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Countryside Props (CSP)

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Friday 08 January, 2021

Countryside Props

2020 Annual Report and Notice of AGM

RNS Number : 1311L
Countryside Properties PLC
08 January 2021
 

8 January 2021

 

COUNTRYSIDE PROPERTIES PLC (THE "COMPANY")

 

ANNUAL REPORT AND FINANCIAL STATEMENTS 2020 AND NOTICE OF

 ANNUAL GENERAL MEETING 2021

 

The following documents have today been posted or otherwise made available to shareholders:

 

· Annual Report 2020

 

· Notice of Annual General Meeting

 

· Proxy Form

In accordance with Listing Rule 9.6.1R, a copy of each of these documents will be uploaded to the National Storage Mechanism and will be available for viewing shortly at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

The above documents may also be viewed online at investors.countrysideproperties.com/shareholder-information/meetings-and-voting.

 

A condensed set of the Company's financial statements and information on important events that have occurred during the financial year and their impact on the financial statements were included in the Company's Preliminary Results Announcement on 3 December 2020.  That information together with the information set out below, which is extracted from the Annual Report 2020, constitute the material required by Disclosure Guidance and Transparency Rule 6.3.5R which is required to be communicated to the media in full unedited text through a Regulatory Information Service.  This announcement is not a substitute for reading the full Annual Report 2020. Page and note references in the text below refer to page numbers in the Annual Report 2020.  To view the preliminary announcement, slides of the results presentation and the webcast please visit investors.countrysideproperties.com/results-reports-and-presentations.

 

Enquiries:  Tel: +44 (0) 1277 260 000 

 

Iain McPherson - Group Chief Executive

Mike Scott - Group Chief Financial Officer

Victoria Prior - Managing Director, Corporate Affairs

 

 

OUR APPROACH TO RISK

 

Risk identification and management are built into every aspect of Countryside's daily operations, ranging from the appraisal of new sites to building safely and selling effectively.

 

How we manage risk

 

The Board oversees risk management within Countryside and determines the Group's overall risk profile and appetite for risk in achieving its strategy.  This includes an assessment of the Group's emerging and principal risks.  The Board completed its annual assessment of risks at its meeting on 7 October 2020, the results of which are set out on pages 66 to 69.

 

The Audit Committee supports the Board in the management of risk and reports to the Board on its assessment of the effectiveness of the Group's risk management and internal control processes during the year.

 

The day-to-day management of risk is delegated to the Risk Management Committee ("RMC") which provides a focal point for the co-ordination of the Group's risk management efforts.  It meets at least four times a year and its membership comprises all members of the Executive Committee and the Director of Audit and Risk Assurance.  The RMC is chaired by the Group Chief Executive.

 

 

 

The standing business of the RMC includes reviewing:

 

· the Group risk register, mitigation plans and internal controls;

· for each risk, the assessment of gross and net risk versus risk appetite, risk progression and adequacy of mitigating actions;

· emerging risks, material changes in risk and risks identified by regional management teams;

· the internal audit plan, reports and progress against recommendations;

· the management of claims and litigation;

· reports of whistleblowing and fraud;

· the forecast impact of and preparation for proposed and new legislation;

· key policies and risk mitigation documentation (e.g. start on site or land acquisition checklists); and

· total cost of risk against insurance and bond requirements.

 

At each RMC meeting, a different "principal risk" or "emerging risk" is reviewed in depth.  A description of the key areas of risk considered during 2020 is set out below.

 

The process whereby the management boards of each regional business review all operational risks has been strengthened during 2020.  The introduction of regional risk registers and the process of standardised reporting up to the Group's RMC has contributed to a better overall awareness of risk and implementation of mitigating actions.  All such regional board meetings are attended by the relevant Divisional CEO, who in turn feeds back any matters requiring consideration by the RMC.

 

The Group's risk register is maintained to record all principal risks and uncertainties identified in each part of the business.  For each risk, the most appropriate member of the Executive Committee is allocated as the "risk owner".  The risk owners call upon the appropriate expertise to conduct an analysis of each risk, according to a defined set of assessment criteria which includes:

 

· How does the risk relate to the Group's business model and/or strategy?

· What is the likelihood of the risk occurring?

· What is the potential impact were the risk to occur?

· Would the consequences be short, medium or long term?

· What mitigating actions are available and which are cost effective?

· What is the degree of residual risk and is it within the level of risk that the Group is prepared to accept in pursuit of its objectives (risk appetite)?

· Has the risk assessment changed and what is expected to change going forward?

 

The risk assessments made are scored against a "risk scoring matrix" that grades the likelihood of occurrence and impact based on a range of types of impact (such as reputational, financial, operational and environmental) to improve consistency.  The results are reviewed by the RMC, which compares them to the Group's appetite for each risk, reviews the current level of preparedness and determines whether further actions or resource are required.  In reviewing and agreeing the mitigating actions, the RMC considers the impact of risks individually and in combination, in both the short and longer term.

 

Risk identification and management are built into every aspect of Countryside's daily operations, ranging from the appraisal of new sites, assessment of the prospects of planning success, building safely and selling effectively to achieving long-term success through the property market cycle.  Risk management is built into standardised processes for each part of the business at every stage of the housebuilding process.  Financial risk is managed centrally through maintenance of a strong balance sheet, forward selling new homes and the careful allocation of funds to the right projects, at the right time and in the right locations.  Risk management also includes the internal controls described within the Corporate Governance Report on pages 76 to 82.

 

Our approach to risk

 

The Board - Role and responsibilities

· Sets the Group strategy

· Determines the Group's risk policy, overall appetite for risk and the procedures that are put in place

· Monitors the Group's emerging and principal risks

· Assesses the progression of principal risks in comparison to the agreed appetite for each risk

· Reviews the effectiveness of the Group's risk management and internal control procedures

 

Audit Committee - Role and responsibilities

· Has delegated responsibility from the Board to oversee risk management and internal financial controls

· Monitors the integrity of the Group's financial reporting process

· Monitors the effectiveness of the Internal Audit function and the independence of the external audit

 

Internal Audit - Role and responsibilities

· Undertakes independent reviews of the effectiveness of internal control procedures

· Reports on the effectiveness of management actions

· Provides assurance to the Audit Committee

 

Risk Management Committee - Role and responsibilities

· Manages the Group's risk register and assessment of net risk versus risk appetite

· Determines the appropriate controls for the timely identification and management of risk

· Monitors the effective implementation of action plans

· Assesses the Group's emerging risks

· Reviews reports from the Internal Audit function

· Reviews principal claims and litigations

· Reviews the annual renewal of the Group's insurance cover

 

Executive Committee - Role and responsibilities

· Responsible for the identification of operational and strategic risks

· Responsible for the ownership and control of specific risks

· Responsible for establishing and managing the implementation of appropriate action plans

 

 

Key areas of focus during 2020

 

COVID-19

The measures taken to mitigate the impact of the Covid-19 pandemic are set out in the Company's various announcements (Covid-19 updates on 25 March, 20 April and 7 May, the half-year results on 14 May and the Q3 trading statement on 23 July 2020).  At the time of writing, all of the Group's sites, sales offices and offices are open and both factories are operating.  But like all businesses, we remain vigilant and ready to react to any further Government requirements.  We have adapted our business model to take into account the fact that life will not return to normal for some time.  We have increased our online presence with both new and existing customers which includes conducting customer visits by video conference, as well as a number of virtual home tours.

 

To ensure that we continue to deliver the highest levels of customer service we have extended our new homes warranty by three months to reflect the period for which sites were closed.

 

An internal review of the lessons learnt from the measures taken to address the impact of the Covid-19 pandemic was carried out by the internal Audit team.  The report, outlining those aspects that were managed well and those areas where improvements could be made, was reviewed by the Executive Committee, Audit Committee and Board and the recommendations for change set out in the report are being implemented.

 

Government policy and regulatory change

The principal areas of regulatory change reflecting Government policy, on which the Group has focused during the last 12 months, were Building Regulations, leasehold reform and the provision of Help to Buy.

 

Building Regulations

Following the Grenfell Tower tragedy in June 2017, there have been a series of regulatory changes requiring swift implementation.  A Fire Quality Assurance Committee ("FQAC"), made up of the technical directors from each division and representatives of Health & Safety and Legal, and chaired by the Divisional Chief Executive of Partnerships South, has been established to ensure uniform compliance across the Group with the revised regulations and any advice issued by Government.  The FQAC, in combination with the newly appointed Group Technical Director, ensures that measures are in place to ensure all ongoing and future building projects fully comply with the Building Regulations. 

 

Leasehold reform

Following concerns raised by homeowners about the leasehold tenure of their property or the terms of their ground rent escalation clause, the Government launched two consultations into leasehold properties and potential reform.  The proposals included a ban on the sale of leasehold houses and plans to lower future ground rents to a nominal fee. 

 

On 28 February 2020, the Competition & Markets Authority ("CMA") announced that its market-wide investigation into the sale of leasehold properties had found evidence of "potential mis-selling and unfair contract terms in the leasehold housing sector and that it was set to launch enforcement actions" against those identified as responsible.  On 4 September 2020, the CMA announced it had launched enforcement action against Countryside and three other housing developers in relation to possible breaches of consumer protection law in relation to leasehold homes.  Countryside is committed to resolving this issue to the satisfaction of our customers and will continue to co-operate fully with the CMA's ongoing investigation.

 

To date, Countryside has signed the Public Pledge for Leaseholders (https://www.gov.uk/government/publications/leaseholder-pledge/public-pledge-for-leaseholders) and, as reported in our half-year results, has created the Ground Rent Assurance Scheme - full details of which are se out on page 44.

 

Help to Buy

In order to assist home buyers who have suffered delays because of Covid-19, the current Government backed HTB scheme arrangements have been extended for two months.  The deadline for new homes to be completed has been moved from the end of December 2020 to 28 February 2021.  Legal completion must be before the end of March 2021.  As a consequence, a revised HTB scheme which introduces regional caps (set at 1.5 times the current average first-time buyer price in each region) will extend to spring 2023.  Measures have been introduced so that all new site proposals reviewed by management and the Board for approval take account of the availability of HTB funding when determining product mix.

 

In addition to this, Countryside is working with the Home Builders Federation, lenders, other housebuilders and Capsicum RE to develop a mortgage insurance solution to address the potential gap between the availability of mortgages and the savings capacity of first-time buyers.

 

 

End of Brexit Transition Period

Whilst the UK formally left the European Union ("EU") on 31 January 2020 ("Brexit"), it commenced an 11-month period, known as transition, that keeps the UK bound by EU rules and part of the EU Customs Union and single market.  Consequently, until the transition ends, most things remain the same whilst the UK and EU negotiations for a trade deal continue.  The Government has stated in strong terms that it will not ask to extend the transition period and so, after 31 December 2020, the continued free movement of goods, services and people between the UK and EU will depend upon the terms of such trade agreement reached.  In the worse case, no trade deal may be agreed with the EU, in which case this would leave the UK trading on World Trade Organization ("WTO") terms and tariffs

 

As 31 December 2020 approaches, management and the Board have continued to carefully review Countryside's exposure to risks that may flow from the end of the transition period.  Mitigating actions and plans are in place to address the range of challenges relating to the supply of materials and people should they arise.

 

Many of our building supplies are manufactured in the UK and are not at risk from Brexit.  Where possible, we endeavour to purchase key commodities in bulk via national or regional agreements and have preferred partnerships with many of our suppliers.  Those products that have an element imported from the EU are mainly sourced through a network of UK-based suppliers.  In the event of the Government failing to reproduce the effects of existing EU agreements at the end of the transition period, there is a risk that our supplier network may experience delays, volume restrictions and additional costs in their own supply chain and we are working closely with these manufacturers to understand any issues they may face.  We have approached our supply chain partners by way of a survey to harvest intelligence to populate a supply chain risk matrix to recognise resilience and identify risk.  We are reviewing first and second tier material origins, fixed price durations, WTO tariff impacts, logistical restrictions, Economic Operator Registration and Identification accreditation and currency fluctuation mitigation measures.  We also plan to increase stock levels where appropriate on sites and within the factories and underwrite or invest in commodities in order to secure volume.

 

We are working with our workforce and suppliers to monitor any trends, but to date have not experienced material changes that might affect production.  The introduction of the Government's "settled status" scheme is reasonably expected to materially mitigate the risk that large numbers of EU workers would otherwise be required to leave the UK.

 

Improving assurance and standardisation

As Countryside continues to grow, it is critical to ensure that processes, procedures and risk mitigation actions are implemented, standardised and uniformly applied across all parts of the Group.  As part of the measures implemented to achieve this objective, there is now a director leading each of the Customer Service, Commercial and Technical functions, with Group-wide responsibility.  Further, changes have been made to ensure that all Health and Safety, Sustainability and Legal functions report centrally.

 

Environmental, social and governance

The Group is making considerable efforts to improve its performance in areas of environmental, social and governance ("ESG") responsibility.  We appointed a Group Director of Sustainability who will be responsible for developing and leading the implementation of Countryside's sustainability vision and strategy to supplement the Group's positive record to date for environmental compliance.

 

Board, Audit Committee and Risk Management Committee responsibility

 

The Audit Committee reviewed the Group's risk register and the assessment of the Group's emerging and principal risks, most recently at its meeting on 1 October 2020.

 

The Audit Committee has considered the effectiveness of the Group's systems and has taken this into account in preparing the Viability Statement on the previous page.

 

The Audit Committee reported on its findings at the Board's 7 October 2020 meeting, in order to support it in making its confirmation that it had carried out a robust assessment of the principal risks.

 

Principal risks and uncertainties

 

The Group's principal risks are monitored by the Risk Management Committee, the Audit Committee and the Board.  The table below sets out the Group's principal risks and uncertainties and mitigation.

 

Emerging Risks

 

The Risk Management Committee regularly undertakes an assessment of emerging risks and, where identified, agrees steps to monitor the likelihood of the risk developing further and its potential quantum.  The results are reported to the Audit Committee and in turn the Board.

 

 

Risk and impacts

How we monitor and manage the risk

1

A major incident impacts the United Kingdom or countries where key suppliers are located and significantly impacts the business (Responsible Executive: Group Chief Executive)

(Impact on strategy-Growth/Returns/Resilience) (risk change-risk increased)


The impact of a catastrophic event, such as flooding, failure of the National Grid, or the spread of an infectious disease on an epidemic or pandemic scale, can lead to the imposition of Government controls on the movement of people with the associated cessation of large parts of the economy for a significant period of time.  The cessation of business can lead to zero or reduced revenues until business activity can be safely recommenced.

 

 

· Maintenance of a strong balance sheet to sustain periods of complete or partial cessation of business.

· Monitoring of World Health Organisation and/or UK Government health warnings.

· Robust and tested interruption plans, including "slow sown" and "stop" procedures for all supply and contractor agreements.

· Site layouts and planning to facilitate swift roll-out of social distancing requirements.

2

Adverse macroeconomic conditions * (Responsible Executive: Group Chief Executive)

(Impact on strategy-Growth/Returns) (risk change-no change)


A decline in macroeconomic conditions, or conditions in the UK residential property market, can reduce the propensity to buy homes. Higher unemployment, interest rates and inflation can affect consumer confidence and reduce demand for new homes. Constraints on mortgage availability, or higher costs of mortgage funding, may make it more difficult to sell homes.

· Funds are allocated between the Housebuilding and Partnerships businesses.

· In Housebuilding, land is purchased based on planning prospects, forecast demand and market resilience.

· In Partnerships, contracts are phased and, where possible, subject to viability testing.

· In all cases, forward sales, cash flow and work in progress are carefully monitored to give the Group time to react to changing market conditions.

 

3

Adverse changes to Government policy and regulation* (Responsible Executive: Group Company Secretary and General Counsel)

(Impact on strategy - Growth/Returns/Sustainability) (risk change-no change)


Adverse changes to Government policy in areas such as tax, housing, planning, the environment and building regulations may result in increased costs and/or delays. Failure to comply with laws and regulations could expose the Group to penalties and reputational damage.

 

 

· The potential impact of changes in Government policy and new laws and regulations are monitored and communicated throughout the business.

· Detailed policies and procedures are in place to address the prevailing regulations. 

4

Constraints on construction resources* (Responsible Executive: Chief Executive, Partnerships North)

(Impact on strategy-Growth/Returns) (risk change-no change)


Costs may increase beyond budget due to the reduced availability of skilled labour or shortages of sub-contractors or building materials at competitive prices to support the Group's growth ambitions.  The Group's strategic geographic expansion may be at risk if new supply chains cannot be established.

 

· Optimise use of standard house types and design to maximise buying power.

· Use of strategic suppliers to leverage volume price reductions and minimise unforeseen disruption.

· Robust contract terms to control costs.

· Modular panel factory mitigates supply chain exposures. 

5

Programme delay (rising project complexity) (Responsible Executives: Each Divisional CEO)

(Impact on strategy-Growth/Returns) (risk change-no change)


Failure to secure timely planning permission on economically viable terms or poor project forecasting, unforeseen operational delays due to technical issues, disputes with third-party contractors or suppliers, bad weather or changes in purchaser requirements may cause delay or potentially termination of a project. 

· The budgeted programme for each site is approved by the Divisional Board before acquisition.

· Sites are managed as a portfolio to control overall Group delivery risk.

· Weekly monitoring at both divisional and Group level. 

6

Inability to attract and retain talented employees (Responsible Executive: Group Chief People Officer

(Impact on strategy-Growth/Returns/Resilience/Sustainability) (risk change-no change)


Inability to attract and retain highly skilled, competent people, with adequate diversity and inclusion, at all levels could adversely affect the Group's results, prospects and financial condition. 

· Remuneration packages are regularly benchmarked against industry standards to ensure competitiveness.

· Succession plans are in place for all key roles within the Group.

· Exit interviews are used to identify any areas for improvement.

 

7

Inadequate health, safety and environmental procedures (Responsible Executive: Group Chief Executive)

(Impact on strategy-Returns/Sustainability) (risk change-no change)


A deterioration in the Group's health, safety and environmental standards could put the Group's employees, contractors or the general public at risk of injury or death and could lead to litigation or penalties or damage the Group's reputation.

 

· Procedures, training and reporting are all carefully monitored to ensure that high standards are maintained.

· An environmental risk assessment is carried out prior to any land acquisition.

· Appropriate insurance is in place to cover the risks associated with housebuilding.

8

Cyber security (Responsible Executive: Group Chief Financial Officer)

(Impact on strategy-Returns/Resilience) (risk change-no change)


A failure of the Group's IT systems or a security breach of the internal systems, website or loss of data could significantly impact the Group's business.

· Maintenance and communication of Group-wide IT policies and procedures.

· Regular systems updates, backups and storage of data off-site.

· Compulsory GDPR and IT/cyber risk training for all employees within the business.

· All systems have the ability to accommodate home working.

· Third-party assessments, including penetration testing.

9

Reputational damage (Responsible Executive: Group Chief Executive)

(Impact on strategy-Growth/Returns/Resilience/Sustainability) (risk change-no change)


The perception of Countryside, its brand and values deteriorate in the eyes of investors, customers, suppliers, local authorities, housing associations, banks, analysts or auditors which could lead to increased operational and financial risks.

· Agreement of Company "purpose" and implementation of culture and values to support agreed strategy.

· Code of Conduct and Business Ethics.

· Alignment of actions with cultural values.

· Clear environmental, social and governance objectives and plan to achieve them.

· Clear Whistleblowing Policy and independent whistleblowing reporting hotline.

· Shareholder engagement programme.

 

*

The Board's review of risk, including the principal risks, takes into account the known and forecast developments flowing from plans being made for the termination of the "transition phase" on 31 December 2020, following the UK's exit from the European Union on 31 January 2020 ("Brexit").  Brexit affects many of the principal risks, but particularly those marked with an asterisk.

 

 

 

RELATED PARTY TRANSACTIONS

 

Transactions with joint ventures and associate

 

 

Joint ventures

Associate

2020

£m

2019

£m

2020

£m

2019

£m

Sales during the year

14.8

29.8

0.2

2.4

Net advances to joint ventures and associate at 1 October

Net advances/(repayments) during the year

49.3 19.8

56.1

(6.8)

-

-

-

-

Net advances to joint ventures and associate at 30 September

69.1

49.3

-

-

 

 

The transactions noted above are between the Group and its joint ventures and associate, the details of which are described in Note 14 and Note 15 respectively.

 

Sales of goods and services to related parties related principally to the provision of services to the joint ventures and associate at contractually agreed prices.  No purchases were made by the Group from its joint ventures or associate.  The amounts outstanding ordinarily bear no interest and will be settled in cash.

 

Remuneration of key management personnel

Key management personnel are deemed to be the Executive Committee, along with other Directors of the Company, including the Non-Executive Directors.  The aggregate remuneration of these personnel during the year was £5.2m (2019: £11.0m).

 

Transactions with key management personnel

During the year ended 30 September 2020, one close family member of Ian Sutcliffe and two close family members of Phillip Lyons were employed by a subsidiary of the Group.  All these individuals were recruited through the normal interview process and are employed at salaries commensurate with their experience and roles.  The combined annual salary and benefits of these individuals is less than £190,000 (2019: three individuals less than £190,000).

 

On 23 July 2020, the Company carried out a non-pre-emptive placing of ordinary shares at a placing price of 335 pence (Note 23).  The Board of Directors along with their close family members and members of the Executive Committee participated in the placing, purchasing a total of 119,997 new ordinary shares.

Transactions with significant shareholders

Standard Life Aberdeen ("SLA") and Aviva Investors ("Aviva") are substantial shareholders of the Group and classify as related parties for the purposes of the Listing Rules.  Both shareholders participated in the
non-pre-emptive placing noted above with SLA subscribing to 9,084,169 shares for total consideration of £30.4m and Aviva subscribing to 6,509,512 shares for total consideration of £21.8m.  The participation in the placing by SLA and Aviva constitutes a smaller related party transaction for the purpose of Listing Rule 11.1.10R.

 

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

 

Company law requires the Directors to prepare financial statements for each financial year.  Under that law the Directors have prepared the Group financial statements in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law).  Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent company and of the profit or loss of the Group and parent company for that period.  In preparing the financial statements, the Directors are required to:

 

· select suitable accounting policies and then apply them consistently;

· state whether applicable IFRSs as adopted by the European Union have been followed for the Group financial statements and United Kingdom Accounting Standards, comprising FRS 102, have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements;

 

· make judgements and accounting estimates that are reasonable and prudent; and

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

 

The Directors are also responsible for safeguarding the assets of the Group and parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and parent company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and parent company and 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.

 

The Directors are responsible for the maintenance and integrity of the parent 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 Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group and parent company's performance, business model and strategy.

 

Each of the Directors, whose names and functions are listed in the Board of Directors section, confirms that, to the best of their knowledge:

 

· the parent company financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law), give a true and fair view of the assets, liabilities, financial position and loss of the Company;

 

· the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and loss of the Group; and

 

· the Directors' Report includes a fair review of the development and performance of the business and the position of the Group and parent company, together with a description of the principal risks and uncertainties that it faces.

 

 

 

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