Annual Financial Report

RNS Number : 8964N

Marks and Spencer Group PLC

07 June 2022

 

Marks and Spencer Group plc (the "Company")

Annual Report and Financial Statements 2022

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 2022;

· 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 5 July 2022;

· Proxy form for the 2022 Annual General Meeting; and

· Amended Rules of the Marks and Spencer Group plc Share Incentive Plan, proposed for approval.

In accordance with DTR 6.3.5(3) the Annual Report and Financial Statements 2022 and the Notice of Annual General Meeting are accessible on corporate.marksandspencer.com/investors. The Annual Report and Financial Statements 2022 have been prepared using the single electronic reporting format specified in the TD ESEF Regulation.

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 25 May 2022. 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 2022. 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
AN UNCERTAIN TRADING ENVIRONMENT Our ability to deliver continued improvements in trading performance could be significantly affected by the individual or aggregate impact of an increasingly complex set of external factors. The ongoing consequences of the pandemic, geo-political and economic uncertainties (both national and international) and the resultant cost of living crisis, are combining to generate difficult and unpredictable headwinds. -  M&S operates in an increasingly competitive sector against a backdrop of continued cost and pricing pressures, changing consumer behaviours and a broad range of macroeconomic uncertainties. -  Over recent months the consequences of Covid-19 have continued to evolve and combine with other external macro factors to contribute to widespread, ongoing uncertainty across the communities in which we operate. Continued lockdown measures; labour shortages across transport, distribution, manufacturing and service industries; threats to supplier resilience and viability; ongoing changes to customer behaviours; price inflation, including energy; the potential for further interest rate rises; increases in taxation; socio-political tensions; and disruption to the supply of natural, refined and manufactured resources, have combined to create a challenging environment for our, and all businesses, to operate within. -  The cost of living crisis will further influence customer behaviour and buying choices which could impact our performance and strategic decisions as we respond to these changes. -  The potential consequences of the Russian invasion of Ukraine further highlight the fragility linked to high-impact "shock" events. These include the long-term impact on our franchise operations in the region, and on key materials and products including sunflower oil, grains, natural gas, fuel, fertiliser, nickel and microchips that could impact manufacture, cost and availability of products. -  While the business has demonstrated continued resilience in the face of this range of pressures, and remained relevant to customers throughout the period, continued turbulence in the external environment could negatively impact the business's ability to continue delivering an improved trading performance. -  In addition, the possibility of future new variants of Covid-19 combined with restrictive government interventions, either in the UK or other countries, could negatively impact future performance. Operational oversight by Executive Committee	-  Strong, varied and complementary senior leadership team capabilities. -  Planned senior leadership continuity. -  An established operating model consisting of a family of accountable businesses who share M&S brand values, support functions, technology and customer data. -  A clear three-year plan constructed to remain relevant to the current challenges. -  Improved budgeting processes, including detailed sensitivity analysis to anticipate the potential impact of external uncertainty. -  Formal operating reviews for all business and functional teams to enable effective executive oversight and governance of each business. -  Effective business continuity and crisis management processes to support business-wide response to issues as they arise. -  Prioritised focus and discipline across the business on cost, range, trusted value and availability. -  Effective and proactive working with critical third parties - for example, a structured supplier engagement programme to both anticipate and support management of escalating issues such as cost inflation. -  Continued commitment to initiatives that maintain and support improved and sustained customer engagement including the Sparks loyalty programme, broader digital engagement, personalisation of offers and shop your way.
BUSINESS TRANSFORMATION A failure to successfully implement the suite of critical transformation projects could impact medium- and longer-term growth ambitions. While each initiative is individually significant and has its own inherent risks, the aggregate impact of simultaneously delivering these challenging projects could also create further risks to successful implementation. While significant change is ongoing across the business, the three critical projects underpinning our transformation agenda comprise: -  modernising of our supply chain and logistics activities to improve speed, operational effectiveness and availability and reduce costs; -  improving our IT infrastructure and underlying systems -  while also adopting new technologies and digital products to support operational efficiency, improved data-driven decision-making, creation of a customer-centric "ecosystem", increased personalisation and the shift to omni-channel; and -  reshaping and modernising our UK store estate to be fit for the future, with the right-sized stores in the right spaces, supporting omni-channel growth and meeting the expectations of our customers. The ability to balance cost-effective programme execution at pace and to deliver on time, while also managing the consequences of the external pressures discussed above, is key to improving operational efficiency, competitiveness and growth. Any significant delays, failure to achieve the anticipated outcomes, or excess implementation costs could also impact delivery of the planned business benefits. Operational oversight by Executive Committee, Property Committee	-  Clear prioritisation of the required transformation activities as part of our three-year planning process. -  Initiatives underpinned by function-specific strategic plans and leadership governance structures. -  Dedicated strategy and transformation roles to support focus, consistency and challenge across our family of businesses. -  Application of programme governance principles for all core projects, with clear accountabilities and milestones in place. -  Ongoing benefits tracking of initiatives in line with spend targets and value outcomes. -  Periodic reporting on key business activities to the Audit Committee.
OCADO RETAIL A failure to effectively manage the strategic and operational relationship with Ocado Retail could significantly impact the value of our investment, the achievement of our multi-channel food strategy, our Brand and our ability to deliver shareholder value. The investment in Ocado Retail is part of our strategy for improving our online reach and capability. There are three core aspects of our relationship with Ocado Retail that the business is actively focusing on: -  developing our relationship with Ocado Retail and evolving our ways of working to ensure alignment of strategies in a way that supports innovation and growth and prioritising areas for future investment; -  planning for our long-term strategic relationship with the partner, including its role in the M&S ecosystem; and -  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. Operational oversight by Executive Committee, representation on the 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 the business. -  Jointly agreed investment plans to support the continued investment in the Customer Fulfilment Centre network, to expand presence in the ultra-fast grocery delivery market and the planned migration to the new Ocado service platform. -  Established data and technology interfaces with Ocado Retail. -  A dedicated M&S Ocado delivery team, supported by senior leadership, to coordinate sourcing, product development, ranging, customer data and marketing.
TALENT AND CAPABILITY An inability to attract, retain and develop the right talent, skills and capabilities or to successfully adapt to the expectations of a post-pandemic labour market could impact the delivery of core operational activities and longer-term strategic objectives, including aspects of our transformation programme. The business employs more than 65,000 talented and passionate colleagues and remains an attractive brand to future colleagues. However, the current labour market conditions create a heightened risk around recruitment. -  The consequences of the pandemic, including skills shortages and wage inflation, have contributed to a tight labour market in some key specialist areas (including digital, technology and data science) and other critical operational roles (such as in supply chain and logistics). -  In addition, colleagues and potential candidates are demonstrating a preference for roles and employers that offer increasing flexibility to support life choices, work-life balance and career development in addition to attractive pay and benefits. Linked to these influences, the need for employers to demonstrate a cultural alignment in other areas such as sustainability, diversity and ethical values are becoming increasingly important. -  The broader implications on the availability of labour and key skills post-Brexit also continue to be monitored. To support the continued delivery of improved trading performance and our transformation ambitions, it is essential that we have the right processes in place, underpinned by effective technology, to identify, develop and retain talented colleagues. Operational oversight by Executive Committee	-  Direct Executive Committee ownership of the people plan. -  Continued investment in internal and external talent to strengthen capability at all levels, develop our future leaders and drive internal career progression. -  Ongoing delivery of improvements in core people management systems and processes, including a refreshed performance and talent management process to drive consistency and improved decision-making. -  An established colleague skills framework to support role-based performance, development and progression. -  Ongoing review and maintenance of succession plans for key roles. -  Continued investment in skills and capabilities with a particular focus on driving digital literacy and capability building. -  Investment in pay and wellbeing benefits following completion of a business-wide reward review. -  A focus on externally benchmarked, market-relevant pay including full consideration of gender, ethnicity, disability and age. -  A well-established Business Involvement Group which is actively involved in business-wide colleague engagement and representation, including at Board meetings. -  Improved usage of our M&S Alumni community to engage, energise and re-attract great talent.
EU BORDER CHALLENGES A failure to manage the cost consequences and operational friction arising from the complexity of border arrangements following the UK's exit from the European Union (EU) or further developments in the Trade and Cooperation Agreement ("TCA"), including the Northern Ireland Protocol, could have a significant and long-term impact on our Irish business and overall trading performance. The business continues to manage a range of complexities that have arisen following the UK's exit from the EU. Key challenges include: -  continued uncertainty as the requirements of the Northern Ireland Protocol evolve and our ability to implement sustainable solutions to manage the impact on our Irish business, including the movement of goods across to the Republic of Ireland, our largest EU export business; -  further increases in the cost base following the introduction of checks to inbound goods from the EU to the UK (expected in 2022) and the consequent pressure on the supply base including viability of suppliers and the impact on product availability; -  managing the consequences of introducing more locally sourced products; and -  monitoring and implementing solutions for any longer-term divergence of UK and EU rules that may add additional cost and complexity to the business, particularly in Ireland. Operational oversight by Executive Committee	-  Regular engagement with the Board to discuss the actions being taken to manage evolving border challenges by our accountable businesses. -  Strengthening the management and accountabilities of Irish operations to support targeted mitigation of costs, including opportunities for local sourcing. -  Operation of a virtual customs warehouse environment and implementation of an EU hub to mitigate tariff costs. -  Continued engagement with key government departments and other external experts to represent M&S views and review our mitigation strategies. These include ministers, industry bodies, the Border and Protocol Delivery Group, the Department for Environment, Food & Rural Affairs (Defra), HM Revenue & Customs, the Foreign Office, and the Northern Ireland Executive. -  Ongoing work with Defra and our supply base in readiness for the rules for moving goods from the EU to Great Britain. -  Proactively managing our franchise arrangements with partners.
BUSINESS CONTINUITY AND RESILIENCE Significant operational failures or resilience issues at key business locations, such as Castle Donington, our primary online Clothing & Home distribution centre, or any of our key international sourcing locations, could result in significant business interruption. More broadly, an inability to effectively respond to global events, such as the pandemic or Russia's invasion of Ukraine, a shortage of raw materials or other products used in our business, or significant supply chain disruption, could also impact business performance. The business has continued to demonstrate resilience through the pandemic and in responding to other significant changes, such as the Russian invasion of Ukraine however, threats to business continuity remain: -  As our online business grows, the potential risk linked to our sales and growth ambitions from a sustained period offline or an inability to fulfil online orders due to a major incident at our Castle Donington fulfilment centre increases. -  The loss of, or major disruption at other locations, such as primary supply countries like Bangladesh, China or Sri Lanka; the dedicated warehouses that store specific food products in the UK; or support facilities (such as IT), could also impact us significantly. -  A specific, unexpected or unplanned shortage of product or materials such as those being created by Russia's invasion of Ukraine (including sunflower oil or fertiliser), or the global shortage of microchips, could also impact core trading or transformation activities. -  The potential widespread consequences from currently unknown/new Covid variants on both our business and third parties could also have severe operational consequences. -  In addition, our dependency on major third parties means that significant incidents, long-term resilience issues and recoverability in these businesses would also impact our own. Operational oversight by Executive Committee, Crisis Management Team	-  A dedicated and experienced Business Continuity (BC) team with established Group Crisis and Incident Management processes. -  Risk-based BC assessments for stores, sourcing offices and warehouses and validation of key supplier arrangements. -  Up-to-date BC plans for key activities across our operations, including offices, warehouses and IT sites, that continue to evolve in response to new threats including, where needed, work with critical third parties. -  Enhanced capabilities at Castle Donington to manage technology failure and fulfilment capabilities through in-store fulfilment and the use of other warehouses in our network. -  Proactive testing of plans for key business continuity risk scenarios. -  Live digital platform to support the business continuity governance programme. -  Active engagement with external organisations including the Retail BC Association, government-led forums and membership of the National Counter Terrorism Information Exchange. -  Enhanced incident reporting with live data-driven dashboard.
PRODUCT SAFETY AND INTEGRITY Failure to prevent and/or effectively respond to a food or product safety incident, or to maintain their integrity, could impact customer confidence in our brand and business performance. -  The safety of our products - food and all other product categories - is vital for our business and we need to effectively manage the potential risks to customer health and safety and consumer confidence that face all retailers. -  This includes considering how external pressures, including economic and environmental changes, could impact the integrity of our products and the ability to effectively operate and maintain all key controls throughout the supply chain. -  These external pressures, including the ongoing consequences of the pandemic, inflationary costs, labour quality and availability, and regulatory changes, are becoming increasingly acute. While some of these events are outside of our control, they must nevertheless be monitored and mitigated against. Operational oversight by Executive Committee, Group Safety Committee, Consumer Brand Protection Committee	-  Group-wide assessment of all safety risks with specific Executive Committee and business unit ownership. -  Relevant Safety Policy and Standards, Terms of Trade, product safety and "from farm to fork" specifications with clear accountability set at all levels, including processes to comply with overseas requirements. -  Compliance standards included in contracts with third-party brands. -  Risk-based store, supplier and warehouse audit programmes completed by independent third parties and own second-line functions, including franchise operations. -  Established processes for the development of products and the associated packaging, including independent review and approval before launch. -  Qualified Food and Product Technology teams with access to external experts where appropriate. -  Regular engagement with expert bodies and third-party consultants to understand and respond to changes in safety standards. -  Tested crisis management plan for safety incidents. -  Monitoring of product quality and customer complaints.
INFORMATION SECURITY Failure to adequately prevent or respond to a data breach or cyber-attack could adversely impact our reputation, result in significant fines, business disruption, loss of information for our customers, employees or business and/or loss of stakeholder and customer confidence. -  The sophistication and frequency of cyber-attacks in the retail industry continue to increase and highlight an escalating information security threat. This threat is further exacerbated by the pandemic and other external events, such as the increased threat of cyber warfare linked to current global uncertainty. -  As we continue to use data more intelligently across the business, move away from legacy systems to new technology and digital solutions, transition to the cloud, enhance omni-channel customer experiences and build a broader "ecosystem", the profile of information security and the overall threats landscape will continue to change. -  Our reliance on several third parties hosting critical services and holding M&S and customer data also means that continued assessment and monitoring is required to ensure that vulnerabilities in their cyber and data controls do not impact us or our customers. -  Longer-term changes such as the increase in customers using e-commerce, the growing number of digital and mobile shopping channels, the development of new technologies and digital touchpoints, and permanent changes in the pattern of office/home working, will all continue to impact the overall risk. Operational oversight by Executive Committee	-  Information security and data protection policies in place, with a mandatory training programme for colleagues. -  Information Security function, with multidisciplinary specialists, supported by a 24-hour Security Operations Centre and mature incident management plan. -  Network of Data Protection Officers in priority business areas. -  Continued delivery of our improvement programme with prioritised investment in response to an increase in security events, breaches and the potential threat of cyber warfare. -  Risk-based cyber security assurance programme, including assessment of controls in overseas locations. -  Information security obligations included in third-party contracts with a risk-based assurance programme to monitor our exposure. -  Active monitoring of our threat environment. -  Focused security assurance, architecture and hygiene around our digital product lifecycle, operations model and significant change activities, like omni-channel and new technologies.
CORPORATE COMPLIANCE AND RESPONSIBILITY A failure to deliver against our legal and regulatory obligations or broader corporate 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 and other stakeholders. -  The increasingly broad and stringent legal and regulatory framework for retailers creates pressures on business performance and management of market sentiment requiring frequent changes or improvements in how we operate. -  New and evolving regulatory requirements include: restrictions on the promotion of foods high in fat, sugar and salt becoming effective from October 2022; sanctions and export controls linked to Russia; extended producer responsibility for packaging plastics recycling targets; the proposed EU Directive on corporate due diligence and accountability in the supply chain; anticipated changes in UK corporate governance requirements, development of Taskforce on Climate-related Financial Disclosures (TCFD) requirements; and potential new reporting under the Taskforce on Nature-related Financial Disclosures. -  The diligence required to remain compliant is also impacted by the global nature of activities, particularly our supply chains, where changes in the external environment and challenging economic conditions, including the impact of Covid-19 and the Russian invasion of Ukraine, leave ethical and social responsibilities open to a heightened risk of mismanagement or exploitation. -  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. Operational oversight by Executive Committee, Group Safety Committee, Consumer Brand Protection Committee, Bank and Services Compliance Monitoring Committee, Fraud Committee	-  Code of Conduct in place and underpinned by policies and procedures in core areas of regulation and responsibility that is shared with suppliers and third parties where relevant and published externally. -  Group-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. -  Dedicated subject-area leaders embedded in the business. -  Continuous horizon scanning, including monitoring of sanctions and export controls. -  Risk-based assurance and monitoring systems in place covering legal and regulatory compliance, and ethical and social considerations, including for our overseas operations and suppliers. -  Cross-business Fraud Committee and controls framework. -  A Confidential Reporting line to allow colleagues and other stakeholders to report areas of concern, including breaches. -  Established Worker Voice programme in the Food business and transparency initiatives within Clothing & Home. -  Active monitoring of customer feedback and public sentiment on compliance and responsibility, including social media trends. -  Proactive engagement with regulators, legislators, trade bodies and policy makers.
CLIMATE CHANGE AND ENVIRONMENTAL RESPONSIBILITY An inability to reduce the environmental impact of our business and progress towards our net zero targets, including those linked to our supply chains, as well as managing the consequences of climate change on our business, would fail to meet the expectations of our customers, colleagues, investors and other stakeholders, impacting our brand, future trading performance and other business costs, including financing. -  We operate in a world and sector with increasing pressure from carbon-conscious customers, investors and government bodies to operate in a more environmentally conscious manner, where sustainability forms a core part of decision-making. This includes, for example, our response to the growth in the circular economy, waste reduction, low-carbon products and use of recycled fabrics. -  Future business performance will be impacted by our ability to effectively manage the transition to a low-carbon economy - balancing commercial decisions with environmental responsibility, agreeing business-wide decarbonisation priorities and managing changes in customer preferences. This includes management of the increasing costs associated with sustainable materials, recycling, carbon pricing and further technological, policy and regulatory interventions. -  Early engagement and planning with partners and suppliers to support their decarbonising activities is also becoming increasingly important in the delivery of our net zero commitment. -  From an operational perspective, the physical impact of climate change on the availability of raw materials and food products, the geography of the locations from which we source and operate, and the condition of our buildings will need to be managed effectively to reduce the impact on trade and the income statement. Operational oversight by ESG Committee	-  Established Plan A programme with clear accountabilities for each area of the business relating to our environmental objectives. -  Net zero targets agreed with the Board. -  Alignment of carbon commitments with our revolving credit facility. -  Appointment of c.120 cross-business carbon champions, and launch of an internal Green Network with c.600 cross-business colleagues. -  Established product and raw material standards and processes outlining environmental and sustainability considerations for own activities and the supply chain. -  Clothing Quality Charter and Environmental and Chemical Policy in place for all suppliers. -  ESG Committee, with Board membership, in place to oversee the delivery of our carbon commitments and broader ESG risks. -  Developed our response to TCFD including quantitative scenario analysis in key areas (cotton, animal protein and property) to enhance external reporting. -  Inclusion of specific climate-related risks and mitigations linked to Plan A in business and functional risk registers. -  Linkage of financing with the delivery of our net zero roadmap.
LIQUIDITY AND FUNDING An inability to maintain short- and long-term funding to meet business needs or to effectively manage associated risks could impact our ability to transform at pace, as well as have an adverse impact on business viability. -  While active management of our cash, liquidity and debt position through the pandemic and an improvement in trade have resulted in a strong cash performance, we maintain a continued focus on our liquidity and funding requirements. -  Availability of, and access to, appropriate sources and levels of funding remain vital for the continued operation of business activity and the next phase 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. -  We also have pension fund commitments that require active management and monitoring. Operational oversight by Executive Committee	-  A £850m undrawn, revolving credit facility and £1,197.9m of cash and cash equivalents. -  Review and refinement of our three-year plan, linked to strategic priorities, with sensitivity analysis to assessthe impact of the changing economic environment. -  Continued focus on working capital management to continue to improve cash flow and reduce reliance on bank facilities. -  Ongoing scrutiny and challenge of discretionary expenditure and capital spend controls that were strengthened during the pandemic. -  Close monitoring and stress testing of projected cash and debt capacity, financial covenants and other rating metrics. -  Treasury operations are managed and monitored in line with a Board approved Treasury Policy. -  Frequent engagement and dialogue with the market and rating agencies.

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 165 to 175 of the 2022 Annual Report.

Directors' Responsibility Statement

The 2022 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 2022 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 ("IFRS"). 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 UK) 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 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 60 and 61, 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 2022 Annual Report, and on the Group's website: corporate.marksandspencer.com.

 

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