REG - Card Factory PLC - Annual Financial Report & AGM Notice
16/05/2024 16:00
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RNS Number : 7901O Card Factory PLC 16 May 2024
16 May 2024
Card Factory plc
Annual Financial Report and Notice of AGM
Card Factory plc ("cardfactory" or the "Company") announces that it has
published its Annual Report and Accounts for the year ended 31 January 2024
and Notice of the Company's 2024 Annual General Meeting.
The Annual General Meeting is to be held at the Company's registered office,
at Century House, Brunel Road, Wakefield 41 Industrial Estate, Wakefield, WF2
0XG at 11.00 a.m. on Thursday 20 June 2024.
Copies of the documents listed below (or notifications of electronic access to
these documents) have been posted to shareholders on Wednesday 15 May 2024:
1. Annual Report and Accounts 2024;
2. Notice of 2024 Annual General Meeting; and
3. Form of Proxy for the 2024 Annual General Meeting.
The Annual Report and Accounts; the Notice of the 2024 Annual General Meeting
and the proposed rules of the Card Factory Long Term Incentive Plan and the
proposed rules of the Card Factory plc Save As You Earn Scheme are accessible
via the Company's investor relations website www.cardfactoryinvestors.com
(http://www.cardfactoryinvestors.com) . In compliance with LR 9.6.1, the
Company has submitted electronic copies of the above documents to the National
Storage Mechanism appointed by the Financial Conduct Authority and these will
shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
cardfactory's preliminary results announcement on 30 April 2024 (which is
available via the Company's investor relations website referred to above)
included, in addition to the preliminary financial results for the year ended
31 January 2024, information on important events that occurred during the year
and their impact on those financial results. That information, together with
the information set out in the Appendix below is provided in compliance with
the requirements of DTR6.3.5(2)(b). This information is not a substitute for
reading the full Annual Report and Accounts for the year ended 31 January
2024.
For further information:
Ciaran Stone, Group General Counsel and Company Secretary Tel: 01924 839150
Card Factory plc
ENDS
Appendix
Principal Risks and Uncertainties
The principal risks and uncertainties facing the cardfactory group (the
"Group") are set out below, together with details of how these are currently
mitigated. For further information on how the Group manages risk, see pages 65
to 68 of the Strategic Report and also pages 78 and 79 of the Corporate
Governance Report within the Annual Report and Accounts 2024 ("Annual
Report").
Risk Description Mitigation
Strategic Risks
ESG compliance and Failure to meet requirements of Institutional Investors, customers and other • 'Delivering a Sustainable Future' plan launched which outlines our
stakeholders on ESG requirements may have an adverse impact on our colleagues, sustainability strategy. The strategy is built around four key areas where we
climate change customers, suppliers and our reputation which could lead to a decline in sales want to deliver a positive impact: climate, waste & circularity,
and profits. protecting
risks
nature and people & equity.
• Each pillar has a roadmap, detailing commitments and targets with owners
assigned.
• Various other actions in relation to ESG can be found on pages 32 to 39 of
the Annual Report.
Operational Risks
IT infrastructure Outdated, unsupported IT systems and software could expose the business to • An IT strategy is in place that includes the approach being taken
security incidents, unauthorised access and data breaches resulting in fines/ regarding the removal / migration of out of date / legacy systems, including
and security censure/outages/disruption/lost sales/ revenue etc. ringfencing systems to provide an additional layer of security. Also, IT
specialists support out of date / legacy systems and back up arrangements and
an IT disaster recovery plan is in place.
Business Significant disruption to the operation, including support centre, • A 'Business Continuity Management Framework' and a 'Business Continuity
distribution centres, the Printcraft site, design studio and IT systems could Policy' are in place, which are reviewed annually and approved by the senior
continuity severely impact the Group's ability to supply stores and retail partners or management team.
fulfil online sales resulting in financial loss, fines, loss of sales and/or
reputational damage. • 'Crisis Management Plan' and business continuity plans are in place for
all operations of the business which are reviewed annually or when major
changes to processes occur or incidents arise. These plans include business
impact analysis, crisis response teams, recovery techniques, resources etc.
• An IT disaster recovery plan is in place for all operations of the
business which is reviewed annually or when major changes to processes occur
or incidents arise.
• The business continuity and IT disaster recovery plans are tested annually
with lessons learned being produced and plans updated accordingly.
Cyber Prolonged loss or disruption to IT capability which could result in • The IT strategy includes our approach regarding the removal / migration of
unauthorised access/data breaches, void of insurance cover, malware, out of date / legacy systems as noted in the IT Infrastructure and Security
ransomware, significant IT disruption, fines for negligence by the ICO, legal risk.
prosecution from customers, settlements, leading to a loss of sales, reduction
in share price and lack of confidence by shareholders. • Point of Sale meets all payment card industry (PCI) compliance
requirements and PCI training is refreshed annually and completion rates
tracked.
• Two-factor authentication (2FA) has been implemented across the majority
of our systems.
• 'Bring Your Own Device' policy approved and in place with a mobile device
management system rolled out to senior management and 2FA in place for
password changes.
• Cyber expertise is employed within the business and appropriate cyber
controls are in place. Plans designed to continue to address multiple cyber
risks, alongside further risk mitigations arising from replacement of legacy
systems, are also in place.
• Data Protection Officer in place.
• Crisis management and IT disaster recovery plans in place for all
operations of the business which are reviewed annually or when major changes
to processes occur or incidents arise.
Supply Chain The Group uses many third parties for the supply of products, predominantly • Multiple suppliers utilised across product and category ranges to off-set
based in China. supply or cost pressures.
• Detailed critical path process in place for each season detailing plans
from design through to delivery, which is reviewed weekly and actions taken if
Risks include the potential for supplier failures, risks associated with issues arise.
manufacturing and importing goods from overseas, potential disruption at
various stages of the supply chain and suppliers failing to act or operate • All overseas suppliers sign up to an online compliance platform providing
ethically which could result in unavailability of stock leading to reduced all necessary documentation including adherence to the Modern Slavery Act.
sales.
• External and ethical audits and Sedex membership performed with a 'no
audit, no order' policy.
• All product testing and quality control inspections undertaken by
authorised accredited providers.
• Active monitoring of shipping channels and when issues arise these are
discussed by the senior management team as to potential impact with plans
drawn up to off-set any delays in goods being received.
• Multiple shipping agents and lines are utilised.
Regulatory The Group is exposed to a diverse number of legal and regulatory compliance • Compliance responsibilities matrix in place detailing all
requirements including Modern Slavery Act, the General Data Protection compliance-related matters across the organisation with assigned owners.
compliance Regulation (GDPR), Listing Rules, employment law, tax, FSC, product safety,
competition law, etc. Failure to comply with these laws and regulations could • Ongoing review of regulatory changes monitored by relevant owners to
lead to financial claims, penalties, awards of damages, fines or reputational identify developments and ensure changes to operations, processes, training,
damage which could significantly impact the financial performance of the as applicable.
business.
• External advisers in place who provide ad hoc information updates or
highlight changes to existing legislation or new regulations coming into force
that may impact the organisation.
• Access to external bodies who provide updates on specific regulations e.g.
product labelling and product safety.
• Governance, Listing Rules, DTRs, Market Abuse etc. overseen by the General
Counsel.
• Quality assurance process in place to ensure that products comply with
legal / ethical regulations / legislation etc.
Financial Risks
Geopolitical Geopolitical instability may result in cardfactory being unable to secure the • Continual review of supply base to understand best route to market (and to
products required to fulfil customer demand on time and at acceptable prices. protect prices and impact on trading performance) including options to move
instability This could result in customer dissatisfaction, reputational impact, loss of supply to new territories and using UK-based suppliers to assist in mitigating
market share, loss of sales and erosion of expected profit margins. any supply issue.
• Price elasticity assessments undertaken to provide insights on
consequences of future price increases.
• Review of import tariff duties and 'live' Government legislative changes
in the UK and new territories to ensure we are always sourcing from the best
source to support the overall business.
• Continual review of global matters that may affect supply.
Cost price Increasing input costs without mitigating actions will either result in lower • Input costs are monitored and proactive plans are developed as part of the
levels of profitability/generation of cash or forces higher prices resulting annual planning and monthly review process to mitigate cost price inflation.
inflation in possible impact on value perception and/or customers choosing to buy
elsewhere. • Hedging in place for foreign exchange, interest and energy; policies
reviewed annually and hedging position reviewed monthly.
• Management of freight rates process in place and market monitored to
identify any potential increases so that these can be factored into pricing
decisions.
Directors' Responsibility Statement
The Annual Report and Accounts 2024 contains a statement of directors'
responsibility by Darcy Willson-Rymer, Chief Executive Officer, by order of
the Board in the following form:
"We confirm that to the best of our 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 or loss of the Company and
the undertakings included in the consolidation taken as a whole; and
· the Strategic Report includes a fair review of the development
and performance of the business and the position of the issuer and the
undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face.
We consider the Annual Report and Accounts, taken as a whole, is fair,
balanced and understandable and provides the information necessary for
shareholders to assess the Group's position and performance, business model
and strategy."
Related Party Transactions
Details of the only material transactions with related parties during the
financial year ended 31 January 2024 are set out in note 28 of the financial
statements on page 153 of the Annual Report and Accounts.
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