Dr. Martens PLC Annual Financial Report (7046D)

TIDMDOCS

RNS Number : 7046D

Dr. Martens PLC

01 July 2021

Dr. Martens plc (the "Company")

2021 Annual Report and Notice of Annual General Meeting

Further to the announcement of its preliminary results for the financial year ended 31 March 2021, the Company announces that the following documents are today published and are available to view on its website, www.drmartensplc.com:

-- Annual Report and Accounts for the financial year ended 31 March 2021 (the "2021 Annual Report")

-- Notice of the 2021 Annual General Meeting to be held on 29 July 2021 (the "2021 Notice of Meeting")

Pursuant to Listing Rule 9.6.1, the following documents have also been submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism shortly:

   --    2021 Annual Report 
   --    2021 Notice of Meeting 
   --    Form of Proxy for the 2021 Annual General Meeting 

In compliance with rule 6.3.5R of the Disclosure Guidance and Transparency Rules, the abovementioned documents are also available on the Company's website, www.drmartensplc.com.

The 2021 Annual General Meeting (the "AGM") will take place at 9.00am on Thursday 29 July 2021 at 28 Jamestown Road, Camden, London, NW1 7BY. Please note that due to the ongoing Covid-19 pandemic, shareholders are strongly encouraged not to attend the meeting in person and to vote in advance either electronically or by appointing the Chairman of the Meeting as their proxy. Shareholders are also invited to submit questions relating to the business of the meeting in advance, as detailed in the 2021 Notice of Meeting. The total of the votes cast by shareholders for, against or withheld on each of the resolutions to be put to the meeting will be published on drmartensplc.com shortly after the meeting.

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 released on 17 June 2021. That information, together with the information set out in the Appendix below (which is extracted from the 2021 Annual Report), constitutes the material required for the purposes of compliance with rule 6.3.5R of the Disclosure Guidance and Transparency Rules. This announcement is not a substitute for reading the full 2021 Annual Report. The Company's full preliminary results announcement can be viewed at drmartensplc.com.

Emily Reichwald

General Counsel and Company Secretary

1 July 2021

APPIX

In compliance with Disclosure Guidance and Transparency Rule 6.3.5, the information that follows is extracted from the 2021 Annual Report and should be read in conjunction with the Company's preliminary results announcement released on 17 June 2021, both of which are available to view at drmartensplc.com. Together, these documents constitute the material required by rule 6.3.5 of the Disclosure Guidance and Transparency Rules to be communicated to the media in unedited full text through a Regulatory Information Service. All page and note references in the text set out below refer to page numbers in the 2021 Annual Report.

Principal Risks (pages 76 to 79)

The Board confirms that it has carried out a robust assessment of the Company's emerging and principal risks. Set out below is the Board's view of the principal risks currently facing the Company, along with examples of how this might impact us and an explanation of how the risks are managed or mitigated. We also indicate the link to our strategic priorities on page 30 and 31. An explanation of how the Company manages financial risks is also provided in note 21 to the financial statements on pages 172 to 175.

We have indicated the trend for each risk, based upon the changes from prior year, as well as looking forwards to future potential changes in risk.

We recognise that the Group is exposed to risks wider than those listed; however, we have disclosed those that we believe are likely to have the greatest impact on the Group delivering its strategic objectives.

   1.   BRAND AND PRODUCT 

Strategy link:

Consumer connection

Change from FY20:

No change.

Description:

We fail to develop and protect our brand and product.

Impacts of the risk:

   --       Brand is no longer perceived as relevant with consumers. 
   --       Negative media or social media coverage damages our brand. 
   --       Counterfeit or lookalike product impacts our sales and brand. 

-- Serious quality or product regulatory compliance issues resulting in product recall or compensation to consumers.

Examples of how we manage the risk:

   --       Research on consumer insights and trends. 
   --       Marketing and promotion activity to maximise brand value and exposure. 
   --       Monitoring and responding to social media and customer service issues. 
   --       Intellectual property expertise with robust enforcement strategy. 
   --       Robust quality and testing process on product. 

Where you can find more about this risk and how we manage it:

   --       Our brand and products on pages 4 and 5. 
   --       Business model on pages 22 and 23. 
   --       Stakeholder engagement with consumers on page 27. 
   --       Social and environmental management within the supply chain on pages 52 to 55. 
   2.   SOCIAL AND ENVIRONMENTAL 

Strategy link:

Consumer connection

Change from FY20:

Slight increase.

Description:

Our sustainability strategy and programme fail to deliver or do not meet stakeholder expectations.

Impacts of the risk:

-- Non-compliance or reputational concerns in supply chain potentially damage the brand resulting in lower sales.

-- Our product and business activities fail to keep pace with consumers' social and environmental expectations, resulting in lower sales growth,

-- Emerging risk: Climate change impacts upon our business or as a result of our business operations.

Examples of how we manage the risk:

   --       Wide range of stakeholders involved in developing and delivering sustainability programme. 
   --       External advice to ensure we adopt good practices. 

-- External assurance over key third party manufacturers, including human rights standards and modern slavery compliance.

   --       Environmental certification for Made in England factory. 
   --       Performing an initial assessment of climate risks and impact. 

Where you can find more about this risk and how we manage it:

   --       Stakeholder engagement on pages 24 to 29. 
   --       Sustainability section on pages 40 to 73. 
   3.   PEOPLE, CULTURE AND CHANGE 

Strategy link:

Build organisational culture and capability

Change from FY20:

Slight increase.

Description:

We fail to attract, retain and develop talent and capabilities required to deliver business strategy.

Impacts of the risk:

-- Failure to attract, retain and develop talent and capabilities required to deliver business strategy.

   --       Safety and security issues affecting our staff or customers. 

-- Level of ongoing transformation and change means that programmes and projects are not successful or business as usual activities are negatively impacted.

   --       Culture does not successfully evolve as business grows. 

Examples of how we manage the risk:

   --       Diversity, equity and inclusion (DE&I) programme with dedicated resources. 
   --       Regular engagement employee surveys with action plans. 

-- All employee share scheme being launched to allow employees to share in the future success of the Group.

-- Employee value proposition being refined, to reflect the benefits and value to employees of working at Dr. Martens.

   --       Talent management process. 
   --       Engagement and input from employees on flexible ways of working in a post-Covid world. 
   --       Senior leadership monitoring and oversight of all significant change programmes. 
   --       Dedicated Culture teams. 

Where you can find more about this risk and how we manage it:

   --       Stakeholder engagement with our people on page 26. 
   --       Sustainability section on our culture and DE&I on pages 64 to 67. 
   4.   SUPPLY CHAIN 

Strategy link:

Operational excellence

Change from FY20:

No change.

Description:

We fail to deliver the supply chain activity required to support business growth and consumer demand.

Impacts of the risk:

   --       Capacity restrictions in manufacturing and distribution. 
   --       Global trade restrictions and duties. 
   --       Global shipping disruption. 
   --       Raw material prices increase our cost of production. 

Examples of how we manage the risk:

   --       Diversification of supplier base across different markets. 
   --       Effective partnerships with third parties. 
   --       Rigorous forward planning including contingency for unexpected events. 
   --       External assurance over key third party suppliers. 
   --       Warehousing and distribution capacity adjusted to meet forecast demand. 

Where you can find more about this risk and how we manage it:

   --       Our strengths - infrastructure built to scale on page 11. 
   --       Stakeholder engagement with suppliers on page 28. 
   --       Our strategy - operational excellence on pages 30 and 31. 
   5.   INFORMATION AND CYBER SECURITY 

Strategy link:

Operational excellence

Change from FY20:

Slight increase.

Description:

We fail to maintain the confidentiality, integrity and availability of key information.

Impacts of the risk:

   --       Ecommerce or other key IT systems are target of cyber hacking or prolonged disruption. 
   --       Theft or loss of sensitive company, customer or employee data. 

-- New ways of working, including remote/hybrid working, potentially increase risk of loss of data.

Examples of how we manage the risk:

-- Implementation of an Information Security and Cyber Security programme with dedicated team.

-- Cyber risk maturity measured against recognised framework (NIST), with targets to drive continuous improvement.

   --       Cyber incident management process through playbooks and external partners. 
   --       Supplier information security reviews through vendor risk assessments. 

Where you can find more about this risk and how we manage it:

   --       Our strengths - infrastructure built to scale on page 11. 
   --       Our strategy - operational excellence on pages 30 and 31. 
   6.   FINANCIAL 

Strategy link:

Sustainable global growth

Change from FY20:

No change.

Description:

We fail to adequately forecast and manage financial risks, including meeting external reporting

requirements.

Impacts of the risk:

   --       Foreign exchange movements. 
   --       Cost inflation including commodity prices. 
   --       Liquidity and cash flow. 
   --       Interest rate risk on external bank debt. 
   --       Breach of covenants. 
   --       Excessive customer credit losses. 
   --       Major wholesale customer failure. 
   --       Internal or external fraud. 
   --       Financial reporting and internal controls non-compliance. 

Examples of how we manage the risk:

   --       Robust financial management framework with detailed reporting and forecasting. 
   --       Detailed cash flow forecasting including monitoring compliance with covenants. 
   --       Single finance ERP system across majority of markets. 
   --       Selected hedging of foreign exchange. 
   --       Tight control over customer credit terms. 
   --       Internal Audit and Risk function established. 
   --       Fraud risk assessment underway. 

Where you can find more about this risk and how we manage it:

   --       Finance review on pages 34 to 39. 
   --       Audit and Risk Committee report on pages 102 to 109. 
   --       Note 21 (Financial instruments) to the financial statements on pages 172 to 175. 
   7.   LEGAL AND COMPLIANCE 

Strategy link:

Operational excellence

Change from FY20:

No change.

Description:

We fail to comply with key laws and regulations.

Impacts of the risk:

   --       Bribery or corruption. 
   --       Trade sanctions non-compliance. 
   --       Anti-competitive behaviour. 
   --       Data protection non-compliance. 
   --       Potential fines and reputational damage. 

Examples of how we manage the risk:

   --       Tone from the top. 
   --       Code of conduct (the DOCtrine). 
   --       Policies, procedures and training covering key compliance risks. 
   --       Compliance function. 
   --       Data privacy programme, including compliance with applicable local laws. 

Where you can find more about this risk and how we manage it:

   --       Our culture and heritage - doing the right thing on page 6. 
   --       Sustainability governance and policies on pages 70 and 71. 

Statement of Directors' responsibilities (page 131)

Statement of Directors' responsibilities in respect of the Annual Report, the Strategic report, the Directors' report and the Financial Statements

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. The consolidated financial statements of the Group have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 and with International Financial Reporting Standards adopted pursuant to Regulation (EC) No. 1606/2002 as it

applies in the European Union. The financial statements comply with IFRS as issued by the International Accounting Standards Board (IASB). The Company financial statements have been prepared on a going concern basis under the historical cost convention and in accordance with

International Accounting Standards (Financial Reporting Standard 102 The Financial Reporting Standard applicable in UK and Republic of Ireland (FRS 102)) in conformity with the requirements of the Companies Act 2006.

Under company law the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

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

   --       select suitable accounting policies and then apply them consistently; 
   --       make judgements and accounting estimates that are reasonable and prudent; 

-- state whether applicable IFRS (as adopted by the EU) and applicable UK Accounting Standards (including FRS 102) have been followed, subject to any material departures disclosed and explained in the Group and parent company financial statements respectively;

-- 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, at any time and with reasonable accuracy, the financial position of the Company and the Group and to enable them to ensure that the financial statements and the Remuneration report comply with the Companies Act 2006 and, as regards the

Group financial statements, Article 4 of the IAS Regulation. 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 corporate and financial information on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility statement of the Directors in respect of the Annual Report

We confirm that, to the best of our 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 Directors' 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; and

-- 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 Dr. Martens plc are listed in the 2021 Annual Report and on drmartensplc.com.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

ACSWPUMUQUPGGCU

(END) Dow Jones Newswires

July 01, 2021 04:00 ET (08:00 GMT)