               continued to monitor Brexit impacts and mitigations 
                                                               with management. An Internal Audit assurance review 
                                                               was undertaken of the Brexit planning key assumptions 
                                                               and mitigations of management, which was reviewed by 
                                                               the Audit & Risk Committee and reported on to the 
                                                               Board. The results of that review indicated that 
                                                               management have a comprehensive set of mitigations in 
                                                               place to ensure the least disruption is incurred by 
                                                               the UK business from Brexit in relation to its supply 
                                                               chain, product availability import clearances and 
                                                               labour. 
 
 
                                                          *    In relation to the above risk mitigations, testing 
                                                               and assessments carried out in the year we do not 
                                                               consider the impacts of this risk to have materially 
                                                               changed in the period under review. We have not been 
                                                               significantly affected in relation to the 
                                                               availability of labour operatives for our 
                                                               distribution centres, or experienced any significant 
                                                               issues in relation to our supply chains. 
                  --------------------  ----------  ----------------------------------------------------------------  ------- 
 7                     Developing           C 
  International        our businesses                     *    We have significant international retail experience 
  expansion            in our new                              on our main Board. 
                       market 
                       territories 
                       is important                       *    The Group will continue to support the development of 
                       to the Group's                          the experienced senior leadership teams in France in 
                       strategic                               key operational areas. 
                       plans. 
                       Expanding 
                       into new                           *    We assess markets in which we may wish to operate or 
                       markets creates                         expand into, to ensure they are appropriate for value 
                       additional                              retailing and that product ranges are developed and 
                       challenges                              selected by local buying teams along with access to 
                       and risks                               leverage from the Group's supply chain. 
                       which could 
                       impact the 
                       overall                            *    Continuing to invest in both the infrastructure and 
                       performance                             technology of our French business. 
                       of the Group, 
                       its growth 
                       and                               Key Actions in 2019/20: 
                       profitability.                     *    A strategic review was undertaken in relation to our 
                                                               loss making Germany subsidiary, Jawoll. That was 
                                                               initiated in response to lower than expected sales 
                                                               and gross margin performance in the year, in addition 
                                                               to significant increases in warehouse and transport 
                                                               costs. As a result of the review the Group has sold 
                                                               the German business. While that has had some 
                                                               immediate financial impacts with write-off's of loan 
                                                               funding support which the Group had provided to 
                                                               Jawoll, as the business had proved to be unsuccessful 
                                                               under our ownership, it was in the best interests of 
                                                               the Group and all our stakeholders (including the 
                                                               colleagues working in that business) to have achieved 
                                                               a sale of the business as a going concern. 
 
 
                                                          *    A Distribution Director has been recruited to our 
                                                               French business, Babou. This will enable us to manage 
                                                               the succession from the pre-acquisition legacy 
                                                               management of the warehousing function, which had 
                                                               previously been run on an outsourced basis, to a 
                                                               directly managed warehouse function in Babou. 
                  --------------------  ----------  ----------------------------------------------------------------  ------- 
 8                     The loss             B 
  Warehouse            of one of             D         *    Forward plans have been implemented for additional 
  infrastructure       our warehousing                      warehousing capacity to support our new store opening 
                       facilities                           programme. The Group in the UK has six separate 
                       or failure                           warehousing locations (having added Bedford this year 
                       to maintain                          and closed an older warehouse in Blackpool). The 
                       and invest                           additional warehouse in Bedford, which mainly serves 
                       in our                               as a hub to support our expansion in the South of 
                       warehousing                          England, is now in the initial stages of operation. 
                       and transport 
                       infrastructure 
                       as the business                 *    The Group maintains adequate business interruption 
                       continues                            and increased cost of working insurance in the event 
                       to grow its                          of a loss of warehouse facilities. 
                       store 
                       portfolio, 
                       could                          Key Actions in 2019/20: 
                       materially                      *    Three of the major benefits of the Bedford 
                       impact                               Distribution Centre are: 
                       short/medium 
                       term trading 
                       and the                        (i) increasing capacity in 
                       profitability                  the South of England to service 
                       of the                         store expansion; (ii) enabling 
                       business.                      us to close a smaller older 
                                                      legacy warehouse in Blackpool 
                                                      with the main modern warehouses 
                                                      in Liverpool taking up that 
                                                      capacity; and (iii) over time 
                                                      leading to significant net 
                                                      reductions in miles travelled 
                                                      by our HGV fleet servicing 
                                                      deliveries to our stores in 
                                                      the South of the UK. 
                                                       *    Our state of the art Warehouse Management System is 
                                                            now live and rolled-out within all our main UK 
                                                            Distribution Centres. 
                  --------------------  ----------  ----------------------------------------------------------------  ------- 
 9                     The Group            D 
  IT systems,          is reliant                         *    All critical business systems have third party 
  cyber security       upon key                                maintenance contracts in place and those systems are 
  and business         IT systems,                             industry standard retail business systems. 
  continuity           and disruption 
                       to those 
                       would adversely                    *    IT investments and budgets are reviewed and approved 
                       affect business                         at Board level. 
                       operations 
                       including 
                       those at                           *    We have a disaster recovery strategy and plan in 
                       our warehouses                          place for all of our key systems. 
                       and stores. 
                       The potential 
                       impact of                          *    We have an on-going Payment Card Industry compliance 
                       a failure                               strategy. 
                       to protect 
                       and maintain 
                       our data                           *    IT security is monitored at Board level and includes 
                       and systems                             penetration testing and up-to-date security software. 
                       could lead 
                       to significant 
                       business                           *    Significant decisions for the business are made by 
                       disruption,                             the Group or operational boards with segregation of 
                       potential                               duties enforced on key business processes, such as 
                       prosecution                             the payables process, and a robust IT control 
                       and also                                environment is in place. 
                       reputational 
                       damage. This 
                       also applies                      Key Actions in 2019/20: 
                       to any failure                     *    We have commenced the roll-out of a card payment 
                       to protect                              encryption system with Worldpay which is expected to 
                       the Group's                             be fully implemented across all the B&M UK fascia 
                       IT systems                              stores by the end of June 2020. This will enhance our 
                       and data                                IT cyber security and PCI controls in relation to 
                       from viruses,                           processing card transactions. 
                       cyber invasive 
                       threats, 
                       corruption                         *    We monitor cyber security and have continued to 
                       or sabotage.                            update our software with leading providers which 
                                                               screen, detect and block viruses, malware and 
                                                               phishing. This has included the addition of Mimecast 
                                                               software to guard against suspicious emails and email 
                                                               viruses being imported into our systems. 
                  --------------------  ----------  ----------------------------------------------------------------  ------- 
 10                    The Group's          A 
  Credit               level of                           *    A treasury policy is in place to govern foreign 
  risk and             indebtedness                            exchange, interest rate exposure and surplus cash. 
  liquidity            and interest 
                       rate and 
                       currency                           *    Regular weekly cash flow forecasts are produced and 
                       rate volatility                         monitored. 
                       could impact 
                       the business 
                       and its growth                     *    Forward looking cash flow forecasts and covenant 
                       plans.                                  testing forecasts are prepared to ensure sufficient 
                                                               liquidity and covenant headroom exists. 
 
 
                                                         Key Actions in 2019/20: 
                                                          *    Hedging of foreign currency rate exposures with 
                                                               instruments in place to cover forward exchange 
                                                               movements have been maintained throughout the year in 
                                                               line with our treasury policy. 
                  --------------------  ----------  ----------------------------------------------------------------  ------- 
 11                    Escalation              A 
  Commodity            of costs                           *    Freight rates, energy and currency are forward 
  prices/cost          within the                              purchased to mitigate against volatility and to allow 
  inflation            supply chain                            the business to plan and maintain margins. 
                       arising from 
                       factors such 
                       as increases                       *    Wage increases are offset where possible by 
                       in raw material                         productivity improvements. 
                       and wage 
                       costs. 
                       Additionally,                      *    Forecasts and projections produced by the business 
                       increased                               include the expected impact of the national living 
                       fuel and                                wage and therefore the Board's strategic planning 
                       energy costs                            takes account of that. 
                       could impact 
                       upon 
                       distribution,                     Key Actions in 2019/20: 
                       logistics                          *    We have freight rate agreements in place with freight 
                       and store                               forwarders for 2020 with set prices for several 
                       overheads.                              months ahead. 
 
 
                                                          *    Energy purchases have also been agreed through an 
                                                               energy broker until September 2022. 
 
 
                                                          *    Productivity savings, including reducing the time 
                                                               spent by colleagues on administrative tasks in stores 
                                                         , 
                                                               have been achieved by the investment and roll-out of 
                                                               a digital technology based Workforce Management 
                                                               System. 
                  --------------------  ----------  ----------------------------------------------------------------  ------- 
 12                    The Group            D 
  Key management       is reliant                      *    Key senior and operational management are 
  reliance             on the high                          appropriately incentivised through bonus and share 
                       quality and                          option arrangements to retain talent. 
                       ethos of 
                       the executive 
                       team as well                    *    The composition of the executive team is kept under 
                       as strong                            constant review to ensure that it has the necessary 
                       management                           resources and skills to deliver the Group's plans. 
                       and operational 
                       teams. There 
                       is a risk                       *    The Nomination Committee develops succession plans 
                       that a lack                          for the Board of Directors and key senior operational 
                       of succession                        management resourcing positions. It also reviews the 
                       planning                             wider senior management resourcing needs of the 
                       for senior                           Group. 
                       colleagues 
                       could impact 
                       on the                         Key Actions in 2019/20: 
                       performance                     *    The Group has continued to strengthen the senior 
                       overall of                           management teams of its businesses. This has included 
                       the business.                        (i) the appointment of an International Finance 
                                                            Manager reporting directly to the CFO, to support our 
                                                            French business, (ii) the appointment of a HR 
                                                            Director reporting directly to the CEO, with 
                                                            strategic human resources responsibility in relation 
                                                            to each of our Group businesses. 
                  --------------------  ----------  ----------------------------------------------------------------  ------- 
 13                 The ability                B 
 Store expansion     to identify                       *    Our CEO actively monitors the availability of retail 
                     suitably                               space with the support of internal and external 
                     profitable                             property acquisition consultants. 
                     new store 
                     locations 
                     is key to                         *    The flexibility of the trading format allows us to 
                     delivering                             take advantage of a range of store sizes and 
                     our growth                             locations. 
                     plans. Failure 
                     to identify 
                     suitable                          *    Each new store opening is approved by the CEO 
                     locations                              ensuring that property risks are minimised and that 
                     in areas                               lease lengths are appropriate. 
                     targeted 
                     for new stores 
                     could impact                      *    Where new locations may impact on existing locations, 
                     upon store                             the cannibalisation effects are estimated and then 
                     expansion                              monitored and measured to ensure that there is an 
                     plans and                              overall benefit to the Group. 
                     reduce the 
                     rate of growth 
                     in the business.                 Key Actions in 2019/20: 
                                                       *    The B&M UK business has taken steps, where new store 
                                                            opening opportunities exist in current store 
                                                            locations, to replace older generation stores with 
                                                            better quality sites and premises. That mitigates the 
                                                            potential effects of cannibalisation and also 
                                                            improves the quality and performance of the estate in 
                                                            addition to new store openings in brand new locations 
                                                            for the business. 
                  --------------------  ----------  ----------------------------------------------------------------  ------- 
     14             Ineffective                A 
     Stock          controls                           *    We have a highly disciplined limited SKU count 
     management     over the                                throughout our product ranges and effective regular 
                    management                              markdowns on slow moving product lines. 
                    of stock 
                    could impact 
                    on the achievement                 *    Our non-seasonal initial stock orders do not exceed 
                    of our gross                            c. 14 weeks of forecast sales and action is 
                    margin objectives.                      undertaken after c. 4 weeks of trading to either 
                    Lack of product                         repeat the order, refresh the product design or 
                    availability                            discontinue the product line. 
                    or over-stocking 
                    could impact 
                    on working                         *    Consistent levels of stock cover by product category 
                    capital and                             are maintained through regular reviews of open-to-buy 
                    cash flows.                             process, supported by the disciplined SKU count. 
 
 
                                                      Key Actions in 2019/20: 
                                                       *    We have implemented further controls on open-to-buy 
                                                            processes in our French business with weekly stock 
                                                            cover procurement reporting and controls. 
                  --------------------  ----------  ----------------------------------------------------------------  ------- 
 

Link to strategy key

 
            A Delivering great value to our   C Developing our international business 
             customers 
            B Investing in new stores         D Investing in people and infrastructure 
 

Risk change key

 
 
                        ____ 
     Increased risk              No change       Decreased risk 
 

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END

ACSKBLBXBQLZBBD

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July 01, 2020 02:00 ET (06:00 GMT)

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