Annual Report 2019 and Notice of Meeting 2019

RNS Number : 8572Y

Tesco PLC

14 May 2019

 

14 May 2019

Tesco PLC

Annual Report and Financial Statements and Notice of Annual General Meeting 2019

Further to the release of its preliminary results announcement on 10 April 2019, Tesco PLC (the "Company") announces that it has today published its Annual Report and Financial Statements 2019. In addition, the Company announces that its Notice of Annual General Meeting 2019 has been sent to shareholders. The 2019 Annual General Meeting will be held at our Heart building, Shire Park, Welwyn Garden City, Herts, AL7 1TW on Thursday, 13 June 2019 at 11.30 a.m.

The Company's Annual Report and Financial Statements 2019, Notice of Annual General Meeting 2019 and Little Helps Plan Progress Update can be viewed on the Company's website at www.tescoplc.com.

In accordance with Listing Rule 9.6.1R, copies of the following documents have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM:

·      Annual Report and Financial Statements 2019;

·      Notice of Annual General Meeting 2019; and

·      Proxy Form for the 2019 Annual General Meeting.

The Company's preliminary consolidated financial information 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 10 April 2019. That information, together with the information set out below, which is extracted from the Annual Report and Financial Statements 2019, constitute regulated information, which is to be communicated to the media in full unedited text through a Regulatory Information Service in accordance with the FCA's Disclosure Guidance and Transparency Rules ("DTR"), Rule 6.3.5R. This announcement is not a substitute for reading the full Annual Report and Financial Statements 2019. Page and note references in the text below refer to page numbers and note references in the Annual Report and Financial Statements 2019. To view the preliminary results announcement, visit the Company's website: www.tescoplc.com.

Enquiries:                Robert Welch

Company Secretary

Tesco PLC

Tesco House

Shire Park

Kestrel Way

Welwyn Garden City

Hertfordshire

AL7 1GA

Tel: [phone]

LEI Number: 2138002P5RNKC5W2JZ46

Principal risks and uncertainties

We have an established risk management process to identify, assess and monitor the principal risks that we face as a business. We have performed a robust review of the risks that we believe could seriously affect the Group's performance, future prospects, reputation or its ability to deliver against its priorities. This review included an assessment of risks we believe would threaten the Group's business model, future performance, solvency or liquidity.

We have reviewed our principal risks in line with our strategic drivers. The risks to the business, at a high level, remain unchanged from the previous year. We have reframed our customer risk definition to better reflect current circumstances, set out on page 33.

The two shorter-term risks relating to Brexit as well as Booker synergy realisation and integration remain relevant. The risks associated with Brexit are increasing due to the possibility of a 'no deal' scenario and the potential for an abrupt departure from the EU. The Booker integration and synergy realisation risk is decreasing as good progress was made on the expected synergies.

The risk management process relies on our assessment of the risk likelihood and impact and on the development and monitoring of appropriate internal controls. Our process for identifying and managing risk is set out in more detail on page 59.

We maintain risk registers that discuss the principal risks faced by the Group and this is an important component of our governance framework and how we manage our business. As part of our risk management process, risks are reviewed as a top down and bottom up activity at the Group and the business unit level. The content of the risk registers are considered and discussed through regular meetings with senior management and reviewed by the Executive Committee. Each principal risk is discussed at least annually by the Board to provide oversight and ensure that they remain relevant.

The table opposite sets out our principal risks, their link to our strategic drivers, their movement during the year and a summary of key controls and mitigating factors. The Board considers these to be the most significant Group risks that may impact the achievement of our six strategic drivers as set out on pages 14 and 15. They do not comprise all of the risks associated with the business and are not set out in priority order. Additional risks not presently known to management, or currently deemed to be less material, may also have an adverse effect on the business.

Principal risk	Risk movement	Key controls and mitigating factors
Customer †
Uncertainties (including Brexit and macro-economic conditions) squeeze our customers' budgets and force them to reappraise the concepts of value and loyalty in a way in which we are unable to respond. Strategic drivers: 1. A differentiated brand 2. Reduce operating costs by £1.5bn 3. Generate £9bn cash from operations 4. Maximise the mix to achieve a 3.5% - 4.0% margin 6. Innovation	Ongoing fragmentation of our customer engagement channels exposes us to a risk of diluting customer experience and ability to differentiate our brand. No risk movement	We now have a more consistent approach to building impactful customer propositions, offering high-quality and competitive value while improving the customer experience. Propositions are now developed across channels and geographies to ensure consistency in the engagement with customers. Group-wide customer insight management is undertaken to understand and leverage customer behaviour, expectations and experience across the different parts of the business. We monitor the effectiveness of our processes by regularly tracking our business and competitors against measures that customers tell us are important to their shopping experience. We have well-established product development and quality management processes, which keep the needs of our customers central to our decision-making.
Transformation†
Failure to achieve our transformation objectives due to poor prioritisation, ineffective change management and a failure to understand and deliver the technology required, resulting in an inability to progress sufficiently quickly to maintain or increase operating margin and generate sufficient cash to meet business objectives. Strategic drivers: 2. Reduce operating costs by £1.5bn 3. Generate £9bn cash from operations 4. Maximise the mix to achieve a 3.5% - 4.0% margin 6. Innovation	Achieving our transformation goals continues to demand effort and investment, especially with regard to technology changes. No risk movement	We have multiple transformation programmes underway to simplify our business with clear market strategies and business plans in place which evolve as priorities or situations change. We have appropriate executive-level oversight for all the transformation activities to ensure programmes are adequately resourced and milestones achieved.
Liquidity†
Failure of our business performance to deliver cash as expected; access to funding markets or facilities being restricted; failures in operational liquidity and currency risk management; Tesco Bank cash call; or adverse changes to the pension deficit funding requirement; create calls on cash higher than anticipated, leading to impacts on financial performance, cash liquidity or the ability to continue to fund operations. Strategic drivers: 2. Reduce operating costs by £1.5bn 3. Generate £9bn cash from operations 4. Maximise the mix to achieve a 3.5% - 4.0% margin 5. Maximise value from property	We have a disciplined and policy-based approach to treasury management. We have reduced our debt levels and have improving debt metrics. No risk movement	We maintain an infrastructure of systems, policies and reports to ensure discipline and oversight on liquidity matters, including specific treasury and debt-related issues. Our treasury policies are communicated across the Group and are regularly reviewed by the Board, Executive Committee and management. The Group's funding strategy is approved annually by the Board and includes maintaining appropriate levels of working capital, undrawn committed facilities and access to the capital markets. The Audit Committee reviews and annually approves the viability and going concern statements and reports into the Board. There is a long-term funding framework in place for the pension deficit and there is ongoing communication and engagement with the Pension Trustees. Liquidity levels and sources of cash are regularly reviewed and the Group maintains access to committed credit facilities and debt capital markets. While recognising that Tesco Bank is financially separate from Tesco PLC, there is ongoing monitoring of the activities of Tesco Bank that could give rise to risks to Tesco PLC.
Competition and markets†
Failure to deliver an effective, coherent and consistent strategy to respond to our competitors and changes in market conditions in the operating environment, resulting in a loss of market share and failure to improve profitability. Strategic drivers: 1. A differentiated brand 2. Reduce operating costs by £1.5bn 3. Generate £9bn cash from operations 4. Maximise the mix to achieve a 3.5% - 4.0% margin 6. Innovation	We continue to face the ongoing challenge of a changing competitive landscape and price pressure across most of our markets. No risk movement	Our Board develops and regularly challenges the strategic direction of our business to enhance our ability to remain competitive on price, range and service. This activity includes development of our online channels and multiple formats to allow us to compete in different markets. Our Executive Committee and operational management regularly review markets, trading opportunities, competitor strategy and activity. We engage in market scanning and competitor analysis to refine our customer proposition.
Brand, reputation and trust†
Failure to create brand reappraisal opportunities to improve quality, value and service perceptions thus failing to rebuild trust in our brand. Strategic drivers: 1. A differentiated brand	We are leveraging the Tesco Centenary to celebrate 100 Years of great value and reaffirm our position as the customer champion. We continue to implement a number of initiatives and activities thereby helping reappraise the brand, increase trust and reputation while improving our quality and value perception. Risk decreasing	Maintaining a differentiated brand is one of our strategic priorities. Our Group processes, policies and our Code of Business Conduct sets out how we can make the right decisions for our customers, colleagues, suppliers, communities and investors. We continue to develop communication and engagement programmes to listen to our customers and stakeholders and reflect their needs in our plans. This includes the Supplier Viewpoint and the integration of local community and local marketing programmes. We continue to maximise the value and impact of our brand with the advice of specialist external agencies and in-house marketing expertise. Our Corporate Responsibility Committee is in place to oversee all corporate responsibility activities and initiatives ensuring alignment with customer priorities and our brand.
Technology
Failure of our IT infrastructure or key IT systems result in loss of information, inability to operate effectively, financial or regulatory penalties, and negatively impacts our reputation. Further, failure to build resilience at the time of investing in and implementing new technology may result in potential loss of operating capability. Strategic drivers: 1. A differentiated brand 2. Reduce operating costs by £1.5bn 3. Generate £9bn cash from operations 4. Maximise the mix to achieve a 3.5% - 4.0% margin 6. Innovation	Our dependency on technology continues to grow. Ongoing improvements and investment in disaster recovery and business continuity measures help to limit exposure to external threats. Risk decreasing	A multi-year programme is underway to enhance our technology infrastructure and resilience capabilities. This involves significant investment in our hosting strategy, partnering with cloud providers and re-engineering some of our legacy retail systems, while building redundancy for key business systems. Our technology security programme continues to build security capabilities to strengthen our infrastructure and Information Technology General Controls.
Data security and data privacy†
Failure to comply with legal or regulatory requirements relating to data security or data privacy in the course of our business activities, results in reputational damage, fines or other adverse consequences. This includes criminal penalties and consequential litigation which result in an adverse impact on our financial performance or unfavourable effects on our ability to do business. Strategic drivers: 1. A differentiated brand 3. Generate £9bn cash from operations	As a retail organisation we hold a large amount of customer and colleague personal data, and the threat landscape has been ever growing. The introduction of GDPR in May 2018 has meant an increase in individuals' awareness levels, as well as an increase in the financial penalties which can be levied by the data protection authorities. No risk movement	We put our customers and our colleagues at the heart of all decisions we make in relation to the processing of personal data. Our multi-year technology security programme has been driving the enhancement of our security capabilities to improve data security. We have an established team to detect, report and respond to security incidents in a timely fashion. We have a third-party supplier assurance programme focusing on data security and privacy risks. We have made significant investment across the Group to ensure we comply with the requirements of GDPR in Europe, and any other relevant legislation globally. Our privacy compliance programme, which includes assessment and monitoring of risk, continues to drive compliance throughout our global business. There is regular reporting on progress of the security and privacy programmes to governance and oversight committees.
Political, regulatory and compliance†
Failure to comply with legal and other requirements as the regulatory environment becomes more restrictive, due to changes in the global political landscape, results in fines, criminal penalties for Tesco or colleagues, consequential litigation and an adverse impact on our reputation, financial results, and/or our ability to do business. Strategic drivers: 1. A differentiated brand	We continue to monitor and improve our controls to ensure we comply with legal and regulatory requirements across the Group. Long-term changes in the global political environment mean that in some markets there is a push towards greater regulation of foreign investors and a favouring of local companies. No risk movement	Wherever we operate, we aim to ensure that the impact of political and regulatory changes is incorporated in our strategic planning and policies. We manage regulatory risks through the use of our risk management framework and we have implemented compliance programmes and committees to manage our most important risks (e.g. anti-bribery and competition law). Our compliance programmes ensure that sustainable controls are implemented to mitigate the risk and we conduct assurance activities for each risk area. Our Code of Business Conduct is supported by new starter and annual compliance training and other tools such as our whistleblowing hotline. The engagement of leadership and senior management is critical in the successful management of this risk area and leaders provide clear tone from the top for colleagues.
Health and safety
Failure to meet safety standards in relation to our workplace, resulting in death or injury to our customers, colleagues or third parties. Strategic drivers: 1. A differentiated brand	We continue to focus our efforts on controls which ensure colleague and customer safety. No risk movement	We have a business-wide, risk-based safety framework which defines how we implement and report on safety controls to ensure that colleagues, contractors and customers have a safe place to work and shop. Each business is required to maintain a Safety Improvement Plan to document and track enhancements. Overall governance is provided by the Group Risk and Compliance Committee, with each business unit operating their own Health and Safety Committee. Our annual colleague survey programme results, alongside other inputs such as safety audits, informs the delivery of safety initiatives and targeted communications.
People
Failure to attract and retain the required capability and continue to evolve our culture could impact delivery of our purpose and strategic drivers. Strategic drivers: 1. A differentiated brand 2. Reduce operating costs by £1.5bn 3. Generate £9bn cash from operations 4. Maximise the mix to achieve a 3.5% - 4.0% margin 5. Maximise value from property 6. Innovation	Market competitiveness continues to affect our ability to attract and retain key specialist talent. There is continued impact arising from fast-changing and complex legislation. No risk movement	Talent planning and people development processes are well established across the Group. Talent and succession planning is discussed annually by the Board and three times a year at the Executive Committee and Nominations and Governance Committee. A Group Inclusion strategy is in place. An independent assessment of all promotions and external hires is conducted at leadership level to ensure capability, potential, leadership and values. The Remuneration Committee agrees objectives and remuneration arrangements for senior management. People risk mitigation plans are in place throughout the Group, supported by the Executive Committee.
Responsible sourcing and supply chain
Failure to meet product safety standards resulting in death, injury or illness to customers. Failure to ensure that products are sourced responsibly and sustainably across supply chains (including fair pay for workers, adhering to human rights, clean and safe working environments, and that all social and environmental standards are met), leading to breaches of regulations, illness, injury or death to workers and communities, and affecting our reputation. Strategic drivers: 1. A differentiated brand 6. Innovation	We continue to monitor and improve our controls to further reduce this risk. No risk movement	We have product standards, policies and guidance covering both food and non-food, as well as goods and services not for resale, ensuring that products are safe, legal and of the required quality. Measures include policies and guidance to help to ensure that the human rights of workers are respected and environmental impacts are managed responsibly. Refer to pages 24 to 31 for specific actions highlighted under our Little Helps Plan. Supplier audit programmes are in place to monitor product safety, traceability and integrity, human rights and environmental standards, including unannounced specification inspections of suppliers and facilities. We run colleague training programmes on food and product safety, responsible sourcing, hygiene controls, and also provide support for stores. We also provide targeted training for colleagues and suppliers dealing with specific challenges such as modern slavery.
Booker synergy realisation and integration
Failure to successfully integrate Booker is dependent on a number of factors, leading to a risk to our planned synergy commitments and value creation. Strategic drivers: 1. A differentiated brand 2. Reduce operating costs by £1.5bn 3. Generate £9bn cash from operations 4. Maximise the mix to achieve a 3.5% - 4.0% margin 5. Maximise value from property 6. Innovation	There has been good progress on the expected synergies. Risk decreasing	A detailed synergy realisation and integration plan was successfully executed during the financial year. Period-end reporting and tracking of targeted benefits and key performance indicators is embedded.
Brexit†
Failure to prepare for the UK's departure from the EU will cause disruption to and create uncertainty around our business, not least our ability to recruit and supply to our customers. Any disruption or uncertainty could have an adverse effect on our business, financial results and operations. Strategic drivers: 1. A differentiated brand 2. Reduce operating costs by £1.5bn 3. Generate £9bn cash from operations 4. Maximise the mix to achieve a 3.5% - 4.0% margin	Uncertainty around our departure from the EU has continued to grow as a result of the political deadlock. Risk increasing	With the UK's future trading relationship with the EU still to be determined, we continue to contribute to important public policy discussion and engage with government, regulatory bodies and industry. During this process, we will continue to assess and monitor the potential risks and impacts on Tesco customers, colleagues and shareholders, while taking appropriate mitigation measures to address challenges including logistics, staff and supply. This year we put in place a detailed Brexit contingency plan against political and macro-economic changes that could have a material impact on our market and customer proposition.
Tesco Bank
Tesco Bank is exposed to a number of risks, the most significant of which are operational risk, regulatory risk, credit risk, funding and liquidity risk, market risk and business risk. Strategic drivers: 1. A differentiated brand 2. Reduce operating costs by £1.5bn 3. Generate £9bn cash from operations	The Bank continues to actively manage the risks to which it is exposed. No risk movement	The Bank has a defined risk appetite, which is approved and reviewed regularly by both the Bank's Board and the Tesco PLC Board. The risk appetite defines the type and amount of risk that the Group is prepared to accept to achieve its objectives, and forms a key link between the day-to-day risk management of the business and its strategic priorities, long-term plan, capital planning and liquidity management. Adherence to risk appetite is monitored through a series of ratios and limits. The Bank operates a risk management framework that is underpinned by governance, policies, processes and controls, reporting, assurance and stress testing. There is Bank Board risk reporting throughout the year, with updates to the Tesco PLC Audit Committee by the Bank's Chief Financial Officer, Chief Risk Officer and Audit Committee Chairman. A member of the Tesco PLC Board is also a member of the Bank's Board.

† Indicates that the principal risk has been included as part of the longer term viability scenarios as detailed on page 37.

Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the Group and its joint ventures and associates are disclosed below:

Transactions

	Joint ventures		Associates
	2019 £m	2018 £m	2019 £m	2018 £m
Sales to related parties	486	474	-	-
Purchases from related parties	376	396	20	18
Dividends received	29	15	12	11
Injection of equity funding	11	21	-	-

Sales to related parties consist of services/management fees and loan interest.

Purchases from related parties include £280m (2018: £275m) of rentals payable to the Group's joint ventures (including those joint ventures formed as part of the sale and leaseback programme).

Transactions between the Group and the Group's pension plans are disclosed in Note 27.

Balances

	Joint ventures		Associates
	2019 £m	2018 £m	2019 £m	2018 £m
Amounts owed to related parties	20	20	-	-
Amounts owed by related parties	37	27	-	-
Loans to related parties (net of deferred profits)*	133	138	-	-
Loans from related parties (Note 21)	-	6	-	-

* Loans to related parties of £133m (2018: £138m) are presented net of deferred profits of £54m (2018: £54m) historically arising from the sale of property assets to joint ventures. For loans to related parties, a 12-month expected credit loss is recorded on initial recognition. The expected credit loss was immaterial as at the current reporting date.

A number of the Group's subsidiaries are members of one or more partnerships to whom the provisions of the Partnerships (Accounts) Regulations 2008 (Regulations) apply. The financial statements for those partnerships have been consolidated into these financial statements pursuant to Regulation 7 of the Regulations.

Transactions with key management personnel

Members of the Board of Directors and Executive Committee of Tesco PLC are deemed to be key management personnel.

Key management personnel compensation for the financial year was as follows:

	2019 £m	2018 £m
Salaries and short-term benefits	17	17
Pensions and cash in lieu of pensions	2	2
Share-based payments	13	19
Joining costs and loss of office costs	1	4
	33	42
Attributable to:
The Board of Directors (including Non-executive Directors)	10	12
Executive Committee (members not on the Board of Directors)	23	30
	33	42

Of the key management personnel who had transactions with Tesco Bank during the financial year, the following are the balances at the financial year end:

	Credit card, mortgage and personal loan balances		Current and saving deposit accounts
	Number of key management personnel	£m	Number of key management personnel	£m
At 23 February 2019	3	-	10	2
At 24 February 2018	7	1	5	-

Statement of Directors' responsibilities

In compliance with DTR 4.1.12R, the Annual Report and Financial Statements 2019 contains a Directors' responsibility statement. This is reproduced below, in line with DTR 6.3.5R. The statement relates to and is extracted from the Annual Report and Financial Statements 2019 and does not attach to the extracted information presented in this announcement or the preliminary results announcement released on 10 April 2019.

The Directors are required by the Companies Act 2006 to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the Group and the Company as at the end of the financial year, and of the profit or loss of the Group for the financial year. Under that law, the Directors are required to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and have elected to prepare the Parent Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 101 'Reduced Disclosure Framework' (UK Accounting Standards and applicable law).

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 IFRSs as adopted by the EU and applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Group and Parent Company financial statements respectively;

·      present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

·      provide additional disclosures when compliance with the specific requirements in IFRS are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

·      prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Group and the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company, and which enable them to ensure that the financial statements and the Directors' remuneration report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They also have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and the Company, and to prevent and detect fraud and other irregularities.  The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Directors consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's and the Company's performance, business model and priorities. Each of the Directors, whose names and functions are set out on pages 40 and 42 confirm that, to the best of their knowledge:

·      the financial statements, which have been prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the undertakings included in the consolidation taken as a whole; and

·      the Strategic report contained within this document includes a fair review of the development and performance of the business and the position of the Group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that the Group faces.

 

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