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Transformation Underway MARKS AND SPENCER GROUP PLC TRANSFORMATION UNDERWAY ANNUAL REPORT & FINANCIAL STATEMENTS 2018 + ANNUAL REPORT FINANCIAL& STATEMENTS NOTICE OF ANNUAL GENERAL MEETING 2018 2018 AT A GLANCE M&S is a unique retailer with a great heritage of brand values and customers who want to see it succeed again. We operate Food, Clothing & Home and other retail businesses using the M&S own-brand model, focused on delivering great value for money. Although primarily based in the UK, we sell into 57 countries from 1,463 stores and 20 websites around the world. We employ 81,000 colleagues serving about 32 million customers. We are committed to a programme of transformation to ensure that once again M&S can fulfil the potential of its brand and deliver long-term sustainable, profitable growth to investors, colleagues and the communities in which we operate. FINANCIAL OVERVIEW GROUP REVENUE +0.7% GROUP PROFIT BEFORE TAX -62.1% £10.7bn £66.8m ADJUSTED PROFIT BEFORE TAX -5.4% £580.9m TOTAL DIVIDEND Level NET DEBT -5.5% 18.7p £1.83bn BASIC EARNINGS PER SHARE -77.8% ADJUSTED EARNINGS PER SHARE -8.6% 1.6p 27.8p STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 01 Digital First 25 Chairman’s Governance overview 77 Consolidated financial statements 02 Chairman’s statement 26 Our Board 81 Notes to the financial statements 04 Chief Executive’s statement 28 Board activities 115 Company financial statements 06 Food performance 30 How we engage & respond 116 Notes to the Company financial 07 Clothing & Home performance 32 Board composition & attendance statements 08 Channels to the Customer 33 Responsibilities & oversight 119 Group financial record performance 34 Nomination Committee Report 120 Glossary 09 Our people 36 Audit Committee Report 10 Our business model REPORT DIRECTORS’ 42 Remuneration overview 11 Key performance indicators 46 Summary Remuneration Policy 122 Notice of meeting 15 Financial review 50 Remuneration Report 19 Non-financial information 63 Other disclosures 20 Risk management 68 Independent auditor’s report 130 Shareholder information* 22 Principal risks & uncertainties * Directors’ Report Shareholder information forms part of the Directors’ Report. ALTERNATIVE PERFORMANCE MEASURES The report provides alternative performance measures (APMs) which are not defined or specified under the requirements of International Financial Reporting Standards. We believe these APMs provide readers with important additional information on our business. We have included a glossary on pages 120-121 which provides a comprehensive list of the APMs that we use, including an explanation of how they are calculated, why we use them and how they can be reconciled to a statutory measure where relevant. 01 ANNUAL REPORT AND FINANCIAL STATEMENTS 2018 DIGITAL FIRST M&S is transforming In a competitive and rapidly evolving market, accelerated change is the only option. We’re becoming more relevant, more often to our existing customers and appealing to new ones, especially larger households and busy families. And the way we communicate is transforming too. This report is different. We’ve cut down on the superfluous content so that we can cut down on the amount of paper we use. It also includes the Notice of Meeting for our 2018 AGM which you will find at the back of the report. Like in every area of our business, we are thinking Digital First. REPORT STRATEGIC So, there is more detail and insight available online via marksandspencer.com/annualreport2018 WHY GO DIGITAL? Access to more detailed and interactive content The money saved on printing and postage will help lower our costs Reduces our carbon footprint and saves paper GOVERNANCE DIGITAL FIRST COMMUNITY Join our Digital First community and sign up for online communications only, in time for next year’s report. It’s much less fuss, much more interactive and you’ll be helping M&S to reduce its impact on our environment. To register, visit shareview.co.uk, a secure platform provided by our Registrar, Equiniti. From the home page, simply click ‘Portfolio’ followed by ‘Open Portfolio Account’ and follow the on-screen instructions. You will need your shareholder reference number to register. FINANCIAL STATEMENTS 02 MARKS AND SPENCER GROUP PLC STRATEGIC REPORT CHAIRMAN’S STATEMENT In September 2017, I took over as Chairman For this reason, at the time of our Half of Marks & Spencer. I did so in the belief that Year Results in November, Steve Rowe set the right actions and a strong management out his diagnosis of our problems and team can revive again one of the UK’s most announced the beginning of a five-year special brands – a business much loved by transformation programme, ‘Making M&S its employees, customers, and suppliers. Special Again.’ In this Annual Report we set out in greater detail the composition Since that time, I have had an opportunity to of that programme. The first phase is meet with many colleagues in the business about restoring the basics, getting the and examine the challenges we face from organisational structure and infrastructure the inside. There is no doubt in my mind of the business fit for the future. that we face formidable headwinds and transformational changes are needed. The This is vital because despite years of high “The genesis of any continued migration of clothing and home spending, the shape of the business is out online, the further development of global of date and much of our infrastructure is turnaround starts with competition, the growth of home delivery in inefficient. For instance, while competitors food and the march of the discounters all have modernised their store estate, M&S the recognition of the amount to threats that are eroding our has been slow to close stores and renew business and market position. These, together them. Our supply chains in both Clothing & ‘unvarnished truth’.” with a challenging UK consumer market, Home and in Food require significant mean that we have a burning platform. re-engineering. In fast-moving fashion this ARCHIE NORMAN CHAIRMAN Accelerated change is the only option. means we are slower than most of our major competitors to market and carry high levels These threats are not new but the tide is of stock. Although online sales are growing, running more strongly against us now our online capability is behind the best of than at any previous time. And I am very our competitors, and our fulfilment centre conscious that previous generations of at Castle Donington has struggled to cope highly capable managers and boards with peak demand. Our technology support have come and gone without arresting is improving as we migrate off legacy the underlying drift in competitiveness. systems and an old mainframe. In both main Our failure to adapt has not therefore been a retail businesses, our customer base has result of weakness in strategic thinking, nor a narrowed and we have lost share of younger lack of talented leadership, nor of capital INTERIM Paid on 12 January 2018 family-age customers. expenditure. Behind most underperforming businesses there sits organisational failure Although we will present more detail of and culture that has proved resistant to the transformation strategy over the next 6.8p change. Our case is no exception. That is 12 months, Steve has already announced not to say we do not have many great and the pillars of this first phase. We are well passionate colleagues. We owe it to them to on the way to closing at least 25% of our make change an imperative, to simplify the Clothing & Home space. The website is being FINAL To be paid on 13 July 2018 culture, and create a faster, lower cost, more improved and we are investing to remedy commercial business. the problems at Castle Donington and build a single-tier distribution network. We aim The genesis of any turnaround starts to almost double our online share of with the recognition of the ‘unvarnished 11.9p Clothing & Home sales to over 33%. We have truth’: the ability of the management to established a technology partnership with set corporate vanity on one side and TCS to improve our IT base. Teams have communicate the urgency of change been established to address the supply TOTAL DIVIDEND FOR 2017/18 and the true state of the business internally chain issues in both main businesses. and externally. In our case, store colleagues We are taking steps to recover our appeal on the front line feel the pressures of to family-age customers in clothing, trading every week. To them, and indeed reduce the number of product lines and many shareholders, the hard facts are buy more stylish product in greater depth. 18.7p no surprise. Indeed, it comes as a relief to The expansion in Food space has been hear the leadership talk about the reality slowed while we concentrate on refreshing and invite all colleagues to climb on board the format and driving sustainable growth. with a far-reaching programme of change. Our International business has already been rationalised and we are now creating a 03 ANNUAL REPORT AND FINANCIAL STATEMENTS 2018 competitive network of mainly franchise- These changes are urgent because the I have a large number of board-level led businesses in territories where we can world is changing around us. I am acutely colleagues to thank. My predecessor, grow. These are basic enabling steps which aware that shareholders at M&S have heard Robert Swannell, set the platform for the should provide a platform for restoration about similar programmes before. Some current changes and established strong of growth in later stages. made progress, others proved to be false corporate governance routines. Helen Weir dawns. The chill winds of competition in as CFO brought to the business much Alongside this we have announced all our markets are now such that time is intellectual challenge and financial formative changes in the organisation.
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