Annual Financial Report

RNS Number : 5022A

Marks & Spencer Group PLC

02 June 2021

 

Marks and Spencer Group plc (the "Company")

Annual Report and Financial Statements 2021

In compliance with Listing Rule 9.6.1, the Company announces that the following documents have today been submitted to the UK Listing Authority, and will shortly be available for inspection via the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism:

· Annual Report and Financial Statements 2021;

· Notice of Annual General Meeting of the Company, which will be held at and broadcast from Waterside House, 35 North Wharf Road, London W2 1NW at 11am on Tuesday 6 July 2021; and

· Proxy form for the 2021 Annual General Meeting.

In accordance with DTR 6.3.5(3) the Annual Report and Financial Statements 2021 and the Notice of Annual General Meeting are accessible on corporate.marksandspencer.com/investors. 

A condensed set of Marks and Spencer Group plc financial statements and information on important events that have occurred during the year and their impact on the financial statements were included in the Company's preliminary results announcement on 26 May 2021. That information together with the information set out below which is extracted from the Annual Report and Financial Statements constitute the requirements of DTR 6.3.5 which is to be communicated via an RIS in unedited full text. This announcement is not a substitute for reading the full Annual Report and Financial Statements. Page and note references in the text below refer to page numbers in the Annual Report and Financial Statements 2021. To view the preliminary results announcement, visit the Company website: corporate.marksandspencer.com/investors.

For further information, please contact:

Group Secretariat: [phone]

Additional Information

Principal risks and uncertainties

Below are details of our principal risks and uncertainties and the mitigating activities in place to address them. It is recognised that the Group is exposed to risks wider than those listed. However, we have disclosed those we believe are likely to have the greatest impact on our business at this moment in time and those that have been the subject of debate at recent Board or Audit Committee meetings.

DESCRIPTION & CONTEXT	MITIGATING ACTIVITIES
TRADING PERFORMANCE RECOVERY Failure of our Food and/or Clothing & Home business to effectively and rapidly respond to the pressures of an increasingly competitive and changing retail environment, including recovery from the pandemic, would adversely impact customer experience, operational efficiency and business performance. -  M&S competes with a diverse range of retailers in an increasingly challenged sector faced with continued cost and pricing pressures, shifts in consumer behaviours and a broad range of macroeconomic uncertainties, all of which have been exacerbated by Covid-19. -  Responding with commercial agility as we emerge from the pandemic to deliver the right product ranges and style credentials from source to shelf, with clear pricing architecture and availability, has become more imperative. Our ability to predict and meet changing customer expectations and demand as conditions 'normalise' will impact our success in doing this. -  Underpinning our recovery is our programme of transformational improvements, delays to which could stem our recovery and negatively impact our performance. Oversight by Executive Committee	-  Strong senior leadership team capabilities in both Food and Clothing & Home through continued targeted recruitment. -  An established operating model consisting of a family of accountable businesses who share M&S brand values, support functions, technology and customer data. -  Managing Directors for each of these businesses with full accountability for their performance. -  Operating Reviews to enable executive oversight and effective governance of each business. -  Continued delivery and discipline around cost, range, value, prices and availability to broaden customer appeal. -  Expanded initiatives to make products available conveniently to customers through contactless home delivery and Scan & Shop. Key developments -  Our Never the Same Again programme clearly aligned with the strategy and objectives for each area of the business. -  Established an integrated online division, MS2, to turbocharge online growth for Clothing & Home, and introduced new brands. -  Relaunched "Remarksable" in Food to promote trusted value, and established our "Food Innovation Hub". -  Proactive management of excess stock resulting from he lockdowns. -  Expanded our International online business, with launch of new websites providing access to more markets. -  Evolved our Sparks programme to reach 10m users, with access to more customer data linked to driving commercial decisions and personalised relationships.
BUSINESS TRANSFORMATION A failure to execute our transformation and cultural change initiatives with pace, consistency and cross- business buy-in will impede our ability to improve operational efficiency, competitiveness, and to restore the business to sustainable profitable growth. Critical projects underpinning our transformation include: -  Continuing to evaluate our transformation programme in response to longer-term changes in customer behaviour, including those directed by the pandemic and Brexit. -  Reshaping, modernising and delivering a UK store estate that is fit for the future, with the right stores in the right spaces, improved integration between online and store experience as well as creating shopping facilities that drive omni-channel growth and meet the expectations of our target customers. -  Modernising our supply chain and logistics activities to improve speed, operational effectiveness and availability and to reduce costs. Supported by investment in legacy systems. -  Functionally led transformations relating to people, technology, and digital and data are key to supporting overall business change. Oversight by Executive Committee, Strategy and Transformation Office	-  Continued focus on our Never the Same Again approach to prioritise transformation delivery, balanced with robust cash management disciplines. -  Applying programme governance principles for all core projects with clear accountabilities and milestones in place. -  Maintained momentum to deliver supply chain capabilities and efficiencies across the Food and Clothing & Home businesses. Key developments -  Set up of our Strategy and Transformation Office to drive Group-level focus, consistency and challenge. -  Key online growth initiatives executed and planned through Ocado Retail and MS2. -  Reshaping the store estate strategy to direct accelerated transformation, including prioritised site redevelopments, delivery of more new format stores and planned closures. -  Continued development of the Vangarde Supply Chain Programme in Food, which is delivering improved availability.
BREXIT Failing to mitigate the continuing costs and friction arising from the complexities surrounding the border and further developments in the Trade and Cooperation Agreement ("TCA") may have a significant and long-term impact on our trading performance. As a result of the implications of the UK's exit from the European Union (EU), our EU businesses need to be reconfigured to manage new challenges. In addition, a number of uncertainties still remain following Brexit that are largely outside of our control and require continued monitoring and flexibility in our response. Key implications of these include: -  Permanent increases in cost base and time relating to the movement of goods across borders and compliance with the TCA (including the evolving requirements of the Northern Ireland Protocol and eventual end of the EU-GB grace period). -  Increased complexity and cost in effective markets, particularly the Republic of Ireland, Northern Ireland and France. -  Access to and availability of labour for our business and within the supply chain. -  Costs passed on from our suppliers as they set their post-Brexit policies. -  Viability of most-impacted suppliers and impact on product availability. Oversight by Brexit Steering Committee, the Board	-  A cross-business working party remains in place to coordinate post-Brexit activity, including scenario planning with financial and operational impact assessments as long-term implications are understood. -  Risk assessments undertaken by each of our businesses to enable them to plan and execute the operational changes needed to manage Brexit. -  Regular updates to the Board and Audit Committee outlining risks and actions being undertaken. -  Continued engagement with key government and industry bodies to represent M&S's views, including the UK Border Development Group, with access to the Department for Environment, Food & Rural Affairs, HM Revenue & Customs and the Food Standards Agency. Key developments -  Worked quickly to expand our understanding of the TCA and address immediate operational issues of product flow to our European markets. -  Continued to actively work with government and industry bodies to drive a simpler customs and exports process. -  Investigated tariff mitigation for the re-export of product, including working with HMRC to reduce the burden of tariffs, for example, Returned Goods Relief. -  Implemented a UK customs warehouse environment. -  Improved and automated activities linked to the customs process to reduce administration costs.
OCADO RETAIL A failure to effectively manage the strategic and operational relationship with Ocado Retail would significantly impact the achievement of our multi-channel food strategy and our ability to deliver shareholder value. -  The investment in Ocado Retail is part of our strategy for improving our online reach and capability. Since the launch in September 2020, we have seen growth in the online grocery market with an upward trajectory for the future that offers us the opportunity to strengthen our investment. -  There are two core aspects of our relationship with Ocado Retail that we are actively focusing on: · Developing our working relationship with Ocado Retail and evolving our ways of working to ensure alignment of our strategies in a way that supports innovation and growth. · Maintaining a seamless supply process to support customer fulfilment - existing and in line with future growth - and seeking opportunities to expand and refine product ranges. Oversight by Ocado Retail Board	-  M&S nominated directors are part of the Ocado Retail Board, with collective sign-off of business plans directing the growth of Ocado Retail. -  Established data and technology interfaces with Ocado Retail. -  Continued communication under lockdown with the Board, senior management and among the M&S-Ocado Retail operational teams. -  Continued operation of a dedicated M&S Ocado delivery team, supported by senior leadership, to coordinate sourcing, product development, product ranging, customer data and marketing. Key developments -  Completed transition of M&S products (Food and Clothing & Home) to the Ocado platform. -  Invested to expand capacity with the launch of a new customer fulfilment centre in March, and plans for two more this calendar year.
TALENT, CULTURE AND CAPABILITY Our inability to evolve the culture of our business as well as develop and retain the right talent and capabilities will influence our means to expand the business with agility and appropriate commercial acumen. This will also impede the execution of our transformation programme and impact our broader strategic objectives and performance. -  M&S is fortunate to employ a vast number of talented individuals and it is essential that we have the right processes in place to identify, develop and retain this talent for the future. -  Understanding the changing retail landscape is core to the strategic decisions we make on the skills and capabilities needed for our business. From driving a digitally focused mindset to managing change, our strategic choices and investment are focused on the knowledge and skills needed for the future. -  The challenge of effectively managing talent, performance and succession using systems that have become outdated could result in increased resource management and development costs. -  The need to effectively engage, motivate and connect with our colleagues across a multi-generational, diverse workforce is key to delivering productivity and supporting the transformation of our business while driving customer loyalty through a differentiated service proposition. -  The broader implications of Brexit on the availability of labour and key skills continue to be monitored. Oversight by Executive Committee	-  Continued investment in external hires to strengthen capability, improve quality and diversity of talent at all levels. -  Investment in internal talent to strengthen the leadership pipeline and develop our future leaders. -  Embedded quality new starter experience across all areas to allow effective onboarding, engagement and retention. -  Continued the project to update our HR systems. -  Business Involvement Group which is actively involved in colleague engagement and representation throughout the business, including Board meetings. -  Capitalising on the popularity of our M&S Alumni to engage, energise and re-attract great talent. Key developments -  Direct Executive Committee member ownership of HR matters. -  Progressed our plans for enhancing skills and capabilities through targeted talent, recruitment and development programmes. -  Launch of an updated performance management process. -  Total reward review completed with benchmarking of all pay and benefit components and transparency on fair pay, including gender, ethnicity, disability and age. Commenced implementing initiatives that reflect colleague expectations. -  Launch of a digital-specific apprenticeship programme driving digital literacy and capability building.
FOOD SAFETY AND INTEGRITY Failure to prevent or effectively respond to a food safety incident, or to maintain the integrity of our products, could impact business performance, customer confidence and our brand. -  Food safety and integrity remain vital for our business. We need to manage the potential risks to customer health and consumer confidence that face all food retailers. This includes considering how external pressures on the food industry and wider economic and environmental changes could impact the availability and integrity of our food, the ability to operate all routine controls, our reputation and shareholder value. -  Many of these external pressures, including inflationary costs, labour quality and availability, increased regulatory scrutiny and animal disease are heightened to a degree by the pandemic and our exit from the European Union. These are also largely outside our control but are nevertheless monitored and mitigated where possible. Oversight by Consumer Brand Protection Committee	-  Food Safety Policy and Standards, with clear accountability set at all levels. -  Defined Terms of Trade, manufacturing standards, specifications for "from farm to fork" and operating procedures. -  Risk-based store, supplier and warehouse audit programmes by an independent third party, including franchise operations. -  Qualified Food Technology team, with continuing professional development. -  Risk assessment process in place for new food initiatives. -  Quarterly internal review of our control framework. -  Established processes for the development and legal sign-off for product packaging. -  Food Industry Intelligence Network membership at Board and Executive Committee level. -  Live and tested crisis management plan for food incidents. Key developments -  Updated operating procedures in response to lockdown restrictions and for the new initiatives launched, e.g. home delivery channels in the UK and internationally. -  Remote audit and assurance programme launched for new and existing suppliers. -  Covid-19 tests for technologists to enable urgent site visits. -  Enhanced monitoring of quality and customer complaints. -  Additional reporting to the leadership team of Covid-19 implications on our supplier assurance programme.
LIQUIDITY AND FUNDING An inability to maintain short- and long-term funding to meet business needs or to effectively manage associated risks may influence our ability to transform at pace, as well as have an adverse impact on business viability. -  While we have continued to actively manage our cash, liquidity and debt position during the pandemic, resulting in a more positive out-turn than anticipated, our focus on this remains strong. -  Availability of, and access to, appropriate sources and levels of funding is important for the continued operation of business activity, as well as successful and timely delivery of our transformation. Our ability to repay debt and fund working capital, capital expenditures and other expenses depends on our operating performance, ability to generate cash and to refinance existing debt. -  Recoverability of our trading performance will influence our cash position as we emerge more fully from the pandemic. -  We also have pension fund commitments that require active management and monitoring. Oversight by Executive Committee, the Board	-  A £1.1bn undrawn, revolving credit facility in place until April 2023 and £674.4m of cash and cash equivalents. -  Measures implemented to manage cash and liquidity at the start of the pandemic continue to be maintained, including: · Increased scrutiny and challenge over expenditure such as discretionary and capital spend. · Dividend deferral. · Use of government support measures like the temporary furlough of colleagues, business rates holiday and deferral of tax payments. · Agreement to relax/waive covenant conditions for our revolving credit facility. -  Close monitoring and stress testing of projected cash and debt capacity, financial covenants and other rating metrics. -  Maintained counterparty credit risk and limits in line with our risk appetite and treasury policy. -  Continued dialogue with the market and rating agencies. -  Pension fund assets fully offset pension scheme liabilities. Key developments -  Implemented a robust three-year plan underpinned by financial processes linked to strategic priorities. -  Active debt management with the issue of a £300m bond and partial tender of the December 2021 bond maturity. -  Focus on working capital management to continue to improve cash flow and reduce reliance on bank facilities. -  Agreement received from the syndicate of lending banks to extend the relaxation of covenant measures on the revolving credit facility up to March 2022.
SOCIAL, ETHICAL AND ENVIRONMENTAL RESPONSIBILITY Increasingly our customers, colleagues and investors demand reassurance that we are managing ethical and environmental issues across our business, including supply chains. Our inability to uphold adequate oversight of, and respond to, our responsibility commitments may result in failing to meet their expectations. -  We continue to operate increasingly complex supply chains where changes in the external environment and challenging economic conditions, including the impact of Covid-19 across the globe, make ethical and social issues open to mismanagement and exploitation. We recognise that these could occur anywhere in our supply chain networks as well as our own operations. -  Setting and adhering to appropriate environmental, human rights, animal welfare and ethical standards and commitments is important in maintaining our reputation as a responsible company. Oversight by Executive Committee, ESG Committee	-  Established ethical audit programme, aligned with Sedex, including annual factory audits for manufacturers globally. -  Risk-based ethical assessment programme in Food across all suppliers maintained. -  Code of Conduct and Global Sourcing Principals in place, shared with third parties and included in legal agreements. -  Product and raw material standards outlining environmental considerations, such as deforestation. -  Clothing Quality Charter and Environmental and Chemical Policy in place for all suppliers. -  Modern slavery training rolled out across relevant teams. -  Human Rights & Modern Slavery Policy shared with International owned-business and franchise teams. -  Mandated use of the Sustainable Apparel Coalition's Higg Facility Environmental Module, that measures social and environmental impacts of factories. -  Live and tested capabilities and protocols to respond immediately to an incident. Key developments -  Group Plan A programme reset with clear accountabilities set for each area in our family of businesses to address environmental and ethical standards in products, packaging, greenhouse gas emissions and waste. -  ESG Committee established. -  Continued strengthening of our due diligence approaches with the roll out of a Worker Voice programme in the Food business and piloting of transparency initiatives within Clothing and Home. -  Modern Slavery Intelligence Network launched to alert M&S to issues in the Food supply chain. -  Minimum standards for responsibility set for Clothing and Home third-party brands.
TECHNOLOGY AND DIGITAL CAPABILITY A failure to simplify and improve our core technology, enhance our digital capabilities and reduce our dependency on legacy systems could limit our ability to keep pace with market competition and customer expectations, preventing successful transformation. -  The digital world continues to evolve at an unrelenting pace, influencing consumer expectations and behaviours, as well as placing increasing demands on our technology and ways of working. -  Data underpins everything we do and we remain focused on equipping colleagues with the right tools and capabilities to drive effective decision-making. -  A simplified operating model, applications and architecture will support us in continuing to deliver capability, flexibility and cost-efficiency improvements. -  Increasing the use of tools such as AI and machine learning is fundamental to providing insights and a differentiated service to our customers. Oversight by Executive Committee	-  An omni-channel technology strategy, supported by prioritised investment and aligned with Group and individual business strategies. -  Quarterly benefits tracking of key programmes in line with spend targets and value outcomes. -  Further investment in technology and digital innovation and capabilities to enhance both customer and colleague experience in store, like supporting the '10x' store plan. -  Improved IT infrastructure, including increased bandwidth. -  Continued the shift to cloud-based technology. -  Ongoing collaboration with our technology partners to drive our Digital First ambition, e.g. TCS and Microsoft. -  Ongoing focus on technology risk, assurance maturity and roll-out of a structured IT control methodology. Key developments -  New technology strategy and three-year investment plan that is aligned with business strategies and objectives. -  Increased adoption of our mobile app by existing and new customers providing access to valuable data. -  Successful launch of our BEAM Data Academy with digital learning programmes for all colleagues. -  Increased personalisation of our end-to-end digital customer experiences using in-house capability. -  Transforming our M&S Bank product and service offerings to create a digitally enabled shopping and payment experience for customers.
BUSINESS CONTINUITY AND RESILIENCE Failures or resilience issues at key business locations, such as at Castle Donington, our primary online Clothing & Home distribution centre, could result in significant business interruption. More broadly, an inability to effectively respond to global events, such as the pandemic or a supply chain disruption, would also significantly impact business performance. -  As our online business grows, the scale of risk to our sales and growth ambitions increases from a sustained period offline and an inability to fulfil online orders due to a major incident at our Castle Donington fulfilment centre. -  The loss of other locations, such as the dedicated warehouses that store beers, wines & spirits and frozen goods in the UK, or support facilities (like for IT), could also impact us. -  Our dependency on major suppliers, service providers and business partners means that significant incidents, long-term resilience issues and recoverability for these third parties would impact our own business. -  The risk stemming from the complexity and fragility of global supply chains continues to be emphasised by the pandemic - notably, the initial impact from China and in turn from key sourcing locations like Bangladesh and India where we have a high supply dependency. Oversight by Executive Committee, Crisis Management Team	-  A dedicated and experienced Business Continuity (BC) team with an established Group Crisis Management process that continued to operate throughout the pandemic. -  Maintained updated BC plans for key activities across our operations, including offices, warehouses and IT sites in response to changing government guidance. -  Group Incident Management procedures in place, including for critical third parties. -  Risk-based BC assessments for stores, sourcing offices and warehouses and validation of key supplier arrangements. -  Insurance to cover remediation and business interruption. -  Enhanced capabilities at Castle Donington to manage technology failure. -  Active engagement with the Retail BC Association and government-led forums. -  National Counter Terrorism Information exchange member. Key developments -  Expanded fulfilment capabilities through "buy online ship from store" (BOSS) and the use of other warehouses in our network to meet online growth. -  Continued supporting suppliers through disruptions caused by the pandemic and Brexit. -  Colleagues globally continued to work from home without the loss of any business-critical systems. -  BC dashboard launched to shift our governance programme to a live digital platform.
INFORMATION SECURITY Failure to adequately prevent or respond to a data breach or cyber-attack could adversely impact our reputation, resulting in significant fines, business disruption, loss of information for our customers, employees or business and/or loss of stakeholder and customer confidence. -  The increasing sophistication and frequency of cyber-attacks in the retail industry and within supply chains highlight an escalating information security threat. -  Our reliance on several third parties hosting critical services and holding M&S and customer data also means weaknesses in their cyber and data controls may impact us, and requires continued assessment and oversight. -  The profile of information technology will change as we develop our data and digital capabilities, expand online services, adopt cloud more widely, deliver 'intelligent' stores, and increase our reliance on insightful data. -  Longer-term changes stemming from the pandemic such as the increase in customers using e-commerce, the growing number of digital and mobile shopping channels and changes in the pattern of office/home working, all impact the overall risk. Oversight by Executive Committee	-  Dedicated Information Security function, with multi-disciplinary specialists, supported by a 24-hour Security Operation Centre and mature Incident Management. -  Information Security Improvement programme delivery, aligned with our digital and data protection strategy. -  Information security obligations included in appropriate third party contracts and a risk-based assurance programme to monitor our exposure. -  Information security and data protection policies in place, with a mandatory training programme for colleagues. -  Active detection of our threat environment, with continued improvement in controls, policies and procedures. -  Embedded security throughout digital product lifecycle and operations model. -  Focused security assurance, security architecture and security hygiene around significant change activities. -  Network of Data Protection and Security Compliance Managers in priority business areas. Key developments -  Prioritised investment to improve our ability to detect and respond to the increase in breaches during the pandemic. -  Completion of two independent cyber security reviews. -  Formal review of security controls in international offices. -  Targeted information security and Cyber Resilience review of key suppliers.
Corporate compliance and responsibility Failure to deliver against our legal and regulatory obligations, as well as responsibility commitments would undermine our reputation as a responsible retailer, may result in legal exposure or regulatory sanctions, and could negatively impact our ability to operate and/or remain relevant to our customers. -  The increasingly broad and stringent legal and regulatory framework for retailers creates pressure on business performance and market sentiment requiring continual improvements in how we operate to maintain compliance. -  New and evolving regulatory requirements needing focus and appropriate capabilities to comply with including mandatory Task Force on Climate-related Financial Disclosures ("TCFD") recommendations, plastics recycling targets, new restrictions on the promotion of foods high in fat, sugar and salt and the proposed EU Directive on Corporate Due Diligence and Accountability that envisages mandating due diligence of key issues within end-to-end business supply chains. -  Non-compliance may result in fines, criminal prosecution for M&S or colleagues, litigation, additional investment to rectify breaches, disruption or cessation of business activity, as well as impacting our reputation. Oversight by Executive Committee, Fire, Health & Safety Committee, Consumer Brand Protection Committee, Bank and Services Compliance Monitoring Committee	-  Code of Conduct in place and underpinned by policies and procedures in core areas of regulation and responsibility, including human rights, modern slavery, anti-bribery and corruption, health and safety, food safety, national minimum wage, equal pay, cyber, data security and privacy, and financial services and consumer credit regulations. -  Business-wide mandatory training programme for higher-risk regulatory areas, like health and safety, anti-bribery and corruption, data privacy, and information security. -  Established in-house regulatory legal team in place, including specialist solicitors, which conducts horizon scanning on key regulatory and legislative changes. -  Issue leaders embedded in the business to drive compliance in key risk areas, e.g. GSCOP (Groceries Supply Code of Practice) and ethical sourcing. -  Continued proactive engagement with regulators, legislators, trade bodies and policy makers. -  Maintained monitoring and regulatory reporting commitments on environmental and social issues. -  Continued operating auditing and monitoring systems. -  Customer feedback and public sentiment on regulatory compliance is monitored, including social media trends. Key developments -  First cycle of reporting Code of Conduct compliance to the Audit Committee. -  Continued to manage compliance with evolving government guidelines in relation to Covid-19. -  Established remote audit programmes for owned and third-party operations during the lockdowns globally.

The risks listed do not comprise all those associated with Marks & Spencer and are not presented in any order of priority. In addition to the risks disclosed, a wide range of lesser impacting risks and uncertainties that Marks & Spencer is exposed to, or could be exposed to in the near future, are actively monitored and managed. These less material risks are kept in view in case their likelihood or impact should show signs of increasing.

Further information on the financial risks we face and how they are managed is provided on pages 164 to 175.

Directors' Responsibility Statement

The 2021 Annual Report contains the following statements regarding responsibility for the financial statements in compliance with DTR 4.1.12. Responsibility is for the full Annual Report and Financial Statements 2021 and not the condensed statements required to be set out in the Annual Financial Report announcement.

The directors are responsible for preparing the Annual Report, the Remuneration Report and Policy and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors are required to prepare the group financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group and the Company for that period.

In preparing these financial statements, the directors are required to:

-  Select suitable accounting policies and then apply them consistently.

-  Make judgements and accounting estimates that are reasonable and prudent.

-  State whether applicable IFRS (as adopted by the EU) have been followed, subject to any material departures disclosed and explained in the financial statements.

-  Prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Each of the current directors, whose names and functions are listed on pages 62 and 63, confirms that, to the best of their knowledge:

-  The Group financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole.

-  The Management Report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

-  The Annual Report, taken as a whole, is fair, balanced and understandable, and provides the necessary information for shareholders to assess the Group's position, performance, business model and strategy.

The Directors of Marks and Spencer Group plc are listed in the Group's 2021 Annual Report, and on the Group's website: corporate.marksandspencer.com.

 

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