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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Ferguson Plc | LSE:FERG | London | Ordinary Share | JE00BJVNSS43 | ORD 10P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 135.00 | 0.80% | 16,970.00 | 16,995.00 | 17,010.00 | 17,030.00 | 16,835.00 | 16,845.00 | 75,514 | 16:35:13 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Plumb,heat Eq-hydronics-whsl | 29.73B | 1.89B | 9.3140 | 18.26 | 34.49B |
From Apr 2019 to Apr 2024
TIDMFERG
RNS Number : 4279Q
Ferguson PLC
18 October 2019
FERGUSON PLC
(the "Company")
Publication Announcement: Annual Report and Accounts 2019 and Notice of Annual General Meeting 2019
Further to the release of the Company's full year results announcement on 1 October 2019, the Company announces that it has today published its Annual Report and Accounts 2019 ("Annual Report 2019"). The Company also announces that it has today posted to shareholders the Notice of Annual General Meeting to be held on Thursday, 21 November 2019 (the "Notice"). These documents can be downloaded from the Company's website at www.fergusonplc.com.
In accordance with LR 9.6.1 and DTR 6.3.5(3) copies of the documents listed below have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm
-- Annual Report and Accounts 2019; and -- Notice of Annual General Meeting to be held on Thursday, 21 November 2019.
The Annual General Meeting will take place at 12:30pm, on Thursday, 21 November 2019 at The Lincoln Centre, 18 Lincoln's Inn Fields, London WC2A 3ED, United Kingdom.
The expected timetable for the Dividend and Annual General Meeting is set out below:
Hot Features
Premium
2019
Ordinary Shares marked ex-entitlement 24 October
to the Dividend
Record date for entitlement to the 6:00pm on 25 October
Dividend
Latest time and date for election to 5:00pm on 7 November
participate in the DRIP and submit
USD elections for the Dividend
Pound Sterling Dividend value announced 18 November
Latest time and date for receipt of 12:30pm on 19 November
Forms of Proxy from shareholders
Annual General Meeting 12:30pm on 21 November
Payment of the Dividend to shareholders 28 November
Purchase of Ordinary Shares for participants 28 November
in the DRIP in respect of the Dividend
Ordinary Shares purchased pursuant 3 December
to the DRIP in respect of the Dividend
credited to CREST accounts
If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by an announcement to a Regulatory Information Service ("RIS"). All definitions used in the Notice have the same meaning when used in this announcement.
Annual Report 2019
A condensed set of Ferguson 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 final results announcement on 1 October 2019. That information together with the information set out below which is extracted from the Annual Report 2019 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 2019. Page and note references in the text below refer to page numbers in the Annual Report 2019. To view the final results announcement, visit the Company website: www.fergusonplc.com.
Extract from Annual Report 2019
Principal risks and uncertainties
Principal risks:
A. New competitors and technology B. Market conditions C. Pressure on margins D. Information technology E. Health and safety F. Regulations G. Talent management and retention H. Macro political tax risk
The materialisation of these risks could have an adverse effect on the Group's results or financial condition. If more than one of these risks occur, the combined overall effect of such events may be compounded. The chart shows management's assessment of material risks. Various strategies are employed to reduce these inherent risks to an acceptable level. These are summarised in the tables on the following pages. The effectiveness of these mitigation strategies can change over time, for example with the acquisition or disposal of businesses. Some of these risks remain beyond the direct control of management. The risk management programme, including risk assessments, can therefore only provide reasonable but not absolute assurance that risks are managed to an acceptable level. As part of the ongoing risk management process, the Board and the Group's management have identified and assessed emerging risks, and worked with stakeholders to evaluate the impact of such risks to the business. Although none of these risks are deemed to be significant and are consequently not listed as one of the Group's principal risks, they are tracked in case they evolve to become more significant. One such risk relates to the geographical composition of the Group's shareholder register. If shareholders resident in the USA exceeds 50% of the total, the Group would be subject to additional US regulatory requirements, most notably SEC registration and reporting and Sarbanes Oxley compliance. A detailed beneficial ownership study is conducted on an annual basis to ensure compliance. Another emerging risk is climate change and the impact of this on our business. During the year, the Group commenced a project to get more clarity on the risk climate changes presents. During the year, the Group has convened subject matter experts from across our businesses to examine the specific risks and opportunities to the Group posed by climate change. The Group faces many other risks which, although important and subject to regular review, have been assessed as less significant and are not listed here. These include, for example, natural catastrophe and business interruption risks and certain financial risks. A summary of financial risks and their management is provided on page 25.
Risks to the drivers of profitable growth
The symbols shown at the bottom of this page are displayed alongside each risk on the following pages to indicate which of the strategic drivers of growth are most threatened by that risk.
A. New competitors and technology Risk is unchanged
Inherent risk Definition and Changes during Mitigation
level: High impact the year The Group develops
Trend: No change Wholesale and Ferguson Ventures and invests in
distribution has continued new business
businesses in its partnerships models, including
other industry with, and investments e-commerce, to
sectors have in, a range of respond to changing
been disrupted technology companies customer and
by the arrival that are operating consumer needs.
of new competitors in our markets This will allow
with lower cost and solving industry the Group to
transactional problems, and accelerate the
business models participating time to market
or new technologies in new business for new revenue
to aggregate models. During streams and gain
demand away from the year, we insight on new
incumbents. set up the Ferguson disruptive technologies
Ventures Innovation and trends.
The Board is Lab (based in
attuned to both Atlanta, Georgia), The Group remains
the risks and which is focused vigilant to the
opportunities on exploring threats and opportunities
presented by areas of innovation in this
these changes and disruption space. The development
and is actively by evaluating of new
engaged as the consumer and business models
Group takes action industry in our market
to respond. evolution in place is closely
technology and evaluated - both
service design. for
investment potential
In addition, and threats.
during the year,
our businesses
have adopted
next
generation technology
and the latest
digital tools
in order to improve
customer service
and effective
information sharing
(for example,
the Group's deployment
of Microsoft's
Teams
platform and
a shift to channel-based
communications).
B. Market conditions Risk is higher
Inherent risk Definition and Changes during Mitigation
level: High impact the year The Group cannot
Trend: Higher This risk relates This risk has control market
to the Group's increased during conditions but
exposure to short-term the year as US believes
macroeconomic market growth it has effective
conditions and moderated in measures in
market cycles the second half. place to respond
in our sector to changes.
(i.e. periodic The Group has
market downturns). maintained a Ferguson continues
strong to reinforce
Some of the factors balance sheet existing measures
driving market throughout the in place, including:
growth are beyond year
the Group's and other measures - the development
control and are have been taken of our business
difficult to to manage the model;
forecast. cost base - cost control,
in line with pricing and gross
Further information forecast growth. margin management
on the market initiatives,
trends can be The Group has including a focus
found in our again tested on customer service
regional its financial and productivity
reviews on pages forecasts, including improvement;
11 and 26 to cash flow projections, - resource allocation
41. against the impact processes; and
of a severe market - capital expenditure
downturn, see controls
pages 48 and and procedures.
49.
The UK's withdrawal
from the European
Union continues
to create a level
of uncertainty
affecting the
UK economy, although
this is not expected
to have a material
impact
on the Group
(see page 49).
C. Pressure on margins Risk is unchanged
Inherent risk Definition and Changes during Mitigation
level: High impact the year The Group's strategy
Trend: No change The Group's ability Pressure on margins for tackling
to maintain attractive remained high this issue remains
profit margins during the year, unchanged.
can be affected primarily due This includes
by a range of to levels of continuous improvements
factors. These competition. in customer service,
include levels product availability
of demand and In response, and inventory
competition in the Group has management. Revenues
our markets, continued to from e-commerce,
the arrival of manage its cost own brand, and
new competitors base other growth
with new business in line with sectors continue
models, the flexibility changes in expected to grow and the
of the Group's growth rates. Group has made
cost base, changes Business unit acquisitions
in the cost of performance, in these areas
commodities or including margins during 2018/19.
goods achieved, were Refer to
purchased, customer monitored on pages 10 and
or supplier consolidation a monthly basis 146 and 147 for
or manufacturers throughout the more information
shipping directly year. on acquisitions
to customers. during
Ongoing gross the year.
There is a risk margin was 10
that the Group basis points The performance
may not identify ahead in 2018/19 of each business
or respond effectively with growth driven unit is closely
to changes in by improved product monitored
these factors. mix and procurement and corrective
If it fails to efficiencies. action taken
do so, the amount when appropriate.
of profit
generated by Resource allocation
the Group could processes invest
be significantly capital in those
reduced. businesses capable
of generating
the best returns.
--------------------------- -------------------------- ---------------------------
D. Information technology ("IT") Risk is unchanged
----------------------------------------------- -------------------------------------------------------
Inherent risk Definition and Changes during Mitigation
level: High impact the year Business leadership
Trend: Unchanged Technology systems IT risks have is implementing
and data are remained material a comprehensive
fundamental to and are being change
the day-to-day closely monitored management programme
operations and as we implement designed
future growth the clearly defined to transition
and global current business
success of the technology strategy practices and
Group. The Group and roadmap (see norms to adopt
is increasingly page 19). new
dependent on business capabilities.
sophisticated Under the management
information technology of the Chief A Business Technology
and infrastructure. Information Officer, Centre of Excellence
IT risks are the Group is in place to
categorised as has made progress drive organisational
strategic and in implementing discipline around
operational. its technology the prioritisation
strategy and of business projects
Strategic risks roadmap, including to
are threats that commencing ensure alignment
could prevent significant upgrades with Ferguson's
execution of to its enterprise-wide strategic framework.
the IT strategic resources planning
plan such as systems. Implemented a
inadequate leadership, IT General Controls rolling three--year
poor allocation/ were roadmap of investments
management of independently in processes,
resources and/or tested by Internal resources and
poor execution Audit and findings technical defences
of the organisational reported to the necessary to
change of Audit Committee. continuously
management necessary This process address
to adopt and now emerging security
apply new business falls under the threats.
processes. normal Internal
Audit Group-level compliance
Operational risks Committee reporting processes continue
include business throughout to remain in
disruption resulting the year. place.
from system failures, Briefings on
fraud or criminal the status of Disaster recovery
activity. This the Group's systems, secondary
includes security IT strategy, data centres,
threats and its implementation resources
and/or failures have been provided and processes
in the ability to the Board, have been implemented
of the organisation the Audit Committee to ensure business
to operate, recover and the critical systems
and restore operations Executive Committee are recoverable
after such throughout in the event
disruptions. the year. of a major disaster.
While cyber security Regular Board Testing of critical
threats have update checkpoints infrastructure
resulted in minimal have been established and application
impact to date, to provide systems are in
this risk continues monitoring and place and have
to persist and oversight of been consistently
evolve. execution of executed across
the IT strategic the Group.
plan.
Insurance coverage
is in place,
including data
protection and
cyber liability.
--------------------------- -------------------------- ---------------------------
E. Health and safety Risk is unchanged
----------------------------------------------- -------------------------------------------------------
Inherent risk Definition and Changes during Mitigation
level: Medium impact the year Health and safety
Trend: No change The nature of The Group's strategic is a fundamental
Ferguson's operations plan is focused value in our
can expose its on the elimination organisation.
associates, contractors, and control of Our leaders have
customers, suppliers risks causing specific roles
and other individuals disabling injuries, to play and are
to health and improving our required to actively
safety risks. safety culture engage with our
and closing the associates in
Health and safety safety, health ensuring a healthier
incidents can and and safer
lead to loss environmental workplace. Our
of life or severe knowledge gap performance is
injuries. among our associates. reported and
The hiring and discussed at
deploying of both
health and safety the Executive
professionals Committee and
in the field Board meetings.
provides businesses
with technical The Group maintains
resources a health and
to more effectively safety policy,
mitigate risk. with detailed
Our efforts in minimum standards,
these areas have and standard
improved the operating procedures
overall performance which sets
of the Group, out requirements
see pages 42 for all businesses.
and 43 for more Branches are
information. audited against
these standards
and businesses
are
implementing
fundamental changes
to transform
our culture.
For more detail
see pages 42
and 43.
--------------------------- -------------------------- ---------------------------
F. Regulations Risk is lower
----------------------------------------------- -------------------------------------------------------
Inherent risk Definition and Changes during Mitigation
level: High impact the year The Group monitors
Trend: Lower The Group's operations There has been the law across
are affected no major change its markets to
by various statutes, in the level ensure the effects
regulations of regulation of changes are
and standards applying to the minimised
in the countries Group this year. and the Group
and markets in Following the complies with
which it operates. adoption of GDPR, all applicable
The amount of the procedures laws.
such regulation and controls
and the penalties implemented by The Group aligns
can vary. the relevant Company-wide
businesses within policies and
While the Group the Group to procedures with
is not engaged ensure compliance its key compliance
in a highly regulated were reviewed requirements
industry, it and improvement and monitors
is subject to measures put their implementation.
the laws governing in place.
businesses Briefings and
generally, including The Group's Code training on mandatory
laws relating of Conduct was topics and compliance
to competition, updated during requirements
product safety, the year and including anti-trust,
data is anti-bribery
protection, labour focused at clearly and corruption
and employment setting out the are undertaken.
practices, accounting standards that
and tax are expected
standards, international from our associates.
trade, fraud, This includes
bribery and corruption, the commitment
land usage, to strict compliance
the environment, with the various
health and safety, laws and
transportation regulations that
and other matters. apply wherever
the Group operates.
Violations of
certain laws Further information
and regulations on the Group's
may result in ethics and compliance
significant programme
fines and penalties can be found
and damage to on pages 18 and
the Group's reputation. 46.
--------------------------- -------------------------- ---------------------------
G. Talent management and retention Risk is unchanged
----------------------------------------------- -------------------------------------------------------
Inherent risk Definition and Changes during Mitigation
level: Medium impact the year All of the Group's
Trend: No change As the Group There has been businesses have
develops new no material change established performance
business models in the level management and
and new ways of associate succession planning
of working, it turnover during procedures.
needs to develop the year.
suitable skillsets. Reward packages
Kevin Murphy, for associates
Furthermore, the US CEO, will are designed
as the Group succeed John to attract and
continues to Martin as Group retain the best
execute a number Chief talent.
of strategic Executive on
change programmes, 19 November 2019. A new talent
it is important For further information, review process
that existing see pages 2 and was launched
skillsets and 3, 10, and 72 across the Group
talent to 75. to be aligned
are retained. with our
Talent management organisational
Failure to do procedures were strategy.
so could delay reviewed during The Group continues
the execution the year (see to invest in
of strategic page 17 for further associate development.
change information).
programmes, result
in a loss of
"corporate memory"
and reduce the
Group's supply
of future leaders.
--------------------------- -------------------------- ---------------------------
H. Macro political tax risk Risk is unchanged
----------------------------------------------- -------------------------------------------------------
Inherent risk Definition and Changes during Mitigation
level: High impact the year The Group is
Trend: No change The wider macro The Group's headquarters engaged with
political and were the relevant
economic situation relocated from tax authorities
is uncertain Switzerland to to proactively
in some of the the assess any proposed
territories in UK which facilitated changes in
which Ferguson the continued tax policy.
operates and simplification
changes of the Group's Once policy changes
could adversely corporate structure are fully assessed
impact the Group's in line with the Group will
business as well its strategy. ensure any
as the Group's Group Tax continues changes are reflected
future tax rate. to allocate resources in Ferguson's
A combination to ensure the tax strategy.
of growing international macro The Group assesses,
trade pressures, political uncertainties and takes appropriate
including trade-related are being appropriately action to respond
actions taken monitored and to,
by the USA and mitigation plans the impact of
China and rising updated when the introduction
debt levels, the need arises. of, and/or change
is creating political to, customs duties
and regulatory and tariffs on
uncertainty which imported products.
could
lead to changes
in the prevailing
tax regime and
adversely impact
the Group's results.
--------------------------- -------------------------- ---------------------------
Related Party Transactions
In the year ended 31 July 2019, the Group purchased goods and services on an arms length basis totalling $7 million from and owed $nil in respect of these goods and services to a company that is controlled by another company in respect of which one of the Group's Non Executive Directors is the chief executive officer.
There are no other related party transactions requiring disclosure under IAS 24 "Related Party Disclosures" in the years ended 31 July 2019 and 31 July 2018 other than the compensation of key management personnel which is set out in note 11.
2019 2018
Key management personnel compensation (including $m $m
Directors)
Salaries, bonuses and other short-term employee
benefits 13 14
----- -----
Post-employment benefits 1 1
----- -----
Termination benefits - 4
----- -----
Share-based payments 11 9
----- -----
Total compensation 25 28
----- -----
Further details of Directors' remuneration and share options are set out in the Remuneration Report on pages 80 to 106.
Directors' Responsibilities Statement
This statement is repeated here solely for the purpose of complying with DTR 6.3.5. This statement relates to and is extracted from the Annual Report 2019. It is not connected to the extracted information presented in this announcement or the preliminary results announcement released on 1 October 2019.
The Directors are responsible for preparing the Annual Report and Accounts 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 Financial Reporting Standards ("IFRSs") as adopted by the European Union and Article 4 of the IAS Regulation and have elected to prepare the parent company financial statements in
accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland". 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 the parent company 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
In preparing the Group financial statements, International Accounting Standard 1 requires that Directors:
-- properly select and apply accounting policies;
-- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
-- provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and
-- make an assessment of the Company's ability to continue as a going concern.
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 (Jersey) Law 1991. They are also responsible for safeguarding the assets of 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 included on the Company's website. Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The Directors of Ferguson plc as at the date of this Annual Report are as follows:
Gareth Davis, Chairman ---------------------------------------------------------------- Geoffrey Drabble, Non Executive Director and Chairman designate ---------------------------------------------------------------- John Martin, Group Chief Executive ---------------------------------------------------------------- Michael Powell, Group Chief Financial Officer ---------------------------------------------------------------- Kevin Murphy, Chief Executive Officer, USA ---------------------------------------------------------------- Alan Murray, Senior Independent Director ---------------------------------------------------------------- Tessa Bamford, Non Executive Director ---------------------------------------------------------------- Catherine Halligan, Non Executive Director ---------------------------------------------------------------- Thomas Schmitt, Non Executive Director ---------------------------------------------------------------- Darren Shapland, Non Executive Director ---------------------------------------------------------------- Nadia Shouraboura, Non Executive Director ---------------------------------------------------------------- Jacqueline Simmonds, Non Executive Director ----------------------------------------------------------------
Each Director confirms that, to the best of their knowledge:
-- the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the 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; and
-- the Annual Report and Accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group's position and performance, business model and strategy.
For further information please contact
Graham Middlemiss
Group Company Secretary Tel: 0118 927 3800
About Ferguson plc
Ferguson plc is the world's largest specialist trade distributor of plumbing and heating products to professional contractors principally operating in North America. Ongoing revenue for the year ended 31 July 2019 was $21.8 billion and ongoing trading profit was $1.6 billion. Ferguson plc is listed on the London Stock Exchange (LSE: FERG) and is in the FTSE 100 index of listed companies. For more information please visit www.fergusonplc.com or follow us on Twitter https://twitter.com/Ferguson_plc.
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 rns@lseg.com or visit www.rns.com.
END
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