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TSCO Tesco Plc

324.00
2.70 (0.84%)
20 Mar 2025 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Tesco Plc LSE:TSCO London Ordinary Share GB00BLGZ9862 ORD 6 1/3P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  2.70 0.84% 324.00 322.60 322.80 324.40 319.70 321.00 29,154,831 16:35:20
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Grocery Stores 68.38B 1.19B 0.1763 18.31 21.65B

Tesco PLC Annual Report 2019 and Notice of Meeting 2019 (8572Y)

14/05/2019 7:00am

UK Regulatory


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TIDMTSCO

RNS Number : 8572Y

Tesco PLC

14 May 2019

14 May 2019

Tesco PLC

Annual Report and Financial Statements and Notice of Annual General Meeting 2019

Further to the release of its preliminary results announcement on 10 April 2019, Tesco PLC (the "Company") announces that it has today published its Annual Report and Financial Statements 2019. In addition, the Company announces that its Notice of Annual General Meeting 2019 has been sent to shareholders. The 2019 Annual General Meeting will be held at our Heart building, Shire Park, Welwyn Garden City, Herts, AL7 1TW on Thursday, 13 June 2019 at 11.30 a.m.

The Company's Annual Report and Financial Statements 2019, Notice of Annual General Meeting 2019 and Little Helps Plan Progress Update can be viewed on the Company's website at www.tescoplc.com.

In accordance with Listing Rule 9.6.1R, copies of the following documents 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 Financial Statements 2019; 
   --      Notice of Annual General Meeting 2019; and 
   --      Proxy Form for the 2019 Annual General Meeting. 

The Company's preliminary consolidated financial information and information on important events that have occurred during the year, and their impact on the financial statements were included in the Company's preliminary results announcement on 10 April 2019. That information, together with the information set out below, which is extracted from the Annual Report and Financial Statements 2019, constitute regulated information, which is to be communicated to the media in full unedited text through a Regulatory Information Service in accordance with the FCA's Disclosure Guidance and Transparency Rules ("DTR"), Rule 6.3.5R. This announcement is not a substitute for reading the full Annual Report and Financial Statements 2019. Page and note references in the text below refer to page numbers and note references in the Annual Report and Financial Statements 2019. To view the preliminary results announcement, visit the Company's website: www.tescoplc.com.

   Enquiries:                Robert Welch 

Company Secretary

Tesco PLC

Tesco House

Shire Park

Kestrel Way

Welwyn Garden City

Hertfordshire

AL7 1GA

Tel: 07793 222569

LEI Number: 2138002P5RNKC5W2JZ46

Principal risks and uncertainties

We have an established risk management process to identify, assess and monitor the principal risks that we face as a business. We have performed a robust review of the risks that we believe could seriously affect the Group's performance, future prospects, reputation or its ability to deliver against its priorities. This review included an assessment of risks we believe would threaten the Group's business model, future performance, solvency or liquidity.

We have reviewed our principal risks in line with our strategic drivers. The risks to the business, at a high level, remain unchanged from the previous year. We have reframed our customer risk definition to better reflect current circumstances, set out on page 33.

The two shorter-term risks relating to Brexit as well as Booker synergy realisation and integration remain relevant. The risks associated with Brexit are increasing due to the possibility of a 'no deal' scenario and the potential for an abrupt departure from the EU. The Booker integration and synergy realisation risk is decreasing as good progress was made on the expected synergies.

The risk management process relies on our assessment of the risk likelihood and impact and on the development and monitoring of appropriate internal controls. Our process for identifying and managing risk is set out in more detail on page 59.

We maintain risk registers that discuss the principal risks faced by the Group and this is an important component of our governance framework and how we manage our business. As part of our risk management process, risks are reviewed as a top down and bottom up activity at the Group and the business unit level. The content of the risk registers are considered and discussed through regular meetings with senior management and reviewed by the Executive Committee. Each principal risk is discussed at least annually by the Board to provide oversight and ensure that they remain relevant.

The table opposite sets out our principal risks, their link to our strategic drivers, their movement during the year and a summary of key controls and mitigating factors. The Board considers these to be the most significant Group risks that may impact the achievement of our six strategic drivers as set out on pages 14 and 15. They do not comprise all of the risks associated with the business and are not set out in priority order. Additional risks not presently known to management, or currently deemed to be less material, may also have an adverse effect on the business.

 
 Principal risk                  Risk movement                   Key controls and 
                                                                  mitigating factors 
 Customer 
 Uncertainties (including        Ongoing fragmentation           We now have a more 
  Brexit and macro-economic       of our customer engagement      consistent approach 
  conditions) squeeze             channels exposes                to building impactful 
  our customers' budgets          us to a risk of diluting        customer propositions, 
  and force them to               customer experience             offering high-quality 
  reappraise the concepts         and ability to differentiate    and competitive value 
  of value and loyalty            our brand.                      while improving the 
  in a way in which                                               customer experience. 
  we are unable to                No risk movement                Propositions are 
  respond.                                                        now developed across 
                                                                  channels and geographies 
  Strategic drivers:                                              to ensure consistency 
                                                                  in the engagement 
  1. A differentiated                                             with customers. Group-wide 
  brand                                                           customer insight 
  2. Reduce operating                                             management is undertaken 
  costs by GBP1.5bn                                               to understand and 
  3. Generate GBP9bn                                              leverage customer 
  cash from operations                                            behaviour, expectations 
  4. Maximise the mix                                             and experience across 
  to achieve a 3.5%                                               the different parts 
  - 4.0% margin                                                   of the business. 
  6. Innovation                                                   We monitor the effectiveness 
                                                                  of our processes 
                                                                  by regularly tracking 
                                                                  our business and 
                                                                  competitors against 
                                                                  measures that customers 
                                                                  tell us are important 
                                                                  to their shopping 
                                                                  experience. We have 
                                                                  well-established 
                                                                  product development 
                                                                  and quality management 
                                                                  processes, which 
                                                                  keep the needs of 
                                                                  our customers central 
                                                                  to our decision-making. 
                                ------------------------------  ------------------------------- 
 Transformation 
 Failure to achieve              Achieving our transformation    We have multiple 
  our transformation              goals continues to              transformation programmes 
  objectives due to               demand effort and               underway to simplify 
  poor prioritisation,            investment, especially          our business with 
  ineffective change              with regard to technology       clear market strategies 
  management and a                changes.                        and business plans 
  failure to understand                                           in place which evolve 
  and deliver the technology      No risk movement                as priorities or 
  required, resulting                                             situations change. 
  in an inability to                                              We have appropriate 
  progress sufficiently                                           executive-level oversight 
  quickly to maintain                                             for all the transformation 
  or increase operating                                           activities to ensure 
  margin and generate                                             programmes are adequately 
  sufficient cash to                                              resourced and milestones 
  meet business objectives.                                       achieved. 
 
  Strategic drivers: 
 
  2. Reduce operating 
  costs by GBP1.5bn 
  3. Generate GBP9bn 
  cash from operations 
  4. Maximise the mix 
  to achieve a 3.5% 
  - 4.0% margin 
  6. Innovation 
                                ------------------------------  ------------------------------- 
 Liquidity 
 Failure of our business         We have a disciplined           We maintain an infrastructure 
  performance to deliver          and policy-based                of systems, policies 
  cash as expected;               approach to treasury            and reports to ensure 
  access to funding               management. We have             discipline and oversight 
  markets or facilities           reduced our debt                on liquidity matters, 
  being restricted;               levels and have improving       including specific 
  failures in operational         debt metrics.                   treasury and debt-related 
  liquidity and currency                                          issues. Our treasury 
  risk management;                No risk movement                policies are communicated 
  Tesco Bank cash call;                                           across the Group 
  or adverse changes                                              and are regularly 
  to the pension deficit                                          reviewed by the Board, 
  funding requirement;                                            Executive Committee 
  create calls on cash                                            and management. The 
  higher than anticipated,                                        Group's funding strategy 
  leading to impacts                                              is approved annually 
  on financial performance,                                       by the Board and 
  cash liquidity or                                               includes maintaining 
  the ability to continue                                         appropriate levels 
  to fund operations.                                             of working capital, 
                                                                  undrawn committed 
  Strategic drivers:                                              facilities and access 
                                                                  to the capital markets. 
  2. Reduce operating                                             The Audit Committee 
  costs by GBP1.5bn                                               reviews and annually 
  3. Generate GBP9bn                                              approves the viability 
  cash from operations                                            and going concern 
  4. Maximise the mix                                             statements and reports 
  to achieve a 3.5%                                               into the Board. There 
  - 4.0% margin                                                   is a long-term funding 
  5. Maximise value                                               framework in place 
  from property                                                   for the pension deficit 
                                                                  and there is ongoing 
                                                                  communication and 
                                                                  engagement with the 
                                                                  Pension Trustees. 
                                                                  Liquidity levels 
                                                                  and sources of cash 
                                                                  are regularly reviewed 
                                                                  and the Group maintains 
                                                                  access to committed 
                                                                  credit facilities 
                                                                  and debt capital 
                                                                  markets. While recognising 
                                                                  that Tesco Bank is 
                                                                  financially separate 
                                                                  from Tesco PLC, there 
                                                                  is ongoing monitoring 
                                                                  of the activities 
                                                                  of Tesco Bank that 
                                                                  could give rise to 
                                                                  risks to Tesco PLC. 
                                ------------------------------  ------------------------------- 
 Competition and markets 
 Failure to deliver              We continue to face             Our Board develops 
  an effective, coherent          the ongoing challenge           and regularly challenges 
  and consistent strategy         of a changing competitive       the strategic direction 
  to respond to our               landscape and price             of our business to 
  competitors and changes         pressure across most            enhance our ability 
  in market conditions            of our markets.                 to remain competitive 
  in the operating                                                on price, range and 
  environment, resulting          No risk movement                service. This activity 
  in a loss of market                                             includes development 
  share and failure                                               of our online channels 
  to improve profitability.                                       and multiple formats 
                                                                  to allow us to compete 
  Strategic drivers:                                              in different markets. 
                                                                  Our Executive Committee 
  1. A differentiated                                             and operational management 
  brand                                                           regularly review 
  2. Reduce operating                                             markets, trading 
  costs by GBP1.5bn                                               opportunities, competitor 
  3. Generate GBP9bn                                              strategy and activity. 
  cash from operations                                            We engage in market 
  4. Maximise the mix                                             scanning and competitor 
  to achieve a 3.5%                                               analysis to refine 
  - 4.0% margin                                                   our customer proposition. 
  6. Innovation 
                                ------------------------------  ------------------------------- 
 Brand, reputation and trust 
 Failure to create               We are leveraging               Maintaining a differentiated 
  brand reappraisal               the Tesco Centenary             brand is one of our 
  opportunities to                to celebrate 100                strategic priorities. 
  improve quality,                Years of great value            Our Group processes, 
  value and service               and reaffirm our                policies and our 
  perceptions thus                position as the customer        Code of Business 
  failing to rebuild              champion. We continue           Conduct sets out 
  trust in our brand.             to implement a number           how we can make the 
                                  of initiatives and              right decisions for 
  Strategic drivers:              activities thereby              our customers, colleagues, 
                                  helping reappraise              suppliers, communities 
  1. A differentiated             the brand, increase             and investors. 
  brand                           trust and reputation 
                                  while improving our             We continue to develop 
                                  quality and value               communication and 
                                  perception.                     engagement programmes 
                                                                  to listen to our 
                                  Risk decreasing                 customers and stakeholders 
                                                                  and reflect their 
                                                                  needs in our plans. 
                                                                  This includes the 
                                                                  Supplier Viewpoint 
                                                                  and the integration 
                                                                  of local community 
                                                                  and local marketing 
                                                                  programmes. We continue 
                                                                  to maximise the value 
                                                                  and impact of our 
                                                                  brand with the advice 
                                                                  of specialist external 
                                                                  agencies and in-house 
                                                                  marketing expertise. 
                                                                  Our Corporate Responsibility 
                                                                  Committee is in place 
                                                                  to oversee all corporate 
                                                                  responsibility activities 
                                                                  and initiatives ensuring 
                                                                  alignment with customer 
                                                                  priorities and our 
                                                                  brand. 
                                ------------------------------  ------------------------------- 
 Technology 
 Failure of our IT               Our dependency on               A multi-year programme 
  infrastructure or               technology continues            is underway to enhance 
  key IT systems result           to grow. Ongoing                our technology infrastructure 
  in loss of information,         improvements and                and resilience capabilities. 
  inability to operate            investment in disaster          This involves significant 
  effectively, financial          recovery and business           investment in our 
  or regulatory penalties,        continuity measures             hosting strategy, 
  and negatively impacts          help to limit exposure          partnering with cloud 
  our reputation. Further,        to external threats.            providers and re-engineering 
  failure to build                                                some of our legacy 
  resilience at the               Risk decreasing                 retail systems, while 
  time of investing                                               building redundancy 
  in and implementing                                             for key business 
  new technology may                                              systems. 
  result in potential 
  loss of operating                                               Our technology security 
  capability.                                                     programme continues 
                                                                  to build security 
  Strategic drivers:                                              capabilities to strengthen 
                                                                  our infrastructure 
  1. A differentiated                                             and Information Technology 
  brand                                                           General Controls. 
  2. Reduce operating 
  costs by GBP1.5bn 
  3. Generate GBP9bn 
  cash from operations 
  4. Maximise the mix 
  to achieve a 3.5% 
  - 4.0% margin 
  6. Innovation 
                                ------------------------------  ------------------------------- 
 Data security and data privacy 
 Failure to comply               As a retail organisation        We put our customers 
  with legal or regulatory        we hold a large amount          and our colleagues 
  requirements relating           of customer and colleague       at the heart of all 
  to data security                personal data, and              decisions we make 
  or data privacy in              the threat landscape            in relation to the 
  the course of our               has been ever growing.          processing of personal 
  business activities,            The introduction                data. Our multi-year 
  results in reputational         of GDPR in May 2018             technology security 
  damage, fines or                has meant an increase           programme has been 
  other adverse consequences.     in individuals' awareness       driving the enhancement 
  This includes criminal          levels, as well as              of our security capabilities 
  penalties and consequential     an increase in the              to improve data security. 
  litigation which                financial penalties 
  result in an adverse            which can be levied             We have an established 
  impact on our financial         by the data protection          team to detect, report 
  performance or unfavourable     authorities.                    and respond to security 
  effects on our ability                                          incidents in a timely 
  to do business.                 No risk movement                fashion. We have 
                                                                  a third-party supplier 
  Strategic drivers:                                              assurance programme 
                                                                  focusing on data 
  1. A differentiated                                             security and privacy 
  brand                                                           risks. 
  3. Generate GBP9bn 
  cash from operations                                            We have made significant 
                                                                  investment across 
                                                                  the Group to ensure 
                                                                  we comply with the 
                                                                  requirements of GDPR 
                                                                  in Europe, and any 
                                                                  other relevant legislation 
                                                                  globally. Our privacy 
                                                                  compliance programme, 
                                                                  which includes assessment 
                                                                  and monitoring of 
                                                                  risk, continues to 
                                                                  drive compliance 
                                                                  throughout our global 
                                                                  business. 
 
                                                                  There is regular 
                                                                  reporting on progress 
                                                                  of the security and 
                                                                  privacy programmes 
                                                                  to governance and 
                                                                  oversight committees. 
                                ------------------------------  ------------------------------- 
 Political, regulatory and compliance 
 Failure to comply               We continue to monitor          Wherever we operate, 
  with legal and other            and improve our controls        we aim to ensure 
  requirements as the             to ensure we comply             that the impact of 
  regulatory environment          with legal and regulatory       political and regulatory 
  becomes more restrictive,       requirements across             changes is incorporated 
  due to changes in               the Group. Long-term            in our strategic 
  the global political            changes in the global           planning and policies. 
  landscape, results              political environment           We manage regulatory 
  in fines, criminal              mean that in some               risks through the 
  penalties for Tesco             markets there is                use of our risk management 
  or colleagues, consequential    a push towards greater          framework and we 
  litigation and an               regulation of foreign           have implemented 
  adverse impact on               investors and a favouring       compliance programmes 
  our reputation, financial       of local companies.             and committees to 
  results, and/or our                                             manage our most important 
  ability to do business.         No risk movement                risks (e.g. anti-bribery 
                                                                  and competition law). 
  Strategic drivers:                                              Our compliance programmes 
                                                                  ensure that sustainable 
  1. A differentiated                                             controls are implemented 
  brand                                                           to mitigate the risk 
                                                                  and we conduct assurance 
                                                                  activities for each 
                                                                  risk area. Our Code 
                                                                  of Business Conduct 
                                                                  is supported by new 
                                                                  starter and annual 
                                                                  compliance training 
                                                                  and other tools such 
                                                                  as our whistleblowing 
                                                                  hotline. The engagement 
                                                                  of leadership and 
                                                                  senior management 
                                                                  is critical in the 
                                                                  successful management 
                                                                  of this risk area 
                                                                  and leaders provide 
                                                                  clear tone from the 
                                                                  top for colleagues. 
                                ------------------------------  ------------------------------- 
 Health and safety 
 Failure to meet safety          We continue to focus            We have a business-wide, 
  standards in relation           our efforts on controls         risk-based safety 
  to our workplace,               which ensure colleague          framework which defines 
  resulting in death              and customer safety.            how we implement 
  or injury to our                                                and report on safety 
  customers, colleagues           No risk movement                controls to ensure 
  or third parties.                                               that colleagues, 
                                                                  contractors and customers 
  Strategic drivers:                                              have a safe place 
                                                                  to work and shop. 
  1. A differentiated                                             Each business is 
  brand                                                           required to maintain 
                                                                  a Safety Improvement 
                                                                  Plan to document 
                                                                  and track enhancements. 
                                                                  Overall governance 
                                                                  is provided by the 
                                                                  Group Risk and Compliance 
                                                                  Committee, with each 
                                                                  business unit operating 
                                                                  their own Health 
                                                                  and Safety Committee. 
                                                                  Our annual colleague 
                                                                  survey programme 
                                                                  results, alongside 
                                                                  other inputs such 
                                                                  as safety audits, 
                                                                  informs the delivery 
                                                                  of safety initiatives 
                                                                  and targeted communications. 
                                ------------------------------  ------------------------------- 
 People 
 Failure to attract               Market competitiveness         Talent planning and 
  and retain the required          continues to affect            people development 
  capability and continue          our ability to attract         processes are well 
  to evolve our culture            and retain key specialist      established across 
  could impact delivery            talent. There is               the Group. Talent 
  of our purpose and               continued impact               and succession planning 
  strategic drivers.               arising from fast-changing     is discussed annually 
                                   and complex legislation.       by the Board and 
  Strategic drivers:                                              three times a year 
                                   No risk movement               at the Executive 
  1. A differentiated                                             Committee and Nominations 
  brand                                                           and Governance Committee. 
  2. Reduce operating                                             A Group Inclusion 
  costs by GBP1.5bn                                               strategy is in place. 
  3. Generate GBP9bn                                              An independent assessment 
  cash from operations                                            of all promotions 
  4. Maximise the mix                                             and external hires 
  to achieve a 3.5%                                               is conducted at leadership 
  - 4.0% margin                                                   level to ensure capability, 
  5. Maximise value                                               potential, leadership 
  from property                                                   and values. The Remuneration 
  6. Innovation                                                   Committee agrees 
                                                                  objectives and remuneration 
                                                                  arrangements for 
                                                                  senior management. 
                                                                  People risk mitigation 
                                                                  plans are in place 
                                                                  throughout the Group, 
                                                                  supported by the 
                                                                  Executive Committee. 
                                ------------------------------  ------------------------------- 
 Responsible sourcing and supply chain 
 Failure to meet product         We continue to monitor          We have product standards, 
  safety standards                and improve our controls        policies and guidance 
  resulting in death,             to further reduce               covering both food 
  injury or illness               this risk.                      and non-food, as 
  to customers. Failure                                           well as goods and 
  to ensure that products         No risk movement                services not for 
  are sourced responsibly                                         resale, ensuring 
  and                                                             that products are 
  sustainably across                                              safe, legal and of 
  supply chains (including                                        the required quality. 
  fair pay for workers,                                           Measures include 
  adhering to human                                               policies and guidance 
  rights, clean and                                               to help to ensure 
  safe working environments,                                      that the human rights 
  and that all social                                             of workers are respected 
  and environmental                                               and environmental 
  standards are met),                                             impacts are managed 
  leading to breaches                                             responsibly. Refer 
  of regulations, illness,                                        to pages 24 to 31 
  injury or death to                                              for specific actions 
  workers and communities,                                        highlighted under 
  and affecting our                                               our Little Helps 
  reputation.                                                     Plan. Supplier audit 
                                                                  programmes are in 
  Strategic drivers:                                              place to monitor 
                                                                  product safety, traceability 
  1. A differentiated                                             and integrity, human 
  brand                                                           rights and environmental 
  6. Innovation                                                   standards, including 
                                                                  unannounced specification 
                                                                  inspections of suppliers 
                                                                  and facilities. We 
                                                                  run colleague training 
                                                                  programmes on food 
                                                                  and product safety, 
                                                                  responsible sourcing, 
                                                                  hygiene controls, 
                                                                  and also provide 
                                                                  support for stores. 
                                                                  We also provide targeted 
                                                                  training for colleagues 
                                                                  and suppliers dealing 
                                                                  with specific challenges 
                                                                  such as modern slavery. 
                                ------------------------------  ------------------------------- 
 Booker synergy realisation and integration 
 Failure to successfully         There has been good             A detailed synergy 
  integrate Booker                progress on the expected        realisation and integration 
  is dependent on a               synergies.                      plan was successfully 
  number of factors,                                              executed during the 
  leading to a risk               Risk decreasing                 financial year. Period-end 
  to our planned synergy                                          reporting and tracking 
  commitments and value                                           of targeted benefits 
  creation.                                                       and key performance 
                                                                  indicators is embedded. 
  Strategic drivers: 
 
  1. A differentiated 
  brand 
  2. Reduce operating 
  costs by GBP1.5bn 
  3. Generate GBP9bn 
  cash from operations 
  4. Maximise the mix 
  to achieve a 3.5% 
  - 4.0% margin 
  5. Maximise value 
  from property 
  6. Innovation 
                                ------------------------------  ------------------------------- 
 Brexit 
 Failure to prepare              Uncertainty around              With the UK's future 
  for the UK's departure          our departure from              trading relationship 
  from the EU will                the EU has continued            with the EU still 
  cause disruption                to grow as a result             to be determined, 
  to and create uncertainty       of the political                we continue to contribute 
  around our business,            deadlock.                       to important public 
  not least our ability                                           policy discussion 
  to recruit and supply           Risk increasing                 and engage with government, 
  to our customers.                                               regulatory bodies 
  Any disruption or                                               and industry. During 
  uncertainty could                                               this process, we 
  have an adverse effect                                          will continue to 
  on our business,                                                assess and monitor 
  financial results                                               the potential risks 
  and operations.                                                 and impacts on Tesco 
                                                                  customers, colleagues 
  Strategic drivers:                                              and shareholders, 
                                                                  while taking appropriate 
  1. A differentiated                                             mitigation measures 
  brand                                                           to address challenges 
  2. Reduce operating                                             including logistics, 
  costs by GBP1.5bn                                               staff and supply. 
  3. Generate GBP9bn 
  cash from operations                                            This year we put 
  4. Maximise the mix                                             in place a detailed 
  to achieve a 3.5%                                               Brexit contingency 
  - 4.0% margin                                                   plan against political 
                                                                  and macro-economic 
                                                                  changes that could 
                                                                  have a material impact 
                                                                  on our market and 
                                                                  customer proposition. 
                                ------------------------------  ------------------------------- 
 Tesco Bank 
 Tesco Bank is exposed           The Bank continues              The Bank has a defined 
  to a number of risks,           to actively manage              risk appetite, which 
  the most significant            the risks to which              is approved and reviewed 
  of which are operational        it is exposed.                  regularly by both 
  risk, regulatory                                                the Bank's Board 
  risk, credit risk,              No risk movement                and the Tesco PLC 
  funding and liquidity                                           Board. The risk appetite 
  risk, market risk                                               defines the type 
  and business risk.                                              and amount of risk 
                                                                  that the Group is 
  Strategic drivers:                                              prepared to accept 
                                                                  to achieve its objectives, 
  1. A differentiated                                             and forms a key link 
  brand                                                           between the day-to-day 
  2. Reduce operating                                             risk management of 
  costs by GBP1.5bn                                               the business and 
  3. Generate GBP9bn                                              its strategic priorities, 
  cash from operations                                            long-term plan, capital 
                                                                  planning and liquidity 
                                                                  management. Adherence 
                                                                  to risk appetite 
                                                                  is monitored through 
                                                                  a series of ratios 
                                                                  and limits. 
 
                                                                  The Bank operates 
                                                                  a risk management 
                                                                  framework that is 
                                                                  underpinned by governance, 
                                                                  policies, processes 
                                                                  and controls, reporting, 
                                                                  assurance and stress 
                                                                  testing. 
 
                                                                  There is Bank Board 
                                                                  risk reporting throughout 
                                                                  the year, with updates 
                                                                  to the Tesco PLC 
                                                                  Audit Committee by 
                                                                  the Bank's Chief 
                                                                  Financial Officer, 
                                                                  Chief Risk Officer 
                                                                  and Audit Committee 
                                                                  Chairman. A member 
                                                                  of the Tesco PLC 
                                                                  Board is also a member 
                                                                  of the Bank's Board. 
                                ------------------------------  ------------------------------- 
 

Indicates that the principal risk has been included as part of the longer term viability scenarios as detailed on page 37.

Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the Group and its joint ventures and associates are disclosed below:

Transactions

 
                                 Joint ventures     Associates 
                                   2019     2018    2019    2018 
                                   GBPm     GBPm    GBPm    GBPm 
                               --------           ------  ------ 
 Sales to related parties           486      474       -       - 
                               --------  -------  ------  ------ 
 Purchases from related 
  parties                           376      396      20      18 
                               --------  -------  ------  ------ 
 Dividends received                  29       15      12      11 
                               --------  -------  ------  ------ 
 Injection of equity funding         11       21       -       - 
                               --------  -------  ------  ------ 
 

Sales to related parties consist of services/management fees and loan interest.

Purchases from related parties include GBP280m (2018: GBP275m) of rentals payable to the Group's joint ventures (including those joint ventures formed as part of the sale and leaseback programme).

Transactions between the Group and the Group's pension plans are disclosed in Note 27.

Balances

 
                                 Joint ventures     Associates 
                                   2019     2018    2019    2018 
                                   GBPm     GBPm    GBPm    GBPm 
-----------------------------  --------           ------  ------ 
 Amounts owed to related 
  parties                            20       20       -       - 
                               --------  -------  ------  ------ 
 Amounts owed by related 
  parties                            37       27       -       - 
                               --------  -------  ------  ------ 
 Loans to related parties 
  (net of deferred profits)*        133      138       -       - 
                               --------  -------  ------  ------ 
 Loans from related parties           -        6       -       - 
  (Note 21) 
                               --------  -------  ------  ------ 
 

* Loans to related parties of GBP133m (2018: GBP138m) are presented net of deferred profits of GBP54m (2018: GBP54m) historically arising from the sale of property assets to joint ventures. For loans to related parties, a 12-month expected credit loss is recorded on initial recognition. The expected credit loss was immaterial as at the current reporting date.

A number of the Group's subsidiaries are members of one or more partnerships to whom the provisions of the Partnerships (Accounts) Regulations 2008 (Regulations) apply. The financial statements for those partnerships have been consolidated into these financial statements pursuant to Regulation 7 of the Regulations.

Transactions with key management personnel

Members of the Board of Directors and Executive Committee of Tesco PLC are deemed to be key management personnel.

Key management personnel compensation for the financial year was as follows:

 
                                                     2019    2018 
                                                     GBPm    GBPm 
------------------------------------------------- 
 Salaries and short-term benefits                      17      17 
                                                   ------  ------ 
 Pensions and cash in lieu of pensions                  2       2 
                                                   ------  ------ 
 Share-based payments                                  13      19 
                                                   ------  ------ 
 Joining costs and loss of office costs                 1       4 
                                                   ------  ------ 
                                                       33      42 
                                                   ------  ------ 
 Attributable to: 
 The Board of Directors (including Non-executive 
  Directors)                                           10      12 
                                                   ------  ------ 
 Executive Committee (members not on the 
  Board of Directors)                                  23      30 
                                                   ------  ------ 
                                                       33      42 
                                                   ------  ------ 
 

Of the key management personnel who had transactions with Tesco Bank during the financial year, the following are the balances at the financial year end:

 
                        Credit card, mortgage          Current and saving deposit 
                      and personal loan balances                 accounts 
                   Number of key management   GBPm   Number of key management   GBPm 
                    personnel                         personnel 
----------------  -------------------------         -------------------------  ----- 
 At 23 February 
  2019                                    3      -                         10      2 
                  -------------------------  -----  -------------------------  ----- 
 At 24 February 
  2018                                    7      1                          5      - 
                  -------------------------  -----  -------------------------  ----- 
 

Statement of Directors' responsibilities

In compliance with DTR 4.1.12R, the Annual Report and Financial Statements 2019 contains a Directors' responsibility statement. This is reproduced below, in line with DTR 6.3.5R. The statement relates to and is extracted from the Annual Report and Financial Statements 2019 and does not attach to the extracted information presented in this announcement or the preliminary results announcement released on 10 April 2019.

The Directors are required by the Companies Act 2006 to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the Group and the Company as at the end of the financial year, and of the profit or loss of the Group for the financial year. Under that law, the Directors are required to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and have elected to prepare the Parent Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 101 'Reduced Disclosure Framework' (UK Accounting Standards and applicable law).

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 IFRSs as adopted by the EU and applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Group and Parent Company financial statements respectively;

-- 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 IFRS 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

-- prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Group and the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company, and which enable them to ensure that the financial statements and the Directors' remuneration report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They also have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and the Company, and to prevent and detect fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Directors consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's and the Company's performance, business model and priorities. Each of the Directors, whose names and functions are set out on pages 40 and 42 confirm that, to the best of their knowledge:

-- the financial statements, which have been 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 Group and the undertakings included in the consolidation taken as a whole; and

-- the Strategic report contained within this document includes a fair review of the development and performance of the business and the position of the Group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that the Group faces.

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

MSCLLFISERIVLIA

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