B&M European Value Retail S.A. Annual Financial Report and Notice of AGM (5404P)

TIDMBME

RNS Number : 5404P

B&M European Value Retail S.A.

21 June 2022

21 June 202 2

B&M European Value Retail S.A.

Annual Report & Accounts 202 2 and Notice of Annual General Meeting

B&M European Value Retail S.A. (the "Company"), the UK's leading variety goods value retailer, announces that it has released today the Company's Annual Report and Accounts for the financial year ended March 202 2 and posted to shareholders the convening Notice to its Annual General Meeting.

The Annual General Meeting of the Company will be held at the Sofitel Grand-Ducal, 3 5, Rue du Laboratoire , L- 1911 Luxembourg, Grand-Duchy of Luxembourg on Thursday 2 8 July 202 2 at 12:00 noon (CET).

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

website in the investors section on the following page :   www.bandmretail.com/investors/agm.aspx . 

-- A nnual Report and & Accounts 202 2 ;

-- Notice of 2022 Annual General Meeting; and

-- Form of Proxy for the Annual General Meeting.

In accordance with Disclosure and Transparency Rule 6.3.5R (DTR 6.3.5R) and the requirements which it imposes on how to make public annual financial reports, the information in the Appendix to this announcement below is extracted from the Annual Report & Accounts 202 2 and should be read in conjunction with the Company's P reliminary results announcement for the year ended 2 6 March 202 2 which was issued on 31 May 202 2 and contained the Company's preliminary consolidated financial statements ; information on important events that have occurred during the financial year and their impact on the financial statements ; details of related party transactions and the statement of directors' responsibilities. That information (a copy of which is available on the Company's website at www.bandmretail.com ) together with the information set out in the Appendix below constitutes the material required by DTR 6.3.5R to be communicated to the media in unedited full text through a Regulatory Information Service.

This announcement is not a substitute for reading the Annual Report & Accounts 202 2 in its entirety. Page references in the Appendix below are page numbers of the Company's Annual Report & Accounts 202 2 .

Enquiries

B&M European Value Retail S.A.

For further information please contact [phone]

Simon Arora, Chief Executive

Alex Russo, Chief Financial Officer

[e-mail]

Media

For media please contact [phone]

Sam Cartwright, Maitland

[e-mail]

APPIX

The principal risks and uncertainties relating to the Company are as set out in pages 2 6 to 3 4 inclusive of the Annual Report & Accounts 202 2 .

The following is extracted in full and unedited text from the "Principal risks and uncertainties" section of the Annual Report & Accounts 202 2 and is repeated here solely for the purpose of complying with DTR 6.3.5R.

PRINCIPAL RISKS AND UNCERTAINTIE S

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

The Group's risks and mitigations are reviewed as part of the oversight of the system of internal controls by the Audit & Risk Committee. They are reported on to the Board, which takes overall responsibility for the risk management of the Group.

The Group's Internal Audit function assesses the ongoing business risks of the Group. It reports on the effectiveness of internal control procedures to the Audit & Risk Committee. In assessing risk, it considers the Group's risk mitigating actions and provides recommendations to management to improve business processes and limit their exposure to risk.

The Group's approach to reviewing risk appetite is part of an annual risk management cycle, which is used to drive and inform actions in relation to the principal risks identified by the Board. As part of that process, the Group's appetite for risk is defined with reference to the expectations of the Board for both commercial opportunity and internal control. It is then used for setting the Group's internal audit plan each year.

Risk management evaluation

The Group's executive management are responsible for identifying and evaluating new and emerging risks and mitigating actions.

The Audit & Risk Committee, together with the support of the Group's Internal Audit department and the Group's General Counsel, is responsible for monitoring risks and mitigating actions and reporting any matters of concern to the Board.

The Board is responsible for overseeing risk management of the Group. It considers the recommendations made by the Audit & Risk Committee and determines the framework of the type of controls and mitigating steps which are to be implemented. That evaluation of risk and controls is carried out in the context of how those risks could impact the overall objectives of the Group.

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

Group Internal Audit reports to the Audit & Risk Committee at each of its meetings during the year on the progress of management's implementation of recommended actions to mitigate risks.

Principal risks

Covid-19 continues to remain a principal risk but its overall impact to B&M has reduced with the lifting of government restrictions and widespread vaccination programmes in the UK and France. Economic environment risks have been impacted by a cost of living crisis; supply chain risk affected by supply disruption in Asia; and commodity price increases due to inflationary pressure. This means that some of these risks have increased in likelihood and/or impact. The global increase in malware and ransomware means that the likelihood of cyber security risks has increased. Other principal risks have either reduced or remained stable.

None of the principal risks included in the 2020/21 financial year have been removed and no new ones have been added.

Assessment of risks

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

The heat map indicates the Board's view of the likely degree of impact of each risk after taking into account the risk mitigations referred to in the principal risks table below.

Principal risks table

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

The risks set out in the table are not exhaustive but represent the main risks to the Group in relation to the period under review.

Climate change

Climate change was considered at the Group's annual strategy day in March 2022. It was determined, at that time, that climate change does not represent a principal risk given the detailed risk assessment performed by management this year and how the outcome of that assessment compares to the principal risks already identified. However, this assessment will be reviewed at least annually by management and the Board.

We have embedded a climate change perspective into the ongoing assessment of our internal corporate risk register and will continue to review our risk management process. Our climate risk impact framework will be continuously updated and monitored, with full reviews occurring on an ongoing basis, facilitated by the Group Internal Audit function.

Link to strategy key

A Delivering great value to our customers

B Investing in new stores

C Developing our international business

D Investing in people and infrastructure

Risk change key

Increased risk

     -     No change 

Decreased risk

 
1           Covid-19 
Description & potential impact                                                                     Strategic Priority    Change 
Prolonged social restrictions due to the coronavirus or any reoccurrence of government 
restrictions                                                                                                    A B C D 
in the UK, France or China could impact consumer demand, supply chains, the ability of 
colleagues 
to work and our stores continuing to operate at expected levels of profitability. It could 
also affect the timing of new store openings in relation to completion of works by 
contractors. 
Risk Mitigations                                                    Key Actions in 2021/22 
 
  *    The categories of goods which the B&M UK and Heron             *    The plans put in place by the B&M UK business in 
       Foods businesses sell are essential goods within the                order to protect our supply chain (as referred to 
       UK Government guidelines.                                           below under the key actions in relation to Supply 
                                                                           Chain risk) have continued to protect the business 
                                                                           from any material disruption to supplies, costs or 

  *    Maintaining sufficient liquidity for our ongoing                    prices, with those risks having been managed and 
       operations.                                                         offset by stock cover held in the UK of c.12 weeks 
                                                                           cover for general merchandise goods. 
 
  *    Maintaining (i) flexibility in our distribution 
       network and with suppliers to cope with additional             *    Government policy in France in relation to Covid 
       demand in relation to FMCG items, and (ii) controls                 restrictions differed to the UK approach, and our 
       of orders of lines where demand has slowed to protect               French business remained responsive to the changing 
       against over-stocking in certain categories.                        requirements during the early part of the financial 
                                                                           year. 
 
 
                                                                      *    The Group's approach to flexible working arrangements 
                                                                           supported colleagues in relation to working hours and 
                                                                           homeworking arrangements throughout the year. 
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    2       Supply chain 
Description & potential impact                                                                     Strategic Priority    Change 
Imported goods from China represent a significant proportion of the Group's general 
merchandise                                                                                                           A 
products. Lead time delays in the supply chain could result in lower sales and potential 
loss 
of margin through higher markdowns. Disruption to the supply chain arising from civil 
unrest, 
natural disasters, diseases and pandemics, ethical trading issues or quality standards 
failures 
could impact our trading performance and brand reputation. 
Risk Mitigations                                                    Key Actions in 2021/22 
 
     *    The Group has an experienced buying team which is           *    Stock cover in the B&M UK business of over 12 weeks 
          responsible for maintaining an efficient and                     on general merchandise imported goods ensures levels 
          effective supply chain.                                          of inventory are adequate to meet periods of supplier 
                                                                           delay. 
 
     *    A range of alternative supply sources are maintained 
          across the product categories and we are not                *    Internal review of supplier social compliance process 
          over-reliant on any one single supplier.                         and appointment of Sustainability Manager to monitor 
                                                                           transparency in the supply chain. 
 
     *    The Group has anti-bribery & corruption and modern 
          slavery & human trafficking policies in place in            *    Working with suppliers and freight forwarders to 
          relation to its supply chain.                                    forecast and remain vigilant in relation to 
                                                                           challenges regarding the transportation of goods. 
 
     *    A combination of individual buyers and sourcing agent 
          employees conduct supplier factory visits where this 
          is possible given local Covid restrictions. 
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    3       Competition 
Description & potential impact                                                                     Strategic Priority    Change 
The Group operates in highly competitive retail markets in the UK and France which could 
materially                                                                                                  A C D 
impact the Group's profitability, share price and limit growth opportunities. 
Risk Mitigations                                                    Key Actions in 2021/22 
 
  *    Continuous monitoring of competitor pricing and                *    The Group has continued to maintain its strict SKU 
       product offering.                                                   count discipline within product ranges, which enables 
                                                                           it to react quickly to ever changing consumer tastes, 
                                                                           trends and buying habits. 
  *    Development of new product ranges within the product 
       categories to identify new market opportunities and 
       target new customers.                                          *    The Group commissioned a customer insight survey to 
                                                                           measure our strengths and weaknesses against our 
                                                                           competitors, to provide management with indicators of 
                                                                           where the Group can improve our competitive edge 
                                                                           relative to our peer group and other discount 
                                                                           retailers. This allows the Group to track progress 
                                                                           against each of the indicators and outputs from those 
                                                                           surveys. 
 
 
                                                                      *    Around half of the Group's revenues in the period 
                                                                           continues to come from food and FMCG goods. This has 
                                                                           allowed the Group to remain insulated from any down 
                                                                           turn in consumer spending and resilient against our 
                                                                           competitors whilst continuing to meet our customers' 
                                                                           needs. 
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    4       Economic environment 
Description & potential impact                                                                     Strategic Priority    Change 
A reduction in consumer confidence could impact upon customer spending, and subsequently 
revenue                                                                                                         A B C D 
and profitability, as a result of the prevailing macroeconomic conditions in the markets 
in 
which we operate. 
Risk Mitigations                                                    Key Actions in 2021/22 
 
  *    We offer a range of products and price points for              *    The Group has continued to ensure that we remain 
       consumers which allows them to trade up and down.                   focused on only stocking the top best-selling lines 
                                                                           across our ranges. We have continued to work hard to 
                                                                           ensure our stores remained well stocked with the 
  *    We maintain a low cost business model that allows us                best-selling products on a daily basis. 
       to maintain our selling prices as low as possible. 
 
                                                                      *    Management has continued to proactively respond to 
  *    We have an effective forecasting process that enables               changing sales patterns throughout the year noting 
       actions to be undertaken reflecting economic                        that customers still make discretionary purchases 
       conditions.                                                         albeit relatively low in value. The business was able 
                                                                           to respond to this demand as very few products 
                                                                           offered are high value items, with the majority being 
                                                                           priced below GBP50. 
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    5       Regulation and compliance 
Description & potential impact                                                                     Strategic Priority    Change 
The Group is subject to a range of regulatory and legislative requirements, including                                            - 
those                                                                                                       C D 
relating to the importation of goods, anti-bribery and corruption, anti-modern slavery, 
anti-tax 
avoidance & evasion, health & safety, employment law, general data protection regulation 
("GDPR"), 
control of pollution and contamination to the environment, the Listing Rules, Transparency 
laws and regulations and the Groceries Supply Code of Practice (the "Groceries Code"). The 
impact of failure to comply with laws and regulations could lead to financial penalties 
and 
significant reputational damage. 

Risk Mitigations                                                    Key Actions in 2021/22 
 
  *    The Group has a number of policies and codes,                  *    Mandatory training for all management and support 
       including a code of conduct which incorporates an                   centre colleagues using an e-learning portal has 
       anti-bribery & corruption policy, which outlines the                continued throughout the year. 
       mandatory requirements we apply to our business. Our 
       codes and policies are communicated to staff along 
       with our employee handbook which is made available to          *    Our Groceries Code Compliance Officer and Group 
       everyone joining the business.                                      Internal Audit team have actively engaged during the 
                                                                           year with the Groceries Code Adjudicator ("GCA") in 
                                                                           relation to our action plans and follow-up work 
  *    Management are responsible for liaising with the                    during the year. 
       Group's General Counsel (and external advisors where 
       required) to ensure that we identify and manage 
       compliance with all applicable new legislation and             *    The Group has implemented reporting in line with the 
       regulations which apply to us in Luxembourg, the UK                 Task Force on Climate-related Financial Disclosures. 
       and France. Changes in legal and regulatory matters 
       are monitored closely on a regular basis by the 
       Group's General Counsel, who provides reports on new 
       regulatory developments directly to the Board as well 
       as its Committees and Executive Management. The 
       Internal Audit function of the Group includes 
       assurance testing and auditing of the Group's 
       implementation of new areas of regulatory compliance. 
 
 
  *    We have a whistle-blowing procedure and policy which 
       allows colleagues to confidentially report any 
       concerns or inappropriate behaviour within our 
       business. 
 
 
  *    In relation to anti-modern slavery and other 
       standards relating to human rights within our supply 
       chain, the Buying teams are charged with ensuring 
       that every supplier is required to adhere to our 
       Workplace Policy standards. 
 
 
  *    The Company has a Group-wide GDPR policy. Our privacy 
       policies, processes in relation to data subject 
       rights requests, privacy notices given to all our 
       colleagues, and privacy notices for users of our 
       websites and subscribers to our online mailing lists 
       are reviewed to ensure they are GDPR compliant. 
 
 
  *    Our Groceries Code compliance programme includes 
       guidance and training for colleagues, monitoring of 
       compliance, reporting of potential non-compliance 
       issues, dispute resolution procedures and a Code 
       Compliance Officer who oversees compliance and the 
       resolution of code related issues with suppliers in 
       the event of escalation being necessary or required 
       by a supplier. Oversight of our compliance with the 
       Grocery Code is carried out by management and 
       reviewed by the Audit & Risk Committee as a standing 
       agenda item at each of the meetings of that committee 
       throughout each year. 
    6       International expansion 
Description & potential impact                                                                     Strategic Priority    Change 
Developing our businesses in new market territories is important to the Group's strategic 
plans. Expanding into new markets creates additional challenges and risks which could                                 C 
impact 
the overall performance of the Group, its growth and profitability. 
Risk Mitigations                                                    Key Actions in 2021/22 
 
  *    The Group has international retail experience on the           *    We continued to strengthen the senior leadership team 
       Board.                                                              in France with the new appointment of a Supply Chain 
                                                                           Director (France) and secondment of management from 
                                                                           the UK to transfer operational knowledge to 
  *    The Group will continue to support the development of               colleagues in France. 
       the experienced senior leadership teams in France in 
       key operational areas. 
                                                                      *    We completed the fascia rebrand of all stores in 
                                                                           France which has delivered a strong improvement in 
  *    The Group assesses markets in which the business                    financial performance. 
       operates or might expand into, to ensure they are 
       appropriate for value retailing and that product 
       ranges are developed and selected by local buying 
       teams along with access to leverage from the Group's 
       supply chain. 
 
 
  *    The Group continues to invest in both the 
       infrastructure and technology of our French business. 
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    7       Warehouse infrastructure 
Description & potential impact                                                                     Strategic Priority    Change 
The loss of one of our distribution centres or failure to maintain and invest in our                                             - 
warehousing                                                                                                 B D 
and transport infrastructure as the business continues to grow its store portfolio, could 
materially impact short/medium term trading and the profitability of the business. 
Risk Mitigations                                                    Key Actions in 2021/22 
 
  *    Forward plans have been implemented for additional             *    We have commenced the roll out of the upgraded JDA 
       warehousing capacity to support our new store opening               Warehouse Management System. We plan to complete the 
       programme. The Group in the UK has seven separate                   remaining sites in FY23. 
       distribution centres, plus a further two in France. 
 
                                                                      *    The vast majority of product SKU's now have dual 
  *    The Group maintains adequate business interruption                  locations within our UK Distribution Centre estate, 
       and increased cost of working insurance in the event                so in the short term if a Distribution Centre was out 
       of a loss of a distribution centre.                                 of operation our stores could continue to be serviced 
                                                                           with the full range of product SKU's by the rest of 
                                                                           the Distribution Centres without significant 
                                                                           replenishment delays. 
 
 
                                                                      *    B&M's UK business has access to container storage 
                                                                           yards in the north and the south of England, allowing 
                                                                           greater flexibility for re-routing stock to other 
                                                                           Distribution Centres at short notice if a 
                                                                           Distribution Centre was carrying a surplus or was out 
                                                                           of operation. 
 
 
                                                                      *    The Board annually reviews its short and medium term 
                                                                           distribution infrastructure requirements. 
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    8       IT systems, cyber security and business continuity 
Description & potential impact                                                                     Strategic Priority    Change 
The Group is reliant upon key IT systems, and disruption to such systems would adversely 
affect                                                                                                      D 
business operations including those at the distribution centres and stores. The potential 
impact of a failure to protect and maintain our data and systems could lead to significant 
business disruption, reputational damage and in the case of a loss of personal data, 
potential 
prosecution. This also applies to any failure to protect the Group's IT systems and data 
from 
viruses, cyber invasive threats, corruption or sabotage. 
Risk Mitigations                                                    Key Actions in 2021/22 
 
  *    All critical business systems have third party                 *    IT cyber security and PCI controls in relation to 
       maintenance contracts in place and those systems are                processing card transactions are continually reviewed 
       industry standard retail business systems.                          to ensure updates in line with payment card industry 
                                                                           standards. 
 
  *    IT investments and budgets are reviewed and approved 

       at Board level.                                                *    The B&M fascia business has implemented an Endpoint 
                                                                           Security Platform and Advanced Malware Protection to 
                                                                           improve cyber security. We continue to investigate 
  *    The Group has a disaster recovery strategy and plan                 ways to improve our cyber protection especially from 
       in place for all of our key systems.                                ransomware using the Protect, Recover and Ensure 
                                                                           Business Continuity model. 
 
  *    The Group has an ongoing Payment Card Industry 
       compliance strategy.                                           *    A 3 year phased programme of improvements and 
                                                                           upgrades to IT systems and infrastructure commenced 
                                                                           in FY22 with approval of the Board. This programme 
  *    IT security is monitored at Board level and includes                includes improvements to the Group Finance system, 
       penetration testing and up-to-date security software.               networks and segregation, data centre improvements 
                                                                           and migration of email to the cloud. 
 
  *    Significant decisions for the business are made by 
       the Group or operational boards with segregation of 
       duties enforced on key business processes, such as 
       the payables process, and a robust IT control 
       environment is in place. 
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9           Commodity prices/cost inflation 
Description & potential impact                                                                     Strategic Priority    Change 
Escalation of costs within the supply chain arising from factors such as increases in raw                 A 
material and wage costs could adversely affect the profitability of the business. 
Additionally, 
increased fuel and energy costs could impact upon distribution, logistics and store 
overheads. 
Risk Mitigations                                                    Key Actions in 2021/22 
 
  *    Freight rates, energy and currency are forward                 *    The Group has freight rate agreements in place with 
       purchased to mitigate against volatility and to allow               freight forwarders with set prices at least 12 months 
       the business to plan and maintain margins.                          ahead. 
 
 
  *    Wage increases are offset where possible by                    *    A Building Energy Management System controls energy 
       productivity improvements.                                          consumption at stores more effectively and roll out 
                                                                           of LED lighting across all stores is helping to 
                                                                           mitigate rising energy costs. 
  *    Forecasts and projections produced by the business 
       include the expected impact of the national living 
       wage and therefore the Board's strategic planning 
       takes account of that. 
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    10      Key management reliance 
Description & potential impact                                                                     Strategic Priority    Change 
The Group is reliant on the high quality and ethos of the executive team as well as strong                            D             - 
management and operational teams. There is a risk that a lack of succession planning for 
senior 
colleagues could impact the performance overall of the business. 
Risk Mitigations                                                    Key Actions in 2021/22 
 
  *    Key senior and operational management are                      *    Succession planning has been regularly reviewed by 
       appropriately incentivised through bonus and share                  the Nomination Committee throughout the year ensuring 
       option arrangements to retain talent.                               succession plans for key senior management through to 
                                                                           executive positions. 
 
  *    The composition of the executive team is kept under 
       constant review to ensure that it has the necessary            *    The Group has continued to strengthen the senior 
       resources and skills to deliver the Group's plans.                  management teams of its businesses. This has included 
                                                                           (i) the appointment of a new General Counsel 
                                                                           following the retirement of the previous General 
  *    The Nomination Committee has developed succession                   Counsel early this year, and (ii) the appointment of 
       plans for the Board of Directors and key senior                     a new Supply Chain Director (France) to enhance the 
       operational management resourcing positions. It also                French Leadership team. 
       reviewed the wider senior management resourcing needs 
       of the Group. 
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    11      Store expansion 
Description & potential impact                                                                     Strategic Priority    Change 
The ability to identify suitably profitable new store locations is key to delivering our                              B             - 
growth 
plans. Failure to identify suitable locations in areas targeted for new stores could 
impact 
upon store expansion plans and reduce the rate of growth in the business. 
Risk Mitigations                                                    Key Actions in 2021/22 
 
  *    Our CEO actively monitors the availability of retail           *    The B&M UK business continues to take steps where new 
       space with the support of internal and external                     store opening opportunities exist in current store 
       property acquisition consultants.                                   locations, to replace older generation stores with 
                                                                           better quality sites and premises and via acquisition 
                                                                           of adjacent space to expand stores and optimise 
  *    The flexibility of the trading format allows us to                  performance. 
       take advantage of a range of store sizes and 
       locations. 
 
 
  *    Each new store opening is approved by the CEO 
       ensuring that property risks are minimised and that 
       lease lengths are appropriate. 
 
 
  *    Where new locations may impact on existing locations, 
       the cannibalisation effects are estimated and then 
       monitored and measured to ensure that there is an 
       overall benefit to the Group. 
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    12      Stock management 
Description & potential impact                                                                     Strategic Priority    Change 
Ineffective controls over the management of stock could impact the achievement of our                                 A             - 
gross 
margin objectives. Lack of product availability or over-stocking could impact working 
capital 
and cash flows. 
Risk Mitigations                                                    Key Actions in 2021/22 
 
  *    The Group has a highly disciplined limited SKU count           *    Despite the disruption to supply chains in the Far 
       throughout our product ranges and effective regular                 East and Asia the Group has aimed to maintain at 
       markdowns on slow moving product lines.                             least three months of stock cover throughout the 
                                                                           year. 
 
  *    Our non-seasonal initial stock orders do not exceed 
       circa 12 weeks of forecast sales and action is 
       undertaken after circa 4 weeks of trading to either 
       repeat the order, refresh the product design or 
       discontinue the product line. 
 
 
  *    Consistent levels of stock cover by product category 
       are maintained through regular reviews of the 
       open-to-buy process, supported by the disciplined SKU 
       count. 
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June 21, 2022 02:00 ET (06:00 GMT)