REG - Marks and Spencer Gp - Annual Financial Report
07/06/2022 10:00
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RNS Number : 8964N Marks and Spencer Group PLC 07 June 2022
Marks and Spencer Group plc (the "Company")
Annual Report and Financial Statements 2022
In compliance with Listing Rule 9.6.1, the Company announces that the
following documents have today been submitted to the UK Listing Authority, and
will shortly be available for inspection via the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism:
· Annual Report and Financial Statements 2022;
· Notice of Annual General Meeting of the Company, which
will be held at and broadcast from Waterside House, 35 North Wharf Road,
London W2 1NW at 11am on Tuesday 5 July 2022;
· Proxy form for the 2022 Annual General Meeting; and
· Amended Rules of the Marks and Spencer Group plc Share
Incentive Plan, proposed for approval.
In accordance with DTR 6.3.5(3) the Annual Report and Financial Statements
2022 and the Notice of Annual General Meeting are accessible on
corporate.marksandspencer.com/investors. The Annual Report and Financial
Statements 2022 have been prepared using the single electronic reporting
format specified in the TD ESEF Regulation.
A condensed set of Marks and Spencer Group plc financial statements and
information on important events that have occurred during the year and their
impact on the financial statements were included in the Company's preliminary
results announcement on 25 May 2022. That information together with the
information set out below which is extracted from the Annual Report and
Financial Statements constitute the requirements of DTR 6.3.5 which is to be
communicated via an RIS in unedited full text. This announcement is not a
substitute for reading the full Annual Report and Financial Statements. Page
and note references in the text below refer to page numbers in the Annual
Report and Financial Statements 2022. To view the preliminary results
announcement, visit the Company website:
corporate.marksandspencer.com/investors.
For further information, please contact:
Group Secretariat: +44 (0)20 3934 3043
Additional Information
Principal risks and uncertainties
Below are details of our principal risks and uncertainties and the mitigating
activities in place to address them. It is recognised that the Group is
exposed to risks wider than those listed. However, we have disclosed those we
believe are likely to have the greatest impact on our business at this moment
in time and those that have been the subject of debate at recent Board or
Audit Committee meetings.
DESCRIPTION & CONTEXT MITIGATING ACTIVITIES
AN UNCERTAIN TRADING ENVIRONMENT - Strong, varied and complementary senior leadership team capabilities.
Our ability to deliver continued improvements in trading performance could be - Planned senior leadership continuity.
significantly affected by the individual or aggregate impact of an
increasingly complex set of external factors. The ongoing consequences of the - An established operating model consisting of a family of accountable
pandemic, geo-political and economic uncertainties (both national and businesses who share M&S brand values, support functions, technology and
international) and the resultant cost of living crisis, are combining to customer data.
generate difficult and unpredictable headwinds.
- A clear three-year plan constructed to remain relevant to the current
- M&S operates in an increasingly competitive sector against a challenges.
backdrop of continued cost and pricing pressures, changing consumer behaviours
and a broad range of macroeconomic uncertainties. - Improved budgeting processes, including detailed sensitivity analysis to
anticipate the potential impact of external uncertainty.
- Over recent months the consequences of Covid-19 have continued to evolve
and combine with other external macro factors to contribute to widespread, - Formal operating reviews for all business and functional teams to enable
ongoing uncertainty across the communities in which we operate. Continued effective executive oversight and governance of each business.
lockdown measures; labour shortages across transport, distribution,
manufacturing and service industries; threats to supplier resilience and - Effective business continuity and crisis management processes to support
viability; ongoing changes to customer behaviours; price inflation, including business-wide response to issues as they arise.
energy; the potential for further interest rate rises; increases in taxation;
socio-political tensions; and disruption to the supply of natural, refined and - Prioritised focus and discipline across the business on cost, range,
manufactured resources, have combined to create a challenging environment for trusted value and availability.
our, and all businesses, to operate within.
- Effective and proactive working with critical third parties - for
- The cost of living crisis will further influence customer behaviour and example, a structured supplier engagement programme to both anticipate and
buying choices which could impact our performance and strategic decisions as support management of escalating issues such as cost inflation.
we respond to these changes.
- Continued commitment to initiatives that maintain and support improved
- The potential consequences of the Russian invasion of Ukraine further and sustained customer engagement including the Sparks loyalty programme,
highlight the fragility linked to high-impact "shock" events. These include broader digital engagement, personalisation of offers and shop your way.
the long-term impact on our franchise operations in the region, and on key
materials and products including sunflower oil, grains, natural gas, fuel,
fertiliser, nickel and microchips that could impact manufacture, cost and
availability of products.
- While the business has demonstrated continued resilience in the face of
this range of pressures, and remained relevant to customers throughout the
period, continued turbulence in the external environment could negatively
impact the business's ability to continue delivering an improved trading
performance.
- In addition, the possibility of future new variants of Covid-19 combined
with restrictive government interventions, either in the UK or other
countries, could negatively impact future performance.
Operational oversight by Executive Committee
BUSINESS TRANSFORMATION - Clear prioritisation of the required transformation activities as part
of our three-year planning process.
A failure to successfully implement the suite of critical transformation
projects could impact medium- and longer-term growth ambitions. While each - Initiatives underpinned by function-specific strategic plans and
initiative is individually significant and has its own inherent risks, the leadership governance structures.
aggregate impact of simultaneously delivering these challenging projects could
also create further risks to successful implementation. - Dedicated strategy and transformation roles to support focus,
consistency and challenge across our family of businesses.
While significant change is ongoing across the business, the three critical
projects underpinning our transformation agenda comprise: - Application of programme governance principles for all core projects,
with clear accountabilities and milestones in place.
- modernising of our supply chain and logistics activities to improve
speed, operational effectiveness and availability and reduce costs; - Ongoing benefits tracking of initiatives in line with spend targets and
value outcomes.
- improving our IT infrastructure and underlying systems
- Periodic reporting on key business activities to the Audit Committee.
- while also adopting new technologies and digital products to support
operational efficiency, improved data-driven decision-making, creation of a
customer-centric "ecosystem", increased personalisation and the shift to
omni-channel; and
- reshaping and modernising our UK store estate to be fit for the future,
with the right-sized stores in the right spaces, supporting omni-channel
growth and meeting the expectations of our customers.
The ability to balance cost-effective programme execution at pace and to
deliver on time, while also managing the consequences of the external
pressures discussed above, is key to improving operational efficiency,
competitiveness and growth. Any significant delays, failure to achieve the
anticipated outcomes, or excess implementation costs could also impact
delivery of the planned business benefits.
Operational oversight by Executive Committee, Property Committee
OCADO RETAIL - M&S nominated directors are part of the Ocado Retail Board, with
collective sign-off of business plans directing the growth of the business.
A failure to effectively manage the strategic and operational relationship
with Ocado Retail could significantly impact the value of our investment, the - Jointly agreed investment plans to support the continued investment in
achievement of our multi-channel food strategy, our Brand and our ability to the Customer Fulfilment Centre network, to expand presence in the ultra-fast
deliver shareholder value. grocery delivery market and the planned migration to the new Ocado service
platform.
The investment in Ocado Retail is part of our strategy for improving our
online reach and capability. - Established data and technology interfaces with Ocado Retail.
There are three core aspects of our relationship with Ocado Retail that the - A dedicated M&S Ocado delivery team, supported by senior leadership,
business is actively focusing on: to coordinate sourcing, product development, ranging, customer data and
marketing.
- developing our relationship with Ocado Retail and evolving our ways of
working to ensure alignment of strategies in a way that supports innovation
and growth and prioritising areas for future investment;
- planning for our long-term strategic relationship with the partner,
including its role in the M&S ecosystem; and
- maintaining a seamless supply process to support customer fulfilment -
existing and in line with future growth - and seeking opportunities to expand
and refine product ranges.
Operational oversight by Executive Committee, representation on the Ocado
Retail Board
TALENT AND CAPABILITY - Direct Executive Committee ownership of the people plan.
An inability to attract, retain and develop the right talent, skills and - Continued investment in internal and external talent to strengthen
capabilities or to successfully adapt to the expectations of a post-pandemic capability at all levels, develop our future leaders and drive internal career
labour market could impact the delivery of core operational activities and progression.
longer-term strategic objectives, including aspects of our transformation
programme. - Ongoing delivery of improvements in core people management systems and
processes, including a refreshed performance and talent management process to
The business employs more than 65,000 talented and passionate colleagues and drive consistency and improved decision-making.
remains an attractive brand to future colleagues. However, the current labour
market conditions create a heightened risk around recruitment. - An established colleague skills framework to support role-based
performance, development and progression.
- The consequences of the pandemic, including skills shortages and wage
inflation, have contributed to a tight labour market in some key specialist - Ongoing review and maintenance of succession plans for key roles.
areas (including digital, technology and data science) and other critical
operational roles (such as in supply chain and logistics). - Continued investment in skills and capabilities with a particular focus
on driving digital literacy and capability building.
- In addition, colleagues and potential candidates are demonstrating a
preference for roles and employers that offer increasing flexibility to - Investment in pay and wellbeing benefits following completion of a
support life choices, work-life balance and career development in addition to business-wide reward review.
attractive pay and benefits. Linked to these influences, the need for
employers to demonstrate a cultural alignment in other areas such as - A focus on externally benchmarked, market-relevant pay including full
sustainability, diversity and ethical values are becoming increasingly consideration of gender, ethnicity, disability and age.
important.
- A well-established Business Involvement Group which is actively involved
- The broader implications on the availability of labour and key skills in business-wide colleague engagement and representation, including at Board
post-Brexit also continue to be monitored. meetings.
To support the continued delivery of improved trading performance and our - Improved usage of our M&S Alumni community to engage, energise and
transformation ambitions, it is essential that we have the right processes in re-attract great talent.
place, underpinned by effective technology, to identify, develop and retain
talented colleagues.
Operational oversight by Executive Committee
EU BORDER CHALLENGES - Regular engagement with the Board to discuss the actions being taken to
manage evolving border challenges by our accountable businesses.
A failure to manage the cost consequences and operational friction arising
from the complexity of border arrangements following the UK's exit from the - Strengthening the management and accountabilities of Irish operations to
European Union (EU) or further developments in the Trade and Cooperation support targeted mitigation of costs, including opportunities for local
Agreement ("TCA"), including the Northern Ireland Protocol, could have a sourcing.
significant and long-term impact on our Irish business and overall trading
performance. - Operation of a virtual customs warehouse environment and implementation
of an EU hub to mitigate tariff costs.
The business continues to manage a range of complexities that have arisen
following the UK's exit from the EU. Key challenges include: - Continued engagement with key government departments and other external
experts to represent M&S views and review our mitigation strategies. These
- continued uncertainty as the requirements of the Northern Ireland include ministers, industry bodies, the Border and Protocol Delivery Group,
Protocol evolve and our ability to implement sustainable solutions to manage the Department for Environment, Food & Rural Affairs (Defra), HM Revenue
the impact on our Irish business, including the movement of goods across to & Customs, the Foreign Office, and the Northern Ireland Executive.
the Republic of Ireland, our largest EU export business;
- Ongoing work with Defra and our supply base in readiness for the rules
- further increases in the cost base following the introduction of checks for moving goods from the EU to Great Britain.
to inbound goods from the EU to the UK (expected in 2022) and the consequent
pressure on the supply base including viability of suppliers and the impact on - Proactively managing our franchise arrangements with partners.
product availability;
- managing the consequences of introducing more locally sourced products;
and
- monitoring and implementing solutions for any longer-term divergence of
UK and EU rules that may add additional cost and complexity to the business,
particularly in Ireland.
Operational oversight by Executive Committee
BUSINESS CONTINUITY AND RESILIENCE - A dedicated and experienced Business Continuity (BC) team with
established Group Crisis and Incident Management processes.
Significant operational failures or resilience issues at key business
locations, such as Castle Donington, our primary online Clothing & Home - Risk-based BC assessments for stores, sourcing offices and warehouses
distribution centre, or any of our key international sourcing locations, could and validation of key supplier arrangements.
result in significant business interruption. More broadly, an inability to
effectively respond to global events, such as the pandemic or Russia's - Up-to-date BC plans for key activities across our operations, including
invasion of Ukraine, a shortage of raw materials or other products used in our offices, warehouses and IT sites, that continue to evolve in response to new
business, or significant supply chain disruption, could also impact business threats including, where needed, work with critical third parties.
performance.
- Enhanced capabilities at Castle Donington to manage technology failure
The business has continued to demonstrate resilience through the pandemic and and fulfilment capabilities through in-store fulfilment and the use of other
in responding to other significant changes, such as the Russian invasion of warehouses in our network.
Ukraine however, threats to business continuity remain:
- Proactive testing of plans for key business continuity risk scenarios.
- As our online business grows, the potential risk linked to our sales and
growth ambitions from a sustained period offline or an inability to fulfil - Live digital platform to support the business continuity governance
online orders due to a major incident at our Castle Donington fulfilment programme.
centre increases.
- Active engagement with external organisations including the Retail BC
- The loss of, or major disruption at other locations, such as primary Association, government-led forums and membership of the National Counter
supply countries like Bangladesh, China or Sri Lanka; the dedicated warehouses Terrorism Information Exchange.
that store specific food products in the UK; or support facilities (such as
IT), could also impact us significantly. - Enhanced incident reporting with live data-driven dashboard.
- A specific, unexpected or unplanned shortage of product or materials
such as those being created by Russia's invasion of Ukraine (including
sunflower oil or fertiliser), or the global shortage of microchips, could also
impact core trading or transformation activities.
- The potential widespread consequences from currently unknown/new Covid
variants on both our business and third parties could also have severe
operational consequences.
- In addition, our dependency on major third parties means that
significant incidents, long-term resilience issues and recoverability in these
businesses would also impact our own.
Operational oversight by Executive Committee, Crisis Management Team
PRODUCT SAFETY AND INTEGRITY - Group-wide assessment of all safety risks with specific Executive
Committee and business unit ownership.
Failure to prevent and/or effectively respond to a food or product safety
incident, or to maintain their integrity, could impact customer confidence in - Relevant Safety Policy and Standards, Terms of Trade, product safety and
our brand and business performance. "from farm to fork" specifications with clear accountability set at all
levels, including processes to comply with overseas requirements.
- The safety of our products - food and all other product categories - is
vital for our business and we need to effectively manage the potential risks - Compliance standards included in contracts with third-party brands.
to customer health and safety and consumer confidence that face all retailers.
- Risk-based store, supplier and warehouse audit programmes completed by
- This includes considering how external pressures, including economic and independent third parties and own second-line functions, including franchise
environmental changes, could impact the integrity of our products and the operations.
ability to effectively operate and maintain all key controls throughout the
supply chain. - Established processes for the development of products and the associated
packaging, including independent review and approval before launch.
- These external pressures, including the ongoing consequences of the
pandemic, inflationary costs, labour quality and availability, and regulatory - Qualified Food and Product Technology teams with access to external
changes, are becoming increasingly acute. While some of these events are experts where appropriate.
outside of our control, they must nevertheless be monitored and mitigated
against. - Regular engagement with expert bodies and third-party consultants to
understand and respond to changes in safety standards.
Operational oversight by Executive Committee, Group Safety Committee, Consumer
Brand Protection Committee - Tested crisis management plan for safety incidents.
- Monitoring of product quality and customer complaints.
INFORMATION SECURITY - Information security and data protection policies in place, with a
mandatory training programme for colleagues.
Failure to adequately prevent or respond to a data breach or cyber-attack
could adversely impact our reputation, result in significant fines, business - Information Security function, with multidisciplinary specialists,
disruption, loss of information for our customers, employees or business supported by a 24-hour Security Operations Centre and mature incident
and/or loss of stakeholder and customer confidence. management plan.
- The sophistication and frequency of cyber-attacks in the retail industry - Network of Data Protection Officers in priority business areas.
continue to increase and highlight an escalating information security threat.
This threat is further exacerbated by the pandemic and other external events, - Continued delivery of our improvement programme with prioritised
such as the increased threat of cyber warfare linked to current global investment in response to an increase in security events, breaches and the
uncertainty. potential threat of cyber warfare.
- As we continue to use data more intelligently across the business, move - Risk-based cyber security assurance programme, including assessment of
away from legacy systems to new technology and digital solutions, transition controls in overseas locations.
to the cloud, enhance omni-channel customer experiences and build a broader
"ecosystem", the profile of information security and the overall threats - Information security obligations included in third-party contracts with
landscape will continue to change. a risk-based assurance programme to monitor our exposure.
- Our reliance on several third parties hosting critical services and - Active monitoring of our threat environment.
holding M&S and customer data also means that continued assessment and
monitoring is required to ensure that vulnerabilities in their cyber and data - Focused security assurance, architecture and hygiene around our digital
controls do not impact us or our customers. product lifecycle, operations model and significant change activities, like
omni-channel and new technologies.
- Longer-term changes such as the increase in customers using e-commerce,
the growing number of digital and mobile shopping channels, the development of
new technologies and digital touchpoints, and permanent changes in the pattern
of office/home working, will all continue to impact the overall risk.
Operational oversight by Executive Committee
CORPORATE COMPLIANCE AND RESPONSIBILITY - Code of Conduct in place and underpinned by policies and procedures in
core areas of regulation and responsibility that is shared with suppliers and
A failure to deliver against our legal and regulatory obligations or broader third parties where relevant and published externally.
corporate responsibility commitments would undermine our reputation as a
responsible retailer, may result in legal exposure or regulatory sanctions, - Group-wide mandatory training programme for higher-risk regulatory
and could negatively impact our ability to operate and/or remain relevant to areas, like health and safety, anti-bribery and corruption, data privacy, and
our customers and other stakeholders. information security.
- The increasingly broad and stringent legal and regulatory framework for - Established in-house regulatory legal team in place, including
retailers creates pressures on business performance and management of market specialist solicitors.
sentiment requiring frequent changes or improvements in how we operate.
- Dedicated subject-area leaders embedded in the business.
- New and evolving regulatory requirements include: restrictions on the
promotion of foods high in fat, sugar and salt becoming effective from October - Continuous horizon scanning, including monitoring of sanctions and
2022; sanctions and export controls linked to Russia; extended producer export controls.
responsibility for packaging plastics recycling targets; the proposed EU
Directive on corporate due diligence and accountability in the supply chain; - Risk-based assurance and monitoring systems in place covering legal and
anticipated changes in UK corporate governance requirements, development of regulatory compliance, and ethical and social considerations, including for
Taskforce on Climate-related Financial Disclosures (TCFD) requirements; and our overseas operations and suppliers.
potential new reporting under the Taskforce on Nature-related Financial
Disclosures. - Cross-business Fraud Committee and controls framework.
- The diligence required to remain compliant is also impacted by the - A Confidential Reporting line to allow colleagues and other stakeholders
global nature of activities, particularly our supply chains, where changes in to report areas of concern, including breaches.
the external environment and challenging economic conditions, including the
impact of Covid-19 and the Russian invasion of Ukraine, leave ethical and - Established Worker Voice programme in the Food business and transparency
social responsibilities open to a heightened risk of mismanagement or initiatives within Clothing & Home.
exploitation.
- Active monitoring of customer feedback and public sentiment on
- Non-compliance may result in fines, criminal prosecution for M&S or compliance and responsibility, including social media trends.
colleagues, litigation, additional investment to rectify breaches, disruption
or cessation of business activity, as well as impacting our reputation. - Proactive engagement with regulators, legislators, trade bodies and
policy makers.
Operational oversight by Executive Committee, Group Safety Committee, Consumer
Brand Protection Committee, Bank and Services Compliance Monitoring Committee,
Fraud Committee
CLIMATE CHANGE AND ENVIRONMENTAL RESPONSIBILITY - Established Plan A programme with clear accountabilities for each area
of the business relating to our environmental objectives.
An inability to reduce the environmental impact of our business and progress
towards our net zero targets, including those linked to our supply chains, as - Net zero targets agreed with the Board.
well as managing the consequences of climate change on our business, would
fail to meet the expectations of our customers, colleagues, investors and - Alignment of carbon commitments with our revolving credit facility.
other stakeholders, impacting our brand, future trading performance and other
business costs, including financing. - Appointment of c.120 cross-business carbon champions, and launch of an
internal Green Network with c.600 cross-business colleagues.
- We operate in a world and sector with increasing pressure from
carbon-conscious customers, investors and government bodies to operate in a - Established product and raw material standards and processes outlining
more environmentally conscious manner, where sustainability forms a core part environmental and sustainability considerations for own activities and the
of decision-making. This includes, for example, our response to the growth in supply chain.
the circular economy, waste reduction, low-carbon products and use of recycled
fabrics. - Clothing Quality Charter and Environmental and Chemical Policy in place
for all suppliers.
- Future business performance will be impacted by our ability to
effectively manage the transition to a low-carbon economy - balancing - ESG Committee, with Board membership, in place to oversee the delivery
commercial decisions with environmental responsibility, agreeing business-wide of our carbon commitments and broader ESG risks.
decarbonisation priorities and managing changes in customer preferences. This
includes management of the increasing costs associated with sustainable - Developed our response to TCFD including quantitative scenario analysis
materials, recycling, carbon pricing and further technological, policy and in key areas (cotton, animal protein and property) to enhance external
regulatory interventions. reporting.
- Early engagement and planning with partners and suppliers to support - Inclusion of specific climate-related risks and mitigations linked to
their decarbonising activities is also becoming increasingly important in the Plan A in business and functional risk registers.
delivery of our net zero commitment.
- Linkage of financing with the delivery of our net zero roadmap.
- From an operational perspective, the physical impact of climate change
on the availability of raw materials and food products, the geography of the
locations from which we source and operate, and the condition of our buildings
will need to be managed effectively to reduce the impact on trade and the
income statement.
Operational oversight by ESG Committee
LIQUIDITY AND FUNDING - A £850m undrawn, revolving credit facility and £1,197.9m of cash and
cash equivalents.
An inability to maintain short- and long-term funding to meet business needs
or to effectively manage associated risks could impact our ability to - Review and refinement of our three-year plan, linked to strategic
transform at pace, as well as have an adverse impact on business viability. priorities, with sensitivity analysis to assessthe impact of the changing
economic environment.
- While active management of our cash, liquidity and debt position through
the pandemic and an improvement in trade have resulted in a strong cash - Continued focus on working capital management to continue to improve
performance, we maintain a continued focus on our liquidity and funding cash flow and reduce reliance on bank facilities.
requirements.
- Ongoing scrutiny and challenge of discretionary expenditure and capital
- Availability of, and access to, appropriate sources and levels of spend controls that were strengthened during the pandemic.
funding remain vital for the continued operation of business activity and the
next phase of our transformation. Our ability to repay debt and fund working - Close monitoring and stress testing of projected cash and debt capacity,
capital, capital expenditures and other expenses depends on our operating financial covenants and other rating metrics.
performance, ability to generate cash and to refinance existing debt.
- Treasury operations are managed and monitored in line with a Board
- We also have pension fund commitments that require active management and approved Treasury Policy.
monitoring.
- Frequent engagement and dialogue with the market and rating agencies.
Operational oversight by Executive Committee
The risks listed do not comprise all those associated with Marks & Spencer
and are not presented in any order of priority. In addition to the risks
disclosed, a wide range of lesser impacting risks and uncertainties that Marks
& Spencer is exposed to, or could be exposed to in the near future, are
actively monitored and managed. These less material risks are kept in view in
case their likelihood or impact should show signs of increasing.
Further information on the financial risks we face and how they are managed is
provided on pages 165 to 175 of the 2022 Annual Report.
Directors' Responsibility Statement
The 2022 Annual Report contains the following statements regarding
responsibility for the financial statements in compliance with DTR 4.1.12.
Responsibility is for the full Annual Report and Financial Statements 2022 and
not the condensed statements required to be set out in the Annual Financial
Report announcement.
The directors are responsible for preparing the Annual Report, the
Remuneration Report and Policy and the financial statements in accordance with
applicable law and regulations. Company law requires the directors to prepare
financial statements for each financial year. Under that law the directors are
required to prepare the Group financial statements in accordance with
international accounting standards in conformity with the requirements of the
Companies Act 2006 and International Financial Reporting Standards ("IFRS").
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 the Company and of the profit or loss of the Group
and the Company for that period.
In preparing these financial statements, the directors are required to:
- Select suitable accounting policies and then apply them
consistently.
- Make judgements and accounting estimates that are reasonable and
prudent.
- State whether applicable IFRS (as adopted by the UK) have been
followed, subject to any material departures disclosed and explained in the
financial statements.
- Prepare the financial statements on a going concern basis unless
it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Group
and the Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the
Company's website. Legislation in the UK governing the preparation and
dissemination of financial statements may differ from legislation in other
jurisdictions.
Each of the current directors, whose names and functions are listed on pages
60 and 61, confirms that, to the best of their knowledge:
- The Group financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company and
the undertakings included in the consolidation taken as a whole.
- The Management Report includes a fair review of the development
and performance of the business and the position of the Company and the
undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face.
- The Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the necessary information for shareholders to
assess the Group's position, performance, business model and strategy.
The Directors of Marks and Spencer Group plc are listed in the Group's 2022
Annual Report, and on the Group's website: corporate.marksandspencer.com.
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