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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Marshalls Plc | LSE:MSLH | London | Ordinary Share | GB00B012BV22 | ORD 25P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.00 | 0.37% | 273.50 | 270.50 | 271.50 | 275.00 | 270.00 | 273.50 | 2,774,684 | 16:35:17 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Construction Matl-whsl, Nec | 674.4M | 18.6M | 0.0736 | 36.89 | 686.32M |
TIDMMSLH
RNS Number : 2492T
Marshalls PLC
24 March 2016
24 March 2016
Marshalls plc
Annual Report 2015 and Notice of 2016 Annual General Meeting
The Company announces that it has made available its full Annual Report for the year ended 31 December 2015 on the Company's website at www.marshalls.co.uk.
Copies of the documents listed below will be mailed to shareholders on 7 April 2016:
1. Annual Report 2015
2. Notice of 2016 Annual General Meeting
3. Form of Proxy for the 2016 Annual General Meeting
Following mailing to shareholders, a copy of each of the above documents will be submitted to the UK Listing Authority via the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.
These documents will also be accessible via the Company's website at www.marshalls.co.uk.
Reference is made to RNS announcement number 7570R published on 11 March 2016 (Final Results). In addition to the information in that announcement, in accordance with DTR 6.3.5(2)(b), we also set out below the following extracts from the Annual Report 2015 in full text form:-
=Statement of Directors' Responsibilities;
=Principal Risks
-----------------------------------------------------------
Statement of Directors' Responsibilities in respect of the Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual Report and the Group and Parent Company Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Parent Company Financial Statements for each financial year. Under that law they are required to prepare the Group Financial Statements in accordance with IFRSs as adopted by the EU and Article 4 of the IAS Regulation, and have elected to prepare the Parent Company Financial Statements in accordance with UK Accounting Standards, including FRS 101 "Reduced Disclosure Framework".
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 their profit or loss for that period. In preparing each of the Group and Parent Company Financial Statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently; -- make judgements and estimates that are reasonable and prudent;
-- for the Group Financial Statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU;
-- for the Parent Company Financial Statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Parent Company Financial Statements; and
-- prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Group and the Parent Company will continue in business.
In preparing the Group Financial Statements, IAS 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 are 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 Parent Company's transactions and disclose with reasonable accuracy, at any time, the financial position of the Parent Company and enable them to ensure that its Financial Statements comply with the Companies Act 2006.
They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The Directors who held office at the date of approval of this Directors' Report and whose names and functions are listed on pages 34 and 35 of the Annual Report 2015 confirm that, to the best of each of their knowledge:
-- the 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 of the Company and the undertakings included in the consolidation taken as a whole; and
-- the Strategic Report contained in the Annual Report includes a fair review of the development and performance of the business and the position of the Company and the Group taken as a whole, together with a description of the principal risks and uncertainties that they face.
The Directors consider the Annual Report and Financial Statements, taken as a whole, to be fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy.
----------------------------------------------------
Principal Risks
Process
There is a formal ongoing process to identify, assess and analyse risks and those of a potentially significant nature are included in the Group Risk Register. During 2015, the Risk Register process has been independently reviewed by KPMG, in its capacity as the Group's internal auditor, and a number of design improvements have been incorporated. The conclusion of this review has been that the process continues to be a robust mechanism for monitoring and controlling the Group's principal risks.
The Group Risk Register is reviewed and updated at least every 6 months and the overall process is the subject of regular review. Risks are recorded with a full analysis and risk owners are nominated who have authority and responsibility for assessing and managing the risk. All risks are aligned with the Group's strategic objectives and each risk is analysed for impact and probability to determine exposure and impact to the business and the determination of a "gross risk score" enables risk exposure to be prioritised. External risks include the weather, political and economic conditions, the effect of legislation or other regulatory actions, the actions of competitors, foreign exchange, raw material prices and threats from cyber security, new technologies and business models. Internal risks include investment in new products, new business strategies and acquisitions. Environmental and sustainability considerations are also taken into account.
The Group seeks to mitigate exposure to all forms of strategic, financial and operational risk both external and internal. The effectiveness of key mitigating controls is continually monitored and such controls are subjected to internal audit and periodic testing in order to provide independent verification where this is deemed appropriate. The effectiveness and impact of key controls are evaluated and this is used to determine a "net risk score" for each risk. The process is used to develop action plans that are used to manage, or respond to, the risks and these are monitored and reviewed on a regular basis by the Group's Audit Committee.
Principal risks and uncertainties
The Directors have undertaken a robust, systematic assessment of the Group's principal risks. These have been considered within the timeframe of 3 years, which aligns with our Viability Statement (page 23 of the Annual Report).
Nature of risk Potential impact Mitigating factors Change in risk in the year --------------------------- -------------------- ----------------------------- -------------------------- Macro-economic The lower activity The Group closely Economic risk has and political levels could monitors trends and reduced as economic The Group is dependent reduce sales lead indicators, and sector outlook on the level of and production invests in market and growth rates activity in its volumes and, research and is an have improved. end markets. Accordingly, therefore, could active member of it is susceptible have an adverse the CPA. There continues to economic downturn effect on the The Group benefits to be growth potential and the impact Group's financial from the diversity in certain focus of Government policy. results. of its business and areas, eg. Rail, The availability end markets. Water Management of credit to the The Group focuses and Street Furniture Group's customers on sales opportunities and forward indicators is a key determinant and strategic growth in the core business of economic activity. initiatives, together remain positive. with quality, service
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and its supply chain. The economic outlook for the eurozone continues to be difficult, although proactive development of the product range continues to be positive. --------------------------- -------------------- ----------------------------- -------------------------- Weather The lower activity The Group has a continuing Weather conditions The Group is exposed levels could focus on new product are totally beyond to the impact of reduce sales development, including the Group's control. prolonged periods and production landscape water management. of bad weather. volumes and, The Group is developing therefore, could its internal flooring have an adverse offer and developing effect on the its International Group's financial strategy in order results. to diversify its activities. --------------------------- -------------------- ----------------------------- -------------------------- Customers The loss of The Group focuses Although the underlying The UK business a significant on brand and new risk continues, has a number of customer may product development, the effective management key customers, give rise to quality and customer of key relationships in particular the a significant service improvement. and the ongoing national merchants. adverse effect The Group maintains diversification This is partly on the Group's a national network of the business as a result of financial results. of manufacturing are serving to mitigate the consolidated and distribution the risk. nature of this sites. market. The Group undertakes ongoing reviews of trading policies and relationships and maintains constant communication with customers. --------------------------- -------------------- ----------------------------- -------------------------- Competitor activity The increased The Group has unique The improved market The Group has a competition selling points that outlook has increased number of existing could reduce differentiate the demand (relative competitors who volumes and Marshalls brand. to available supply) compete on range, margins on manufactured The Group focuses and this has led price, quality and traded products. on quality, service, to a reduction in and service. reliability and ethical such competitive Potential new low standards that differentiate pressure. cost competitors Marshalls from competitor may be attracted products. There is continuing into the market The Group continues demand for imported through increased to have the lowest natural stone products demand for imported cost to market. although Marshalls' natural stone products. The Group has a continuing brand development focus on new product and product differentiation development. continue to mitigate the risk. --------------------------- ------------------------- ------------------------------- ----------------------------- Threat from new The increased Good market intelligence. The ogoing diversification technologies and competition Flexible business of the business new business models could reduce strategy able to and the continued volumes and embrace new technologies. development of the Reduction in demand margins on traditional Significant focus Marshalls' brand for traditional products. on research and development continue to mitigate products. and new products. the risk. Risk of new competitors Development of a and new substitute digital strategy. products appearing. Failure to react to market developments. --------------------------- ------------------------- ------------------------------- ----------------------------- Cost and availability The increased The Group benefits Cost inflation remains of raw materials costs could from the diversity a risk as demand The Group is susceptible reduce margins of its business and for raw materials to significant and may be further end markets. increases. increases in the impacted in The Group focuses price of raw materials, the event of on its supplier relationships, The improved market utilities, fuel imbalances in flexible contracts outlook has increased oil, haulage costs the mix of regional and the use of hedging demand (relative and vehicle availability. activity. instruments. to available supply) The Group utilises but the risk of As demand increases, The risk of sales pricing and temporary shortages the Group is potentially market demand purchasing policies has stabilised due more exposed to exceeding raw designed to mitigate to proactive supply the risk of temporary material supply the risks. chain management raw material shortages. could lead to The Group uses specialist and the use of alternative inefficient delivery vehicles. suppliers. production, which could reduce margins. --------------------------- ------------------------- ------------------------------- ----------------------------- IT Infrastructure Ineffective All IT system development The continued investment Disruption to the procedures could projects are actively in and maintenance IT environment lead to an adverse and carefully planned of IT systems across could affect the effect on the with defined governance the Group gives Group's ability Group's financial and control procedures. rise to good control to conduct its results. Regular independent of this risk. ongoing operations. risk and project management audits are undertaken. The Group ensures that industry standards are adopted and disaster recovery plans and procedures exist and are regularly tested. --------------------------- ------------------------- ------------------------------- -----------------------------
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March 24, 2016 11:00 ET (15:00 GMT)
Cyber security Risk of data Use of IT security Currently a high risks loss - financial policies. profile area and Inadequate controls and reputational Restructured IT department considerable focus and procedures risk. to co-ordinate the is being given to over the protection stewardship of cyber promoting awareness of intellectual security risks. of IT security policies. property, sensitive Sensitive data is Appropriate tools employee information currently restricted and training procedures and market- influencing to selected senior are in place to data. and experienced employees protect sensitive who are used to handling data when stored such data. and transmitted Where sensitive data between parties is made available (eg. encryption to third parties of hard drives, it is done under restricted USB devices, confidentiality agreements secure data transmission with reputable suppliers. mechanisms and third party security audits). --------------------------- ------------------------- ------------------------------- ----------------------------- Environmental An incident The Group uses professional The Group is unable The impact of the could lead to specialists covering to predict future "Environmental disruption to carbon reduction, changes in environmental Protocol" leads production and water management laws or policies to the need for to financial and biodiversity. or the ultimate increasingly expensive penalties as The Group focuses cost of compliance processes. well as a potential on the implementation with such laws or An environmental negative impact of ISO standards. policies. contamination event on the Group's The Group and has may lead to a prosecution reputation. a formal Group sustainability and to reputational strategy focusing loss. on impact reduction. --------------------------- ------------------------- ------------------------------- ----------------------------- Corporate, legal An incident The Group employs The extension of and regulatory could lead to compliance procedures, the Group's activities The Group may be a disruption policies and independent into new international adversely affected to the supply audit processes which markets causes this by an unexpected of products seek to ensure that risk to continue, reputational event, for customers local, national and notwithstanding for example, in and to increased international regulatory the additional compliance its ethical supply costs as well and compliance procedures procedures within chain or due to as a potential are fully complied the supply chain. a health and safety negative impact with. incident. on the Group's Health and safety reputation. and the potential impact of the Bribery Significant Act continue to increases in be high profile the penalty risk areas. regime have increased the potential financial impact of health and safety incidents. --------------------------- ------------------------- ------------------------------- ----------------------------- Access to funding Insufficient The Group has significant The improved economic The Group continues access to funding committed facilities outlook and the to require debt could limit in place with a good Group's reduced funding in order the Group's spread of medium-term gearing have continued to meet its trading ability to achieve maturities and significant to reduce this risk. obligations and the desired headroom. There is also improved to grow the business. levels of growth. The Group's policy liquidity and increased continues to be to competition within arrange funding ahead the banking sector. of requirements and to maintain sufficient undrawn committed bank facilities. --------------------------- ------------------------- ------------------------------- -----------------------------
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Cautionary statement and Directors' liability
The Annual Report 2015 has been prepared for, and only for, the members of the Company, as a body, and no other persons.
Neither the Company nor the Directors accept or assume any liability to any person to whom this Annual Report is shown or into whose hands it may come except to the extent that such liability arises and may not be excluded under English law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with Section 90A of the Financial Services and Markets Act 2000.
This Annual Report contains certain forward-looking statements with respect to the Group's financial condition, results, strategy, plans and objectives. These statements are not forecasts or guarantees of future performance and involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future.
There are a number of factors that could cause actual results or developments to differ materially from those expressed, implied or forecast by these forward-looking statements. All forward-looking statements in this Annual Report are based on information known to the Group as at the date of this Annual Report and the Group has no obligation publicly to update or revise any forward-looking statements, whether as a result of new information or future events.
Nothing in the Annual Report should be construed as a profit forecast.
Annual General Meeting
The Notice convening the Annual General Meeting to be held at The Cedar Court Hotel, Ainley Top, Huddersfield HD3 3RH at 11.00 am on Wednesday 18 May 2016 together with explanatory notes on the resolutions to be proposed is contained in a circular to be sent to shareholders on 7 April 2016.
Enquiries:
C E Baxandall, Group Company Secretary, Marshalls plc
Tel: 01422 314777
This information is provided by RNS
The company news service from the London Stock Exchange
END
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