ANNUAL REPORT
AND ACCOUNTS
2016
ASOS is a global fashion destination for 20-somethings.
We sell cutting-edge fashion and offer an unrivalled variety
of fashion-related content, making ASOS.com the hub of
a thriving global fashion community. We sell more than
85,000 branded and own-label products through localised
mobile and web experiences, delivering from our fulfilment
centres in the UK, US and Europe to almost every country in
the world.
In 2016, we continued to invest in prices while accelerating
investment in technology and logistics. We further localised
content and continued to expand our delivery service
proposition, including launching free returns across the EU.
Our sales trajectory accelerated, with retail sales up 26%
and we also delivered on our profit expectations, laying
the foundations for this success to continue into the
coming year.
We have built a business model that allows us to be nimble,
restless, brave and innovative, and as a result, respond to
our customers’ ever-changing habits.
6.5m
followers2
2.8m
followers2
7.4m
followers2
1.5m
followers2
12.4m
active customers1
1 As at 31 August 2016; defined
as having shopped in the past
12 months.
2 As at 31 August 2016.
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Where we do it
1 US warehouse: Ohio, US
2 Marketing services office and press showroom:
New York, US
3 24-hour customer care office:
Hemel Hempstead, UK
4 Central distribution centre: Barnsley, UK
5 Additional IT support: Birmingham, UK
6 Headquarters: London, UK
7 Marketing services office: Berlin, Germany
8 European warehouse: Grossbeeren, Germany
9 Marketing services office: Paris, France
10 Returns processing centre: Swiebodzin, Poland
11 Marketing services office: Sydney, Australia
12 Returns processing centre: Sydney, Australia
Global positioning according to Comscore3
Our ranking in the Retail – Apparel category for
monthly visitors aged 15 to 34 (August 2016)
#1 Australia
#3 France
#6 Germany
#3 Italy
#8 Russia
#12 Spain
#1 UK
#14 US
#6 Worldwide
3 Relates to desktop visits only
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240
countries and
territories shipped to
8
ASOS.com local country
sites: UK, France, Germany,
Italy, Spain, Australia, US,
and Russia
RoW
EU
Total
Retail sales
£1,403.7m
+26%
US
UK
EU
Retail sales
£374.9m
+28%
RoW
Retail sales
£245.8m
+9%
UK
Retail sales
£603.8m
+27%
US
Retail sales
£179.2m
+50%
CONTENTS
Financial and Operational Highlights
Strategic Report
02
03 Chairman’s Statement
04 Our Business Model
06 Our Performance
07
11 Discovering what makes ASOS special
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Top talent for our growing business
Putting technology to work for our customers
Thanking customers – and deepening our
relationship with them
Risk Report
20
25 Corporate Responsibility
Governance Report
38
Board of Directors
40 Corporate Governance Report
44 Audit Committee Report
47 Directors’ Remuneration Report
56 Directors’ Report
58
Statement of Directors’ Responsibility
Financial Statements
60
Independent Auditors’ Report to the Members
of ASOS Plc
Consolidated Statement of Total
Comprehensive Income
65
Consolidated Statement of Changes in Equity
Consolidated Statement of Financial Position
Consolidated Statement of Cash Flows
66
67
68
69 Notes to the Financial Statements
89
Independent Auditors’ Report to the Members
of ASOS Plc
Company Statement of Changes in Equity
Company Statement of Financial Position
Company Statement of Cash Flows
Notes to the Company Financial Statements
Five-Year Financial Summary (unaudited)
91
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94
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100 Company Information
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FINANCIAL AND OPERATIONAL HIGHLIGHTS
n
n
n
Revenue growth of 26% (UK revenue up 27%,
international revenue up 25%).
International retail sales 57% of total retail sales.
Price, product and proposition improvements,
coupled with continued investment in our logistics
and technology capabilities, led to EBIT margin for
continuing operations before exceptional items of
4.4% (2015: 4.0%).
n
Robust closing cash balance of £173.3m
(2015: £119.2m).
REVENUE1 (£)
+26%
1,143.0m
970.1m
1,444.9m
GROSS PROFIT1 (£)
+26%
722.2m
573.1m
486.9m
PROFIT AFTER TAX1 (£)
+43%
51.4m
41.4m
36.0m
2014
2015
2016
2014
2015
2016
2014
2015
2016
OPERATING PROFIT1 (£)
+37%
63.0m
52.2m
46.1m
DILUTED EPS1 (p)
+42%
61.8p
49.8p
43.4p
NET ASSETS (£)
–16%
237.3m
193.0m
200.4m
2014
2015
2016
2014
2015
2016
2014
2015
2016
1 The figures for 2014, 2015 and 2016 exclude exceptional items in relation to the warehouse fire in 2014 and legal settlement in
2016, and the discontinued operations in China.
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ASOS PLC
ASOS PLC CHAIRMAN’S STATEMENT
I said in my last statement that I was looking forward to seeing
what the new management team with Chief Executive Officer
Nick Beighton and Chief Financial Officer Helen Ashton, who
took up their roles at the beginning of this financial year, would
achieve, together with all the ASOS team. Twelve months later,
the short answer to that is: a lot. We have maintained the
momentum from the end of the 2015 financial year, and the
business has continued to seize the opportunities ahead of it,
again through continued investment and a strong customer ethos.
Strategy
Our market has continued to grow this year and the pace at
which ASOS needs to move to stay on top will only increase –
a challenge we embrace. That requires an ever greater focus on
what really helps us win – namely delivering what our customers
want, to keep them engaged with our proposition, particularly in
our key markets. To do that, we reached two major decisions that
we firmly believe will aid us in this endeavour.
The first was to close our China operation in May, which wasn’t
a decision we took lightly. It was difficult to lose so many talented
and hard-working employees, but after three years we weren’t
convinced that our operations in China were going to become
profitable within a reasonable timeframe and we concluded that
this investment could be deployed far more effectively elsewhere.
The move has allowed us to concentrate on our priority territories
– UK, continental Europe and the US – where there are many
exciting opportunities and where we can better leverage our
growing logistical footprint.
The second decision was to settle some long-running trademark
infringement disputes. While we had successfully defended the
claims against us so far, there was no certainty that we could
continue to do so and this settlement provides absolute clarity for
our business on a global basis and in key trading areas such as
athleisure and fashion sportswear which we intend to pursue in
the coming year.
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focused on positioning our international pricing to where it
should be, and further improving our delivery options in our
major markets. We continue to make them simpler, faster, more
convenient and trackable, just as our customers expect them to be.
We’ve also invested significantly in technology, which
underpins everything we do at ASOS. We’re making our
systems more adaptable and better able to cope with our
pace of change. It’s exciting to see the extent to which
investment in the platform is beginning to pay off. It’s removed
some issues that have constrained us and is really transforming
the capabilities of the business.
We’ve also continued to invest in retail propositions and new
categories, such as more gifting options, third-party branded
specialist maternity range, and beauty and grooming.
ASOS people
ASOS is nothing without its people and everything we achieve
is down to them. Their passion for the brand is incredible.
‘ASOSers’ are an amazing asset for the business and we never
take them or their passion for granted. The Board and I offer all
the team our heartfelt thanks, as always.
A change to the Board
Karen Jones, a Non-Executive Director, stood down at our last
AGM. Karen had been with us for six years and was Chair
of the Remuneration Committee. She steered us through some
significant remuneration changes, particularly new share
schemes, and, on behalf of the entire Board, I’d like to thank her
for the entrepreneurial flair and insights she brought to ASOS.
Dividend
The Board has again decided not to declare a dividend. We
generate a high return on invested capital and currently have
no shortage of places to invest our surplus cash to improve our
customer proposition. We believe the right thing to do is to keep
growing the business by focusing on our customers.
The year ahead
In our market, standing still is not an option. Everyone at ASOS
knows that to stay ahead we need to make life even harder
for our competitors and better for our customers. They will only
engage with and commit to us if we commit to them. That’s very
exciting and must continue. If we’re to become the world’s no.1
fashion destination for 20-somethings, as we fully intend to, our
products need to be at the forefront of fashion, the price needs to
be right for the market and we have to make it as convenient as
possible for people to shop with us.
It’s been a good year, and the hard work has paid off, but we’ve
still got plenty to do. We’re all up for the challenge.
Investment
These two significant decisions enabled us to sharpen our focus,
and to continue to invest in our customer proposition. We’ve
Brian McBride
Chairman
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ANNUAL REPORT AND ACCOUNTS 2016
OUR BUSINESS MODEL
Our aim is to build an increasingly
desirable, defendable and
differentiated business model,
with a customer experience to
match. From fashion advice, stories
and inspiration, to more than
85,000 products available to buy
across any device, ASOS, with its
unbeatable service, is a true home
for young fashion lovers.
Our mission remains unchanged:
to be the world’s no.1 fashion
destination for 20-somethings. We
have made great progress towards
this over the past financial year
against our four strategic pillars.
GROUP KEY PERFORMANCE INDICATORS
12.4m (+25%)
Total active customers1
7.7m (+28%)
International active customers1
1,348.7m (+22%)
Total visits
908.6m (+25%)
International visits
38.3m (+30%)
Total orders
19.4m (+30%)
International orders
3.08 (+4%)
Average order frequency
48.5% (-30bps)
Retail gross margin
4.4% (+40bps)
PBT margin from continuing
operations before exceptional items
1 As at 31 August 2016, defined as having shopped in the past
12 months.
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1 GREAT FASHION, GREAT PRICE
We are customer obsessed: we inspire 20-somethings around
the world to look, feel and be their best. We are inclusive and
believe fashion should be accessible to everyone, irrespective
of their shape or size.
We offer a combination of ASOS own-label and a curated
edit of brands, from familiar high street names to lesser known
brands that are new to the market. In essence, we offer the
latest trends, of the best quality, at the right price.
Key risks2
n Retail market position and ‘fashionability’
n Inadequate product quality or Ethical Trading Standards.
2 AWESOME ON MOBILE
Our vision is to fundamentally change the way our
customers live and shop for fashion on mobile. We do this
through our mobile strategy: (1) customer engagement –
delighting our customers, providing them with inspiration and
exciting news about fashion; (2) technology innovation – staying
ahead both of our customers’ expectations, and the curve in
mobile; (3) shopping experience – delivering the most enjoyable
and seamless shopping experience available on mobile.
Key risks2
n Change in primary ways customers go online
n IT capability fails to keep pace with growth of business.
3 ENGAGING CONTENT AND EXPERIENCE
We understand our customers, what inspires them and what
interests them. We reach them by producing great content and
we know how to make our content matter to them. This elevates
us from being a shop to being a fashion destination and the
customer’s experience of our content turns a simple sale into
a loyal customer, who returns to us more frequently. We make
sure we are in the forefront of our customers’ minds so that
when they buy fashion, they buy ASOS.
Key risks2
n Poorly engaging digital experience
n Change in primary ways customers go online
n Market forces increase cost of ecommerce drivers.
4 BEST-IN-CLASS SERVICE
Our customers have high expectations and we aim to offer a
friction-free online shopping experience. We deliver this through
an ever-expanding list of free, quick and reliable delivery options
and hassle-free returns (free in most of our key territories),
allowing customers the flexibility of trying on the latest fashion
in the comfort of their own homes. Our Customer Service Team
helps with any questions along the way.
Key risks2
n Security of customer data
n Robustness of IT systems and infrastructure
n Logistics and fulfilment.
2 For further information on risks, please see the Risk Report on pages 20 to 24.
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1 GREAT FASHION, GREAT PRICE
Strategic developments in FY16
Key performance indicators
2 AWESOME ON MOBILE
3 ENGAGING CONTENT AND EXPERIENCE
4 BEST-IN-CLASS SERVICE
n Continuation of our ‘first price, right price’ strategy resulting
in the launch of thousands of new styles in an ever-changing
brand portfolio to provide the best edit of the latest trends to
customers, including the addition of upcoming brands such as
Young Bohemians, Nocozo and Sixth June, as well as more
famous names from Matthew Williamson to Kendall and Kylie
and a host of new and exclusive specialist brands.
n Extension of our own-label range through the launch of the
ASOS Bridal collection and expansion of ASOS White and
ASOS Red Carpet collections.
n Our strategy to focus on newness has driven sales growth,
improved our full price sell-through and resulted in faster stock turn.
85,000 (+6%) Number of product lines
4,000 (+30%) Number of new styles each week
850 (+6%) Number of brands
56% Branded vs 44% Own-label mix
Over 50,000 Own-label styles designed in-house
Over 60% of styles are exclusive to ASOS
n Achieved record levels of active installations with customers
using our apps on average eight times a month.
n Re-launched iOS ASOS mobile app with a complete refresh
using the latest technology and boosting the user experience.
n Updated our Android app multiple times to improve quality and
performance; Android is also our platform of choice for the
initial roll-out of our new checkout experience, the ASOS
New Digital Platform.
66% (+760bps) Percentage of visits on a mobile device
8m Number of active app users on iOS and
2m on Android
Our apps are constantly rated 5 stars
72mins Customer time spent on average
on our apps each month
n Rolled out our new ASOS A-LIST rewards scheme in the UK.
n Introduced online destinations such as The Holiday Shop and
The Wedding Shop to help edit customer experiences.
n Rolled out our student validation tool across our key markets
running local on-campus events and creating student-targeted
content for the audience.
n Launched ‘As Seen On Me’ in Germany, France, Australia
and the US, enabling customers to share images of themselves
wearing ASOS products on social media and on our websites.
n Unveiled the first French and German editions of the ASOS
magazine, sent to more than 60,000 loyal customers in
each market.
19.3m (+54.4%) Social media followers
60,000 (0%) Pieces of inspiring fashion
and lifestyle content published per month
£70.84 (+3%) Average basket value
2.82 (+1%) Average units per basket
£25.09 (+2%) Average selling price per unit
10bps Increase in conversion
n Reduced EU standard delivery from nine to five days.
n Launched next-day delivery in 14 additional EU countries.
n Launched free returns across all EU countries.
n Reduced US standard delivery times from six to four days.
n Introduced express delivery to 66 new countries and territories.
n Implemented a Customer Care Contact Centre Platform,
enabling our advisers to deliver a seamless customer
experience across multiple channels.
n Hit new pick-and-pack records at Barnsley over the summer
sale period with our new sorter and pack module.
n Eurohub 2 build underway, on time and budget.
29 (+23) Number of countries offering free returns
96.5% (+300bps) Percentage tracked deliveries
97.0% (+1,000bps) Percentage tracked returns
15mins (0%)
Social media customer care response times
147 units per man hour (+43%)
Picked at our Barnsley warehouse
39 units per man hour (+4%)
Returns processed across our warehouses
5
ANNUAL REPORT AND ACCOUNTS 2016
OUR PERFORMANCE
The Group has delivered a strong set of results for
the year to 31 August 2016 with retail sales growth
of 26% to £1,403.7m (2015: £1,112.2m) driven by
strong product, delivery improvements and further
price investments across our major markets.
Nick Beighton
Chief Executive Officer
Helen Ashton
Chief Financial Officer
Our sales momentum strengthened across all regions as the
year progressed, most notably in the US following our decision
to fully invest in our US customers through both price and
proposition improvements.
In line with guidance, the Group gross retail margin decreased
by 30bps to 48.5% (2015: 48.8%) as price investments in the
US, Europe and RoW were offset by a higher full price mix.
Delivery receipts grew 35% aided by higher next-day delivery
usage and the expansion of Premier globally. We also saw an
increase of 29% in third-party revenues which had a positive
impact on gross margin, which at 50.0% (2015: 50.1%) was
only 10bps down compared to last year.
Continuing profit before tax and exceptional items grew by
37% to £63.7m (2015: £46.4m), as investments in delivery
proposition, marketing and depreciation were offset by
warehouse automation efficiencies and the non-recurrence of
last year’s £4.9m fixed asset write-offs.
The Group discontinued its in-country China operation which
incurred an operating loss before tax of £3.6m up to the
point of closure in May 2016 (2015: £5.2m) and one-off
exceptional closure costs before tax of £6.5m, of which
£4.4m was non-cash. Previously planned investment in China
was re-deployed elsewhere.
In September 2016, the Group settled its trademark infringement
disputes. This resulted in a one-off exceptional legal settlement
of £20.9m (including associated legal fees) representing
full, final and global settlement of all outstanding litigation.
Importantly this settlement now allows us to more actively target
the significant and growing sportswear market. The settlement
will be paid in the new financial year. Within the comparative
results for the year to 31 August 2015, one-off business
interruption reimbursements of £6.3m in respect of a warehouse
fire in 2014 are also reported as an exceptional item.
Our Eurohub 2 site was handed over to us on 29 September
2016, and we remain on track to commence live operations in
March 2017 with costs in line with expectations.
After taking into account exceptional items and discontinued
operations, the Group generated profit before tax of £32.7m
(2015: £47.5m).
GREAT FASHION, GREAT PRICE
At ASOS, our product offer is truly unique, combining our
in-house designed ASOS own-label with the best curated edit
of third party brands. We do not proactively manage our
own label and branded mix: we let our customers choose,
ensuring we offer the best quality at the right price. We launch
approximately 4,000 new styles each week, now stocking over
85,000 product lines. In order to provide this level of newness,
the way we plan and trade is constantly evolving and our
growing UK and European supply base allows us to turn new
stock buys in weeks, rather than months, giving our customers
what they want earlier and improving full price sell-through.
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CASE STUDY
Top talent for
our growing business
One thing’s for certain – we know how to
attract talent. In June 2016, LinkedIn named
ASOS the sixth most attractive employer
in the UK, based on how we engage with
people on our LinkedIn page, how we retain
our talent and how audiences engage with
our content on social career channels.
To give potential applicants a better idea of
what it’s like to work for us, we release
videos on social media for many of the key
roles we recruit for. It’s making a real
difference in helping us attract the right
quality of people and giving them an
authentic insight into our culture.
“We’re a destination employer,” says Peter
Collyer, People Director at ASOS. “A lot of
people are interested in working for us –
partly because of our brand name, partly
because we’re in fashion and partly because
of our unique culture.”
Last year, we recruited more than 500
people into brand new roles, particularly
in technology, which of course is a massive
and growing part of our business. We’re
particularly pleased that five of our
Technology Team recruits came through the
Prince’s Trust, the charity that helps young
people get into jobs, education and training,
following a series of workshops we ran with
young people in London. “We were
so impressed, we hired them practically on
the spot!” he comments. We also look to
the long term in our hiring, and this year
continued to build strategic partnerships with
key universities across the UK, attending
career events and delivering workshops
and masterclasses.
“We’ve worked hard to be in a privileged
position where we can attract really talented,
capable and fun-loving people who want
to be part of something special,” says Peter.
“Investing further in future talent in the
UK and globally will continue to be a key
focus for us over the next 12 to 18 months.
Recruitment isn’t just about new people,
though – internal development really matters
to us, and we promoted more than 500
employees throughout 2016. We are really
excited about the future, about how we are
evolving, and about the opportunities we can
create for great people.”
ANNUAL REPORT AND ACCOUNTS 2016
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OUR PERFORMANCE continued
Our ASOS own-label offers an unparalleled width of product
for 20-somethings, catering for all customer segments and
sizes, across all categories and price points. Alongside the
core own-label offer, we also work on collaborations and sub-
brands such as the ASOS Bridal collection, ASOS White and
ASOS Africa, which augment the range by adding a point of
difference with a new aesthetic and a different story.
Our third party branded edit spans from some of the largest
global retailers to small, new and emerging brands. This year we
added 233 new brands, including upcoming ones such as Young
Bohemians, Nocozo and Sixth June, as well as more famous
names like, Kendall and Kylie. Each selection forms an integral
part of the whole ASOS offer, bringing something new, different
and relevant to each season. To satisfy the appetite for something
different, we also work with brands to develop exclusive
ranges, including unique colours and styles as well as exclusive
collections. This year we have launched The Noak and Heart &
Dagger labels on Menswear and a globally exclusive swimwear
range with Monki on Womenswear. As a result, nearly 60% of
our product offer is totally exclusive and unique to ASOS.
We enter the new financial year with exciting plans for the
continued growth of specialist departments in Womenswear
and we will be launching ‘Big’ and ‘Tall’ specialist ranges
in Menswear. We can also now fully realise the sportswear
opportunities in the market following global settlement of the
trademark infringement disputes, with new categories and
brands becoming available in our branded edit alongside
a new own-label sportswear range. Alongside this we
will be expanding gifting, beauty and grooming, lifestyle
and loungewear ranges. We remain customer obsessed,
continuously developing our retail offer to deliver the greatest
possible choice of relevant fashion at the best price, whatever
their shape or size.
AWESOME ON MOBILE
Mobile continues to be critical to our success and the vision is
to fundamentally change the way customers live and shop for
fashion on mobile. We now have more than 10m active installs
of our app, with 7.5m new downloads during the financial year.
On average, ASOS customers shop on the app eight times a
month, spending more than 70 minutes online during that time.
As a result, 66% of traffic now comes from mobile devices and
51% of orders are now being placed on our mobile platforms.
During the year, we launched the brand new iOS ASOS
mobile app which was built completely from scratch using
the latest technologies and incorporated a new homepage
and design, easier navigation and innovative features such
as spotlight search and 3D touch for iPhone 6S users. We
have also improved the quality of product imagery and
the performance of our Video Catwalk function. Customer
feedback and engagement has been very positive, with the
new app earning a 5-star rating in App Stores worldwide.
making the customer experience far more responsive. This
feature was introduced to our Russian customers in June 2016,
and post year-end deployment is now largely complete across
both Android and iOS in all markets.
We constantly look to improve our mobile offering and during
the new financial year, we plan to double investment in this
area, delivering a number of initiatives to further improve
customer engagement.
ENGAGING CONTENT AND EXPERIENCE
We understand our customers, what inspires them and what
interests them. We reach out to them by producing great
content, which makes us much more than just a place to shop.
By becoming a fashion destination offering a unique customer
experience, we turn a sale into a loyal customer, who returns
to us frequently. This is evidenced in our increasing customer
engagement metrics, with visits growth of 22%, order growth
of 30%, average basket value up 3% and average order
frequency up 4%. We exited the year with active customers of
12.4m, an increase of 25% in comparison to last year.
In the UK, we launched ‘ASOS A-LIST’, our loyalty programme,
giving customers the opportunity to build up points from
purchases which are then exchanged for vouchers for use on our
platforms. Customer engagement with ’ASOS A-LIST’ has been
strong and we are starting to see increases in key metrics such as
basket size and order frequency from participating customers.
We continue to encourage participation across all our social
platforms and now have over 19m followers, up 54% compared
to last year. We always focus on being on the platforms where
our customers are and moving nimbly as these platforms evolve.
This year we have been testing new formats like Instagram
Stories, Facebook Live Video and Snapchat filters and our
customers have responded positively. We publish over 60,000
pieces of inspirational fashion and lifestyle content every month
to build awareness and brand engagement. Other key highlights
this year include launching the first French and German editions
of the ASOS magazine, which we sent out to over 60,000 loyal
customers in both countries, with a US version soon to follow in
November 2016. We have local Snapchat channels going live
in Australia, France and Germany and new Instagram accounts
tailored to Menswear for France and the US.
BEST-IN-CLASS SERVICE
Our customers have high expectations. We aim to offer a
friction-free online shopping experience, every time.
Delivery and returns
Continually enhancing the range of delivery and returns options
enables us to move towards our goal of providing a best-in-
class customer proposition. We have stepped up the pace of
change in this area during the financial year.
As part of our mobile checkout programme, we have rolled out
a brand new localised checkout experience on our Android
apps, powered by the new digital platform. This has allowed
us to remove third party proxy solutions for language, thereby
In the UK, we introduced a four-hour estimated delivery window
for standard delivery and returns collections as well as a
mobile label-less returns solution in 3,000 locations. We have
extended Click & Collect cut-offs from 5.00pm to 6.00pm, next
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RACHEL HARTLEY IT Service Team Co-ordinator
“Black Friday 2015 was amazing! I sit in Tech and
it was fantastic to watch the team work tirelessly
in the run-up, and deliver an outstanding technical
performance on the day.”
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day delivery cut-offs on Saturday and Sunday from 5.00pm to
7.00pm, and also launched ‘Precise Delivery’ where customers
can select a one-hour delivery window.
Internationally, we introduced unlimited free next-day delivery
to both home and store for French Premier customers and
free next-day delivery for German and Northern Irish Premier
customers. We launched next-day delivery in 14 additional
EU countries, including Austria, Cyprus, Finland, Greece,
Luxembourg, Portugal and several Eastern European countries,
making next day delivery available to all 29 EU member states.
Free returns are a key part of our customer proposition and
during the year we extended this to the whole of the EU,
and to Australia in August 2016.
We introduced Express services to 66 new countries and
also reduced the cost of this service in several territories.
We improved standard delivery in the US, Estonia, Latvia,
Lithuania, Russia, Canada and Israel, with all orders now
being sent via a tracked solution. A mid-tier delivery service
was launched in Hong Kong and in Singapore and South
Korea our delivery lead time was also improved.
We are always looking at ways to develop our Pick-Up-Drop-
Off (PUDO) network and in the UK, customers have nearly
6,000 deliver-to-store locations to choose from. We have
extended our Click & Collect service with Boots and now
deliver to 61 stores across several major cities nationwide.
We have also introduced Doddle Click & Collect into 24
London stores and in January 2016 launched a returns solution
where customers can drop their returns into any Asda store.
Customers in Italy, the Netherlands and Poland now benefit
from a next-day deliver-to-store option at over 4,300 locations.
Internationally we now have over 16,500 deliver-to-store
locations. We expect to offer this service in the US, Germany,
Austria, Denmark, Sweden and Finland during the next
12 months and continue to seek further PUDO solutions
in all our key territories.
Customer care
Providing help to customers whenever and wherever they
need it is essential to delivering a best-in-class service and
we continue to provide support across social media, live chat,
email and telephony. We are delivering this service 24/7,
365 days a year across key local languages to our English,
French, German, Spanish, Italian and Russian customers,
with local language speaking support also available in Dutch
and Korean. We have upheld service levels during the year,
responding to all emails within one hour, all social media
communications from customers within 15 minutes and all
live chat or telephony within 30 seconds.
We have continued to invest in our technical capabilities,
enabling a reduction in the overall cost per contact while
enhancing the service we offer. During the year, we have
upgraded the self-serve functionality for customers with the
launch of an updated help section, making more advice and
information available on both desktop and mobile sites. It is
now easier to contact customer advisers with the continued
development of our live chat offering and social capabilities.
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OUR PERFORMANCE continued
Logistics
UK
During the year, we added a further packing module to the
mechanised picking solution at our Barnsley warehouse which
allowed us to achieve record levels of despatch during the
summer sale period. The building of a second despatch sorter
is underway which will further automate processes and
increase capacity.
Planning permission has been granted for an extension to the
Barnsley building in order to add extra office space as well
as to further enhance facilities for our people who work there.
This includes a gym, training rooms, a wellbeing suite and
further offices. We will be investing a further c.£20.0m in this
warehouse in the new financial year.
There has been comment recently in the media and elsewhere
on working conditions in our warehouse which are inaccurate
and misleading. For example, contrary to what has been
alleged, we do currently pay above the National Living Wage
for all employees and are committed to migrating towards the
living wage foundation level over the next 18 months. We do
not use, and have never used, zero-hours contracts. There is
a full statement on these and other issues on our Plc website
http://www.asosplc.com/~/media/Files/A/ASOS/global-
news/asos-and-our-people-04-10-2016.pdf.
International
Our existing German Eurohub operation continues to expand
in line with our strategy of fulfilling more EU orders from Berlin
and we exited the year holding over 3.5m units of stock and
despatching just over 50% of total EU orders from this site.
During the year, Belgium, the Netherlands, Spain, Denmark
and Luxembourg were added to the local despatch list and we
are looking to add further countries in the new financial year
as we integrate with more carriers. Our returns processing
facility in Poland processes nearly all returns from the EU and
continued to increase throughput during the year.
Ground works at Eurohub 2 were completed in February
2016 with the foundations and columns for all halls finished in
April 2016. The site was handed over to us on 29 September
2016 and we remain on track to commence live operations in
March 2017 with costs in line with expectations.
Our US warehouse consistently fulfils over 25% of US orders.
During the year, we commenced a review of the US market
with the purpose of designing a supply chain that will underpin
our growth plans in this country. We will communicate the
conclusion of this review at the appropriate time.
ADAM HARWOOD Learning and Development Partner
“If you’ve got a good idea, it doesn’t matter if you’ve
been at ASOS for five minutes or five years, it’s welcome!
We are amazing at making people feel that they can make
a difference as soon as they start. That’s priceless.”
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CASE STUDY
Discovering what makes
ASOS special
We’ve evolved enormously since we started
in 2000 and, as we grow and move into new
markets, it’s vital that we know what makes
us different.
From August last year, we spent six months
interviewing more than 1,000 staff about
what we stand for and why ASOS is so
special. We spoke to people in eight cities
in three countries, ran 13 consumer focus
groups, asked 25 consumers to fill in online
diaries and interviewed 41 consumers
face-to-face at home or in their favourite
cafés. We also surveyed more than 3,000
20-somethings online from all over the world.
“A really clear brand purpose came out of
it,” says Eve Williams, Brand Experience
Director. “It’s to empower 20-somethings to
look and feel their best so they can achieve
amazing things.”
The resulting brand story now defines where
we’re coming from, who we are, what we do
and why we do it.
As for where we’re coming from, bravery
has always been in our blood. We started
to sell fashion online when most people said
it couldn’t be done – and we proved that it
could. And we’re still risk-takers – we back
new trends, new brands and people we
believe in.
So who are we? We’re creative and
authentic to our core. We apply our
creativity to everything we do, whether an
embellishment on a dress or the way we
develop new technology.
What we do is grow fresh talent and keep
fashion moving forward. Nothing excites
us more than spotting new trends or finding
young talent.
And as for why we do it, it’s because we
believe that fashion thrives on individuality
and should be fun for everyone.
Knowing our brand story is vital to our
business strategy. “Our brand story will help
act as our filter for everything we do to help
us stand out from the competition,” says Eve.
“We’re an ecommerce platform that’s more
than just a shop, so we need to stand out,
especially in our international markets. We
want to build a long-term sustainable brand
that acquires customers and online advocates
rather than just sales, so it’s important that
we talk to our customers confidently about
what we stand for and give them something
to believe in.”
ANNUAL REPORT AND ACCOUNTS 2016
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OUR PERFORMANCE continued
TECHNOLOGY
INVESTMENT
ASOS headcount increased to 2,664 direct employees as
at 31 August 2016 (2015: 2,038) primarily as a result of
additions in the Retail, Technology and Customer Care teams.
We will commence a 36-month refit at our head office at
Greater London House (GLH) during the new financial year.
We have recently extended our lease there for a further 15
years and over this time, we will invest up to £40.0m to
support the growth of the business and provide the very best
environment for our people. The total space will increase from
180,000 ft2 to 232,000 ft2 which combined with the very
latest technology, will provide us with sufficient flexibility to
accommodate future headcount growth. The plans for GLH
include an ASOS training academy, showroom facility, event
spaces that will accommodate up to 1,000 people and new
catering and meeting facilities.
Given the increasing momentum within the business, we
have decided to accelerate investment in both logistics and
technology capabilities to ensure we capture the growth
opportunities available to us. We now anticipate capital
expenditure in the range of £120.0m to £140.0m in the new
financial year compared to the £87m invested during the year
just ended. Within technology we are progressing at speed
with both Truly Global Retail and global fulfilment programmes.
This is in addition to continuing with our fundamental
replatforming work and upgrading our finance systems. Within
supply chain we will add a fifth sorter at Barnsley, further
extending the facility and enhancing its inbound capacity.
At Eurohub 2 we will complete the fit out of Phase 1 of this
development and commence Phase 2.
Our technology continues to evolve at pace. Over the course
of the year we completed the development of a completely
new microservice-based digital platform which is deployed
in the Cloud. The new platform delivers globally consistent
high performance, resilience, business flexibility and supports
complete freedom to innovate in the way we interact with
customers. Every aspect of our customer experience – identity,
content, product, search, price, stock, checkout, payment
and order processing – is now supported by independently
deployable and enhanceable platform services. Through
the global reach of the Cloud, we can roll-out new services
worldwide so they are hosted as close as possible to our
customers, in the configuration needed to deliver high
performance.
This new platform has been designed in anticipation of our
future global ambitions. This agility will allow us to continue
to invest at pace, delivering new customer experiences and
innovations to delight our customers. We have extensive plans
to invest further in our mobile app and web experiences,
personalisation, community and content technologies, many of
which are underpinned by our rich data insights.
We have recently mobilised our global fulfilment programme
which will optimise global stock management and warehouse
fulfilment plans. The programme will deliver the fulfilment logic
which sits between country websites and warehouses and
will underpin the fulfilment from our Barnsley and Eurohub
distribution centres.
We have also explored new ways of bringing technology-led
innovation to customers and have partnered with a global
tech start-up accelerator to co-invest and co-accelerate three
fashion tech start-ups. Development work with each will take
place during the new financial year. We have also tested visual
search and size prediction technologies on our platform and
plan to extend these further.
We will be increasing investment in core operational systems.
These include new end-to-end merchandising and planning
systems for our retail teams (Truly Global Retail), plus a new
finance system which will support the ability to buy, sell and
account for stock in multiple locations and in local currencies.
These new retail and finance systems are multi-year investments
and will enable our teams to operate at an even greater scale
across all global fulfilment centres.
In order to support the increased investment in technology
we have continued to develop and grow our Technology Team.
This year the team grew by c.45% giving us the strongest
bench strength we have ever had. We plan to continue to
grow this capability in a similar way next year.
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Putting technology to
work for our customers
We completed the development of our new
digital platform last year, and launched the
pilot in July 2016 through our Android app.
Our new platform has a number of really
important design features:
1. It is based on a micro-service architecture
which ensures our future flexibility and
agility as we are able to easily modify
individual elements without major
technical dependencies and plug in
new solutions wherever required.
2. We’ll be able to scale faster and further
than before. For example, last Black
Friday, our systems handled 28,000
orders an hour and at one point we were
taking nine orders a second. We’re testing
our new platform to operate at three times
that volume.
3. It is deployed in the Cloud which gives us
even greater resilience and global reach.
Our customers will find it easier to access
our products anywhere in the world
and they’ll have a globally consistent
performance on our sites and apps.
Our customers are at the heart of everything
we do and technology is no exception. To
make things even easier for them, we have
built a new digital platform, underpinning
all the technology that our customers see
and touch when they browse and buy great
products on our websites and our apps.
“This is our next-generation platform and it
will support our global growth,” says Cliff
Cohen, Chief Information Officer. “It will
enable us to continue to grow at our current
pace and will enable us to quickly change
our digital experience, which allows us to
keep innovating for our customers.”
“Our new platform is really special,” says
Cliff, whose tech team expanded by c.45%
last year. “It’s a huge, huge achievement
and it will underpin our future technology
innovation.”
ANNUAL REPORT AND ACCOUNTS 2016
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ZAIN REHMAN Supply Chain Intern
“The best and most interesting thing is the warehouse!
It’s crazy, I feel like I’m in the Monsters Inc. movie
watching all the orders fly above me on the brilliant
automation systems.”
FINANCIAL REVIEW
Year to 31 August 2016
£m1
Retail sales
Growth
Growth at constant exchange rate
Delivery receipts
Growth
Third party revenues
Growth
Total revenues
Growth
Growth at constant exchange rate
Group
total
UK
US
EU
RoW
International
total
1,403.7
603.8
179.2
374.9
245.8
799.9
26%
26%
34.5
35%
6.7
29%
1,444.9
26%
26%
27%
27%
15.3
33%
6.4
46%
625.5
28%
28%
50%
40%
5.5
49%
0.1
(88%)
184.8
49%
40%
28%
28%
7.3
43%
0.1
100%
382.3
28%
28%
9%
14%
6.4
21%
0.1
100%
252.3
10%
14%
25%
25%
19.2
36%
0.3
(63%)
819.4
25%
26%
1 All numbers subject to rounding and exclude results from the discontinued operations in China unless otherwise stated
Revenue
The Group generated retail sales growth of 26% during
the year, with growth of 27% in the UK and 25% in our
international markets, where we continue to see the benefits
of price and proposition investments. International retail sales
accounted for 57% (2015: 57%) of total retail sales.
Retail sales in the UK increased by 27%, following the continual
improvement to our market-leading proposition in this territory
including the launch of ASOS A-LIST. We retained our first
place position for unique visitors to apparel retailers in the
15 to 34 age range (Comscore, August 2016).
US retail sales grew by 50% (40% in constant currency) as a
result of duty savings being reinvested into improving our price
proposition, further expansion of our range of locally relevant
brands and reduction of standard delivery days from six days
to four days in April 2016. We expect to see the full benefit of
the delivery improvements during the new financial year.
EU retail sales grew by 28% (28% in constant currency) driven
by substantial price investments, introduction of next day
delivery in all member states as well as free returns going live
across the EU during the second half of the financial year.
We also saw retail sales growth of 9% (14% in constant
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currency) in the Rest of World segment, driven by Russia and
Australia. We made many proposition improvements and
invested in prices across several countries within this segment
during the year and this, together with currency benefit
particularly in Russia, has underpinned a reacceleration in
the sales trajectory.
Delivery receipts increased by 35% as we continued to expand
our range of paid delivery options and uptake in our Premier
delivery scheme grew by 50%. Third party revenues, which
mainly comprise advertising revenues, increased by 29% as
we undertook more campaigns.
Customer engagement
We have seen a significant increase in active customers1,
exiting the financial year with 12.4m; up 25% compared to
last year. Our engaging content and investments in technology
platforms have helped drive this growth as well as increases
in visits of 22%, orders of 30% and average basket value
of 3%. Conversion2 increased by 10bps and average order
frequency increased by 4%, both reflecting the compelling
nature of our proposition.
Operating expenses
The Group increased its investment in operating resources by
25% to £659.2m, while the total operating costs to revenue
ratio improved by 50bps.
£m1
Distribution costs
Payroll and staff costs2
Warehousing
Marketing
Production
Technology costs
Other operating costs
Depreciation and amortisation
Year to
31 August
2016
Year to
31 August
2015
Change
(216.0)
(168.2)
(132.6)
(104.7)
(114.3)
(76.6)
(6.3)
(24.5)
(57.3)
(31.6)
(96.9)
(55.7)
(4.9)
(19.2)
(54.5)
(22.9)
(28%)
(27%)
(18%)
(38%)
(29%)
(28%)
(5%)
(38%)
Total operating costs
(659.2)
(527.0)
(25%)
Operating cost ratio (% of sales)
45.6%
46.1% 50bps
1 All numbers subject to rounding and exclude results from the discontinued operations
in China and exceptional items unless otherwise stated
2 Inclusive of non-cash share-based payment charges
Active customers1 (m3)
Average basket value
(including VAT)
Average units per basket
Average selling price per unit
(including VAT)
Total orders (m3)
Total visits (m3)
Year to
31 August
2016
Year to
31 August
2015
Change
12.4
9.9
£70.84
£68.74
2.82
2.79
£25.09
£24.63
38.3
29.5
1,348.7 1,102.1
25%
3%
1%
2%
30%
22%
Distribution costs increased by 30bps to 14.9% of revenue,
driven by the expansion of the delivery proposition globally,
particularly in relation to EU free returns and US standard
delivery days.
Staff costs remained in line with last year at 9.2% of revenue
as average headcount increased by 26% in line with business
growth. Share-based payment charges included within this
cost line amounted to £4.5m (2015: £2.2m) as our second
Long-Term Incentive Scheme was granted to senior management
during the year.
1 Defined as having shopped during the last 12 months
2 Calculated as total orders divided by total visits
3 All numbers subject to rounding and exclude results from the discontinued operations
in China unless otherwise stated
Warehousing costs decreased by 60bps to 7.9% of revenue
due to increased efficiency at Barnsley as our automation
technology operated effectively for the full financial year.
Gross profitability
Group retail gross margin decreased by 30bps to 48.5%
compared with last year (2015: 48.8%) driven by price
investments and increased returns rates, particularly within the
EU, offset by a higher full price mix. Gross margin (including
delivery receipts and third-party revenues) decreased by 10bps
to 50.0% (2015: 50.1%).
Marketing costs have increased by 40bps to 5.3% of sales.
This is based off a low comparative figure as last year we
reduced spend on campaigns whilst we focused on price
reinvestments. This year we increased the digital marketing
mix and shifted towards more mobile channels. This spend
was partly offset by savings generated from changes to our
magazine distribution strategy, which reduced the number of
editions from ten to four.
Year to 31 August 2016
£m1
Gross profit (£m)
Growth
Retail gross margin
Growth
Gross margin
Growth
Group
total
722.2
26%
48.5%
(30bps)
50.0%
(10bps)
UK
US
EU
RoW
294.5
29%
45.2%
20bps
47.1%
111.9
50%
59.3%
50bps
60.6%
179.8
22%
46.0%
(240bps)
47.0%
30bps
40bps
(230bps)
136.0
12%
52.7%
80bps
53.9%
90bps
International
total
427.7
24%
51.0%
(60bps)
52.2%
(50bps)
1 All numbers subject to rounding and exclude results from the discontinued operations in China unless otherwise stated
15
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OUR PERFORMANCE continued
CASE STUDY
Thanking customers –
and deepening our relationship
with them
Everyone likes to be thanked, and in
February 2016 we launched our first loyalty
scheme – ASOS A-LIST – as a thank-you to
our customers in the UK.
When customers shop they earn points that
convert to vouchers. They also move up levels
depending on how many points they have
earned, and gain access to special benefits
like exclusive points offers, birthday discounts,
free next-day delivery codes and partner
offers, like free access to Spotify. Our platform
has an integrated dashboard that displays a
customer’s points balance and shows how far
away they are from the next tier.
“ASOS A-LIST gives customers a much
richer experience of ASOS and allows us to
thank them for their loyalty, deepening the
relationship they have with us” says Andy
Berks, Director of Performance Marketing.
“We want every customer to be rewarded for
their shopping and feel like they’re part of a
community – as a result the way they engage
with and relate to ASOS will change. While
other businesses have loyalty schemes, it’s
rare for a fashion company to have one that
combines both points and tiers in this way.
“From a business perspective, we hope the
programme will incentivise customers to shop
more often and stay with us longer because
they have more of a relationship with us than
if they just shopped and didn’t get thanked
in return.”
The scheme is a natural progression
from a trial previously run in the UK for
around 18 months, involving half a million
customers. Now millions of UK customers
are ASOS A-LISTers and more than half a
million vouchers have already been issued.
Customers in the UK are automatically
enrolled into the programme and it’s hoped
that international roll-out will follow in due
course. People can opt out of the scheme, but
very few have chosen to do so.
It’s already obvious that customers love the
programme. One said on Twitter: “ASOS has
launched a rewards scheme and it’s probably
the best thing to ever happen to me.”
Another said: “A-LIST IS AMAZING best idea
ever! You have made my day.”
“We are confident that A-LIST will have a
positive impact on sales and we already
have in excess of 12 million active customers
globally, with a significant proportion of
these in the UK. Clearly any programme that
incentivises those customers to spend more
with us, or stay with us for longer, is good
for our business.”
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ASOS PLC Other operating costs decreased by 80bps to 4.0% of revenue
due principally to the non-recurrence of the one-off £4.9m
fixed asset write-offs in the prior year. Removing the impact of
this from the comparatives, other operating costs would have
improved by 30bps compared to last year driven by savings
from the inclusion of legal costs associated with the settlement
of the trademark disputes, within exceptional items.
Depreciation increased by 20bps to 2.2% of revenue
following recent acceleration of investments in our logistics
and technology infrastructure.
Exceptional Items
In September 2016 the Group settled its trademark
infringement disputes with high-performance cycle wear
manufacturer Assos of Switzerland GmbH, and German
menswear retailer Anson’s Herrenhaus KG. This resulted in a
one-off exceptional legal settlement cost of £20.9m (including
associated legal fees) representing full, final and global
settlement of all outstanding litigation.
In the comparative period to 31 August 2015, we received
final business interruption insurance reimbursements of £6.3m
as a result of a fire in our Barnsley warehouse in June 2014.
Discontinued Operations
In May 2016 the Group discontinued its in-country China
operation which incurred an operating loss before tax of
£3.6m up to the point of closure (2015: £5.2m) and one-off
exceptional closure costs before tax of £6.5m, of which
£4.4m was non-cash relating principally to the impairment
of fixed assets.
Income statement
The Group generated continuing profit before tax and
exceptional items of £63.7m, up 37% compared to last year,
due to investment in gross margin being offset by operating
expense leverage.
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£m1
Continuing operations
Revenue
Cost of sales
Gross profit
Distribution expenses
Administrative expenses
Operating profit
Net finance income
Profit before tax
Income tax expense
Profit after tax from continuing operations
Year to 31 August 2016
Year to 31 August 2015
Before
exceptional
items
£m
Exceptional
items
(Note 4)
£m
After
exceptional
items
£m
Before
exceptional
items
£m
Exceptional
items
(Note 4)
£m
After
exceptional
items
£m
1,444.9
(722.7)
722.2
(216.0)
–
–
–
–
1,444.9
1,143.0
(722.7)
(569.9)
722.2
(216.0)
(443.2)
(20.9)
(464.1)
63.0
0.7
63.7
(12.3)
51.4
(20.9)
–
(20.9)
4.2
(16.7)
42.1
0.7
42.8
(8.1)
34.7
–
–
–
–
6.3
6.3
–
6.3
(1.3)
5.0
1,143.0
(569.9)
573.1
(168.2)
(352.5)
52.4
0.3
52.7
(11.7)
41.0
573.1
(168.2)
(358.8)
46.1
0.3
46.4
(10.4)
36.0
Effective tax rate
19.3%
(20.1%)
18.9%
22.4%
20.6%
22.2%
Discontinued operations
Loss before tax from discontinued operations
Tax on discontinued operations
Loss after tax from discontinued operations
Group results
Group profit before tax
Income tax expense
Group profit after tax
Effective tax rate
1 All numbers subject to rounding
(3.6)
0.3
(3.3)
(6.5)
(0.5)
(10.1)
(0.2)
(7.0)
(10.3)
60.1
(12.0)
(27.4)
3.7
48.1
(23.7)
32.7
(8.3)
24.4
(5.2)
1.0
(4.2)
41.2
(9.4)
31.8
–
–
–
6.3
(1.3)
5.0
(5.2)
1.0
(4.2)
47.5
(10.7)
36.8
20.0%
(13.5%)
25.2%
22.8%
20.6%
22.5%
17
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OUR PERFORMANCE continued
Stephanie Pimley Procurement Administrator
“I was forever pestering my old boss to let me know if there
were any jobs going in procurement after she left to join ASOS.
Lucky for me something came up! I’m always introduced to new
people as ‘Steph, the one who works at ASOS.”
Taxation
Statement of financial position
The effective tax rate from continuing operations before
exceptional items decreased by 310bps to 19.3% (2015:
22.4%). This is principally due to prior year adjustments
relating to amendments to capital allowance claims and R&D
reliefs finalised for the years ending 31 August 2014 and
2015. The effective tax rate from continuing operations after
exceptional items decreased by 330bps to 18.9% (2015:
22.2%). The Group effective tax rate (including discontinued
operations) for the year is 25.2% (2015: 22.5%).
The Group continues to enjoy a robust financial position
including a closing cash balance of £173.3m (2015: 119.2m).
Net assets decreased by £36.9m to £200.4m during the
year (2015: £237.3m) due to the Group’s profit after tax
of £24.4m being more than offset by a fair value decline
of £82.3m in our outstanding forward contracts as at 31
August 2016 following adverse exchange rate movements,
particularly in the US dollar and Euro. The summary statement
of financial position is shown below.
Going forward, we expect the effective tax rate for continuing
operations to be approximately 100bps higher than the
prevailing rate of UK corporation tax due to permanently
disallowable items.
£m1
Earnings per share
Basic and diluted earnings per share from continuing operations
before exceptional items increased by 43% and 42% to 61.9p
and 61.8p respectively (2015: 43.4p and 43.4p). This was
driven by the increase in continuing profit before tax and
exceptional items of 37% combined with the reduced effective
tax rate. Basic and diluted earnings per share from continuing
operations after exceptional items decreased by 15% to 41.8p
and 41.7p respectively (2015: 49.4p and 49.4p).
Basic and diluted loss per share from discontinued operations
were 12.4p and 12.4p respectively (2015: 5.0p and 5.0p).
Basic and diluted earnings per share for the Group after
exceptional items and discontinued operations decreased by
34% to 29.4p and 29.3p (2015: 44.4p and 44.4p).
18
Goodwill and other intangible assets
Property, plant and equipment
Derivative financial assets
Deferred tax asset
Non-current assets
Inventories
Net current payables
Cash and cash equivalents
Derivative financial (liabilities)/assets
Current tax liability
Deferred tax liability
Net assets
1 All numbers subject to rounding
Year to
31 August
2016
Year to
31 August
2015
113.5
77.2
–
13.3
204.0
257.7
76.2
64.4
0.2
–
140.8
193.8
(355.7)
(214.5)
173.3
119.2
(76.0)
(2.9)
–
6.1
(3.6)
(4.5)
200.4
237.3
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We continue to invest in our technology and logistics
infrastructure to support our future growth ambitions. The
majority of technology spend related to the replatforming
programme and the new global fulfilment and Truly Global
Retial programmes, while our warehousing spend related to the
Eurohub 2 fit-out and improvements to our Barnsley automation
technology.
Outlook
The pace at ASOS is continuing into the new financial year,
which we are looking forward to with confidence: we expect
growth in sales to remain in the previously guided range of
20% to 25%. Our margins will remain broadly stable as we
continue to reinvest in customers through product, price and
proposition, moving quickly to leverage opportunities in our
markets. We will accelerate capital expenditure to between
£120.0m and £140.0m, supporting our unwavering focus
on delivering the great customer experience that defines and
differentiates ASOS, while ensuring our infrastructure provides
the resilience required as we continue to scale at pace.
Nick Beighton
Chief Executive Officer
Helen Ashton
Chief Financial Officer
Statement of cash flows
The Group’s cash balance increased by £54.1m to £173.3m
during the year (2015: £119.2m) as capital expenditure of
£79.2m was offset by a cash inflow from operating activities
of £130.7m. Our working capital inflow is driven by trade
and other payable increases, particularly as our trade payable
days increased following the extension of our supplier terms
towards the end of last financial year. In addition, our accrual
balances have increased due to inclusion of the trademark
infringement legal settlement as this was not paid before the
year end, increases in various trade-related accruals due to
business growth and following the introduction of free returns in
the EU and Australia, as well as timing of payments at the year
end. These increases are offset by an outflow from stock due
to earlier intake of our new season compared to last year end.
The summary statement of cash flows is shown below.
£m1
Operating profit from continuing operations
Loss before tax from discontinued operations
Operating profit
Depreciation and amortisation
Losses on disposal of assets – continuing
Losses on disposal of assets – discontinuing
Working capital
Share-based payments charge
Other non-cash items
Tax paid
Cash inflow from operating activities
Capital expenditure
Net finance income received
Net cash inflow relating to Employee Benefit
Trust
Total cash inflow
Opening cash and cash equivalents
Effect of exchange rates on cash and cash
equivalents
Closing cash and cash equivalents
1 All numbers subject to rounding
Fixed asset additions
£m1
Technology
Office fixtures and fit-out
Warehouse
Total
Year to
31 August
2016
Year to
31 August
2015
42.1
(10.1)
32.0
31.7
0.8
4.3
52.4
(5.2)
47.2
23.1
4.9
–
69.1
17.8
4.5
(1.7)
(10.0)
130.7
2.3
0.7
(2.8)
93.2
(79.2)
(50.4)
0.7
0.7
52.9
119.2
1.2
0.2
0.9
43.9
74.3
1.0
173.3 119.2
Year to
31 August
2016
Year to
31 August
2015
60.1
2.5
24.4
87.0
33.7
1.1
14.6
49.4
1 All numbers subject to rounding and exclude results from the discontinued operations
in China unless otherwise stated
19
ANNUAL REPORT AND ACCOUNTS 2016
The Board has overall responsibility for risk management and
for reviewing the effectiveness of our process for managing risk;
responsibility for reviewing specific risk controls is delegated
to the Audit Committee. The Executive Board and management
are responsible for implementing processes to put the Board’s
policies on risk and control into effect, and for providing
assurance on compliance with these policies and processes.
The General Counsel & Company Secretary is responsible for
the day-to-day operation of the Group risk management process.
The framework for this process is the Business Risk Register,
through which we consolidate risk information and determine
our strategy for risk management. The Register is reviewed
regularly by both the Executive Board and the Audit Committee.
During the year, the Executive Board identified the need for a
dedicated Business Assurance function. For more information
on this see page 45 of this report.
PRINCIPAL RISKS AND UNCERTAINTIES
The Directors confirm that, through their most recent review
of the Business Risk Register, they have carried out a robust
assessment of the principal risks and uncertainties facing the
Group. This includes risks that would threaten the Group’s
business model, future performance, solvency or liquidity. These
principal risks are set out in the table on the following pages
along with explanations of how they are mitigated. In addition,
as explained in the Audit Committee report on page 45, a
Black Swan assessment was undertaken by the Executive team.
The Board remains committed to ensuring that the key risks are
managed on an ongoing basis and that the Group operates
within an acceptable level of risk appetite. We also recognise
that risks change constantly, especially in a high-growth
company like ASOS, and there may be other, as yet unidentified
risks or others currently deemed immaterial, that could have an
impact on our ability to achieve our objectives. We reassess the
risks affecting our business on a periodic basis to ensure we
continue to manage risk appropriately.
Please also see the viability assessment statement on page 57.
RISK REPORT
Risk management is critical to the
achievement of our strategic objectives
and to the long-term growth of our
business. At ASOS, we have developed
a risk management process that
applies to every part of our Group.
It enables us to determine what our
key risks are and how to manage
them appropriately.
HOW WE MANAGE RISK
At ASOS, we understand that risk is an inherent part of realising
reward, and that it’s only through effective risk management
and internal controls that the Company is able to maintain a
good understanding of our business performance and decision-
making processes. Risk management is therefore critical to the
achievement of our strategic objectives and to the long-term
growth of our business. We deliberately seek to manage –
but not eliminate – risk, so as to provide reasonable, but not
absolute, assurance against material misstatement or loss.
Board
Audit Committee
REPORTS TO
WORKS WITH
Executive Board
Oversees risk management processes and procedures
and monitors mitigating actions. Works with the Audit
Committee to monitor effectiveness of internal controls
and the audit process.
TOP-DOWN REVIEW
Risk review
Carried out at regular intervals
Risk assurance
Internal audit and external auditor
(ongoing review of effectiveness by the Audit Committee,
the Executive Board and, once appointed,
the Business Assurance Team).
Group-wide risk register
Maintained by the General Counsel and reviewed
by the Executive Board and Audit Committee.
BOTTOM-UP REVIEW
Group operating companies
20
ASOS PLC Risk
MARKET RISKS
Mitigating activities
Change
Change in the primary ways customers
go online
The big technology players are increasingly seeking
to keep internet users within their own environment,
while enabling them to still carry out all the other
online activities they currently do in third-party
online ecosystems. Our performance therefore
depends upon our ability to provide an engaging,
unique experience that overrides any convenience
that comes from remaining within a different online
environment.
n Our business model is specifically based around engagement with
customers, to include a range of fashion services in addition to great
fashion retail.
n We ensure that we price appropriately for our market, and that our
customer proposition around deliveries and returns keeps pace with
customers’ expectations, reducing the reasons for customers to look for
other online destinations.
n Our own-label ASOS products are only available from our online
platforms and not through third parties.
n We continue to invest in making sure that our user experience,
particularly on mobile, is intuitive and easy for our customers to use.
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Market forces increase cost of ecommerce
drivers
Fashion – and in particular online fashion retail – is
an increasingly competitive space, with very big
ecommerce players moving in, while existing bricks-
and-mortar retailers continue to improve and better
assimilate their ecommerce offerings. This potentially
increases the cost and/or reduces the effectiveness
of key ecommerce drivers (in particular digital
marketing activities).
Retail market position and ‘fashionability’
The retail fashion industry and market are subject to
changing consumer tastes. Our performance depends
on our ability to predict and respond quickly to
changing consumer demands, and to translate market
trends into saleable merchandise at the right price.
n Our business model is specifically based around engagement with
customers, including providing them with a range of fashion services
and content in addition to great fashion retail, which in turn reduces the
reliance of the business on ecommerce drivers such as digital marketing.
UP
n Having been one of the first movers in online fashion retail, we have
greater experience in how to best use ecommerce drivers such as
digital marketing in a fashion context than newer entrants to the market,
and we continue to drive greater effectiveness and seek more efficiencies
with our platform.
n A proactive approach to monitoring consumer trends including regular
attendance at all major fashion weeks, catwalk shows, festivals, trips to
fashion cities, signing up to blogs, as well as the use of freelance fashion
experts to refresh internal knowledge to ensure we offer a well-balanced,
diverse product range to meet the demands of different customers.
SAME
n Employing and investing in experienced buyers, merchandisers and
designers, and developing a pipeline of up-and-coming talented
individuals. The ASOS Retail Brilliance Scheme was re-launched in
January 2016 to provide a technical skills training programme for
new starters in our retail teams.
n Regular review of product design and selection by senior members of our
retail teams.
n Use of a diverse, multifaceted sourcing and supply chain involving many
different suppliers, so that products are produced at a range of prices,
and rapid speed to market, in order to be able to get our customers the
fashion they want when they want it.
n Use of zonal pricing to enable us to price appropriately for, and remain
competitive in, each key market.
Poorly engaging digital experience
n Customer Experience Team more focused on creating and recreating a
As an online retailer, our digital experience is our
shop window and the core way we engage with
our customers (whether that’s on a computer, tablet,
mobile or any other device). Failure to effectively
predict and respond to user experience/IT/website/
application/market demands or trends, or to offer our
customers both the core user-experience they expect
in any given market, will result in a poorer customer
experience.
consistently engaging ASOS digital experience.
n Improved customer relationship management activities ensure more
engaging and relevant contacts with customers at more appropriate
times.
SAME
n Programme of rolling upgrades and ongoing improvements to all
elements of our digital experience, with a particular focus on our mobile
propositions for the last 18 months, given the increasing importance of
mobile to our 20-something customer demographic.
n We have customer user groups to give direct feedback on all elements
of our digital experience, and our internal team increasingly focuses on
the latest market and tech developments to ensure we identify and adopt
new developments as quickly as we can.
n Customer Care Team now working more closely with the Customer
Experience Team to ensure a seamless customer experience.
21
ANNUAL REPORT AND ACCOUNTS 2016
RISK REPORT continued
RISK REPORT continued
Risk
Mitigating activities
Change
REPUTATIONAL RISKS
Brand name
Internet-only businesses depend on their brand name.
Failure or inability to support, protect and defend
our trademarks, brands and online domain names
in all relevant business locations, given that they are
the ASOS shop window and the primary mechanism
by which customers buy our products, could have
a materially detrimental effect on the Group’s
performance, reputation and brand positioning in
each of its key markets.
n The Company was the first to use the ASOS brand name both for online
retailing and on clothing labels.
n Robust strategy for actively pursuing and defending the ASOS brand
DOWN
name and all supporting trademarks, domain names and other
intellectual property in all key markets in all relevant classes.
n Continued to expand our team of highly experienced intellectual property
legal experts, headed by the Brand & IP Director and overseen by the
General Counsel & Company Secretary, to proactively execute that
strategy and manage the ASOS trademark and domain name portfolios.
n Ever-increasing number of trademarks and domain names applied for
and registered across the world.
n Global settlement reached of all existing litigation against the Company
(see page 56).
Security of customer data
n Strengthened our dedicated, discrete IT Security Team, headed by the
As an online retailer, ASOS needs to gather and use
customers’ personal data in order to process orders,
receive payment, effectively engage its customers
and carry on its business. Unauthorised access to our
customer data – either from external attack or internal
control weaknesses – could lead to reputational
damage, compliance issues, substantial regulatory
fines and a loss of customer confidence.
Inadequate or incorrectly adhered to
Product Quality or Ethical Trading standards
Ultimately, ASOS depends on the products it
sells – having an engaging, exciting customer
experience and a first-class customer proposition is
worthless if the products do not match our customers’
expectations. Our fashion must make them feel great.
That depends on us setting appropriate product
quality and ethical trading standards, and our
suppliers meeting and adhering to those standards –
something which becomes more and more crucial the
bigger our brand gets and the greater our customers’
expectations become.
22
Chief Information Strategy Officer, both in terms of expertise, experience
and numbers to increase the team’s capability to consider and mitigate
internal and external IT and data security threats.
UP
n Controls and processes, both within the website and with our key service
partners, regularly reviewed and enhanced to ensure that all handling
and use of customer data is appropriate and complies with all applicable
laws and customer expectations.
n Invested in greater technical and physical security controls (including
secured infrastructure and firewalls) to mitigate unauthorised access to
customer data held on the Group’s servers, including access restrictions
and encryption of customer credit card data, with regular testing of
those systems.
n Enhanced alert systems, particularly in case of attempted unauthorised
access.
n Greater liaison across the business between key IT Security Team
members and relevant employees in all key departments, including
Executive Board members and members of the Audit Committee, to
ensure IT and data security is more proactively considered in all relevant
business decisions.
n References taken for all employees to check character, and physical
security passes required to enter non-public areas of all buildings.
n Continued to expand our Sourcing and Ethical Trading Teams, headed
by our Sourcing Director and overseen by Womenswear and Menswear
Directors, to ensure we continue to increase our focus on product quality
and ethical trading standards.
SAME
n Enhanced our work with suppliers to support them in achieving our
sustainable sourcing and ethical trade principles and targets, including
holding conferences and workshops in China, Mauritius, Turkey and the
UK, where 88% of the factories making our products are located.
n Strengthened our existing sourcing manual and supply chain policies and
standards, and established a cross-functional Modern Slavery Group as
part of continuing our long-standing ethical trade programme to protect
workers against modern slavery within our product supply chains. Our
suppliers are obliged to sign up to our policies.
n Carried out a wider programme of supplier visits to monitor how factories
are performing against our standards and to provide support where
required, including implementing improvement plans to help our suppliers
and factories reach our required standards, particularly when they are
finding it difficult to meet all of them (see Corporate Responsibility Report
on pages 25 to 36 for more details).
n Strengthened our Garment Technology and QA testing teams to provide
increased surety that the products we receive from our suppliers meet our
product quality standards and expectations.
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Risk
Mitigating activities
Change
TECHNOLOGICAL RISKS
Inability to recover sufficiently quickly in the
event of a loss of the main Data Centre
A large number of ASOS’ systems and capabilities
depend on our main external Data Centre in
London Docklands remaining online. Any failure or
interruption in the availability of that Data Centre
could cause serious business interruption.
Robustness of other IT systems and
infrastructure
As an online retailer, the Group is particularly
dependent on its IT infrastructure, and any system
performance issues or shortcomings, or reduction or
loss of operational IT capability (for example, system,
software or infrastructure failure or damage, or denial
of access) could cause serious business interruption.
IT capacity and capability fail to keep pace
with growth and increasing complexity of
the business
ASOS continues to grow at a fast pace. Such
growth requires ever more complex and sizeable
technological systems. At the same time, technology
itself continues to develop. Any failure to ensure
that IT capacity and capability keep pace with the
business could act as a drag on the Group’s ability
to grow.
Risk
FINANCIAL RISKS
Foreign exchange movement
We are a UK-based global retailer and sell products
to customers across the world in many different
currencies, while recognising our revenues in pounds
sterling. The Group therefore has potential exposure
to changes in interest and foreign exchange rates.
Note: further information on the Group’s exposure to
and management of capital, liquidity, credit, interest
rate and foreign currency risk can be found in Note
19 to the financial statements.
n Replatforming our systems to become more Cloud-based.
n External Data Centre and its operators have recently extended the
number of power units serving the Centre.
SAME
n Additional uninterrupted power supplies (UPSs) put in place for our
servers in the Data Centre.
n The Data Centre is used by ‘economy critical’ industries, which
encourages the operator to make sure its systems are robust.
n Continued investment in IT systems, infrastructure, security and people
(including increased server capacity) to ensure that they are sufficient for
the needs of the business and do not become obsolete or compromised.
n Third-party resources available to assist with additional demand when
and where necessary, with increased use of Cloud-based providers to
increase capacity.
n Back-up facilities in place to ensure that business interruptions are
minimised and internal and customer data is protected from corruption or
unauthorised use.
n Business recovery plans in place to minimise the effects of damage or
denial of access to infrastructure or systems.
n IT Security Team overhauled and upgraded, including a new Chief
Information Security Officer, to significantly increase the robustness of all
systems and infrastructure.
n Detailed tech roadmap looking ahead across all areas produced and
agreed with the business to ensure capacity for growth.
n Senior IT management team substantially strengthened, including a
new Chief Technology Officer, Director of Retail, Finance & People
Systems, and new Heads of Technology for each of eCommerce, Data,
Mobile and Digital Experience, all with vast experience of much bigger
operational requirements.
n Cross-functional Truly Global Retail transformation project now
established and under way to upgrade retail technology systems to match
ASOS’ future retail requirements.
n Continued use of third-party expertise where we do not have the internal
capability or capacity to ensure all roadmaps and plans can be met.
n Continued substantial capital expenditure investment in IT.
SAME
DOWN
Mitigating activities
Change
n Our Treasury Department takes responsibility for reducing exposure
to this risk and other financial risks to ensure that sufficient liquidity is
available to meet foreseeable needs and to invest cash assets safely
and profitably.
UP
n We take out forward contracts to hedge key currencies in proportion
to our calculated net exposure in line with our hedging policy, which is
approved and overseen by the Audit Committee. Following Brexit, we
took the decision to increase the percentage of our net exposure that
is hedged from 80% to 100% over the next 12 months to protect the
business during this period of uncertainty and market volatility.
n Foreign currency balances are monitored regularly, with margins
frequently reviewed by the Executive Board so any required adjustments
can be made quickly when required.
n Zonal pricing capability enables us to take into account the variability in
costs including foreign exchange rates.
23
ANNUAL REPORT AND ACCOUNTS 2016
RISK REPORT continued
Risk
Mitigating activities
Change
SUPPLY CHAIN RISKS
Logistics and fulfilment
ASOS delivers to 240 countries and territories and
has agreements with several logistics providers
to fulfil deliveries to customers. The interruption,
deterioration or loss of delivery services from
suppliers to the Group’s warehouses, and from our
warehouses to our customers, may affect our ability
to complete sales.
n ASOS has multiple delivery routes and options, and uses many delivery
service providers (particularly with the completion of additional
warehousing capacity in Germany and the US), to reduce dependency
on any one provider to fulfil a particular subset of orders.
DOWN
n We have relationships with many more providers than we currently use in
case we need extra support.
Insufficient warehouse capacity
n We continue to maximise the available capacity in our main fulfilment
ASOS continues to grow at a fast pace, particularly
internationally. This means we need ever more
warehousing space that is close enough to
customers to enable us to serve them in line with
their expectations. Failure to ensure that warehouse
capacity and capability keep pace with the business
could limit the Company’s ability to grow.
Warehouse disruption
Any disruption to the Group’s warehousing facilities
due to physical property damage, breakdown in
warehouse systems, capacity shortages, poor logistics
management or staff-wide personnel issues could
have a detrimental effect on our ability to complete
customers’ orders.
DOWN
centre in Barnsley by investing in further automation.
n We are expanding further our international fulfilment centres in the
US and Germany (our new Eurohub 2 warehouse is due to become
operational in 2017), so that we have sufficient warehouse capacity in
place or under construction to accommodate expected future growth in
order volumes.
n Collaboration and communication between the Retail, Supply Chain
and Commercial Finance Departments to adapt to the changing
business needs.
n Retail Department now operating with a tighter stock model as we
continue to identify and realise the opportunities and advantages of
our ecommerce-only business model.
n All warehouses are managed by large multinational companies
specialising in the provision of these services.
n Continuous monitoring of service levels and warehouse handling to
ensure goods are handled, packed and delivered in a timely manner.
UP
n Continued improvements to worker pay, conditions and practices in our
warehouses, including a substantial investment in air conditioning in our
Barnsley warehouse.
n Frequent communication and engagement with workers in our
warehouses, including active liaison with the formal Employee Forum
at Barnsley.
n Business recovery plans in place to minimise effects of any material
disruption within any of our warehouses.
n The expansion of our existing international fulfilment centres in the US
and Germany will provide alternative stock pools to which demand could
ultimately be transferred in the event of long-term disruption at Barnsley.
n All products are on relatively short lead times, with a steady flow of
products into the warehouse, enabling the supply chain to be diverted to
alternative locations if necessary within a manageable timeframe.
Risk
PEOPLE RISKS
Mitigating activities
Change
Reliance on key personnel
Almost all the sectors that are relevant to our
business are very competitive, and our people across
all departments are frequently targeted by other
companies for recruitment. Our performance depends
on our ability to attract, motivate and retain key staff.
n The Remuneration Committee monitors the structure and levels of
remuneration and seeks to ensure that, as a whole, remuneration is
designed to attract, retain and motivate senior management to run the
Group successfully.
DOWN
n All employees are provided with the opportunity to have fulfilling careers
through employment policies, competitive remuneration and benefits
packages, and career development opportunities.
24
ASOS PLC CORPORATE RESPONSIBILITY
FASHION WITH INTEGRITY
Our corporate responsibility
programme, ‘Fashion with Integrity’,
epitomises our approach to business.
For ASOS, Fashion with Integrity means
managing all aspects of our business
transparently, so our customers can
enjoy their fashion in the knowledge
that they are buying from a
responsible company that is actively
working to minimise the negative
effects of the fashion industry on
people, animals and the environment.
Our Fashion with Integrity strategy
is designed to support the delivery
of ASOS’ core business strategy and
focuses on four pillars: Our Products,
Our Customers, Our Business and
Our Community.
A year in review with Louise McCabe,
Head of Corporate Responsibility
During the past 12 months, we have seen the growth of our
Fashion with Integrity teams, with investment in additional skills
and resource in our Sourcing and Corporate Responsibility
departments, alongside increasing engagement from colleagues
across the business.
We have actively acknowledged our responsibilities in relation
to climate change with a programme of investment in resource-
efficient technology and processes. Our carbon footprint
continued to rise overall as a result of business growth, but
we are seeing our second consecutive annual decrease in the
Our Products
Respecting people and the
planet with great products that
our customers can trust
Our Customers
Helping young people look,
feel and be their best
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Corporate Responsibility, Ethical Trade and Sourcing Teams work in
partnership to deliver Fashion with Integrity
carbon intensity of business operations (measured by grams
of CO2 per customer order). This is largely due to the work
we have been doing with our transport partners to reduce
emissions, improving energy efficiency at our data centre and
the quality of our data collection. We expect to see our carbon
intensity further reduce next year as energy savings from a
100% low carbon LED lighting installation at our Barnsley
fulfilment centre are realised. We continue to explore ways of
maximising energy efficiency and the use of renewable energy
in our operations.
As signatories to the UN Global Compact, we continue
to support important global initiatives such as the 2030
Sustainable Development Goals and UN Guiding Principles
on Business and Human Rights. We will work on further
embedding these across the business in the coming year.
We welcome the UK Government’s 2015 Modern Slavery Act,
which provides a legislative framework for tackling modern
slavery. We have a long-standing ethical trade programme
to protect workers against modern slavery within our product
Our Business
Achieving growth in a way that
adds social value and minimises
environmental impacts
Our Community
Investing time and resource to
make a real difference
25
ANNUAL REPORT AND ACCOUNTS 2016
CORPORATE RESPONSIBILITY continued
Highlights of the year
Strengthened our Ethical Code, policies and
Reduced our carbon intensity by
guidelines to better protect migrant workers
and those at risk of all forms of modern
slavery.
Held supplier workshops in China, Mauritius,
Turkey and the UK for 76 suppliers to
explain our sourcing standards, industry
information and training on high-risk
country-specific labour rights issues.
Launched our ‘Sustainable Leaders at ASOS’
training programme for retail and marketing
employees, in collaboration with the
Sustainable Fashion Academy.
Made accelerated progress towards our
2020 goal of 50% more sustainable cotton
in our collections – our 2016 autumn/winter
range contains 40% more sustainable cotton
as defined by the Better Cotton Initiative.
Converted all the lighting at our Barnsley
fulfilment centre to low emission LED
alternatives, cutting our lighting electricity
consumption by 76%.
approximately 4% (measured by grams
of CO2 per customer order) by significantly
lowering flight and courier emissions,
improving energy efficiency at our data
centre and implementing more accurate
data-capture methods.
Set up a customer clothes recycling scheme in
partnership with Doddle, a package delivery
company, and TRAID, a UK charity which is
reducing the social and environmental cost of
the textile industry.
Partnered with the British Paralympic
Association and athletes to design and fit
ceremonial and formal wear.
Opened our first Udayan Care home for 12
orphaned or abandoned girls in India.
Provided fresh water to an additional 3,800
people in rural Kenya by installing a 6km
water pipeline.
supply chains. Over the past year, as well as strengthening our
existing supply chain policies and standards, we established a
cross-functional Modern Slavery Group to ensure that all areas
of the business understand modern slavery risks and develop
processes to mitigate them.
We continue to work closely with our suppliers in order to
support them in achieving our sustainable sourcing and ethical
trade principles and targets. Over the past year, we have held
conferences and workshops in sourcing regions around the
world for 76 supplier companies in China, Mauritius, Turkey
and the UK. Our suppliers have also enabled us to make
significant progress in sourcing more sustainable materials.
We’re close to reaching our 2020 target of 50% more
sustainable cotton (our 2016 autumn/winter collection already
contains 40%) and we’re currently working with our denim
suppliers to implement more resource-saving technologies.
As a business, we were immensely proud to see the
ParalympicsGB team wearing the formal and ceremonial kit
we designed for the Rio 2016 Paralympics, and would like
to congratulate ParalympicsGB on their achievements. This
is an ongoing partnership which, as part of our Celebrating
Diversity programme, seeks to raise the profile of young adults
with disabilities.
On a more personal note, I was delighted to attend the
opening of our Udayan Care family home for 12 orphaned
or abandoned girls in India. The first of five homes planned, it
was funded by the ASOS Foundation through the generosity of
ASOS employees, suppliers and customers.
“ I’m fully committed to ensuring Fashion with Integrity continues
to provide the framework for how we do business at ASOS
as our global operations continue to expand rapidly. The
successes highlighted in this report are testament to the
dedication and ambition of our colleagues, suppliers, customers
and all of the expert organisations we work with to create a
more sustainable and ethical industry.”
Nick Beighton
Chief Executive Officer
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ASOS PLC
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Monitoring and supporting suppliers
We only work with suppliers who share our ethical vision
and are committed to meeting our standards and improving
conditions for the 98,000 people working in our supply chain.
We currently have 188 suppliers, who between them use
512 factories across 28 countries. Our regional ethical trade
teams are based in our main sourcing regions – China, Eastern
Europe, India, Turkey and the UK – where 88% of the factories
making our products are located. We are also investing in our
regional teams to increase our local monitoring and support
capabilities, helping suppliers reach the standards needed to
grow commercially with ASOS. Some of the teams’ work in
this area includes:
n supply chain mapping: working closely with the
Sustainable Sourcing Team to map our supply chain beyond
tier one suppliers to increase our understanding of the full
supply chain and help us better understand and address
ethical and environmental impacts
n regular factory assessments: carrying out 382 visits
between September 2015 and July 2016 to monitor how
factories are performing against our standards and to
provide support where required. In June 2016, we started
to carry out unannounced audits. Suppliers were not made
aware of our visit in advance, allowing us to obtain a more
realistic picture of actual day-to-day working conditions.
We plan to increase the number of unannounced and semi-
announced audits we carry out over the next year to cover
all main sourcing regions
n improvement plans: implementing improvement plans
to help our suppliers and factories reach our required
standards, particularly when they are finding it difficult to
meet all of them. We believe that automatically de-listing
a factory or supplier as a result of a breach often only
displaces the issue, rather than fixes it, at the same time as
potentially making things worse for the workers in those
factories. Instead, we try to make things better on the ground
n training: delivering targeted training to 56 suppliers
through workshops or conferences in the UK, China, Turkey
and Mauritius.
OUR PRODUCTS
Respecting people and the planet with great
products that our customers can trust.
Alongside commercial criteria, our sourcing
strategy also focuses on ethical trading,
sustainable sourcing and animal welfare.
ETHICAL TRADING
ASOS views ethical trade as being our responsibility to
ensure that every worker in our supply chain is respected and
protected. By this, we mean that everyone in our supply chain
should be safe at work, financially secure and respected by
their employers and fellow workers. To achieve this, we set high
ethical standards, assess and support suppliers to help them
meet our standards and collaborate with others to bring about
long-lasting improvements in supply-chain working conditions.
Our standards and sourcing practices
We explain our own responsibilities and the standards we
expect our suppliers to meet in a set of core documents.
n ASOS Supplier Ethical Code: defines the minimum
standards that we require from all our suppliers – updated
this year to include a separate section on forced or
compulsory labour and a number of clauses throughout the
Code to protect migrant and contract workers.
n ASOS Young Worker and Child Labour Policy: sets
out the steps suppliers need to take to protect young workers
and to ensure children are not involved in the manufacture of
any of our products.
n Migrant and Contract Worker Policy: newly
developed in 2015, sets out supplier requirements for
the recruitment and management of migrant and contract
workers, two groups vulnerable to exploitation.
Our UK-based Ethical Trade Management Team is expanding
year on year and sits within the Sourcing Department to
ensure ethical trade remains central to our sourcing strategy.
We understand that our commercial actions have a direct
impact on our suppliers’ ability to meet our standards, so
part of the team’s remit is to review our purchasing practices
each year so that we can identify ways to strengthen our
supplier relationships. The team also provides our Buying,
Merchandising and Technical Departments with training,
factory visits, resources such as supplier scorecards and
regular opportunities to discuss supplier performance to
improve supply base understanding and to help make
more-informed sourcing decisions.
Freshly picked cotton
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HARRIET WALSH PA and Team Assistant
“I’ve worked at a few notorious fashion houses and ASOS is
leaps and bounds ahead of the game. I can see why people
stay here for years and years, or leave only to return –
nothing else quite compares. There is nowhere better!”
Collaborating with others to improve supply
chain practices
Over the past year, we have partnered with a number of
organisations on projects designed to help us better understand
the reasons behind poor labour practices and to ultimately
create long-term improvements in workers’ lives.
n We have been a member of an alliance of companies,
non-governmental organisations and trade unions called
the Ethical Trading Initiative (ETI) since 2009. We regularly
attend ETI meetings and participate in the following working
groups set up to address labour rights issues: Apparel and
Textiles Group, Medium and Large Companies Group,
China Corporate Caucus, Mauritius, Turkey and UK Groups.
n We are one of 17 brands participating in ACT (Action,
Collaboration and Transformation), an initiative between
international brands and retailers, manufacturers and trade
unions to address the issue of living wages in the textile and
garment supply chain.
n We are a founder member of Fast Forward, an initiative
involving a number of brands aimed at addressing UK-
specific garment supply chain issues. As part of this
initiative, we require our entire UK supply base to attend
Fast Forward training sessions which explain minimum UK
standards and process requirements, and also include a
session on modern slavery.
n We identified that the factories supplying our product in
Mauritius employ the highest number of migrant workers
in our supply chain. Following consultation with Verité,
a human and labour rights organisation, we conducted
detailed factory reviews and identified a number of
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opportunities to improve factory recruitment and employment
practices. We are currently working with suppliers to act
upon findings and recommendations to better protect
migrant workers.
SUSTAINABLE SOURCING
Our four pillars of sustainable sourcing continue to define
our focus.
n Traceability of raw materials: mapping our
commodities to better understand and influence how they
are sourced.
n Lower environmental impact: increasing the
conversion from traditional materials and processes to
lower-impact alternatives.
n Craftsmanship: investing in suppliers and projects that
support local skills and community development.
n Engaging customers on sustainability: offering an
increasingly broad range of sustainable fashion and beauty
products under the ASOS Eco Edit section of our website.
The continued growth of our Sustainable Sourcing Team reflects
the level of engagement and ambition throughout ASOS to
fully embed sustainability into the way we do business.
Our achievements this year included:
n launching our ‘Sustainable Leaders at ASOS’ training
programme for retail and marketing employees, in
collaboration with the Sustainable Fashion Academy
n holding a supplier summit for 20 suppliers to communicate
our sustainable sourcing goals and set out how our suppliers
will help us achieve them
ASOS PLC n driving increased customer engagement and sales of
sustainable fashion and beauty products through our
Eco Edit platform and associated Instagram account
n collaborating with the industry on initiatives such as the
WWF Ganges Leather Buyers Platform, to make a bigger
impact, faster, on key environmental issues
n making accelerated progress towards our 2020 goal of
50% more sustainable cotton in our collections – our 2016
autumn/winter range contains 40% more sustainable cotton
as defined by the Better Cotton Initiative.
ANIMAL WELFARE
ASOS firmly believes that animals should not suffer in the name
of fashion or cosmetics. As well as regularly reviewing our
animal welfare policy and guidelines for buyers and suppliers
to ensure we continue to advance animal welfare standards
within our supply chain, we also raise customer awareness of
alternatives to animal-derived materials, by featuring ‘faux fur’,
‘non-leather’ and synthetic down products in our collections.
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“ This year has been a hotbed of engagement and innovation
across our teams – individuals wanting to do the right thing and
teams making meaningful commitments. Our customers remain at
the heart of everything we do – fuelling us to change our buying
habits so that our customers don’t have to change theirs.”
Simon Platts
Sourcing Director
A lower-impact denim product
Image © Italdenim
CASE STUDY
Reducing denim’s
environmental impact
Denim fabric dyeing
As a signatory to Sustainable Clothing
Action Plan’s 2020 Commitment (SCAP)
we are aiming to reduce the carbon, waste
and water footprint of our clothing by
15% by 2020. Led by WRAP, the not-for-
profit recycling and waste organisation,
SCAP aims to make clothing production
less wasteful, and to reduce its carbon and
water footprints. This year we have focused
our efforts on minimising the environmental
impacts of denim production which involves
a number of water, chemical and energy-
intensive processes. We use a lot of denim,
particularly in menswear, and there are
various opportunities to improve the way
it is produced. For example, by switching
from traditional laundry processes to ozone
finishing we expect to save 12 litres of water
per pair of jeans.
Our Sustainable Sourcing and Buying Teams
worked closely with eight suppliers to better
understand the denim production lifecycle and
to identify where we could save water, energy
and waste, and reduce the use of chemicals.
Two of these suppliers are leading the way in
embracing less resource-intensive technologies
such as laser and ozone finishing, reducing
water and chemical usage. This project,
alongside the work we have been doing to
source more sustainable cotton, has helped
us develop a proven blueprint which we will
adapt to our other product ranges in support
of our 2020 commitment.
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CORPORATE RESPONSIBILITY continued
OUR CUSTOMERS
Helping young people to look, feel
and be their best.
At ASOS, we focus relentlessly on reflecting the
needs of our customers all over the world. We do
this in two ways: ensuring that our products and
communications are inclusive, responsible and
recognise cultural and physical differences; and
providing the best possible customer care 24/7.
Inclusive products and communications
We celebrate and promote the diversity of our customers
through our clothing ranges, our social media presence, our
editorial content and our website.
Positive body image
We want to use our influence among young fashion lovers in a
responsible way by promoting a healthy, positive body image
to our customers. We do this by:
n ensuring our own Model Welfare policy and guidelines on
digital manipulation are fully applied to protect our models
and our customers
n bringing in experts to train our employees on body image
and health
n publishing articles on diverse and inspirational young
women in our ASOS magazine, focusing on their
achievements not their looks
n communicating with customers about issues such as body
image and mental health
n working with the anti-bullying charity, the Diana Award, to
produce teaching resources to help open up discussions with
young people about body image issues
n partnering with eating disorders charity, Beat, to provide an
online support service which helped more than 7,000 young
adults with eating disorders during the period June 2015 to
May 2016
n supporting small charity boutiques, for example Ditch the
Label, who use their profits to help young people overcome
bullying, and sell garments featuring positive body image
messages
n enabling our customers to post images of themselves
wearing the clothes they have bought through our
#AsSeenOnMe feature.
CASE STUDY
Promoting positive body image
through #MySenseOfSelf
Launch of #MySenseOfSelf
at ASOS Head Office
We know that to effectively tackle the issue
of body image, young people need to feel
comfortable with their own appearance and
have the skills and tools to educate their
peers. So we have partnered with the Diana
Award, an anti-bullying charity, to create a
teaching resource, #MySenseOfSelf, which
has the potential to open up discussions with
over 50,000 young people about self-esteem
and body confidence issues. Since its launch
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in September 2015, the resource has been
downloaded more than 19,000 times.
A student using the resource commented:
“I learned to be proud of who I am”.
Over the next year we plan to reach more
young people across the UK by developing
a My True Selfie app and by scaling up
our work in schools with the launch of the
#MySenseOfSelf roadshow.
ASOS PLC
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GARY MCGIBBON Facilities Manager
“I’ve done quite a bit of volunteering – a sponsored walk,
an ‘Apprentice’ style workshop with East Barnet School
students, helping out with the Paralympics. Not every
business supports so many different causes on a daily
basis and gets their staff involved so much!”
Focusing on disability
Customer care
Our ‘Celebrating Diversity’ disability programme aims to
raise awareness of disability internally, improve access to our
products and services for customers with disabilities, and create
opportunities for young people with disabilities. Some of the
activities we have undertaken this year include:
n partnering with the British Paralympics Association and
We provide a 24/7/365 customer care service. This year
we handled 12.6m contacts including telephone calls, social
media, emails and live chat. We also provide up-to-date
information on our website Help pages, and 92% of customers
who use these pages find the answers to their questions without
needing to get in touch.
Paralympian athletes to design and fit formal and ceremonial
wear for the Rio 2016 Paralympics
n working with the Royal National Institute of Blind People
to audit our websites and mobile sites to identify ways
that we can improve accessibility for customers with
visual impairments
n donating products to disability charity, Scope, to raise funds
for employment accessibility programmes for young adults
n providing Business Disability Forum training to employees
on disability awareness
n reviewing the equality of opportunities for potential and
current employees with disabilities.
Protection from fraud, and data security measures, are some of
the most important services we provide for our customers. We
use an automatic anti-fraud system that reviews every order and
selects 1.2% for manual review by the Profit Protection Team,
which works 24 hours a day, seven days a week to ensure
threats are mitigated as efficiently and effectively as possible.
This year, our profit protection measures prevented £10.3m of
fraud on 69,953 orders. We also have technical and physical
security controls to prevent unauthorised access to customer
data, including access restrictions, encryption of certain
customer data, and alert systems.
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CORPORATE RESPONSIBILITY continued
OUR BUSINESS
Achieving growth in a way that adds social
value and minimises environmental impacts.
We believe in growing our Company in a
sustainable way, while ensuring our long-term
commercial viability. We do this by focusing on
two things: our people and the environment.
OUR PEOPLE
At ASOS, we work hard to create a unique culture where
people can feel valued, respected, enjoy their work, understand
that they make a real difference each day and also have
some fun along the way. We want ASOS to lead the way as a
diverse, inclusive and inspiring place to work which attracts the
very best talent.
All our employees and third-party colleagues are central to the
Group’s success. As at 31 August 2016, we employed 2,700
people, including 2,590 full-time and 110 part-time employees.
The majority of our employees are based at our headquarters in
Camden, North London, and our Customer Care site in Hemel
Hempstead, with smaller teams in Paris, Birmingham, Berlin,
New York and Sydney. To support our operations, people are
employed through our outsourced partners at our Barnsley
fulfilment centre, and at our International Customer Care centres
based in Gateshead, Glasgow, Lisbon and Vladimir.
We communicate regularly about our Group’s performance
and objectives, and we encourage employees to contribute
their own ideas on where we can make improvements and fast
track our business. The past year has seen the largest employee
engagement project to date, in which we invited everyone in
the Company to provide feedback and ideas to help us review
our Company Values in preparation for the next stage of our
growth. Being true to our values of being authentic, brave
and creative is at the heart of what we strive for. We regularly
include our third-party colleagues in Group communications
and show our belief in their contribution to the business by
including them in our employee discount programme.
Having strong, ethical standards is important to us. We expect
all our employees and third-party colleagues to act with
integrity and behave ethically in everything they do.
Attracting talent and investing in our people
Attracting, developing and retaining the best talent that will
thrive in our fast-paced environment remains our number one
priority. Over the past 12 months, we have strengthened our
senior team in critical areas with the promotion of Eve Williams
to Brand Experience Director, and with eight additional key
appointments/promotions in technology, our People Team,
Supply Chain, Content and Engagement, Brand Experience
and Legal. More widely across the business, apprenticeships
and internships remain important ways of attracting more junior
talent, and we continue to build partnerships with a variety of
universities and colleges.
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Once we’ve brought the best talent on board, we work hard
to develop and retain our people by offering opportunities that
match both their professional and personal aspirations. We have
a robust learning offer to support them through their journey here
at ASOS, focusing on employability and personal development.
An immersive induction greets people on their first day, and
includes a history of the business, meeting the Executive and a
tour of the HQ covering all departments from Technology to the
Catwalk. Once people have settled into their roles, the learning
offer is varied, covering all levels throughout the business. Soft
skills are the focus in the #TrainYourBrain programme. Leadership
and Management development takes place in-house and during
awaydays, and we’re also offering our programmes on a mobile
platform so people can access their training on demand. We
offer everyone support for professional qualifications, as well as
role- and departmental-specific training in a variety of coaching,
classroom, psychometric, informal and social learning avenues,
specific to the ASOS culture.
We believe in encouraging our employees to be involved with
the community, and provide various opportunities for them to
do so (see Our Community section on pages 35 to 36). As
well as being good things to do in their own right, this kind of
voluntary participation also helps people feel more involved
and gives them a stronger connection with our brand. Our
overall aim is to ‘ignite the passion’ which so clearly exists
throughout the Company, creating an environment where
fulfilling one’s true potential is a given.
Equal opportunities
ASOS is committed to encouraging diversity and inclusion,
ensuring that discrimination of any form has no place in our
business. We want each person to feel respected and able to
perform to the best of their ability. This means recognising their
individuality – their personal styles and ways of working. ASOS
will treat all employees equally regardless of age, disability,
sex, sexual orientation, gender reassignment, marital or civil
partner status, family status, race, nationality, ethnic or national
origin, religion or belief. Should an employee develop a long-
term health concern or disability, we do our best to support him
or her to return to work.
We are particularly keen to ensure that women have equal
opportunities to have fulfilling careers and rise to the top of
the business. As at 31 August 2016, the seven members of
our Board comprised three women and four men. Across the
business, 65% of full-time employees are women and 35% men
(2015: 67% women; 33% men), while 93% of the part-time
workforce are women and 7% men (2015: 96% women;
4% men).
Safety
Our employees and people working on behalf of ASOS are
entitled to work in a safe environment. We carry out health and
safety risk assessments regularly and review our Safety Policy,
‘Be Smart’, frequently. During the 2016 financial year, we
had no reportable work-related incidents under the Reporting
of Injuries, Diseases and Dangerous Occurrences Regulations
1995 (RIDDOR) (2015: none).
ASOS PLC ENVIRONMENT
As an online business, ASOS delivers products directly to
customers without the need for bricks and mortar stores. We
ship to customers in 240 countries and territories from our
fulfilment centres in Germany, the UK and the US, and have
offices in Berlin, New York, Paris, Sydney and the UK. As
such, the biggest environmental impacts from our business
activities are carbon emissions from customer deliveries and
the running of our buildings, and waste from our packaging,
so this is where we are largely focusing our efforts to improve
operational and resource efficiency.
Carbon footprint
Although our carbon footprint continues to increase in line with
our business growth, we have seen a decrease in the intensity
of our carbon impact as we implement more efficient processes
and technologies.
We are only able to publish emissions data from the previous
year in this report due to differing reporting timeframes. For the
year ended 31 August 2015, our total carbon footprint rose
to 48,336 tonnes of CO2 (2014: 44,331 tonnes). Overall,
emissions have increased by 13% compared to the previous
year, primarily due to improvements in data quality and an
expansion of our reporting scope.
However, we have reduced our carbon intensity by
approximately 4% (measured by grams of CO2 per customer
order) by significantly lowering flight and courier emissions,
improving energy efficiency at our data centre and implementing
more accurate data-capture methods. Intensity metrics for the past
five years were recalculated this year due to the inclusion of data
centre and packaging assessment emissions within our carbon
footprint measurement for the first time.
Breakdown of our carbon footprint
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CASE STUDY
LED lighting cuts carbon
at Barnsley
LED installation gives more light
for less energy
An energy savings audit of our Barnsley
fulfilment centre revealed that lighting
accounted for more than 3m kWh (34%)
of total electricity consumed on site per
year – the fulfilment centre operates 24 hours
a day and has a building footprint equal
to eight football pitches. The audit findings
recommended we update the lighting at the
site, replacing all the existing fluorescent bulbs
with lower-carbon LED alternatives. Following
sign-off on a detailed business case, work to
replace all 7,013 lights in the fulfilment centre
began in June 2016 and took eight weeks to
complete. We calculate that the new lighting
will save 4.46m kWh per year, result in a 76%
reduction in lighting electricity consumption,
and cut annual carbon emissions by more
than 2,300 tonnes.
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CORPORATE RESPONSIBILITY continued
Customer deliveries
Third-party deliveries (the delivery of parcels to customers)
make up the largest proportion of our footprint, accounting
for 73% of emissions, with air freight comprising 97% of this
figure. Reducing delivery emissions is an ongoing business
priority for ASOS.
We are in the process of mapping out international transport
modes and routes to all our key territories so that we can more
accurately measure carbon emissions in this area and identify
further opportunities to cut the size of our footprint.
We are continuing to increase the amount of stock we hold in
our German fulfilment centre (Eurohub) where 45% of European
orders, excluding the UK, are now fulfilled, further helping us to
reduce stock and vehicle movements across Europe and lower
emissions as a result.
Energy efficiency in buildings
Emissions from our buildings make up the second largest
proportion of our carbon footprint, which is 15%. The measures
we have taken to improve building energy efficiency over the
past year include:
n completing energy audits of all our buildings, as required
under the UK Energy Savings Opportunity Scheme, to
identify where our biggest energy efficiency gains can
be made
n replacing all the lighting at our Barnsley fulfilment centre
with low-emission LED alternatives
n carrying out a renewables appraisal at Eurohub 2 so that
renewable energy generation can be factored into the
building design
n reducing data centre emissions by 43% through the
procurement of more energy-efficient equipment.
Low-waste photography backgrounds in ASOS studios
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“ We are working hard to ensure that any
new premises we build are constructed
with environmental savings in mind. Energy
sustainability has been, and continues to be,
a key consideration in our plans for our new
fulfilment centre, Eurohub 2, in Germany.”
Gary Beveridge
Director of Supply Chain Development
Waste
As well as continually reviewing our packaging options with
suppliers so that we use the most effective solutions with the
least environmental impact, we also recycle all packaging from
customer returns with the exception of any returns forms which
are currently not recyclable. Our returns processing site in
Selby recycled 298 tonnes of cardboard and sent 388 tonnes
of plastic to be transformed into manufacturing pellets between
September 2015 and July 2016.
To help us achieve our goal of zero waste from all our offices,
we are using organisations such as London Re-use to collect our
unwanted office furniture so that it can be re-used instead of
sent to landfill. We also switched from paper to lino coloramas
(photographic backgrounds for our studios) saving us on
average 653m2 of paper a month.
We are also helping our customers to cut waste by setting up a
customer clothes recycling scheme in partnership with Doddle,
a package delivery company, and TRAID, a UK charity who
is reducing the social and environmental cost of the textile
industry. TRAID will receive funds from clothes donated by
ASOS customers that are sold in its shops. So far, ASOS
customers have donated more than half a tonne of garments.
Employee travel
Business travel flight emissions decreased by 8% compared
with 2014 due to a reduction in long-haul flights and a change
in our flight class policy – in general we fly economy rather
than business class.
In the UK, we have implemented an employee car-sharing
scheme at our Barnsley and Hemel Hempstead premises.
Employees taking part in the scheme have collectively saved
2,241 miles, equating to 738kg of CO2 (1 September 2015
to 30 June 2016).
ASOS PLC
OUR COMMUNITY
Making a positive difference to young people’s
lives in the communities where we operate.
Our community programmes aim to create opportunities for
young adults to ‘be their best’ and achieve their potential.
Supported by the Company, our employees and the ASOS
Foundation – an independent charity (charity number
1153946) – most of our community work takes place in the UK,
particularly around the four areas where we employ the most
people (London, Hemel Hempstead, Barnsley and Birmingham).
We also contribute funds, resources and expertise to
community projects in Kenya (where the ASOS Africa range is
manufactured) and India (where some product and IT suppliers
are based). The ASOS Foundation works with long-term charity
partners including the Prince’s Trust and Centrepoint in the UK,
SOKO Community Trust and Wildlife Works Carbon Trust in
rural Kenya and Udayan Care in New Delhi, India.
UK
n We set up a new partnership with Centrepoint, funding
mental health services for homeless young adults in London.
n We partnered with Barnsley College to fund the Enterprise
Programme to develop young people’s business ideas and
employability skills, and iTrust which provides local business
start-ups with grant and mentor support.
n We delivered our second Prince’s Trust ‘Get Into IT’ technology
programme, resulting in six graduates being offered 12-month
contracts in ASOS’ IT Department and three from the pilot
programme being offered permanent roles.
n We trained 66 young people through our ‘Get Started
with Fashion’, ‘Get Started with Customer Care’ and
‘Get Into Web Design’ programmes in partnership with
the Prince’s Trust.
n The Prince’s Trust awarded 49 young people development
grants for equipment to enable them to access work
or training.
n We provided ongoing support to ‘Call to Create’ at the
Roundhouse in Camden including circus, dance, poetry and
music for young adults, and running two more coding clubs
for 11- to 14-year-olds.
n We supported the delivery of Arrival Education’s ‘Success
for Life’ programme for young people with potential for
success who are disengaged from school and learning due
to challenging circumstances in their personal lives, and we
set up ASOS employee mentoring opportunities.
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CASE STUDY
ASOS Foundation-funded Udayan
Care home opens in India
Opening ceremony for the new ASOS
Udayan Care home, January 2016
We have been supporting the New Delhi-
based charitable trust, Udayan Care,
since 2009. Udayan Care aims to provide
a family-style home, a good education
and career mentoring to some of the 31m
orphans in India, as well as disadvantaged
young women. We launched The Big
Challenge in 2014 to raise funds to build a
new Udayan Care home in Greater Noida
for 12 orphaned or abandoned girls. ASOS
employees fundraised for more than 18
months, supporting a variety of sponsored
challenge events, bake sales, supplier and
staff sample sales and our first golf day. The
girls moved into their new home in April
2016. But we’re not stopping there – we are
now committed to building four new homes
by 2020. We have already bought the land
for our second home, which will have a
community mentoring centre attached to it.
“The children have moved in and are
enjoying the beauty and space of their new
home. The staff, mentors and teachers are
finding these creative spaces really inspiring
to work in – thank you ever so much, ASOS
Foundation, your support is phenomenal.”
Kiran Modi, Founder, Udayan Care.
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CASE STUDY
ASOS volunteers kit out
Paralympians for Rio
In 2015, ASOS proudly partnered with
the British Paralympic Association (BPA)
to design formal and ceremonial wear for
the ParalympicsGB team to wear at the Rio
2016 Paralympics. Our Design and Garment
Technology teams worked closely with
Paralympian athletes to design a capsule
wardrobe suitable for a range of physiques
as well as Rio’s hot climate. In collaboration
with the BPA, we held two fitting weeks
in May and June 2016 for 600 athletes
and team staff to be individually fitted and
measured. Over 70 volunteers from across
ASOS took part in the fitting roadshows at
ASOS head office and in Stockport. This
involved welcoming athletes, collecting their
outfits in the correct size, advising on sizing
and working with tailors to arrange bespoke
alterations to ensure the best fit for each
person. Our Barnsley fulfilment centre then
packed and dispatched everything to the
athletes, team by team.
Our Paralympics legacy forms part of our
Celebrating Diversity programme which
seeks to raise awareness of disability and
to increase the equality of opportunities
available for potential and current employees
with disabilities. We shared our Paralympic
experience with young people close to our
Camden head office when ParalympicsGB
wheelchair basketball coaches and ASOS
volunteers hosted a ‘come and try’ sports day
for students at Haverstock School.
“Helping out at the Paralympics fittings was a
really rewarding experience. Getting to meet
such a range of different athletes, and hear
their stories about how they got to where
they are today, was a real highlight for me.”
Brittany Warrington, ASOS volunteer.
Kenya – Project Pipeline
n A 6km pipeline was installed to provide fresh drinking water
to another 3,800 people in the Kasigau region, including
two schools.
n Ten ASOS employees got the opportunity to volunteer in
India at Udayan Care, refurbishing living space and
running workshops for the children as part of our third
‘Give a Week Away’.
n We equipped 62 students who attended our Kenyan
Stitching Academy with professional manufacturing skills that
will enable them to get jobs in the industry or to establish
small businesses.
n Extra classroom space was created at Buguta Secondary
School and a rainwater catchment system was installed on
the roof.
n We set up a Stitching Academy Hub which offers
programme graduates low-cost space and equipment to rent
so they can start up their own businesses.
n We launched the ‘Pipeline Roadshow’, a programme of
community workshops in rural villages including women’s
health, free eye-care clinics and training in financial
management for women and families.
India – Udayan Care
n Through the ASOS Foundation, we supported 72 children at
Udayan Care homes throughout Delhi and Greater Noida.
n We opened our first purpose-built Udayan Care family home
in Greater Noida for 12 abandoned or orphaned girls in
April 2016.
n We bought land for our second Udayan Care home in
Kurukshetra which will include space for a community
mentoring centre.
EMPLOYEE INVOLVEMENT
We encourage our employees to be more involved with the
community and offer them various ways to donate, fundraise
and volunteer. During the year, ASOS employees have been
engaged in:
n Payroll Giving: more than 17.5% of employees make regular
donations to charity from their pay – we received our fourth
Platinum Quality Mark for Payroll Giving in April
n Payday Pennies: launched in 2014, 11% of employees
now donate the pennies from their salary directly to the
ASOS Foundation
n Give a Day Away: our employees volunteered 2,258 hours
to give time and expertise to our community programme
partners or to their chosen charity or community group
n ASOS Active and ASOS Engage: employees undertaking
sponsored challenges and organising fundraising events
contributed more than £34,000 to the ASOS Foundation
n Employee sample sales: sample sales raised more than
£134,000 for the ASOS Foundation.
36
ASOS PLC
38 Board of Directors
40 Corporate Governance
Report
44 Audit Committee Report
47 Directors’ Remuneration
Report
56 Directors’ Report
58 Statement of Directors’
Responsibility
GOVERNANCE REPORT
ANNUAL REPORT AND ACCOUNTS 2016
37
BOARD OF DIRECTORS
Brian McBride
Chairman
Nick Beighton
Chief Executive Officer
Appointed: Chairman of ASOS Plc in November 2012.
Experience: Brian is Chairman of Wiggle Ltd, a private-equity owned
online cycling and apparel business. He sits on the Board of the UK
Government’s Digital Advisory Board, facilitating the delivery of
world-class public services through emerging technologies and digital
trends. Brian is a Senior Non-Executive Director at AO World PLC,
an online retailer specialising in household appliances and a Senior
Adviser at Lazard. He is also a member of the Court (Governing Body)
of the University of Glasgow. Prior to joining ASOS, Brian was the UK
Managing Director of Amazon.co.uk from 2006 to 2011.
Committees: N*
Appointed: Chief Financial Officer in 2009 and Chief Executive
Officer in September 2015.
Experience: Nick is a chartered accountant, who qualified at KPMG,
working in transaction services and within the strategic business
management group. He joined Matalan in 1999 as Head of Finance
and became Business Change and IT Director before his appointment
to the Company’s retail board in 2003. Nick was Finance Director
of Luminar Group Holdings PLC. In March 2016, Nick became a
Director of Raging Bull Group Ltd, a new leisure clothing company.
He is a member of the EU e-Commerce Task Force and the Future Fifty
Programme Advisory Panel.
Rita Clifton
Non-Executive Director
Appointed: April 2014.
Experience: Rita is Chairman of BrandCap, the global brand
consultancy, and of Populus, the research consultancy. She is also a
Non-Executive Director of Nationwide Plc and, in May 2016, she
joined the board of Ascential plc, the international business-to-business
media company, as Senior Independent Director and as a member
of the Audit and Nominations Committees. Previous non-executive
directorships include Bupa, Dixons Retail Plc and Emap Plc. Rita started
her career in advertising, becoming Vice Chairman and Strategy
Director at Saatchi & Saatchi. She joined Interbrand as Chief Executive
Officer of the London office in 1997, becoming Chairman in 2002.
She is a Fellow of WWF-UK, the conservation and environmental
protection charity, and has been a member of the Government’s
Sustainable Development Commission. Rita also chairs the sustainability
charity TCV and sits on the Advisory Board for BP’s carbon offsetting
programme Target Neutral. In 2014, Rita was awarded a CBE for
services to the advertising industry.
Committees: A R N
38
Hilary Riva
Chair of the Remuneration
Committee
Appointed: Non-Executive Director in 2014 and Chair of the
Remuneration Committee in January 2016.
Experience: Hilary joined Shepherd Neame, Britain’s oldest brewer
as a Non-Executive Director in April 2016. She is also a Non-Executive
Director of Shaftesbury Plc and London & Partners, and a Director of
The Alexander Centre Community Interest Company. Between 1996
and 2001, Hilary was a member of the Management Board of Arcadia
serving as Managing Director of Evans, Top Shop, Principles, Wallis,
Dorothy Perkins and Warehouse. In 2001, as Managing Director of
Rubicon Retail, she jointly led the management buy-out of Principles,
Hawkshead, Warehouse and Racing Green from Arcadia. Following
the sale of Rubicon in 2005, Hilary joined the British Fashion Council
as Chief Executive on a pro bono basis. Hilary stood down in 2009
having put in place the industry engagement, strategic plan, financial
resources and management structure to provide a sustainable future
for the organisation. Hilary was awarded an OBE for services to the
fashion industry in 2008.
Committees: R* A N
ASOS PLC Helen Ashton
Chief Financial Officer
Ian Dyson
Senior Independent Director and
Chairman of the Audit Committee
Appointed: September 2015.
Appointed: October 2013.
Experience: Helen is a chartered management accountant with
20 years of post-qualification experience, including more than ten
years working at senior director level. She has spent ten years within
regulated financial services businesses driving major change and
growth programmes both in Managing Director and Finance Director
roles. This included consumer-facing roles at Barclays, Lloyds Banking
Group and as Chief Executive Officer of a private equity-backed UK
consumer debt purchaser, Capquest. Prior to this, Helen held senior
finance roles at ASDA and GUS.
Experience: Ian is the Senior Independent Director of
PaddyPowerBetfair Plc, Chairman of the Audit Committees of
Intercontinental Hotels Group Plc and SSP Group Plc, and is a Non-
Executive Director of Punch Taverns Plc. He has more than 20 years’
experience in the public market arena and has held both executive
and non-executive directorships at FTSE100 and FTSE250 companies.
He was Group Finance and Operations Director of Marks & Spencer
Group Plc from 2005 to 2010 before becoming Chief Executive of
Punch Taverns Plc in 2010. Prior to that, Ian was Group Finance
Director of Rank Group Plc and was formerly a Non-Executive Director
and Chair of the Audit Committee of Misys Plc.
Committees: A* R N
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Nick Robertson
Founder and
Non-Executive Director
Appointed: Co-founded ASOS.com Ltd in 2000, and served
as its Chief Executive Officer until September 2015, when he
became a Non-Executive Director.
Experience: Nick’s career began in 1987 at the advertising
agency Young and Rubicam. In 1991, he moved to Carat, the UK’s
largest media planning and buying agency. In 1995, he co-founded
Entertainment Marketing Ltd, a marketing services business. Nick was
awarded an OBE in 2011 for his achievements in the world of fashion
retailing. He is also Chairman of the ASOS Foundation, a registered
charity, funded by ASOS which seeks to improve the lives of young
people in the UK and overseas through long-term partnerships with
established local charities.
Andrew Magowan
General Counsel &
Company Secretary
Appointed: January 2012.
Experience: before joining ASOS, Andrew was Legal Director of
helicopter operator Bristow Group’s Global Operations division, and
prior to that was General Counsel for FTSE-listed Alpha Airports Group
Plc. He qualified and worked as a corporate lawyer with Berwin
Leighton Paisner, and moved in-house with Associated British Foods Plc.
A – Audit Committee
N – Nomination Committee
R – Remuneration Committee
* – Committee Chair
39
ANNUAL REPORT AND ACCOUNTS 2016
CORPORATE GOVERNANCE REPORT
It is the Board’s job to ensure the Company,
its subsidiaries and all its businesses (together
‘the Group’) are managed for the long-term
benefit of all shareholders. The application of
standards of corporate governance that are
appropriate for the Group’s nature, status,
profile, size and circumstances is an important
part of that job. How the Board has delivered
on that commitment in the last financial year
is set out below.
THE BOARD
The Board’s primary tasks are to enhance shareholders’ long-term
interests by:
n reviewing and approving the Group’s overall strategy and
direction
n determining, maintaining and overseeing controls, audit
processes and risk management policies to ensure the Company
operates effectively and sustainably in the long term
n approving the financial statements, as well as revenue and
capital budgets and plans
n approving material agreements and non-recurring projects
n reviewing and approving remuneration policies.
The Board delegates specific responsibilities to the Board Committees,
as detailed in this Corporate Governance Report, with the role and
responsibilities of each Committee set out in clearly defined Terms
of Reference.
Board composition
As at 17 October 2016, the Board comprised the Chairman, two
Executive Directors and four other Non-Executive Directors.
During the financial year to 31 August 2016, the following Board
changes took place: on 2 September 2015, Nick Beighton was
appointed Chief Executive Officer of the Company, while Nick
Robertson, the previous Chief Executive Officer, became a Non-
Executive Director; Helen Ashton was also appointed as Chief
Financial Officer on 1 September 2015; and on 3 December
2015, Karen Jones resigned as a Non-Executive Director and
Chair of the Remuneration Committee. Short biographies of each
of the Board Directors in office at the year end are set out on
pages 38 to 39.
The Board is satisfied that, between the Directors, it has an effective
and appropriate balance of skills and experience, including (without
limitation) in the areas of retailing, fashion, finance, innovation,
international trading operations, ecommerce and marketing. The Board
is also satisfied that it has a suitable balance between independence
(of both character and judgement) on the one hand, and knowledge
of the Company on the other, to enable it to discharge its duties and
responsibilities effectively. All Directors are encouraged to use their
independent judgement and to challenge all matters, whether strategic
or operational.
The Company is committed to encouraging diversity among its
workforce and 43% of the ASOS Plc Board are women (three of seven).
For further information on diversity within ASOS, see the People section
in the Corporate Responsibility Report on page 32.
40
Appointment, removal and re-election of Directors
The Board makes decisions regarding the appointment and removal of
Directors, and there is a formal, rigorous and transparent procedure
for appointments. The Company’s Articles of Association require that
one-third of the Directors must stand for re-election by shareholders
annually in rotation; that all Directors must stand for re-election at least
once every three years; and that any new Directors appointed during
the year must stand for election at the AGM immediately following their
appointment. However, to underline their accountability to shareholders
and the Board’s commitment to appropriate corporate governance,
each Director will now offer themselves for re-election by shareholders
annually, with effect from the next Annual General Meeting.
With regard to all the Directors who are offering themselves for re-
election at the next AGM, the Board unanimously believes that each of
their contributions continues to be effective and that the Company and
its shareholders should support their re-election.
Roles of the Chairman and Chief Executive Officer
There is a clear division of responsibility at the head of the Company.
The Chairman is responsible for running the business of the Board
and for ensuring appropriate strategic focus and direction. The Chief
Executive Officer is responsible for proposing the strategic focus to the
Board, implementing it once it has been approved and overseeing the
management of the Company through the Executive Board.
Board meetings
The Board manages the Company through a formal schedule of matters
reserved for its decision, with a minimum of eight meetings scheduled
each year. Prior to the start of each financial year, a schedule of dates
for that year’s eight Board meetings is compiled to align as far as
reasonably practicable with the Company’s financial calendar on the
one hand, and its trading calendar on the other, while also ensuring
an appropriate spread of meetings across the financial year. This may
be supplemented by additional meetings as and when required.
During the year to 31 August 2016, the Board met for its eight
scheduled meetings.
The Board and its Committees receive appropriate and timely
information prior to each meeting; a formal agenda is produced
for each meeting, and Board and Committee papers are distributed
several days before meetings take place. Any Director may challenge
Company proposals and decisions are taken democratically after
discussion. Any Director who feels that any concern remains unresolved
after discussion may ask for that concern to be noted in the minutes
of the meeting, which are then circulated to all Directors. Any specific
actions arising from such meetings are agreed by the Board or relevant
Committee and then followed up by the Company’s management.
To check the efficacy of the Board process, the Company’s internal
auditors carried out a review into the Board reporting processes during
the financial year to 31 August 2016.
Board diversity
Women
43%
57%
Men
ASOS PLC Key Board actions during the year
The Board recognises that cyber-crime continues to be a threat to all
businesses and has ensured that additional investment has been made
during the year with the recruitment of a Chief Information Security
Officer, the building out of the IT Security team and additional capital
expenditure on the information security infrastructure to upgrade and
strengthen our systems.
During the year, we have continued our open dialogue with the
investment community with a comprehensive schedule of visits,
roadshows and meetings and a Capital Markets event in June.
We have considered the recently introduced Modern Slavery Act 2015
and we are able to confirm that to the best of our knowledge there is
no modern slavery or human trafficking within our supply chain; and
we will continue to monitor measures to protect workers from abuse or
exploitation in our business or supply chain.
There is no requirement for AIM-listed companies to present a viability
statement, however the Board considered it appropriate to provide
guidance, and a viability statement has been considered by the Audit
Committee, working with the Directors. This involved the Committee
reviewing the business model alongside the principal risks and
satisfying itself that it has a reasonable expectation that the Company
will be able to continue in operation and meet its liabilities over the
three-year period to 31 August 2019. Further details are set out in the
Director’s Report on pages 56 and 57.
Board performance
The performance of the Board is fundamental to the Company’s
success. The performance of the Board and its Committees, including
individual members, is evaluated regularly, with the aim of improving
their effectiveness. The last evaluation was carried out in August 2016,
and was facilitated internally, involving a questionnaire to each Board
Director. The review produced a number of key actions that have been
implemented to help the Board work together more effectively, including:
n Nomination Committee meetings scheduled for 2017 to consider
Board composition and succession planning
n Board meetings to be held occasionally at sites other than
head office.
Board Committees
The Board is supported by the Audit, Remuneration and Nomination Committees.
Each Committee has access to such resources, information and advice as it deems necessary, at the cost of the Company, to enable the
Committee to discharge its duties. The Terms of Reference of each Committee are available at www.asosplc.com. Each Committee is
responsible for reviewing the effectiveness of its own Terms of Reference and for making recommendations to the Board for changes when
necessary. Executive Directors are not members of the Board Committees, although they may be invited to attend meetings. The General
Counsel & Company Secretary acts as secretary to all the Committees. The minutes of Committee meetings are circulated to all Committee
members and reports on each are given by the relevant Committee Chairman to the Board.
The specific responsibilities of each of the Committees are set out below.
Audit Committee
The composition, responsibilities and activities of the Audit Committee are set out in the separate Audit Committee Report on pages 44 to 46
Remuneration Committee
The composition, responsibilities and activities of the Remuneration Committee are set out in the Directors’ Remuneration Report on pages 47
to 53, along with the Company’s Remuneration Policy and details of how that policy was implemented during the year to 31 August 2016.
Nomination Committee
The Nomination Committee currently comprises three independent Non-Executive Directors – Rita Clifton, Ian Dyson and Hilary Riva; and the
Company’s Chairman, Brian McBride, who is the Committee Chair. The Chief Executive Officer is also invited to attend meetings unless he
has a conflict of interest. Other Directors, and the General Counsel & Company Secretary, are invited only as appropriate (and only if they do
not have a conflict of interest). The Committee is also assisted by executive search consultants as and when required.
The Committee’s principal responsibility is to evaluate the Board’s requirements and ensure that appropriate procedures are in place for
the nomination, selection and succession of Directors to meet those requirements. Given that the Board had just gone through an extensive
succession process for Executive Directors at the end of the previous year, the Committee did not meet during the year to 31 August 2016.
However, looking ahead, a minimum of one Nomination Committee meeting has been scheduled in the Board calendar going forward to
consider succession planning. External search consultants were used for the appointments of Nick Beighton as Chief Executive Officer and
Helen Ashton as Chief Financial Officer.
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ANNUAL REPORT AND ACCOUNTS 2016
CORPORATE GOVERNANCE REPORT continued
Attendance at Board/Committee meetings
The table below shows the attendance record of individual Directors at Board meetings and relevant Committee meetings.
Board meetings
Committees
Eligible to attend
Attended
Eligible to attend
Attended
Eligible to attend
Attended
Eligible to attend
Attended
Audit
Remuneration
Nomination
Brian McBride
Nick Beighton
Helen Ashton
Rita Clifton
Ian Dyson
Hilary Riva
Nick Robertson
Karen Jones*
*Karen Jones resigned on 3 December 2015
8
8
8
8
8
8
8
3
8
8
8
8
8
8
7
2
No meetings held
see page 41
–
–
–
4
4
4
–
1
–
–
–
4
4
4
–
1
–
–
–
4
4
4
–
1
–
–
–
4
4
4
–
1
At the date of this Annual Report, the Board had met twice since 31 August 2016, the end of the financial year. The Remuneration Committee
also met twice, and the Audit Committee met once, since 31 August 2016.
Advice, support and professional development
Financial controls
The Directors have access to the advice and services of the Company
Secretarial team, including the General Counsel & Company Secretary,
who is responsible for ensuring that all Board procedures have been
complied with. Individual Directors are also able to take independent
legal and financial advice at the Company’s expense as and when
necessary to support the performance of their duties as Directors of
the Company. Throughout their period in office, the Directors are also
updated on the Group’s businesses, and the regulatory and industry-
specific environments in which they operate, by way of written briefings
and meetings with senior executives plus, where appropriate, external
parties. Appropriate training is also available to all Directors to develop
their knowledge and ensure they remain up to date in relevant matters
for which they have responsibility as a member of the Board.
Directors’ conflicts of interest
The Company has effective procedures in place to monitor and deal
with conflicts of interest. The Board is aware of the other commitments
and interests of its Directors, and changes to these commitments and
interests are reported to and, where appropriate, agreed with the rest
of the Board.
EXECUTIVE BOARD
The Executive Board consists of the Executive Directors and key
functional directors and meets weekly. Under the chairmanship of
the Chief Executive Officer, the Executive Board is responsible for
formulation of the proposed strategic focus for submission to the
Board, the day-to-day management of the Group’s business and its
overall trading, operational and financial performance in fulfilment
of that strategy, as well as plans and budgets approved by the Board
of Directors. It also manages and oversees key risks, management
development and corporate responsibility programmes. The Chief
Executive Officer reports to the Board on issues, progress and
recommendations for change that come out of the Executive Board’s
meetings. As at 17 October 2016, 28% of the Executive Board are
women (two of seven).
Internal control procedures are delegated by the Board to the Executive
Board. The controls applied by the Executive Board to financial and
non-financial matters are set out below, and the effectiveness of these
controls regularly reported to the Audit Committee and the Board.
The Company has an established framework of internal financial
controls, the effectiveness of which is regularly reviewed by the
Executive Board, the Audit Committee and the Board in light of an
ongoing assessment of significant risks facing the Company.
n As outlined in this Corporate Governance Report, the Board
is responsible for reviewing and approving overall Company
strategy, approving revenue and capital budgets and plans, and
for determining the financial structure of the Company including
treasury, tax and dividend policy. Monthly results and variances
from plans and forecasts are reported to the Board.
n The Audit Committee assists the Board in discharging its duties
regarding the financial statements, accounting policies and the
maintenance of proper internal business, and operational and
financial controls, including the results of work performed by
the internal audit function. The Committee provides a direct link
between the Board and the external and internal auditors through
regular meetings.
n The Board has established an organisational authority structure,
with clearly defined lines of responsibility and approval thresholds,
to specify the transactions requiring its approval. The Chief
Financial Officer is responsible for the functional leadership
and development of the Company’s finance activities, including
compliance with this organisational authority structure.
n There are comprehensive procedures for budgeting and planning,
for monitoring and reporting to the Board business performance
against those budgets and plans, and for forecasting expected
performance over the remainder of the financial period. These
cover profits, cash flows, capital expenditure and balance sheets.
Monthly results are reported against budget and compared with the
prior year, and forecasts for the current financial year are regularly
revised in light of actual performance.
n The Company has a consistent system of prior appraisal for
investments, overseen by the Chief Financial Officer, with defined
financial controls and procedures with which each business area
is required to comply in order to be granted investment funds for
development. Regular post-investment reviews are also carried out
to check the extent to which investment cases were delivered in line
with plans.
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ASOS PLC
Non-financial controls
ASOS has a number of non-financial controls covering areas such as
legal and regulatory compliance, business integrity, health and safety,
risk management, business continuity and corporate responsibility
(including ethical trading, supplier standards, environmental concerns
and employment diversity). The key elements of those non-financial
controls are set out below.
n Appropriate standards and policies: the Board is committed
to maintaining appropriate standards for all the Company’s business
activities and ensuring that these standards are set out in written
policies. Key examples of such standards and policies include
‘Fashion With Integrity’, the Company’s corporate responsibility
framework standards, which include objectives relating to the impact
that the Group’s activities have on the environment, workplace,
marketplace and community (further details of which are set out on
pages 25 to 36) of this report; the ASOS Supplier Standards (which
set out the core trading requirements expected of all ASOS suppliers);
and ‘Do The Right Thing’, the Company’s Code of Integrity (designed
to ensure that all those who work for and on behalf of ASOS act with
integrity, behave ethically and work within best practice).
n Appropriate approvals: all material contracts are required to be
reviewed by the Procurement and Legal Departments, and signed by
a senior executive of the Company.
n Appropriate oversight: as businesses change, so too do their
challenges and risks. Given ASOS’ continued growth, the Board
regularly reviews all standards and policies to ensure they remain
appropriate to ASOS as its size and shape change. The most
significant of these is the Company’s risk management process,
which is centred around the Business Risk Register. Through its
review, and the implementation of business continuity plans to
address those key risks that have an immediate impact, risks facing
the business are re-assessed, and potential mitigating actions are
considered and implemented to help protect against those risks and
prepare the business to handle them should they arise.
n Appropriate assistance: each year, Deloitte, our internal
auditors, carry out reviews of our internal processes in a number
of different areas to assist with our risk management processes,
provide an objective independent view of the effectiveness of various
procedures and policies, and identify where improvements could
be made. Deloitte report to the Audit Committee; with the day-to-
day relationship managed by the General Counsel & Company
Secretary and the Chief Financial Officer. The internal audit plan for
each year is compiled after consultation with the Executive Board
members approved by the Audit Committee; and the reports and
recommendations from each audit are reviewed by the relevant
business department, the Executive Board and the Audit Committee.
n Appropriate engagement: recognising that, where standards
and policies apply across ASOS, they are only effective if their
intended audiences fully engage with them, and that ASOS has a
non-traditional but effective culture, we dedicate a lot of time and
effort to ensure that all ASOS-wide standards and policies in all areas
(including business integrity, anti-bribery, gifts, intellectual property and
design rights) are written and communicated to the organisation in the
way that is likely to result in the greatest engagement from ASOSers.
n Appropriate internal disclosure: with a business as large as
ASOS, we know we rely on our employees to be our eyes and ears
on what is going on across the organisation. So, under the banner
of ‘Say It’, ASOS has a number of ways in which ASOSers can
provide us with feedback on any matter, including anything that just
doesn’t feel right. One of those – called ‘We’re Listening’ – is through
an external provider which anyone connected to ASOS can contact
to disclose any concerns about the business. This service, which is
anonymous, multilingual and independent, can be contacted by a
website portal or by calling a local-rate telephone number. The Audit
Committee is advised of any significant concerns raised through this
service and subsequent investigations. To ensure that all ASOSers,
new or long-serving, know of these feedback channels and to
encourage their use across the Company, an awareness programme
for Say It was kicked off in August 2016.
n Appropriate focus: the Executive has identified the need for a
dedicated Business Assurance function to give increased focus on risk
management and compliance, as suits the needs of a growing and
maturing business. Recruitment is underway and this resource will
further enhance the existing controls in place to protect the business.
RELATIONS WITH SHAREHOLDERS
The Company remains committed to communicating openly with its
shareholders to ensure that its strategy and performance are clearly
understood. The Company communicates with shareholders through the
Annual Report and Accounts, full-year and half-year announcements,
trading updates and the Annual General Meeting (AGM), and
encourages their participation in face-to-face meetings. A range of
corporate information (including all Company announcements and
presentations) is also available to shareholders, investors and the public
on the Company’s corporate website, www.asosplc.com.
Private shareholders
The AGM is the principal forum for dialogue with retail shareholders,
and the Company encourages all shareholders to attend and
participate. The Notice of Meeting is sent to shareholders at least 21
days before the meeting. The chairs of the Board and all Committees,
together with all other Directors, routinely attend the AGM and are
available to answer questions raised by shareholders. Shareholders
vote on each resolution, and this year this will be done by way of a poll
rather than by a show of hands, which is considered best practice. For
each vote, the number of proxy votes received for, against and withheld
is announced. The results of the AGM are subsequently published on
the Company’s corporate website.
Institutional shareholders
The Directors actively seek to build a mutual understanding of objectives
with institutional shareholders. Shareholder relations are managed
primarily by the Chief Financial Officer and Director of Investor
Relations, supported by the Chief Executive Officer, as appropriate.
The Chief Executive Officer and Chief Financial Officer make
presentations to institutional shareholders and analysts immediately
following the release of the full-year and half-year results. The
Company communicates with institutional investors frequently through
a combination of formal meetings, participation at investor conferences
and informal briefings with management. In addition, analysts’ notes
and brokers’ briefings are reviewed to achieve a wide understanding
of investors’ views. In June 2016, a ‘Capital Markets’ event was held
in London and attended by 150 sell-side analysts to enhance their
understanding of the business.
The Board as a whole is kept informed of the views and concerns
of major shareholders by briefings from the Chief Financial Officer,
supported by the Director of Investor Relations when required. Any
significant investment reports from analysts are also circulated to the
Board. The Non-Executive Directors, including the Senior Independent
Non-Executive Director, are available to meet with major shareholders
if required to discuss issues of importance to them.
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AUDIT COMMITTEE REPORT
AUDIT COMMITTEE CHAIRMAN’S STATEMENT
The Board has overall responsibility for
managing the risks facing the business to
protect as far as possible the long-term success
of ASOS. The Audit Committee plays a crucial
role in assisting the Board to discharge that
duty by monitoring, reviewing and challenging
the effectiveness of the Group’s systems of
control and processes concerning financial
reporting; risk management and business
continuity; and business assurance around
areas such as fraud, bribery and corruption
detection, and whistleblowing. The Committee
also monitors and reviews the appointment of
the Company’s external and internal auditors
(including the nature and scope of their work),
as well as the external auditors’ independence
and effectiveness, audit fees and the provision
of non-audit services.
AUDIT COMMITTEEE COMPOSITION
The Audit Committee currently comprises three independent Non-
Executive Directors: Ian Dyson (Committee Chair), Rita Clifton and
Hilary Riva. During the year to 31 August 2016, Karen Jones resigned
as a Non-Executive Director and therefore stood down as a member
of the Audit Committee. The table below sets out each member’s
attendance record at Committee meetings during the financial year.
Committee
member
Ian Dyson
Rita Clifton
Hilary Riva
Karen Jones*
Role
Committee Chair
Non-Executive Director
Non-Executive Director
Non-Executive Director
Attendance
record
4/4
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* Karen Jones resigned as a Non-Executive Director on 3 December 2015
and so was only eligible to attend one meeting
Although not members of the Audit Committee, the Company
Chairman, the Chief Executive Officer, the Chief Financial Officer,
the General Counsel & Company Secretary and the Group Financial
Controller are also invited to attend meetings (unless they have a
conflict of interest), as are the external and internal auditors. Other
senior members of the Finance Team are invited to attend meetings as
appropriate, unless there is any potential conflict of interest.
The Audit Committee Chair and members also regularly meet with both
the external and internal auditors, without the Executive Directors or
members of the Finance Team present.
The Board is satisfied that the Chair of the Committee, Ian Dyson, has
recent and relevant financial experience. He is a chartered accountant,
has held executive roles in financial positions in other companies and
has chaired audit committees for a number of other listed companies.
The Committee’s other members have all played an active role in
Committee meetings held throughout the year.
44
The Committee has engaged the following external advisers to assist it
in meeting its responsibilities: PricewaterhouseCoopers LLP (PwC) act
as external auditors to ASOS and Deloitte LLP act as internal auditors
to the Company. The Company also receives advice as required from
PwC and Slaughter and May LLP on tax and legal issues relating to
corporate matters.
The Audit Committee: responsibilities
The Committee’s principal responsibilities are:
n monitoring the integrity of the Company’s financial statements in
relation to the Company’s financial performance
n reviewing the effectiveness of the internal and external audit process
n reviewing the effectiveness of the Group’s financial and internal
controls, including the process for the evaluation, assessment and
management of risk.
The full Terms of Reference for the Committee are available on the
Company’s corporate website, www.asosplc.com. They were last
updated on 18 March 2014 and reviewed again on 13 January 2016.
The Audit Committee met four times for scheduled meetings during the
year. Its activities included:
n reviewing and approving the Annual Report and Accounts to
31 August 2015 and half-year results to 28 February 2016
n considering reports from the external auditors and identifying any
accounting or judgemental issues requiring its attention
n overseeing the appointment of and relationship with the external
auditors, including an assessment of their independence and
a review of the policy for use of external auditors to provide
non-audit services
n reviewing and considering reports on the work of the internal
audit function
n reviewing and approving the Group’s tax and treasury strategies and
policies, as well as the Auditor Rotation policy and the Delegated
Authority levels
n receiving regular reports on IT security processes and systems, and
the work of the IT Security Team
n reviewing the Company’s Business Risk Register and the risk
mitigation actions undertaken during the year
n considering reports on the Company’s Gifts and Corporate
Hospitality Policy
n reviewing the Committee’s Terms of Reference
n agreeing an appropriate period for a viability statement
n approval of a new dedicated Business Assurance function to provide
better focus on and oversight of risk management, compliance and
business continuity.
FINANCIAL REPORTING
The Board has discussed areas of risk with the auditors and agree for
the following areas of heightened risk to be reviewed and assessed
in the audit of the Company’s performance in the financial year to
31 August 2016.
n Risk of fraud in revenue recognition: the greatest risk of
revenue recognition fraud is at the financial statement level, through
the posting of manual journals. There is also a potential revenue
recognition risk for goods in transit over the year end.
n Capitalisation of costs may not be appropriate: given
the significant levels of capital expenditure and internal IT costs
capitalised, there is a risk that additions may be incorrectly
capitalised.
ASOS PLC
n Risk of share option schemes being incorrectly accounted
for: due to the complexity of IFRS 2 ‘Share-based Payment’, the
number of schemes available for ASOS employees and additional
grants under the ASOS Long-Term Incentive Scheme in the year, there
is a heightened risk of error from incorrect accounting treatment.
Following the most recent review, the Audit Committee recommended
the reappointment of PwC as auditors of the Company, and PwC
expressed their willingness to continue in office. A resolution to
reappoint PwC and a resolution to enable the Directors to determine
their remuneration will be proposed at the 2016 AGM.
n Tax provisions and exposure may not be accurately
accounted for: due to the complexity of tax in a number of
smaller areas, such as tax related to share option schemes, VAT and
overseas tax exposure, there is a risk of material misstatement in
relation to tax accounting.
n Stock not recorded correctly: as a result of the increased
stock holding in the overseas warehouses, there is a heightened
risk that the closing stock is not accurately recorded in the financial
statements.
n Risk of ASOS loyalty scheme accounting being
inaccurate: given the complexity of accounting for loyalty schemes
under IFRIC 13 ‘Customer Loyalty Programmes’ and IAS 18 ‘Revenue
Recognition’, there is a risk that the accounting for the ASOS A-LIST
scheme is not appropriate. Following the launch of the full scheme
during the year, there is also the risk that sufficient information is not
available to reliably estimate assumptions required in the calculation
of the fair value of the award or the revenue requiring deferral.
n Incorrect presentation and disclosure of discontinued
operations: following the decision to cease operations in China,
there is a risk that costs relating to the ongoing Group are incorrectly
classified as discontinued or exceptional.
The Committee reviewed the appropriateness of management’s
accounting in relation to each of these significant risks and PwC
reported to the Committee on the work they had performed in assessing
each during their audit. Details of this work are provided in PwC’s
Audit Report on pages 60 to 64.
EXTERNAL AUDIT
The external auditors, PwC, were first appointed in the financial year
to 31 March 2008. The fees paid to PwC for the financial year to
31 August 2016 were £259,000. In line with its Terms of Reference,
the Audit Committee undertakes a thorough assessment of the quality,
effectiveness, value and independence of the audit provided by PwC
each year, seeking the views of the Board, together with those of
relevant members of the Executive Board.
The Board is satisfied that the Company has adequate policies and
safeguards in place to ensure PwC maintain their objectivity and
independence. The external auditors report to the Audit Committee
annually on their independence from the Company. Periodic rotation of
key audit partners is also required and, in line with that policy, having
overseen ASOS’ external auditing for five years, the current Group audit
partner from PwC will be standing down and will be replaced with
another PwC partner for the financial year ending 31 August 2017.
The Board has a formal policy on the Company’s relationship with
PwC in respect of non-audit work. Proposals for all non-audit services
above £50,000 must be approved by the Audit Committee before any
such work is carried out, and PwC may only provide such services if
their advice does not conflict with their statutory responsibilities and
ethical guidance.
RISK MANAGEMENT AND INTERNAL CONTROLS
The Board has a policy of continuous identification and review of
principal business risks and oversees risk management. This includes
the use of key internal controls and processes to identify key risks,
consider how those risks may affect the achievement of business
objectives and determine appropriate mitigation actions, taking into
account the Company’s risk appetite.
The Executive Board is delegated the task of implementing the
internal controls and processes to put the Board’s policies on risk and
control into effect, and for providing assurance on compliance with
these policies and processes. On a day-to-day basis, the Group risk
management process is managed and co-ordinated by the General
Counsel & Company Secretary. The framework for this process is the
Business Risk Register, which is prepared and regularly reviewed using
consistent risk factors and identifies the business impact and likelihood,
as well as any mitigating factors or controls. In the financial year to
31 August 2016, the Business Risk Register review was supplemented
for the first time by a ‘Black Swan’ review carried out by the Executive
Board to identify, among other things, those events where ASOS’
reputation may be greater than is warranted, those events (however
unlikely) that could materially impact the business’s viability, and those
events which it is no longer acceptable for a business of ASOS’ size
and profile to tolerate. Progress and issues coming out of both the Risk
Register and Black Swan review are reported on a regular basis to the
Executive Board, the Audit Committee and, going forward, the ASOS
Leadership Team.
Where those controls and processes apply across ASOS, particular
effort is made to ensure that they are written, positioned and refreshed
in such a way that they are understood and engaged with by everyone
connected with ASOS. Such an understanding is essential for those
controls to be effective and the recent roll-out of both ASOShome,
the Company’s new intranet, and Facebook@Work provides a
great opportunity to further deepen all ASOSers’ awareness and
understanding of the key controls and processes, and to further embed
the Board’s policy on risk management across our business.
During the financial year, the Board carried out an evaluation of the
effectiveness of the risk management and internal controls systems for
all parts of the business, which covered all material controls including
financial, operational and compliance controls. While the Board is
satisfied that these controls operated effectively for the financial year
to 31 August 2016 and up to and including the date of this report, as
mentioned above, the Executive Board has identified the need for a
dedicated Business Assurance function to ensure an increased focus on
applying and evolving risk management and internal controls, and this
proposal was approved by the Audit Committee in July. This reflects the
needs of a maturing business and will ensure a more integrated, deeper
approach to the management of risk.
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ANNUAL REPORT AND ACCOUNTS 2016
AUDIT COMMITTEE REPORT continued
INTERNAL AUDIT
Our internal audit function is outsourced to Deloitte, who update the
Committee at each meeting on their ongoing reviews. The fees paid to
Deloitte for the financial year to 31 August 2016 were £243,000. The
Committee reviewed the schedule of planned internal audits undertaken
during the year and assessed the processes in place to track and
monitor progress in fixing the management actions highlighted by these
audits. Key internal audits conducted included a review of our core
controls across accounts payable and stock accounting, our end-to-end
order to cash process, our margin analysis and reporting, our payroll
process including key HR controls, our risk management, corporate
governance and Board reporting and a review of our IT data security.
As a result of these reviews, we set up working groups to take forward
any findings regarding our control framework, including implementing
better controls and processes. These groups were also required to
provide progress updates regularly to the Audit Committee.
This review ensures that the Committee is able to give assurances that
the Group has an effective risk management framework. At the time of
reporting, there are no actions that are overdue regarding this timeframe.
The key actions to increase the effectiveness of the internal audit
function that were identified in the effectiveness review carried out
during summer 2015 were duly implemented during the financial year
to 31 August 2016, including a revised three-year schedule of internal
audit review projects.
COMMITTEE EVALUATION
The effectiveness of the Committee is monitored and regularly assessed
using internal evaluation questionnaires, and we have concluded that
the Audit Committee is operating effectively.
OUR PRIORITIES FOR THE YEAR AHEAD
During 2017, the Committee will continue to focus both on the integrity
of the financial controls, risk management systems, particularly through
the establishment of the new Business Assurance department, and on
the robustness of the Company’s IT security arrangements to ensure
that they reflect the changing risks of our high-growth business. We
recognise in particular that cyber-crime is a growing threat to all
businesses, as set out in our Risk Report on pages 20 to 24. Therefore
we will continue to review IT security regularly, and keep the associated
risks under close review.
Ian Dyson
Audit Committee Chair
17 October 2016
46
ASOS PLC
DIRECTORS’ REMUNERATION REPORT
REMUNERATION COMMITTEE CHAIRMAN’S STATEMENT
Dear shareholder
The year ahead
On behalf of the Board, I am delighted to present the Remuneration
Committee’s report for the year to 31 August, 2016. This is my first
report as Chair of the Remuneration Committee since I took over the
role on 1 January 2016. I would like to thank my predecessor, Karen
Jones, for her contribution and leadership of the Committee throughout
her time.
Going forward, I will continue to be joined on the Remuneration
Committee by fellow Board members Rita Clifton and Ian Dyson.
We will continue to support, on behalf of shareholders, the ongoing
development and effective governance of a remuneration framework
appropriate for a dynamic and high-growth business such as ASOS.
Remuneration and business strategy
At ASOS, we remunerate our executives in a way which:
n aims to align executive interests with shareholders
n is sufficiently competitive in the marketplace to enable us to attract,
retain, and motivate exceptional people
n encourages and rewards the behaviours and outcomes that will
deliver business success and a good return for our shareholders.
To achieve this, we pay a fixed salary, and link a significant part of
executive remuneration to the delivery both of annual targets and the
long-term business strategy. We set challenging targets and monitor
performance against them closely.
The year under review
For the year to 31 August 2016, the business performed well under the
leadership of a new management team with both the Chief Executive
Officer, Nick Beighton, and Chief Financial Officer, Helen Ashton,
appointed at the start of the financial year. With the financial results in
excess of the business plan, the level of bonus payable to the Executive
Directors and all other eligible employees was just above the target
pay-out level. The specific targets and the annual bonus payments
against them are disclosed on page 53 of this report.
This year, we have reviewed several aspects of ASOS’ people
management processes, to ensure they are able to support the
next phase of business growth. In addition, we have increased our
focus on ‘pay for performance’ framework so that high performers
are rewarded, while ensuring that those needing development are
supported to enhance their skills.
We made awards under our ASOS Long-Term Incentive Scheme (ALTIS)
in October of this year to Executive Directors and senior managers. This
means we now have two sets of annual awards in place to assist with
the long-term retention of key individuals and to incentivise long-term
business performance.
The Remuneration Committee recognises the unique challenges that
exist within ASOS with its high-growth environment, coupled with the
fast-moving nature of the business sector within which it operates. We
continue to review our remuneration policy to ensure that it remains
competitive and able to attract appropriate talent into the business.
For the forthcoming year, we have agreed the following changes to the
way we implement our policy:
n We have strengthened the connection between our key reward
metrics and our business strategy by adapting the performance
conditions used for our annual bonus scheme and the ALTIS. We
remain committed to the use of stretching performance metrics, and
now recognise the importance of having performance conditions that
are linked to customer engagement. For the annual bonus, we have
introduced the metric of sales growth into the financial component of
the plan in addition to profit; the non-financial measures rewarded
under the plan remain in line with current practice. Under the ASOS
Long-Term Incentive Scheme (ALTIS), we have introduced additional
measures into the performance criteria. Any awards granted during
FY17 will vest based on performance against four performance
criteria (30% on TSR; 30% on EPS; 30% on sales growth and 10%
on a customer engagement metric – Net Promoter Score (NPS).)
n We have developed a new remuneration philosophy to support the
ASOS market positioning and aspirations as a desirable employer,
by ensuring that all future remuneration decisions are assessed
against a consistent set of principles and objectives. This philosophy
is linked to the ASOS values that were reviewed and updated by the
business during the year, having gathered feedback from employees
across the business.
Concluding remarks
As a Committee, we continue to monitor best practice developments in
executive compensation and corporate governance. While we are an
AIM-listed company, we do seek voluntary shareholder approval for
the Remuneration Report. The Committee is appreciative of the level of
support received from shareholders.
At the AGM last year, 84% of shareholders voted in favour of the
Directors’ Remuneration Report, providing an important level of public
accountability for the Board with the suitability of our remuneration
policy and its implementation. We hope that you find this year’s
Remuneration Report equally informative around how ASOS leadership
is remunerated, and some of the changes that we have made during
the year. I look forward to seeing shareholders at the AGM, and hope
that I can count on your continued support on our pay arrangements.
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Hilary Riva
Chair of the Remuneration Committee
47
ANNUAL REPORT AND ACCOUNTS 2016
DIRECTORS’ REMUNERATION REPORT continued
REMUNERATION GOVERNANCE
The Remuneration Committee: composition
The Remuneration Committee comprises three independent Non-Executive
Directors: Hilary Riva (Committee Chair), Rita Clifton and Ian Dyson.
During the year to 31 August 2016, Karen Jones resigned as a Non-
Executive Director, and therefore stood down as a member and Chair of
the Remuneration Committee. The table below sets out each member’s
attendance record at Committee meetings during the financial year.
n When required, the Company also receives advice relating to
remuneration from Willis Towers Watson, PricewaterhouseCoopers
LLP, KPMG LLP and Slaughter and May LLP on reward, tax and legal
matters respectively.
As a matter of course, the Committee also receives advice and
assistance as required from the People Director, the Head of Reward,
the General Counsel & Company Secretary, the Chief Executive Officer
and the Chief Financial Officer.
Committee
member
Hilary Riva*
Rita Clifton
Ian Dyson
Karen Jones*
Role
Non-Executive Director
Non-Executive Director
Non-Executive Director
Committee Chair
Attendance
record
REMUNERATION POLICY
4/4
4/4
4/4
1/1
The overall aim of our Remuneration Policy is to provide appropriate
incentives that reflect the Group’s high performance culture and values
through a number of specific remuneration components (detailed in the
table on the following pages). In summary, we aim to:
n attract, retain and motivate high-calibre, high-performing engaged
*Karen Jones resigned on 3 December 2015. Hilary Riva was appointed as Chair of the
Committee with effect from 1 January 2016.
Appropriate members of the management team, as well as the
Committee’s advisers, are invited to attend meetings as appropriate,
unless there is a potential conflict of interest.
The Remuneration Committee: responsibilities
The Committee’s principal responsibilities are to:
n determine and recommend to the Board the Company’s overall
remuneration policy, and then monitor the ongoing effectiveness of
that policy
n determine and recommend to the Board the remuneration of
Executive Directors, the other members of the Executive Board, and
the Chairman
n monitor, review and approve the levels and structure of remuneration
for other senior managers and employees
n determine the headline targets for any performance-related bonus or
pay schemes
n determine specific targets and objectives for any performance-related
bonus or pay schemes for the Executive Directors and the other
members of the Executive Board
n review and approve any material termination payment.
The full Terms of Reference of the Remuneration Committee are
available on the Company’s corporate website, www.asosplc.com.
These were last updated on 11 June 2014.
employees
n encourage strong performance and engagement, both in the short
and long term, to enable the Group to achieve its strategic objectives
and create sustainable shareholder value
n reward individuals in a fair and responsible manner, over both
the short and long term, for their contributions to the success of
the Group
n reward high performance with high rewards, while also recognising
when performance does not meet our expectations or the required
standards
n ensure that the total reward cost to the Company should be
affordable and sustainable
n issue employee communications around pay and rewards that are
straightforward, effective and easy to understand.
In determining the practical application of the policy, the Remuneration
Committee considers a range of internal and external factors, including
pay and conditions for employees generally, shareholder feedback
and appropriate market comparisons with remuneration practices in
FTSE-listed, AIM-listed and other retail and internet-/technology-based
companies.
The Remuneration Committee is satisfied that this policy successfully
aligns the interests of Executive Directors, senior managers and other
employees with the long-term interests of shareholders by ensuring that
an appropriate proportion of total remuneration is directly linked to
the Group’s performance over both the short and long term, with an
emphasis for Executive Directors and senior managers on share-based
remuneration and long-term shareholding.
The remuneration of Non-Executive Directors other than the Chairman is
determined by the Chairman of the Board and the Executive Directors.
Remuneration policy components
Each component forms part of an overall competitive remuneration
package designed to attract and retain appropriate talent with the
necessary skills to implement the Company’s strategy in order to
create long-term value for shareholders.
The Remuneration Committee: advisers
The Committee has engaged the external advisers listed below to assist
it in meeting its responsibilities.
n New Bridge Street, part of Aon Plc, have been appointed as
independent advisers to the Committee, and provided advice
encompassing all elements of our remuneration packages. For that
advice, New Bridge Street received fees totalling £56,000 in the
financial year to 31 August 2016. Aon Plc, the parent company of
New Bridge Street, also provide insurance broking services to the
Company. New Bridge Street are signatories to the Remuneration
Consultants’ Code of Conduct, and the Committee is satisfied that the
advice that it receives is objective and independent.
48
ASOS PLC
FIXED REMUNERATION ELEMENTS
Element
Purpose
How it operates
Maximum
opportunity
Performance-
related framework
Base salary
Reflects an individual’s
responsibilities,
experience and
performance in
their role.
Reviewed annually, normally with effect from
1 September, with any changes taking effect from
that date.
Salaries are normally paid monthly.
Decisions on salary levels are influenced by:
n responsibilities, abilities, experience and
performance of an individual
n the performance of the individual in the period
since the last review
n the Company’s salary and pay structures and
general workforce salary increases.
Salaries are benchmarked periodically against
FTSE-listed, AIM-listed and other retail and
internet-/technology-based companies.
Pension
To contribute
financially post
retirement.
Defined contribution arrangement or salary
supplement.
Only base salary is pensionable.
The Company’s contribution depends on the
employee’s seniority and may be matched to the
level of contributions the employee chooses to make.
Other benefits
To support the
personal health
and wellbeing of
employees.
To reflect and support
the Company’s culture.
Package of taxable benefits offered through the
Company’s flexible benefits scheme, ‘ASOS
Extras’, which offers all employees a fixed value
depending upon the employee’s seniority, which
can be used either to buy a variety of benefits or
be taken in cash.
Benefits include private medical insurance and
life assurance.
Other benefits may be added to the package
where appropriate.
The performance of
the individual in the
period since the last
review is considered
when their salary is
being reviewed.
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Not applicable.
Not applicable.
There is no prescribed
maximum annual
base salary or
salary increase.
The Committee is
guided by the general
increase for the
broader employee
population but has
discretion to decide
to award a lower or
higher increase to
Executive Directors
to recognise, for
example, an increase
in the scale, scope
or responsibility of
the role and/or take
account of relevant
market movements.
The Company may
contribute up to 15%
of base salary (in
the case of the Chief
Executive Officer) and
up to 12.5% of base
salary (in the case
of other Executive
Directors).
The Committee has
discretion to amend
the contribution
level should market
conditions change.
There is no overall
maximum level of
benefits provided to
Executive Directors,
and the level of some
of these benefits is not
pre-determined but
may vary from year
to year based on the
overall cost to the
Company.
49
ANNUAL REPORT AND ACCOUNTS 2016
DIRECTORS’ REMUNERATION REPORT continued
VARIABLE REMUNERATION ELEMENTS
Element
Purpose
How it operates
Maximum
opportunity
Performance-related
framework
Annual bonus
Provides a link
between remuneration
and both short-
term Company
and individual
performance.
The annual bonus plan is applicable to all
employees, including Executive Directors, in
each case with reference to a percentage of
each individual’s base salary.
The bonus is earned based on performance
against targets set and assessed by the
Committee.
150% of base salary
for the Chief Executive
Officer and 100% of
base salary for other
Executive Directors.
60% of that maximum
is payable for on-
target performance.
Normally measured over
a one-year performance
period, based on a mix
of financial targets (e.g.
profit before tax and
exceptional items), non-
financial performance
and personal objectives
relevant to the year, which
are set taking into account
the Company’s strategic
objectives over that
period.
Subject to three-year
performance conditions
linked to the business
strategy and ensuring
strong alignment with
the long-term interests
of shareholders.
Performance conditions
for awards granted from
FY17 onwards are based
on a blend of financial
metrics: sales growth
and earnings per share
(EPS), and a customer
engagement measure;
net promoter score (NPS).
Targets are reviewed annually and the
Committee has discretion to adapt the targets
appropriately to take into account exceptional
items.
Bonus payments are normally awarded in cash
and are not pensionable.
Annual awards of shares to selected employees,
which vest after three years subject to the
achievement of performance conditions.
Clawback and malus provisions allow awards
to be recouped in certain circumstances.
200% of base salary
(300% in exceptional
circumstances) in any
financial year.
The value of any
dividends paid by the
Company over the
vesting period will be
payable on vesting,
to the extent that
awards vest.
Guidelines require Executive Directors to retain
50% of any shares acquired on vesting of
the ALTIS, and any subsequent share awards
thereafter (net of tax), until the required
shareholdings are achieved.
The guideline limit for the Chief Executive
Officer and other Executive Directors is 500%
and 200% of salary respectively.
Two HMRC-approved all-employee share
schemes encourage employees to take a stake
in the business, aligning their interests with
those of shareholders:
n Save As You Earn share option scheme
(SAYE)
n Share Incentive Plan (SIP).
Cash fee normally paid on a monthly basis.
Fees are reviewed periodically.
Not applicable.
Not applicable.
Consistent with
prevailing HMRC
limits.
Not applicable.
Not applicable.
There is no prescribed
maximum annual fee
or fee increase. The
Board is guided by the
general increase for
the broader employee
population and takes
into account relevant
market movements.
Supports the strategy
and business plan
by incentivising and
retaining the ASOS
senior management
team in a way that is
aligned both with the
Company’s long-term
financial performance
and with the interests
of shareholders.
Increases alignment
between the Board
of Directors and
shareholders.
Shows a clear
commitment by all
Board Directors to
creating value for
shareholders in the
long term.
Increase alignment
between employees
and shareholders in a
tax-efficient manner.
Support retention of
employees.
Provide fees
appropriate to time
commitments and
responsibilities of
each role.
Long-term
incentive –
ASOS Long-
Term Incentive
Scheme (ALTIS)
Share ownership
guidelines
All-employee
share plans –
SAYE and SIP
Non-Executive
Directors
50
ASOS PLC Total potential remuneration for Executive Directors in the 2017 financial year
The chart below shows the potential remuneration of each Executive Director in the 2017 financial year from the remuneration opportunity granted
to them by the Company’s remuneration policy at different levels of performance.
Nick Beighton
Minimum
100%
£621
Target
Maximum
38%
25%
29%
33%
£1,666
32%
43%
£2,546
Helen Ashton
Minimum
100%
£390
Target
42%
22%
36%
£933
Maximum
28%
24%
48%
£1,410
£’000
£0
£500
£1,000
£1,500
£2,000
£2,500
Fixed pay1 Annual bonus
Long-term incentive
1 Fixed pay comprises the Director’s salary, benefits and pension as at 1 September 2016.
Changes to incentive arrangements for Executive Directors in the 2017 financial year
The Committee reviewed the effectiveness and relevance of the ASOS remuneration policy this year to ensure it continues to create alignment with
both the business strategy and shareholder interests.
To help reinforce the business strategy even more effectively, several changes to the performance criteria in both the Annual Bonus and ASOS
Long-Term Incentive Plan (ALTIS) have been approved.
Annual bonus:
An additional financial metric has been incorporated into the scheme, with 70% of the bonus plan now based on the achievement of a blend of
stretching sales growth and Profit Before Tax (PBT) targets. This blend helps reinforce the high-growth focus of the Company while also ensuring
that investment made to drive sales is executed while delivering a sustainable profit margin for shareholders. With the additional non-financial
elements (30% based on achievement of customer engagement targets, and personal objectives based around the business strategy), the Annual
Bonus remains a critical component within the ASOS executive remuneration policy for helping drive strong business performance and the targeted
levels of growth for ASOS’s shareholders.
ALTIS:
For awards granted in 2017 onwards, two additional performance measures have been incorporated into the vesting condition. Sales growth over
the three-year performance period will now determine vesting of up to 30% of the award, resulting in 30% vesting on Sales growth, 30% on EPS,
and 30% based on relative TSR. The remaining 10% weighting within the vesting condition will be based on improvement in Net Promoter Score
over the three-year performance period. Stretching targets will be attached to all four components of the ALTIS vesting condition. Most notably, the
EPS performance condition will now comprise an even more demanding growth target than the current performance conditions in place, with a
minimum of 15% growth per annum to trigger threshold vesting rising on a straight-line basis to 25% growth per annum for full vesting (compared
to 10% per annum rising to 20% per annum growth under the current performance condition).
G
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51
ANNUAL REPORT AND ACCOUNTS 2016
DIRECTORS’ REMUNERATION REPORT continued
Executive Directors’ service contracts and payments for loss of office
All Executive Directors are employed under service contracts. It is the Company’s policy that all Executive Directors should have rolling service
contracts with an indefinite term but a fixed period of notice of termination. The services of all Executive Directors may be terminated on a
maximum of 12 months’ notice by the Company or the individual. The Company’s approach to remuneration in each of the circumstances in which
an Executive Director may leave is set out in the table below, with an individual’s status being determined by the Remuneration Committee in
accordance with the rules of any applicable scheme.
Remuneration component
‘Bad’ leaver situation
‘Good’ leaver situation
Salary in lieu of notice
Provided up to the effective leaving date.
Pension and other benefits
Provided up to the effective leaving date. No
benefits would be provided after that date,
unless it is in the interests of ASOS to do so.
Bonus
None.
Long-term incentives
Awards lapse.
Other payments
None.
Up to a maximum of one year’s worth of salary; normal
practice is to make a phased payment.
Up to one year’s worth of pension and benefits.
Paid in accordance with bonus scheme terms. Normal
practice would be for payment to be time pro-rated to
the effective leaving date.
May vest in accordance with scheme rules. Normal
practice would be for the vested award to be time
pro-rated to the effective leaving date.
Disbursements such as contributions to legal costs and
outplacement fees.
Non-Executive Directors’ letters of appointment
Non-Executive Directors do not have service contracts with the Company; instead they have letters of appointment, which provide for a maximum
of three months’ notice of termination by the Company or the individual at any time, with no pre-determined amounts of compensation.
Recruitment
When recruiting any Executive Director or senior executive, the remuneration level will take into account the skills and experience of the individual,
the market rate for a candidate of that experience and the importance of securing the relevant individual. Where possible, the Company seeks to
apply consistent policies on fixed and variable remuneration components, in line with the remuneration policy set out in the table above, so that
any new Executive Director or senior executive is on the same remuneration footing as existing Executive Directors or senior executives respectively.
The granting of payments or share awards on joining in order to secure the appointment of an Executive Director or senior executive is normally
limited to the value of any deferred remuneration that would be forfeited at the previous employer. Any such proposal for Executive Directors
requires the prior approval of the Remuneration Committee.
For external and internal appointments, the Committee may agree that the Company will meet certain relocation and/or incidental expenses
as appropriate.
On 1 September 2015, Helen Ashton joined the Company as Chief Financial Officer. Her base salary was set at £340,000, with an annual
bonus and long-term incentive opportunity of 100% and 200% of base salary respectively. In addition, to secure her recruitment it was necessary
to buy out a proportion of her existing long-term incentives from her then employer, by making a one-off cash payment of £204,000 and a grant
of a long-term incentive award under the ASOS Long-Term Incentive Scheme, worth £340,000 as at the date of grant, subject to the same three-
year EPS and TSR performance conditions as for the award made to other senior executives in January 2015. The Committee took the view that
these payments were necessary to secure the appointment of a candidate of Helen’s calibre.
Policy developments
Revisions to the Remuneration Policy and its implementation require the approval of the Remuneration Committee, to whom responsibility for the
policy has been delegated by the Board. The Directors’ Remuneration Report is submitted for shareholder approval each year.
52
ASOS PLC REMUNERATION POLICY IMPLEMENTATION
Details of how the Company’s Remuneration Policy has been applied in the year to 31 August 2016 are set out below. Certain information within
this section has been audited as highlighted.
Directors’ remuneration table (audited)
The remuneration of the Directors for the years to 31 August 2016 and 31 August 2015 is set out in the table below.
Executive Directors
Year to 31 August 2016
Year to 31 August 2015
Fixed remuneration
Variable remuneration
Director
Base salary
£
Benefits
£
Pensions
£
Bonus
£
Nick Beighton
550,000
4,623
71,115
573,782
Helen Ashton1
340,000
14,868
36,635
440,9242
890,000
19,491
107,750
1,014,706
LTIP
£
Total
remuneration
£
Total
remuneration
£
–
–
–
1,199,520
804,398
832,427
–
2,031,947
804,398
1 Appointed with effect from 1 September 2015.
2 Includes a one-off cash payment of £204,000 to buy out a portion of Helen Ashton’s long-term incentives from her previous employer.
Non-Executive Directors
The fees for Non-Executive Directors were reviewed during the year and approval was given to the increases as set out below, and these took
effect from 1 January 2016.
Year to 31 August 2016
Year to 31 August 2015
Director
Brian McBride
Ian Dyson
Hilary Riva1
Rita Clifton
Nick Robertson2
Karen Jones3
Base fee
£
190,000
53,334
53,334
53,333
53,333
16,667
Additional
fee
£
–
13,333
6,667
–
–
1,667
Other
taxable
benefits
£
Total
remuneration
£
Basis for
additional fee
–
–
–
–
–
–
190,000
Chair of Board
66,667
60,001
53,333
53,333
18,334
SID and Audit Chair
Remuneration Chair
Remuneration Chair
Total
remuneration
£
190,000
60,000
50,000
50,000
N/A
55,000
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1. Hilary Riva took over as Remuneration Committee Chair on 1 January 2016.
2. Nick Robertson donated all of his base service fee to the ASOS Foundation.
3. Karen Jones resigned on 3 December 2015.
Payments to past Directors
During the year to 31 August 2016, no payments were made to any past Directors.
Directors’ bonuses
For both Nick Beighton and Helen Ashton, the annual bonus plan for 2016 was based 70% on a sliding scale range of PBT targets
(2015: 80%) and 15% on personal objectives (2015: 20%) and 15% on net promoter score (NPS) (2015: 0%).
The PBT targets and the extent of their achievement is summarised in the table below (straight-line interpolation between points in the range).
PBT target for 2016
Percentage of CEO bonus potentially payable subject to personal performance
Percentage of CFO bonus potentially payable subject to personal performance
Target
bonus
Maximum
bonus
£58.0m
£69.0m
90%
60%
150%
100%
Actual PBT for 2016 includes operating losses from discontinued operations but before exceptional items
£60.1m
Personal objectives were set for each Director and assessments were made by the Committee at the end of the year. Both Nick Beighton’s and
Helen Ashton’s objectives included:
n maintaining and driving focus on customer engagement and satisfaction, as evidenced by the Company’s NPS.
A total of 15% of their bonus was based on NPS, with 5% being payable for maintaining the same score as the previous financial year,
and a maximum of 15% being payable for increasing the previous year’s score by two basis points
n a total of 15% of their bonus is based on improving and reshaping the leadership behaviours within the business.
Following careful consideration, the Committee determined that, taking into account the PBT outcome and the achievement of those personal
objectives:
n out of the maximum 150% of base salary, Nick Beighton’s annual bonus was 104% of his annual salary as Chief Executive Officer
n out of the maximum 100% of base salary, Helen Ashton’s annual bonus was 70% of her annual salary as Chief Financial Officer.
53
ANNUAL REPORT AND ACCOUNTS 2016
DIRECTORS’ REMUNERATION REPORT continued
Directors’ interests in share plans (audited)
Share option
scheme
Date of
grant
31 August
2015 (no. of
shares)
Granted
during the year
to 31 August
2016 (no. of
shares)
Lapsed
during the year
to 31 August
2016 (no. of
shares)
Exercised
during the year
to 31 August
2016 (no. of
shares)
Director
Nick Beighton
Helen Ashton
Nick Robertson
SAYE 12/06/13
SAYE 08/05/14
ALTIS1 16/01/15
ALTIS2 30/10/15
SAYE 06/06/16
ALTIS1 30/09/15
ALTIS2 31/10/15
SAYE 08/05/14
304
255
33,923
–
–
–
255
–
–
36,194
620
11,406
22,374
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
31 August
2016 (no. of
shares)
Exercise
price
(pence)
304
255
33,923
36,194
620
11,406
22,374
255
2,955.0
3,519.0
–
–
2,901.0
–
–
3,519
Exercise date/period
01/08/16 – 31/01/17
01/07/17 – 31/12/17
31/10/17 – 15/01/25
31/10/18 – 15/01/26
01/07/19 – 31/12/19
31/10/17 – 15/01/25
31/10/18 – 15/01/26
01/07/17 – 31/12/17
1
The performance conditions applying to the awards granted under the ALTIS to the Company’s Executive Directors for the performance period from
1 September 2014 to 31 August 2017 comprise two independent conditions based on:
(a) compound annual fully diluted EPS growth over the three financial years of the Company (the EPS Condition) ending on or around 31 August 2017
(the 2017 financial year)
(b) a relative TSR-based condition measuring the Company’s TSR performance against that of a comparator group of companies comprising the constituents of
the FTSE All-Share General Retailers Index (the Comparator Group) over a period of three years starting on 1 September 2014 (the TSR Condition).
The EPS Condition applies to 70% of the total number of shares held under that award. The part of an award subject to the EPS Condition shall only vest if
compound annual fully diluted EPS growth over the three years to the 2017 financial year is at least equal to 10%; thereafter, the part of such awards subject to
the EPS Condition shall vest in accordance with the table below.
Compound annual EPS growth
Percentage of award subject to the EPS Condition that vests
Below 10%
10%
Between 10% and 20%
20% or more
0%
25%
Between 25% and 100%
100%
The TSR Condition applies to 30% of the total number of shares held under such awards. For the purposes of the TSR Condition, the Committee will compare the TSR of
the Company over the performance period against the TSR performance of each member of the Comparator Group over the same period, calculated by reference to a
three-month averaging period prior to the start and to the end of the performance period. If, at the end of the performance period, the Company is notionally ranked at
least median against the members of the Comparator Group, the part of such awards subject to the TSR Condition shall vest in accordance with the table below.
Rank of the Company
Percentage of award subject to the TSR Condition that vests
Below median
Median
Between median and upper quartile
Upper quartile or above
0%
25%
Pro rata between 25% and 100% based on rankings plus interpolation between intermediate rankings
100%
2
The performance conditions applying to the awards granted under the ALTIS to the Company’s Executive Directors for the performance period from
1 September 2015 to 31 August 2018 comprise two independent conditions based on:
(a) compound annual fully diluted EPS growth over the three financial years of the Company (the EPS Condition) ending on or around 31 August 2018 (the
2018 financial year)
(b) a relative TSR-based condition measuring the Company’s TSR performance against that of a comparator group of companies comprising the constituents of
the FTSE All-Share General Retailers Index (the Comparator Group) over a period of three years starting on 1 September 2015 (the TSR Condition).
The EPS Condition applies to 70% of the total number of shares held under that award. The TSR Condition applies to 30% of the total number of shares held
under such awards. Both conditions vest on the same basis as set out in footnote 1 above.
Share price during the financial year to 31 August 2016
The market price of ordinary shares at 31 August 2016 was £45.30 (31 August 2015: £29.94) and the range during the year to
31 August 2016 was from £24.73 to £48.32 (year to 31 August 2015: £17.84 to £41.94).
Directors’ shareholdings
The Directors who held office at 31 August 2016 had the following interests, including family interests, in the shares of the Company.
Beneficially owned as at
31 August 2016 (no. of shares)
Beneficially owned as at
31 August 2015 (no. of shares)
Outstanding share options
(SAYE/ALTIS) (no. of shares)
Shareholding
guideline met
13,302
149,944
–
–
–
227
5,496,414
13,302
149,944
–
–
–
227
7,000,000
–
70,676
34,400
–
–
–
255
N/A
Yes
No
N/A
N/A
N/A
N/A
Director
Brian McBride
Nick Beighton
Helen Ashton
Rita Clifton
Ian Dyson
Hilary Riva
Nick Robertson
54
ASOS PLC
ASOS Plc vs FTSE AIM 100 and FTSE All-Share General Retail Indices – total shareholder return index
1,000
)
£
d
e
s
a
b
e
R
(
900
800
700
600
500
400
300
200
100
31 March 2010
31 March 2011
31 March 2012
31 August 2012
30 August 2013
29 August 2014
31 August 2015
31 August 2016
ASOS Plc
FTSE AIM 100 Index
FTSE All-Share General Retail Index
This graph shows the value, by 31 August 2016, of £100 invested in ASOS Plc on 31 March 2010 compared with that of £100 invested in the
FTSE AIM 100 and the FTSE All-Share General Retail Indices. The other points plotted are the values at the intervening financial year ends, including
the five-month period to 31 August 2012. Source: Thompson Reuters
Chief Executive Officer’s remuneration over the past seven years
Salary (£)
Other taxable benefits (£)
Pension (£)
Annual bonus (£)
Long-term incentive (£)1
Total remuneration (£)
Annual bonus %
Long-term incentive %
Year to
31 March 2010
Year to
31 March 2011
Year to
31 March 2012
Year to
31 August 2013
Year to
31 August 2014
Year to
31 August 2015
Year to
31 August 20162
340,000
1,596
–
–
1,742,914
2,084,510
–
100%
340,000
1,706
–
–
350,200
3,320
–
210,120
1,399,115 54,646,748
1,740,821 55,210,388
60%
100%
–
100%
500,000
3,843
–
300,000
–
803,843
60%
–
333,333
3,860
–
–
–
337,193
–
–
77,420
3,860
–
–
–
81,280
–
–
550,000
4,623
71,115
573,782
1,199,520
120%
100%
1 Gains made under long-term incentive plans are recognised above in the final year of the performance period to which they relate. The gain in the year to 31 March 2012 is the sum of two
tranches of the Management Incentive Plan, which covered the performance period from 1 April 2009 to 31 March 2012.
2 During the year to 31 August 2016, the Chief Executive Officer changed from Nick Robertson to Nick Beighton. During the year to 31 August 2015, Nick Robertson opted to waive receipt
of £442,580 of his base salary, and any entitlement to bonus.
Note that the data above is for 12-month periods only and excludes the five-month period to 31 August 2012 to give a consistent view of the Chief Executive Officer’s annual remuneration.
G
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Percentage change in Chief Executive Officer’s remuneration
The table below shows the percentage change in the Chief Executive Officer’s salary, benefits and annual bonus between the financial years
ended 31 August 2016 and 31 August 2015, compared with all employees of the Group.
Chief Executive Officer1
All employees
1 The numbers shown are the change year on year for the Chief Executive Officer, Nick Robertson in 2015
and Nick Beighton in 2016. As noted above, Nick Robertson waived his entitlement to a bonus.
Relative importance of spend on pay
Salary change
Benefits change
Bonus change
10%
(0.2%)
19%
(1.7%)
100%
(5.5%)
The following table shows the Company’s actual spend on pay (for all employees) relative to dividends and retained profit.
Staff costs (£m)
Dividends (£m)
Profit before tax from continuous operations before exceptional items (£m)
2016
108.1
–
63.7
2015
87.7
–
46.4
Change
23%
–
37%
APPROVAL
By order of the Board
Hilary Riva
Chair of the Remuneration Committee
17 October 2016
55
ANNUAL REPORT AND ACCOUNTS 2016
DIRECTORS’ REPORT
Much of the information previously provided as
part of the Directors’ Report is now required,
under company law, to be presented as part
of the Strategic Report. This Directors’ Report
includes the information required to be included
under the Companies Act or, where provided
elsewhere, an appropriate cross-reference
is given. The Corporate Governance Report
approved by the Board is provided on pages
40 to 43 and incorporated by reference herein.
SUBSIDIARIES
The Company has 21 subsidiaries, a complete list is provided at
Note 8 of the Parent Company Financial Statements on page 97.
DIVIDENDS
As last year, the Directors do not recommend the payment of a dividend
(2015: £nil).
STRATEGIC REPORT
This is set out on the pages 2 to 36 of the Annual Report and includes
an indication of likely future developments.
SIGNIFICANT EVENTS SINCE THE END OF THE
FINANCIAL YEAR
On 2 September 2016, the Company announced that it had entered
into agreements with Assos and Anson’s to pay £20.2m in full and
final settlement of certain intellectual property claims, and this has been
treated as an exceptional item. See Note 4 to the financial statements
on page 71.
RISK MANAGEMENT AND PRINCIPAL RISKS
A description of risk management and the principal risks facing the
business is on pages 20 and 24.
DIRECTORS
The Directors as at the date of this Report, together with short
biographical details, are set out on pages 38 and 39.
The interests of the Directors and their immediate families in the share
capital of the Company, along with details of Directors’ share options
and awards, are contained in the Directors’ Remuneration Report on
pages 47 to 55. At no time during the year did any of the Directors
have a material interest in any significant contract with the Company
or any of its subsidiaries.
The Company maintains directors’ and officers’ liability insurance
which gives appropriate cover for any legal action brought against
its Directors. The Company has also provided an indemnity for its
Directors, which is a qualifying third-party indemnity provision, for
the purposes of section 234 of the Companies Act 2006. This was
in place throughout the year and up to the date of approval of the
financial statements.
56
ARTICLES OF ASSOCIATION
The Company’s Articles of Association may only be amended by
special resolution and are available on the Company’s website
at www.asosplc.com/shareholder information – under corporate
governance.
SHARE CAPITAL
The authorised and issued share capital of the Company, together with
the details of shares issued during the year to 31 August 2016, are
shown in Note 16 to the financial statements on page 80. The issued
share capital of the Company at 31 August 2016 was 83,429,874
ordinary shares of 3.5p.
EMPLOYEE BENEFIT TRUST
ASOS uses an employee benefit trust to facilitate the acquisition of
ordinary shares in the Company for the purpose of satisfying awards
and options granted under the Company’s share schemes, in particular
the SAYE Scheme and the SIP. During the financial year, the Company
used both the ASOS.com Limited Employee Benefit Trust (EBT) and
the Capita Trust (CT) to satisfy awards granted under the Company’s
different share schemes.
The EBT is a discretionary trust, the sole beneficiaries being employees
(including Executive Directors) and former employees of the Group
and their close relations, who have received awards under the
SAYE Scheme. The Trustee of the EBT is Capita Trustees Limited, an
independent professional trustee company based in Jersey. Under the
terms of the Trust Deed, the Company funds the EBT to purchase on
the EBT’s own account ordinary shares in the Company on the open
market in return for the EBT agreeing to use the ordinary shares in the
Company that it holds to satisfy certain outstanding awards and options
made under the Company’s share schemes.
The CT holds shares awarded under the SIP solely for the benefit of
current employees (including Executive Directors) who participate in it.
Under the terms of the Trust Deed, the Company funds the CT to buy
the shares on the open market and retain those shares on behalf of the
underlying beneficiaries until such time as they are given to
the employee.
The EBT and CT are both recognised within the EBT reserve for
accounting purposes. As at 31 August 2016, the EBT and CT
(combined) held 395,185 shares in ASOS Plc (2015: 421,561 shares)
to the value of £2.7m (2015: £3.6m). The Group’s accounting policies
are detailed within Note 25 to the financial statements and movements
are detailed in the Consolidated Statement of Changes in Equity on
page 66.
SUBSTANTIAL SHAREHOLDER
As at 1 October 2016, the Company was aware of the following
interests in 3% or more of the Company’s ordinary share capital:
Holder
Percentage
as at date of
notification
Number
Aktieselskabet af 5.5.2010
23,025,522
27.60
The Capital Group Companies, Inc.
7,714,375
Baillie Gifford & Co
Nick Robertson
Sands Capital Management LLC
7,258,672
5,496,414
5,287,947
Tybourne Capital Management (HK) Ltd
3,578,090
9.24
8.70
6.59
6.34
4.29
ASOS PLC
DIRECTORS’ INTERESTS
The interests of the Directors in the share capital of ASOS Plc as at
31 August 2016 are set out on page 54.
GOING CONCERN
The Group’s business activities, financial position and cash flows,
together with the factors that are likely to affect its future performance
and position, are set out in the Strategic Report on pages 2 to 24. In
addition, details of the Group’s objectives and policies on financial
risk management are set out in Note 19 to the financial statements on
pages 81 and 82.
The Group continues to have a strong financial position including cash
and cash equivalents of £173.3m at 31 August 2016 and an undrawn
£20m revolving credit facility, including an ancillary £10m guaranteed
overdraft facility, available until October 2018. The Directors have
reviewed current performance and cash flow forecasts, and are
satisfied that the Group’s forecasts and projections, taking account
of potential changes in trading performance, show that the Group
will be able to operate within the level of its current facilities for the
foreseeable future and at a minimum for twelve months from the date
of signing the Group financial statements. The Directors have therefore
continued to adopt the going concern basis in preparing the Group’s
financial statements.
VIABILITY STATEMENT
STATEMENT ON DISCLOSURE OF INFORMATION
TO AUDITORS
The Directors confirm that, so far as each is aware, there is no relevant
audit information of which the Group’s auditors are unaware, and each
of the Directors has taken all the steps he or she should have taken
as a Director to make himself or herself aware of any relevant audit
information and to establish that the Group’s auditors are aware
of that information.
POLITICAL DONATIONS
No political donations have been made during this financial year.
ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be held at 12.00pm
on 1 December 2016 at the Company’s offices at Greater London
House, Hampstead Road, London NW1 7FB. The Notice of Meeting
will be available to view on the Company’s corporate website,
www.asosplc.com, sufficiently in advance of that meeting.
By order of the Board
The Directors have assessed the Group’s prospects and viability over a
three-year period to 31 August 2019. This three-year assessment period
was selected as it corresponds with the Board’s strategic planning
horizon as well as the time period over which senior management are
remunerated via long-term incentive plans.
Andrew Magowan
Company Secretary
17 October 2016
In making this assessment, the Directors took account of the Group’s
current financial position, annual budget, three-year plan forecasts and
sensitivity testing. The Board also considered a number of other factors,
including the Group business model (page 4), its strategy (pages 4 to 5),
risks and uncertainties (pages 20 to 24) and internal control effectiveness
(page 45), and while the principal risks and uncertainties could impact
future performance, none of them is considered likely, individually or
collectively, to affect the viability of the business during the three-year
assessment period. The Group is operationally strong with a robust
balance sheet and cash position, and has a track record of delivering
profitable and sustainable growth, which is expected to continue.
Based on this assessment, the Directors have a reasonable expectation
that the Group will continue in operation and meet all its liabilities as
they fall during the period up to 31 August 2019.
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57
ANNUAL REPORT AND ACCOUNTS 2016
STATEMENT OF DIRECTORS’ RESPONSIBILITY
The Directors are responsible for
preparing the Annual Report, the
Directors’ Remuneration Report 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 have prepared
the Group and Parent Company financial statements in accordance
with International Financial Reporting Standards (IFRS) as adopted
by the European Union (EU). Under company law, the Directors must
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 the Group and 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 are also responsible
for safeguarding the assets of the Company and the Group 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, www.asosplc.com. Legislation in the UK governing
the preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
not approve the financial statements unless they are satisfied that they
The Directors consider that the Annual Report and Accounts, taken
give a true and fair view of the state of affairs of the Group and the
as a whole, is fair, balanced and understandable and provides the
Company and of the profit or loss of the Group for that period. In
information necessary for shareholders to assess the Company’s
preparing these financial statements, the Directors are required to:
n select suitable accounting policies and then apply them consistently
n make judgements and accounting estimates that are reasonable
and prudent
n state whether applicable IFRS as adopted by the EU have been
followed, subject to any material departures disclosed and
explained in the financial statements
n prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
performance, business model and strategy.
Each of the Directors, whose names, functions and short biographies
are set out on pages 38 and 39, confirms that, to the best of his
or her knowledge:
n the Group financial statements, which have been prepared in
accordance with IFRS as adopted by the EU, give a true and
fair view of the assets, liabilities, financial position and profit
of the Group
n the Strategic Report on pages 2 to 36 includes a fair review of the
development and performance of the business and the position of
the Group, together with a description of the principal risks and
uncertainties that it faces.
By order of the Board
Andrew Magowan
Company Secretary
17 October 2016
58
ASOS PLC
60 Independent Auditors’
Report to the Members
of ASOS Plc
65 Consolidated Statement
of Total Comprehensive
Income
66 Consolidated Statement
of Changes in Equity
67 Consolidated Statement
of Financial Position
68 Consolidated Statement
of Cash Flows
69 Notes to the Financial
Statements
89 Independent Auditors’
Report to the Members
of ASOS Plc
91 Company Statement
of Changes in Equity
92 Company Statement
of Financial Position
93 Company Statement
of Cash Flows
94 Notes to the Company
Financial Statements
98 Five-Year Financial
Summary (unaudited)
100 Company Information
FINANCIAL STATEMENTS
ANNUAL REPORT AND ACCOUNTS 2016
59
ANNUAL REPORT AND ACCOUNTS 2016 INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF ASOS PLC
REPORT ON THE GROUP FINANCIAL STATEMENTS
Our opinion
In our opinion, ASOS Plc’s Group financial statements (the ‘financial
statements’):
n give a true and fair view of the state of the Group’s affairs
as at 31 August 2016 and of its profit and cash flows for the
year then ended
n have been properly prepared in accordance with International
Financial Reporting Standards (‘IFRSs’) as adopted by the
European Union
n have been prepared in accordance with the requirements of the
Companies Act 2006 and Article 4 of the IAS Regulation.
What we have audited
The financial statements, included within the Annual Report, comprise:
n the Consolidated Statement of Financial Position as at
31 August 2016
n the Consolidated Statement of Total Comprehensive Income
for the year then ended
n the Consolidated Statement of Cash Flows for the year then ended
n the Consolidated Statement of Changes in Equity for the year
then ended
n the notes to the financial statements, which include a summary of
significant accounting policies and other explanatory information.
The financial reporting framework that has been applied in the
preparation of the financial statements is IFRSs as adopted by the
European Union, and applicable law.
Our audit approach
Overview
Materiality
n Overall Group materiality:
£3,000,000 which represents
5% of profit before tax before
exceptional items.
Audit scope
n Full scope audit of ASOS.com,
the main Group trading entity.
Areas of
focus
n Risk of fraud in revenue
recognition
n Capitalisation of assets
n Accounting for ASOS Share
Option Schemes
n Tax accounting
n Inventory existence and
valuation
n Loyalty scheme accounting
n Presentation of discontinued
operations.
The scope of our audit and our areas of focus
We conducted our audit in accordance with International Standards on
Auditing (UK and Ireland) (‘ISAs (UK and Ireland)’).
We designed our audit by determining materiality and assessing the
risks of material misstatement in the financial statements. In particular,
we looked at where the Directors made subjective judgements, for
example in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently
uncertain. As in all of our audits we also addressed the risk of
management override of internal controls, including evaluating whether
there was evidence of bias by the Directors that represented a risk of
material misstatement due to fraud.
The risks of material misstatement that had the greatest effect on our
audit, including the allocation of our resources and effort, are identified
as ’areas of focus‘ in the table below. We have also set out how we
tailored our audit to address these specific areas in order to provide an
opinion on the financial statements as a whole, and any comments we
make on the results of our procedures should be read in this context.
This is not a complete list of all risks identified by our audit.
60
ASOS PLC Area of focus
How our audit addressed the area of focus
Risk of fraud in revenue recognition
Refer to page 70 (Note 3), page 86 (Accounting Policies).
We have identified a risk of fraud in relation to the potential
misstatement of revenue for the year.
Due to the nature of ASOS’ core sales, transactions are individually
low in value and are highly automated through the website and
related systems. As a result the risk of manipulation is highest at the
financial statement level, as management may seek to inflate results
through the posting of fictitious sales transactions by way of manual
journals, or by manipulating the provision for sales returns.
While there are no significant sales around the year-end compared
to the remainder of the year, there is judgement involved in
management’s policy of recognising revenue on despatch, rather
than on receipt of the goods by the customer, at which point the
customer assumes the risks and rewards of the goods. There is
therefore a risk that revenue recognised by the Group relating to
goods in transit to customers over the year-end period may overstate
the revenue recognised in the year to 31 August 2016.
Capitalisation of assets
Refer to pages 76 and 77 (Notes 11 and 12), page 88
(Accounting Policies).
During the year the Group has continued to invest heavily in assets
by way of software improvement and warehouse development with
£63.7m of costs capitalised for intangibles and £23.3m for tangible
assets for the year ended 31 August 2016.
Given the significance of the capital expenditure during the
year, there is a risk that both external and internally generated
expenditure relating to these projects was incorrectly capitalised
instead of being written off as an expense.
With respect to the internally generated expenditure capitalised,
there is also a risk that staff costs capitalised in relation to the
website and software-related projects were incorrectly allocated
to capital projects and do not meet the criteria for capitalisation
under IAS 38 ‘Intangible Assets’.
Accounting for ASOS Share Option Schemes
Refer to pages 83 and 84 (Note 20), page 87 (Accounting Policies).
Management have a number of share schemes in place and due
to the complexity of IFRS 2 ‘Share-based Payment’, there is a
heightened risk of error from incorrect accounting treatment in
the current year.
We used computer assisted auditing techniques to identify any revenue
transactions which were not settled by cash or had a corresponding
debtor outstanding at the year-end, which may have indicated that the
transaction is unusual. For material unusual transactions identified, we
understood the business rationale for the transaction and traced the
related amount to supporting documentation, such as invoice and bank
statement, which in all cases corroborated our understanding of the
transaction and its validity.
We discussed the revenue recognition policy with management and
obtained management’s calculation to assess the estimated financial
impact of recognising sales at despatch rather than on receipt. We
determined the profit impact for the year of recognising revenue on
despatch rather than on receipt was not material.
We obtained management’s calculation of the provision for returns
recognised against revenue and performed detailed testing over the
reports detailing the historical trends from which the returns provision
is calculated. We also considered historical accuracy, and compared
the provision to actual returns processed in September 2016. The
methodology used to calculate the provision is consistent with prior
year and we noted no discrepancies from our testing performed.
We tested management’s operational controls in relation to the review
of significant capital expenditure and ‘dead’ projects, which are
designed to ensure that only valid project spend which will generate
future economic inflows to the Group is capitalised, and that all
significant assets capitalised must be approved. We were able to
place reliance on these controls for the purpose of our audit.
In relation to asset additions relating to warehouse development, we
tested a number of items capitalised during the year, focusing on those
items that we considered significant due to their amount or nature,
by tracing them to third-party invoices to check that they had been
appropriately capitalised in line with the criteria of IAS 16 ‘Property,
Plant and Equipment’.
In relation to the capitalisation of internal staff costs relating to software
improvements, we tested a sample of costs by assessing whether the
nature of the project was in line with IAS 38 and agreeing the amounts
allocated to the project to payroll records and timesheets. We also
understood the nature of the project to which the staff costs related,
challenged management on their rationale for capitalisation and
independently assessed whether economic benefits were likely to flow
from the project. Our testing did not identify any costs that had been
inappropriately capitalised.
We obtained the valuations prepared by management’s experts for
the purposes of calculating the IFRS 2 charge and evaluated the
assumptions and methodology used in the valuations, in light of those
which we would use to independently perform a valuation of this kind.
In addition, we independently recalculated the value of awards granted
during the year.
The methodology applied and the assumptions adopted by
management were in line with those expected in the industry.
61
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF ASOS PLC continued
Area of focus
Tax accounting
Refer to pages 73 and 79 (Notes 7 and 15), page 87
(Accounting Policies).
ASOS ships to 240 countries and territories globally and has
bases in 7 countries outside of the UK through their marketing
offices, warehouses and returns centres. Due to this growing
international presence there is increased complexity in accounting
for international tax, both in the realms of VAT and corporation tax.
As a result of this global expansion and the resultant number of
currencies in which the Group trades, management have increased
hedging activity, which exposes them to further tax implications in
respect of their derivative financial instruments.
In addition, as noted above, the number of existing and past share
schemes means there is an increased risk of incorrect accounting
for the related tax entries.
Inventory existence and valuation
Refer to page 87 (Accounting Policies).
The level of retail sales to overseas customers is increasing and
as such the business is increasing its stock holding in overseas
locations to meet this demand, which increases the risk of
existence. ASOS has three warehouses, one in Barnsley, one
in Ohio and one in Berlin, together with additional return hubs,
each managed by third parties.
There are different warehouse management systems in place
at each location which increases the number of interfaces and
reconciliations performed and therefore increases the risk of error.
How our audit addressed the area of focus
We obtained management’s detailed calculation for deferred tax and
corporation tax, and agreed the inputs to the financial statements and
underlying records. Using both our accumulated knowledge of the Group
and cross-border tax legislation, we questioned whether management’s
calculation considered the impact of all likely tax exposures.
We considered whether the company’s presence in each overseas
location represented a tax nexus, and therefore whether tax liabilities
should be recorded based on local tax regulations and the activities
ASOS performs in each territory.
We recalculated the year-end EU VAT position based on the sales in
each territory and applicable rates, and tested the inputs into the VAT
returns filed, noting no exceptions.
With regards to hedging activity and the derivative financial
instruments, we tested the deferred tax recognised in relation to these
and agreed that it is appropriate.
With regards to the share schemes, we considered the tax implications
of the scheme and agreed that it is adequately reflected in the financial
statements.
We obtained confirmations from each of the third parties managing the
warehouses confirming stock levels at 31 August 2016 and identified
no exceptions.
We attended five inventory cycle counts throughout the year (three
in Barnsley, one in Ohio and one in Berlin) and re-performed counts
by testing a sample of items from sheet to floor. We have performed
detailed walkthroughs at the two most significant locations being
Barnsley and Berlin.
We agreed the inventory balance at 31 August 2016 to management’s
reconciliation and tested any material reconciling items.
In respect of inventory valuation, we tested a sample of the inputs
to the manual average weighted cost calculation to supplier invoice
and recalculated the cost for a sample of SKUs. We also obtained
management’s inventory provision calculation, tested that the inputs
agreed to the inventory listing and performed a sensitivity analysis over
the provisioning policy to check for any material variances.
None were noted.
Loyalty scheme accounting
Refer to page 69 (Significant accounting judgements and sources
of estimation of uncertainty).
We performed a walkthrough of the monthly process in place to defer
an element of revenue relating to the loyalty scheme.
ASOS introduced the ‘ASOS A-LIST’ a loyalty scheme in
February 2016 which includes both voucher and tiered benefits
points schemes. Accounting for loyalty schemes under IFRIC 13
‘Customer Loyalty Programmes’ and IAS 18 ‘Revenue Recognition’
is complex and relies on a number of estimates which increase
the risk of error. In addition, as the scheme is new during the year
there is limited historical information available to reliably estimate
assumptions required in the calculation of the fair value of the
award or the revenue requiring deferral.
We obtained management’s calculations for the revenue deferral for
underlying vouchers and tiered benefits and performed sensitivity
analysis over the assumptions used including the redemption rate
and expected participation rates.
We performed detailed testing over the data inputs used in
management’s calculations including agreeing loyalty points and
vouchers to underlying sales data.
We found the methodology to be consistent with the requirements of
IFRIC 13 and IAS 18 and the assumptions to be materially reasonable.
62
ASOS PLC Area of focus
How our audit addressed the area of focus
Presentation of discontinued operations
Refer to page 74 (Note 8).
ASOS ceased operations in China in April 2016 and has presented
any costs relating to the closure and the results of the China business
as discontinued operations for the year ended 31 August 2016
along with restated comparatives for the year ended 31 August
2015. There is a risk that not all closure costs are disclosed and that
the operations do not meet the definition of discontinued operations
under the requirements of IFRS 5.
We understood the assumptions applied by management in reporting
China as discontinued operations for the year ended 31 August
2016 and challenged management in relation to these. While there
is judgement involved in determining whether China represents a
separate major line of business, we agree that China was a separate
geographical area of operations and its financial reporting could be
clearly distinguished from the rest of the Group and as such can be
presented as discontinued operations under the requirements of IFRS 5.
We performed analytical procedures over material elements of the
China balance sheet and income statement to support the loss for the
period and did not identify any unusual items or material misstatements.
We obtained a breakdown of costs associated with the closure
of China and performed detailed testing of a sample of these to
supporting documentation to ensure that they directly relate to the
closure and that they should be disclosed as exceptional items.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole,
taking into account the geographic structure of the Group, the accounting processes and controls, and the industry in which the Group operates.
ASOS Plc trades internationally through the ASOS.com website. All trading activity is recorded in the ASOS.com entity with the exception of
transactions in China, which were recorded in a separate entity until April 2016 when trading in China ceased. The central accounting function
and financial reporting procedures are performed by the UK HQ.
Our scoping considerations for the Group audit were based both on financial information and risk. ASOS.com represents the majority of the
trading results for the Group and, as such, is the only reporting unit which we considered required an audit of its complete financial information.
We also performed specific procedures in relation to the ASOS China discontinued operations.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together
with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the
individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Overall Group materiality
£3,000,000 (2015: £2,061,000).
How we determined it
5% of profit before tax before exceptional items.
Rationale for benchmark
applied
We have applied a profit-before-tax based benchmark, a generally accepted auditing practice, in the
absence of indicators that an alternative benchmark would be appropriate. As the legal case settlement
and closure costs related to discontinued operations represent non-recurring events for the Group
and, hence, are not in the ordinary course of business, we have excluded these from our materiality
calculation. These items have been disclosed as exceptional in the Annual Report and separate
materiality has been assigned to these.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £100,000 (2015: £103,000)
as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
63
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF ASOS PLC continued
This report, including the opinions, has been prepared for and only for
the parent company’s members as a body in accordance with Chapter
3 of Part 16 of the Companies Act 2006 and for no other purpose.
We do not, in giving these opinions, accept or assume responsibility for
any other purpose or to any other person to whom this report is shown
or into whose hands it may come save where expressly agreed by our
prior consent in writing.
What an audit of financial statements involves
An audit involves obtaining evidence about the amounts and disclosures
in the financial statements sufficient to give reasonable assurance that
the financial statements are free from material misstatement, whether
caused by fraud or error. This includes an assessment of:
n whether the accounting policies are appropriate to the
Group’s circumstances and have been consistently applied
and adequately disclosed
n the reasonableness of significant accounting estimates made
by the Directors
n the overall presentation of the financial statements.
We primarily focus our work in these areas by assessing the Directors’
judgements against available evidence, forming our own judgements,
and evaluating the disclosures in the financial statements.
We test and examine information, using sampling and other auditing
techniques, to the extent we consider necessary to provide a
reasonable basis for us to draw conclusions. We obtain audit evidence
through testing the effectiveness of controls, substantive procedures or a
combination of both.
In addition, we read all the financial and non-financial information
in the Annual Report to identify material inconsistencies with the
audited financial statements and to identify any information that is
apparently materially incorrect based on, or materially inconsistent
with, the knowledge acquired by us in the course of performing the
audit. If we become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.
OTHER MATTER
We have reported separately on the parent company financial
statements of ASOS Plc for the year ended 31 August 2016 and on the
information in the Directors’ Remuneration Report that is described as
having been audited.
John Minards
Senior Statutory Auditor
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
St Albans
17 October 2016
OTHER REQUIRED REPORTING
Consistency of other information
Companies Act 2006 opinion
In our opinion:
n the information given in the Strategic Report and the Directors’ Report
for the financial year for which the financial statements are prepared
is consistent with the financial statements.
ISAs (UK and Ireland) reporting
Under International Standards on Auditing (UK and Ireland) (‘ISAs
(UK and Ireland)’) we are required to report to you if, in our opinion,
information in the Annual Report is:
n materially inconsistent with the information in the audited financial
statements
n apparently materially incorrect based on, or materially inconsistent
with, our knowledge of the Group acquired in the course of
performing our audit
n otherwise misleading.
We have no exceptions to report arising from this responsibility.
The Directors’ assessment of the prospects of the Group
and of the principal risks that would threaten the solvency
or liquidity of the Group
Under ISAs (UK and Ireland) we are required to report to you if we
have anything material to add or to draw attention to in relation to:
n the disclosures in the Annual Report that describe those risks and
explain how they are being managed or mitigated.
We have nothing material to add or to draw attention to.
Adequacy of information and explanations received
Under the Companies Act 2006 we are required to report to you if, in
our opinion, we have not received all the information and explanations
we require for our audit. We have no exceptions to report arising from
this responsibility.
Directors’ remuneration
Under the Companies Act 2006 we are required to report to you if,
in our opinion, certain disclosures of Directors’ remuneration specified
by law are not made. We have no exceptions to report arising from
this responsibility.
RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS
AND THE AUDIT
Our responsibilities and those of the Directors
As explained more fully in the Directors’ Responsibilities Statement
set out on page 58, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true
and fair view.
Our responsibility is to audit and express an opinion on the financial
statements in accordance with applicable law and ISAs (UK and
Ireland). Those standards require us to comply with the Auditing
Practices Board’s Ethical Standards for Auditors.
64
ASOS PLC CONSOLIDATED STATEMENT OF TOTAL COMPREHENSIVE INCOME
For the year to 31 August 2016
Continuing operations
Revenue
Cost of sales
Gross profit
Distribution expenses
Administrative expenses
Operating profit
Finance income
Profit before tax
Income tax expense
Profit from continuing operations
Discontinued operations
Loss before tax from discontinued operations
Tax on discontinued operations
Loss after tax from discontinued operations
Profit for the year attributable to
owners of the parent company
Net translation movements offset in reserves
Net fair value gains on derivative financial assets
Income tax relating to the items
Other comprehensive (loss)/income
for the year1
Total comprehensive (loss)/income
for the year attributable to owners
of the parent company
4
6
7
8
7
19
7
Year to 31 August 2016
Year to 31 August 2015 (restated)
Before
exceptional
items
£m
Exceptional
items
(Note 4)
£m
After
exceptional
items
£m
Before
exceptional
items
£m
Exceptional
items
(Note 4)
£m
After
exceptional
items
£m
Note
3 1,444.9
– 1,444.9
1,143.0
(722.7)
722.2
(216.0)
(443.2)
63.0
0.7
63.7
(12.3)
51.4
(722.7)
(569.9)
–
–
–
722.2
(216.0)
(20.9)
(464.1)
(20.9)
–
(20.9)
4.2
(16.7)
42.1
0.7
42.8
(8.1)
34.7
573.1
(168.2)
(358.8)
46.1
0.3
46.4
(10.4)
36.0
(3.6)
0.3
(3.3)
(6.5)
(0.5)
(7.0)
(10.1)
(0.2)
(10.3)
(5.2)
1.0
(4.2)
–
–
–
–
6.3
6.3
–
6.3
(1.3)
5.0
–
–
–
1,143.0
(569.9)
573.1
(168.2)
(352.5)
52.4
0.3
52.7
(11.7)
41.0
(5.2)
1.0
(4.2)
48.1
(23.7)
24.4
31.8
5.0
36.8
(1.4)
(82.3)
16.2
(67.5)
–
–
–
–
(1.4)
(82.3)
16.2
(0.1)
4.1
–
(67.5)
4.0
–
–
–
–
(0.1)
4.1
–
4.0
(19.4)
(23.7)
(43.1)
35.8
5.0
40.8
Earnings per share from continuing and discontinued operations attributable to the owners of the parent
during the year:
Basic earnings per share
From continuing operations
From discontinued operations
Total
Diluted earnings per share
From continuing operations
From discontinued operations
Total
9
9
9
9
61.9p
(20.1p)
41.8p
(3.9p)
(8.5p)
(12.4p)
58.0p
(28.6p)
29.4p
43.4p
(5.0p)
38.4p
6.0p
–
49.4p
(5.0p)
6.0p
44.4p
61.8p
(20.1p)
41.7p
(4.0p)
(8.4p)
(12.4p)
43.4p
(5.0p)
6.0p
–
49.4p
(5.0p)
57.8p
(28.5p)
29.3p
38.4p
6.0p
44.4p
1 All items of other comprehensive income may subsequently be reclassified to profit or loss.
65
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year to 31 August 2016
Called
up share
capital
£m
Note
Share
premium
£m
Retained
earnings1
£m
Employee
Benefit
Trust
reserve
£m
Hedging
reserve
£m
Equity
attributable
to owners
of the
parent
£m
Translation
reserve
£m
Non-
controlling
interest
£m
Total
equity
£m
At 1 September 2015
Profit for the year
Other comprehensive loss for the year
Total comprehensive
income/(loss) for the year
Net cash received on exercise of shares
from Employee Benefit Trust
16
Transfer of shares from Employee
Benefit Trust on exercise
Share-based payments charge
Deferred tax
20
15
2.9
6.9 225.1
(3.6)
6.3
(0.3) 237.3
– 237.3
–
–
–
–
–
–
–
– 24.4
–
–
– 24.4
–
–
–
–
–
–
–
–
0.7
(0.3)
0.3
5.0
0.5
–
–
–
–
24.4
–
24.4
(66.3)
(1.2) (67.5)
–
(67.5)
(66.3)
(1.2)
(43.1)
–
(43.1)
–
–
–
–
–
–
–
–
0.7
–
0.7
–
5.0
0.5
–
–
–
–
5.0
0.5
Balance as at 31 August 2016
2.9
6.9 254.7
(2.6) (60.0)
(1.5) 200.4
– 200.4
At 1 September 2014
Profit for the year
Other comprehensive
income/(loss) for the year
Total comprehensive
income/(loss) for the year
Net cash received on exercise of shares
from Employee Benefit Trust
16
Transfer of shares from Employee
Benefit Trust on exercise
Share-based payments charge
Acquisition of non-controlling
interest in Covetique Limited
Deferred tax
Current tax on items taken
directly to equity
20
15
7
2.9
6.9
186.9
(5.3)
–
–
36.8
–
2.2
–
–
36.8
(0.2)
193.4
(0.4) 193.0
–
–
–
–
–
–
–
–
–
–
–
36.8
–
–
–
–
–
–
–
–
–
0.9
(0.8)
0.8
3.5
(0.4)
(1.3)
0.4
–
–
–
–
–
–
36.8
4.0
–
–
–
0.9
–
3.5
4.1
(0.1)
4.0
4.1
(0.1)
40.8
–
40.8
–
–
–
–
–
–
–
0.9
–
3.5
–
–
–
–
(0.4)
0.4
–
(1.3)
–
(1.3)
–
0.4
–
0.4
Balance as at 31 August 2015
2.9
6.9 225.1
(3.6)
6.3
(0.3)
237.3
– 237.3
1 Retained earnings includes the share-based payments reserve.
66
ASOS PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note
31 August 2016
£m
31 August 2015
£m
As at 31 August 2016
Non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Derivative financial assets
Deferred tax asset
Current assets
Inventories
Trade and other receivables
Derivative financial assets
Cash and cash equivalents
Current liabilities
Trade and other payables
Current tax liability
Deferred tax liability
Derivative financial liability
Net current assets
Non-current liabilities
Deferred tax liability
Derivative financial liability
Net assets
Equity attributable to owners of the parent
Called up share capital
Share premium
Employee Benefit Trust reserve
Hedging reserve
Translation reserve
Retained earnings
Total equity
10
11
12
19
15
13
19
18
14
15
19
15
19
16
1.1
112.4
77.2
–
13.3
204.0
257.7
15.0
–
173.3
446.0
(370.7)
(2.9)
–
(55.0)
(428.6)
17.4
–
(21.0)
(21.0)
200.4
2.9
6.9
(2.6)
(60.0)
(1.5)
254.7
200.4
Notes 1 to 25 are an integral part of the financial statements.
The consolidated financial statements of ASOS Plc, registered number 4006623, on pages 65 to 88, were approved
by the Board of Directors and authorised for issue on 17 October 2016 and were signed on its behalf by:
Nick Beighton
Director
Helen Ashton
Director
1.1
75.1
64.4
0.2
–
140.8
193.8
18.0
6.1
119.2
337.1
(232.5)
(3.6)
(1.2)
–
(237.3)
99.8
(3.3)
–
(3.3)
237.3
2.9
6.9
(3.6)
6.3
(0.3)
225.1
237.3
67
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year to 31 August 2016
Note
Year to
31 August 2016
£m
Year to
31 August 2015
(restated)
£m
4
4
4
20
Operating profit from continued operations
Loss before tax from discontinued operations
Operating profit
Adjusted for:
Depreciation of property, plant and equipment
Amortisation of other intangible assets
Loss on disposal of non-current assets from continuing operations
Loss on disposal of non-current assets from discontinued operations
Increase in inventories
Decrease in trade and other receivables
Increase in trade and other payables
Share-based payments charge
Other non-cash items
Income tax paid
Net cash generated from operating activities
Investing activities
Payments to acquire other intangible assets
Payments to acquire property, plant and equipment
Finance income
Net cash used in investing activities
Financing activities
Net cash inflow relating to Employee Benefit Trust
Finance expense
Net cash generated from financing activities
Net increase in cash and cash equivalents
Opening cash and cash equivalents
Effect of exchange rates on cash and cash equivalents
Closing cash and cash equivalents
18
42.1
(10.1)
32.0
10.5
21.2
0.8
4.3
(63.8)
4.2
128.7
4.5
(1.7)
(10.0)
130.7
(55.7)
(23.5)
0.8
(78.4)
0.7
(0.1)
0.6
52.9
119.2
1.2
173.3
52.4
(5.2)
47.2
8.3
14.8
4.9
–
(32.1)
2.3
47.6
2.2
0.8
(2.8)
93.2
(32.5)
(17.9)
0.3
(50.1)
0.9
(0.1)
0.8
43.9
74.3
1.0
119.2
68
ASOS PLC NOTES TO THE FINANCIAL STATEMENTS
For the year to 31 August 2016
1 SIGNIFICANT ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the course of preparing the financial statements, management necessarily makes estimates and judgements that affect the application of policies
and reported amounts. Estimates and judgements are continually reviewed and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the current circumstances. Actual results may differ from the initial estimate
or judgement and any subsequent changes are accounted for with an effect on the financial statements at the time such updated information
becomes available. The Audit Committee considers estimates and judgements made by management, as detailed in the Audit Committee Report
on page 44 to 46.
The estimates and assumptions which have the most significant risk of resulting in a material adjustment to the carrying amount of assets and
liabilities are:
Accounting estimates
Inventory valuation
Inventory is carried at the lower of cost and net realisable value, on a weighted average cost basis, which requires an estimation of products’
future selling prices. A provision is also made to write down any slow-moving or obsolete inventory to net realisable value. The provision is
£4.7m at 31 August 2016 (2015: £5.1m).
Refund accruals
Accruals for sales returns are estimated on the basis of historical returns and are recorded so as to allocate them to the same period in which the
original revenue is recorded. These accruals are reviewed regularly and updated to reflect management’s latest best estimates, although actual
returns could vary from these estimates. See Note 3 on page 70.
Loyalty scheme deferral
An accrual is made to defer the fair value of consideration received on loyalty scheme sales. This revenue is subsequently recognised over
the period that the awards are redeemed. The fair value of loyalty awards is determined with reference to the fair value to the customer
and considers factors such as future redemption rates. Assumptions included in this fair value calculation are reviewed regularly and updated
to reflect management’s latest best estimates, although actual redemption rates could vary from these estimates. At 31 August 2016 £2.7m
(2015: £0.3m) has been provided against future expected redemption of outstanding points and vouchers.
Calculation of share-based payment charges
The charge related to equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date
they are granted, using an appropriate valuation model selected according to the terms and conditions of the grant. Judgement is applied in
determining the most appropriate valuation model and in determining the inputs to the model. Third-party experts are engaged to advise in this
area where necessary. Judgements are also applied in relation to estimations of the number of options which are expected to vest, by reference to
historic leaver rates and expected outcomes under relevant performance conditions. See Note 20 on page 83.
Depreciation of property, plant and equipment and amortisation of other intangible assets
Depreciation and amortisation are provided to write down assets to their residual values over their estimated useful lives. The determination of
these residual values and estimated lives requires the exercise of management judgement. See Notes 11 and 12 on pages 76 and 77.
Impairment of property, plant and equipment and other intangible assets
Property, plant and equipment and other intangible assets are reviewed for impairment if events or changes in circumstances indicate that
the carrying amount may not be recoverable. Where an impairment is required, the recoverable amount is determined based on value-in-use
calculations prepared using management’s assumptions and estimates. See Notes 11 and 12 on pages 76 and 77.
Accounting judgements
Legal contingencies
Where legal proceedings are brought against the Group and material future economic outflow is considered possible but not probable, or cannot
be reliably measured, the Group discloses the nature of the contingent liability in the notes to the financial statements but does not recognise a
liability in respect of the contingency. A liability is recognised only when a future economic outflow is probable and the amount of that outflow
can be reliably measured. Judgement is required in both the probability determination and as to whether the Group’s exposure can be reliably
estimated. See Note 23 on page 85.
2 CHANGES TO ACCOUNTING POLICIES
The accounting policies applied are consistent with those adopted and disclosed in the Group financial statements for the year to 31 August 2015.
Various new accounting standards and amendments were issued during the year, none of which have an impact on the current year. The impact of
new standards which are not yet effective are currently under review by the Group.
Accounting policy references are included in the relevant notes throughout the financial statements and also in Note 25.
69
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS continued
3 SEGMENTAL ANALYSIS
IFRS 8 ‘Operating Segments’ requires operating segments to be determined based on the Group’s internal reporting to the Chief Operating
Decision Maker. The Chief Operating Decision Maker has been determined to be the Executive Board who receive information on the basis
of the Group’s operations in key geographical territories, based on the Group’s management and internal reporting structure.
The Executive Board assesses the performance of each segment based on revenue and gross profit after distribution expenses, which excludes
administrative expenses.
See Note 25 for the Group’s accounting policy on revenue recognition.
UK
£m
603.8
15.3
6.4
–
625.5
–
625.5
(331.0)
294.5
(72.8)
221.7
UK
£m
473.9
11.5
4.4
–
489.8
–
489.8
(260.7)
229.1
(52.8)
176.3
Retail sales
Delivery receipts
Third-party revenues
Internal revenues
Total segment revenues
Eliminations
Total revenues
Cost of sales
Gross profit
Distribution expenses
Segment result
Administrative expenses
Exceptional items
Operating profit from continuing operations
Finance income
Profit before tax from continuing operations
Loss before tax from discontinued operations
Profit before tax
Retail sales
Delivery receipts
Third-party revenues
Internal revenues
Total segment revenues
Eliminations
Total revenues
Cost of sales
Gross profit
Distribution expenses
Segment result
Administrative expenses
Exceptional items
Operating profit from continuing operations
Finance income
Profit before tax from continuing operations
Loss before tax from discontinued operations
Profit before tax
Year to 31 August 2016
US
£m
EU
£m
RoW
£m
Total
£m
179.2
374.9
245.8
1,403.7
5.5
0.1
–
184.8
–
184.8
(72.9)
111.9
(46.8)
65.1
7.3
0.1
–
382.3
–
382.3
(202.5)
179.8
(54.2)
125.6
Year to 31 August 2015 (restated1)
US
£m
119.5
3.7
0.8
–
124.0
–
124.0
(49.3)
74.7
(38.4)
36.3
EU
£m
294.0
5.1
–
0.3
299.4
(0.3)
299.1
(151.8)
147.3
(40.8)
106.5
6.4
0.1
3.0
255.3
(3.0)
252.3
(116.3)
136.0
(42.2)
93.8
RoW1
£m
224.8
5.3
–
3.1
233.2
(3.1)
230.1
(108.1)
122.0
(36.2)
85.8
34.5
6.7
3.0
1,447.9
(3.0)
1,444.9
(722.7)
722.2
(216.0)
506.2
(443.2)
(20.9)
42.1
0.7
42.8
(10.1)
32.7
Total
£m
1,112.2
25.6
5.2
3.4
1,146.4
(3.4)
1,143.0
(569.9)
573.1
(168.2)
404.9
(358.8)
6.3
52.4
0.3
52.7
(5.2)
47.5
1 On 5 May 2016, the Group discontinued its local operations in China which were undertaken by ASOS (Shanghai) Commerce Co. Limited (ASOS.cn). The prior
year RoW segment has been restated to remove the revenues and expenses in relation to the China operations, as disclosed in Note 8.
Due to the nature of its activities, the Group is not reliant on any individual major customers.
No analysis of the assets and liabilities of each operating segment is provided to the Chief Operating Decision Maker in the monthly management
accounts. Therefore no measure of segmental assets or liabilities is disclosed in this Note.
There are no material non-current assets located outside the UK.
70
ASOS PLC
4 OPERATING PROFIT
a) Operating profit from continuing operations
is stated after charging/(crediting):
Depreciation of property, plant and equipment
Amortisation of other intangible assets
Loss on disposal of property, plant and equipment
Loss on disposal of other intangible assets
Cost of inventory recognised as an expense
Adjustment of inventories to net realisable value
Net foreign exchange gains
Operating leases
Exceptional items
b) Auditors’ remuneration:
Audit and audit-related services:
Statutory audit of parent company and consolidated financial statements
Statutory audit of the Company’s subsidiaries pursuant to legislation
Total
Year to
31 August 2016
£m
Year to
31 August 2015
(restated)
£m
10.5
21.2
–
0.8
722.0
(0.3)
5.9
8.8
20.9
0.1
0.2
0.3
8.3
14.8
0.1
4.8
570.6
(0.5)
1.4
8.7
(6.3)
0.1
0.2
0.3
Costs relating to the audit and non-audit services of the parent company are borne by ASOS.com Limited. The policy for the approval of non-audit
fees is set out in the Audit Committee Report on pages 44 to 46.
Exceptional items
– Trademark infringement settlement
– Insurance reimbursements
Total
Year to
31 August 2016
£m
Year to
31 August 2015
£m
20.9
–
20.9
–
(6.3)
(6.3)
Exceptional items in relation to discontinued operations are included in Note 8.
On 2 September 2016, ASOS reached a full and final global settlement of £20.2m for the trademark infringement disputes brought against it by
Assos of Switzerland (a high-performance cycle-wear brand), and Anson’s Herrenhaus (a German menswear retailer) which has been presented,
along with associated legal fees of £0.7m, as an exceptional item in the financial statements.
Exceptional items recognised during the year to 31 August 2015 related to final business interruption reimbursements as a result of a fire in the
Group’s main distribution centre in June 2014.
71
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS continued
5 STAFF COSTS INCLUDING DIRECTORS’ REMUNERATION
The Group’s monthly average number of employees during the year was as follows:
By activity:
Fashion
Operations
Technology
The Group’s employee costs, including Directors, during the year were as follows:
Wages and salaries
Social security costs
Other pension costs
Share-based payment charge (Note 20)
Year to
31 August 2016
Year to
31 August 2015
631
1,400
350
2,381
526
1,089
277
1,892
Year to
31 August 2016
£m
Year to
31 August 2015
£m
97.1
8.4
2.6
4.5
112.6
78.6
6.8
2.3
2.2
89.9
Wages and salaries in the year to 31 August 2015 included a charge of £0.7m related to a waiver of excess loan balances due from participants
in the ASOS Long-Term Incentive Plan, following the modification of this plan in July 2014 (see further details in Note 20). No charge has been
incurred in the year to 31 August 2016.
The Group contributes to the personal pension plans of certain employees under a defined contribution scheme. The costs of these contributions are
charged to the Statement of Total Comprehensive Income on an accruals basis as they become payable under the scheme rules.
The aggregate amount of salaries deemed to relate exclusively to capital projects was £15.6m (2015: £11.6m). This amount has been capitalised
and is not included above.
The aggregate compensation to key management personnel, being the Directors of ASOS Plc (Executive and Non-Executive) plus the members of
the Executive Board of ASOS.com Limited, was as follows:
Short-term employee benefits
Post-employment benefits
Share-based payment charge
Year to
31 August 2016
£m
Year to
31 August 2015
£m
5.3
0.2
0.9
6.4
4.1
0.2
–
4.3
In the year to 31 August 2015, one Director of ASOS Plc exercised share options, but no gain was made as these shares were gifted to the
ASOS Foundation.
The highest paid Director did not exercise any share options during the year (2015: nil); all other components of the highest paid Director’s
remuneration are detailed in the Directors’ Remuneration table on page 53.
Directors’ aggregate emoluments and pension payments are detailed in the Directors’ Remuneration Report on pages 47 to 55, along with
Directors’ interests in issued shares and share options on page 54.
6 FINANCE INCOME
Finance income receivable on cash and cash equivalents is recognised in the Statement of Total Comprehensive Income as it is earned.
Interest receivable on cash and cash equivalents
Year to
31 August 2016
£m
0.7
Year to
31 August 2015
£m
0.3
72
ASOS PLC 7
INCOME TAX EXPENSE
See Note 25 for the Group’s accounting policy on taxation.
Continuing operations
Tax on profit
Adjustment in respect of prior year corporation tax
Total current tax charge
Deferred tax
– Origination and reversal of temporary differences
– Adjustment in respect of prior year
Total deferred tax charge
Tax on profit – continuing operations
Tax on profit – discontinued operations (Note 8)
Tax on profit
Effective tax rate
Year to
31 August 2016
£m
Year to
31 August 2015
£m
8.0
1.2
9.2
0.7
(1.8)
(1.1)
8.1
0.2
8.3
25.2%
The income tax credit related to items included in other comprehensive income is £(16.2)m (2015: debit of £1.2m).
RECONCILIATION OF TAX CHARGE
The tax on the Group’s profit before tax differs from the income tax expense as follows:
Profit before tax
Tax on profit at standard rate of UK corporation
tax of 20.00% (2015: 20.58%)
Effects of:
Expenses not deductible for taxation purposes
Non-taxable income
Rate differences: overseas tax
Rate differences: UK tax
Deferred tax assets not provided
Deferred tax asset written back
Adjustment in respect of prior years
Tax on profit
Year to 31 August 2016
Continuing
operations
£m
Discontinued
operations
£m
42.8
(10.1)
Total
£m
32.7
8.5
(2.0)
6.5
0.2
(0.1)
0.1
(0.1)
–
–
(0.5)
8.1
–
(0.1)
(0.3)
–
1.3
1.2
0.1
0.2
0.2
(0.2)
(0.2)
(0.1)
1.3
1.2
(0.4)
8.3
Year to 31 August 2015
Continuing
operations
£m
Discontinued
operations
£m
52.7
10.8
0.7
(1.3)
–
–
0.3
–
1.2
11.7
(5.2)
(1.0)
–
–
(0.1)
–
–
–
0.1
(1.0)
TAX RECOGNISED IN THE STATEMENT OF TOTAL COMPREHENSIVE INCOME
Deferred tax charge on net translation movements
Deferred tax charge on movement of derivative financial instruments
TAX RECOGNISED IN THE STATEMENT OF CHANGES IN EQUITY
Current tax credit on exercise of share options
Deferred tax charge on movement of derivative financial instruments
Deferred tax charge on movement in tax base of share options
Year to
31 August 2016
£m
0.2
16.0
16.2
Year to
31 August 2015
£m
–
–
–
Year to
31 August 2016
£m
Year to
31 August 2015
£m
–
–
0.5
0.5
Amounts which have been recognised in equity are included in the Consolidated Statement of Changes in Equity on page 66.
9.3
0.1
9.4
1.2
1.1
2.3
11.7
(1.0)
10.7
22.5%
Total
£m
47.5
9.8
0.7
(1.3)
(0.1)
-
0.3
-
1.3
10.7
0.4
(1.2)
(0.1)
(1.1)
73
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS continued
8 DISCONTINUED OPERATIONS
On 5 May 2016, the Group discontinued its local operations in China which were undertaken by ASOS (Shanghai) Commerce Co. Limited
(ASOS.cn). This decision was made in order to serve the Group’s growing China customer base via ASOS.com where they can benefit from
the full ASOS product range in a more efficient, less costly manner.
ASOS.cn was not a discontinued operation or classified as held for sale at 31 August 2015 and the comparative consolidated Statement of
Total Comprehensive Income has been restated to show the discontinued operation separately from continuing operations.
Results of China discontinued operations
Revenue
Expenses
Operating loss before exceptional items
Exceptional items
Loss before tax from discontinued operations
Tax
Loss for the year from discontinued operations
Basic loss per share from discontinued operations
Diluted loss per share from discontinued operations
31 August 2016
£m
31 August 2015
£m
6.3
(9.9)
(3.6)
(6.5)
(10.1)
(0.2)
(10.3)
(12.4p)
(12.4p)
7.8
(13.0)
(5.2)
–
(5.2)
1.0
(4.2)
(5.0p)
(5.0p)
The exceptional items of £6.5m relate to costs incurred as a result of closing down the local business operations in China and includes £4.3m loss
on disposal of non-current assets. All cashflows relating to discontinued operations are shown below.
Cash flows from discontinued operations
Operating cash flows
Investing cash flows
Financing cash flows
Total cash flows
31 August 2016
£m
31 August 2015
£m
(4.0)
(0.3)
–
(4.3)
(5.2)
(0.3)
3.5
2.0
74
ASOS PLC 9 EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit attributable to the owners of the parent company by the weighted average number
of ordinary shares in issue during the year. Own shares held by the Employee Benefit Trust and Capita Trust are eliminated from the weighted
average number of ordinary shares.
Diluted earnings per share is calculated by dividing the profit attributable to the owners of the parent company by the weighted average number
of ordinary shares in issue during the period, adjusted for the effects of potentially dilutive share options.
Weighted average shares in issue for basic earnings per share (no. of shares)
Weighted average effect of dilutive options (no. of shares)
Weighted average shares in issue for diluted earnings per share (no. of shares)
Earnings attributable to owners of the parent company (£m):
From continuing operations before exceptionals (£m)
From exceptionals (£m)
From discontinued operations (£m)
Basic earnings per share:
From continuing operations before exceptionals
From exceptionals
From discontinued operations
Diluted earnings per share:
From continuing operations before exceptionals
From exceptionals
From discontinued operations
10 GOODWILL
See Note 25 for the Group’s accounting policy on goodwill.
Cost
At 1 September 2014, 31 August 2015 and 31 August 2016
Accumulated impairment losses
At 1 September 2014, 31 August 2015 and 31 August 2016
Carrying value
At 31 August 2016
At 31 August 2015
Year to
31 August 2016
82,972,285
224,372
83,196,657
Year to
31 August 2015
82,963,517
70,742
83,034,259
51.4
(16.7)
(10.3)
24.4
61.9p
(20.1p)
(12.4p)
29.4p
61.8p
(20.1p)
(12.4p)
29.3p
36.0
5.0
(4.2)
36.8
43.4p
6.0p
(5.0p)
44.4p
43.4p
6.0p
(5.0p)
44.4p
Total
£m
1.4
(0.3)
1.1
1.1
Goodwill is not amortised, but tested annually for impairment with the recoverable amount being determined from value-in-use calculations.
Goodwill has been allocated for impairment testing purposes to cash-generating units (CGUs), which include the geographical business segments
as described in Note 3. The key assumptions for the value-in-use calculations are the long-term growth rate and the discount rates. Value-in-use
was calculated from cash flow projections for three years using data from the Group’s latest results and financial forecasts approved by the Board.
The budgeted cash flow assumes a growth rate which is higher than the long-term growth rate of the UK economy, based on the Group’s recent
performance and current performance expectations. No reasonably possible change in the assumptions used in the value-in-use calculations could
result in a material impairment of goodwill.
During the prior year, Covetique Limited (then a 30% subsidiary of the Group) ceased to trade and the goodwill recognised on acquisition of
£0.3m was impaired to nil. On 12 June 2015, the Group acquired the remaining 70% of Covetique’s share capital for consideration of £5 in
order to retain its brand name.
The remaining Group goodwill balance relates to the historic acquisition of ASOS.com Limited, a 100% subsidiary of the Group.
75
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS continued
11 OTHER INTANGIBLE ASSETS
See Note 25 for the Group’s accounting policy on intangible assets.
Domain names
£m
Other intangible
assets
£m
Assets under
construction
£m
Cost
At 1 September 2014
Additions
Transfers
Disposals – continuing operations
At 31 August 2015
Additions
Transfers
Disposals – discontinued operations
Disposals – continuing operations
At 31 August 2016
Accumulated amortisation
At 1 September 2014
Charge for the year
Disposals – continuing operations
At 31 August 2015
Charge for the year
Disposals – discontinued operations
At 31 August 2016
Net book amount
At 31 August 2016
At 31 August 2015
0.1
0.1
–
–
0.2
–
–
–
–
61.1
10.2
12.6
(2.3)
81.6
30.4
16.0
(6.4)
–
0.2
121.6
–
–
–
–
–
–
–
0.2
0.2
22.6
14.8
(1.8)
35.6
21.3
(2.4)
54.5
67.1
46.0
Total
£m
85.2
32.1
–
(6.6)
110.7
63.7
–
(6.7)
(0.8)
166.9
22.6
14.8
(1.8)
35.6
21.3
(2.4)
54.5
24.0
21.8
(12.6)
(4.3)
28.9
33.3
(16.0)
(0.3)
(0.8)
45.1
–
–
–
–
–
–
–
45.1
28.9
112.4
75.1
All domain names have been determined to have an indefinite useful life as they relate to ongoing use of the ASOS brand, and are assessed for
impairment annually based on their value-in-use. Domain names have been allocated for impairment testing based on the territory to which they
relate. No impairment charge in respect of domain names has been recognised during the year (2015: £nil).
Other intangible assets and assets under construction as at 31 August 2016 relate to internal and external costs incurred for the development of
software (essentially management information system software) for internal use. The majority of assets under construction are expected to go live
by March 2017.
During the comparative year to 31 August 2015, other intangible assets of £4.8m were written off following a review by management of assets no
longer generating economic benefits for the Group. The impairment charge has been included within administrative costs in the Statement of Total
Comprehensive Income.
76
ASOS PLC 12 PROPERTY, PLANT AND EQUIPMENT
See Note 25 for the Group’s accounting policy on property, plant and equipment.
Fixtures, fittings,
plant and machinery
£m
Computer
equipment
£m
Assets under
construction
£m
Cost
At 1 September 2014
Additions
Transfers
Disposals
At 31 August 2015
Additions
Transfers
Disposals
At 31 August 2016
Accumulated depreciation
At 1 September 2014
Charge for the year
Disposals
At 31 August 2015
Charge for the year
Disposals
At 31 August 2016
Net book amount
At 31 August 2016
At 31 August 2015
36.6
10.7
26.1
(0.3)
73.1
9.0
4.4
(0.1)
11.9
1.9
–
(0.9)
12.9
2.5
0.1
–
86.4
15.5
10.9
6.5
(0.3)
17.1
8.3
(0.1)
25.3
61.1
56.0
8.4
1.8
(0.8)
9.4
2.2
–
11.6
3.9
3.5
26.2
4.8
(26.1)
–
4.9
11.8
(4.5)
–
12.2
–
–
–
–
–
–
–
12.2
4.9
Assets under construction as at 31 August 2016 comprise mainly of costs incurred in building the new Eurohub 2 warehouse in Germany.
Total
£m
74.7
17.4
–
(1.2)
90.9
23.3
–
(0.1)
114.1
19.3
8.3
(1.1)
26.5
10.5
(0.1)
36.9
77.2
64.4
77
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS continued
13 TRADE AND OTHER RECEIVABLES
Trade and other receivables are non-interest bearing and are initially recognised at fair value. Subsequently, they are measured at amortised cost
using the effective interest rate method less provision for impairment. A provision for impairment of trade receivables is established when there is
objective evidence that amounts will not be recovered. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy
or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable
is impaired. Any provision made against an impaired receivable is recognised within revenue in the Statement of Total Comprehensive Income.
Trade receivables
Provision for doubtful debts
Trade receivables net of provision for doubtful debts
Prepayments
Other receivables
31 August 2016
£m
31 August 2015
£m
4.8
–
4.8
9.3
0.9
15.0
9.1
(0.4)
8.7
8.1
1.2
18.0
All other receivables are non-interest bearing. The other receivables balance includes £nil UK and overseas VAT receivables (2015: £0.5m).
The fair value of trade and other receivables is not materially different from their carrying value.
Trade and other receivables fall into the ‘loans and receivables’ category of the Group’s financial assets.
At 31 August 2016, trade receivables with a gross value of £nil (2015: £1.0m) were individually determined to be impaired and the provision
for impairment of these trade receivables was £nil (2015: £0.4m). The other amounts within trade and other receivables do not contain impaired
assets, as they are deemed fully recoverable.
Movements in the provision for impairment of trade receivables are as follows:
At start of year
Released during the year
At end of year
Year to
31 August 2016
£m
(0.4)
0.4
–
Year to
31 August 2015
£m
(0.3)
(0.1)
(0.4)
As at 31 August 2016, trade receivables of £nil (2015: £nil) were past due but not impaired.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivables mentioned above.
The Group does not hold any collateral as security.
78
ASOS PLC 14 TRADE AND OTHER PAYABLES
Trade and other payables are non-interest bearing and are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest rate method.
Trade payables
Taxation and social security
Accruals
Other payables
31 August 2016
£m
31 August 2015
£m
56.1
5.8
248.1
60.7
370.7
58.3
4.0
108.3
61.9
232.5
The fair value of trade, other payables and accruals is not materially different from their carrying value. Included in other payables are UK VAT
payables of £0.5m (2015: £0.9m).
15 DEFERRED TAX (LIABILITY)/ASSET
At 1 September 2014
(Charge)/credit to the Statement of Total Comprehensive Income
Charge to equity
At 31 August 2015
Credit/(charge) to the Statement of Total Comprehensive Income
Impact of discontinued operations
Credit to equity
At 31 August 2016
Accelerated
capital
allowances
£m
Share-based
payments
£m
Derivatives
£m
(2.5)
(2.4)
–
(4.9)
3.0
0.2
–
(1.7)
0.2
0.1
(0.1)
0.2
1.0
–
0.5
1.7
–
–
(1.2)
(1.2)
16.0
–
–
14.8
Other
£m
0.9
0.6
–
1.5
(1.8)
(1.2)
–
(1.5)
Total
£m
(1.4)
(1.7)
(1.3)
(4.4)
18.2
(1.0)
0.5
13.3
The deferred tax assets and liabilities have been offset as they are due to reverse in the same jurisdiction.
The Company has losses of £0.2m (2015: £0.2m) which are available for offset against future taxable profits. These were not recognised at
the year end. The Group has other losses which are available to be carried forward against future taxable profits of £14.5m (2015: £9.4m). A
deferred tax asset of approximately £3.5m (2015: £1.1m) relating to a portion of these losses has not been reflected in the financial statements
since it is not anticipated that they will reverse in the foreseeable future. Of this unrecognised deferred tax asset, £0.3m (2015: £0.4m) relates to
the UK and £3.2m (2015: £0.7m) relates to China.
The deferred tax asset on share-based payments is created by the temporary difference between the carrying value of outstanding share-based
payment options on the Statement of Financial Position and the tax base of these options, being the estimated future tax deduction expected to
crystallise on exercise of the option. The tax base is calculated by reference to the Company’s share price at the reporting date and the number of
share options outstanding, which has increased during the year to 31 August 2016.
It is estimated that deferred tax assets of £13.3m (2015: £nil) will be recovered within one year. It is estimated that deferred tax liabilities of £nil
(2015: £1.2m) will be payable within one year.
During the year to 31 August 2016, the substantively enacted corporation tax rates changed to 19% with effect from 1 April 2017 and to 18%
with effect from 1 April 2020. The change in the rate in the year reduced the deferred tax asset by £0.4m. The corporation tax rate with effect
from 1 April 2020 has subsequently been reduced to 17%. It is not considered that this has a material effect.
79
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS continued
16 CALLED UP SHARE CAPITAL
Authorised:
100,000,000 (2015: 100,000,000) ordinary shares of 3.5p each
Allotted, issued and fully paid:
83,429,874 (2015: 83,429,874) ordinary shares of 3.5p each
Ordinary shares are classified as equity.
31 August 2016
£m
31 August 2015
£m
3.5
2.9
3.5
2.9
During the year, nil (2015: nil) ordinary shares of 3.5p each were issued as a result of exercise of employee share options. Total consideration
received in respect of exercise of employee share options was £nil (2015: £nil). No shares were issued to the Chairman (2015: 4,434 for zero
consideration), as part of his remuneration package.
Employee Benefit Trust
The provision of shares to satisfy certain of the Group’s share incentive plans is facilitated by purchases of own shares by the Group’s Employee
Benefit Trust and Capita Trust (the Trusts). Shares held by the Trusts are valued at the weighted average historical cost of the shares acquired and the
carrying value is shown as a reduction within shareholders’ equity. The costs of operating the Trusts are borne by the Group but are not material.
During the year to 31 August 2016, 26,374 shares (2015: 84,699) were transferred from the Trusts to employees in settlement of share options
and awards in exchange for cash consideration of £0.7m (2015: £1.0m), and nil shares (2015: nil) were purchased by the Trusts to satisfy future
options and awards, at a cost of £nil (2015: £nil). The Trusts have waived the right to receive dividends on these shares.
At 31 August 2016, the carrying value of the 395,185 shares held by the Trusts (2015: 421,561 shares) was £2.7m (2015: £3.6m).
17 NON-CONTROLLING INTERESTS
At start of year
Acquisition of non-controlling interest in Covetique Limited
At end of year
31 August 2016
£m
31 August 2015
£m
–
–
–
(0.4)
0.4
–
During the comparative year to 31 August 2015, the Group acquired the remaining 70% of share capital in Covetique Limited for a consideration
of £5, and a non-controlling interest of £0.4m held at that point was recognised directly in equity.
18 CASH AND CASH EQUIVALENTS
Net movement in cash and cash equivalents
Opening cash and cash equivalents
Effect of exchange rates on cash and cash equivalents
Closing cash and cash equivalents
31 August 2016
£m
31 August 2015
£m
52.9
119.2
1.2
173.3
43.9
74.3
1.0
119.2
Cash and cash equivalents comprise funds which the Group can access without restriction within a maximum of three months.
The Group has in place a £20.0m revolving loan credit facility including an ancillary £10.0m guaranteed overdraft facility available until
October 2018, none of which has been drawn down at the year end.
80
ASOS PLC 19 FINANCIAL INSTRUMENTS
Categories of financial instruments
Financial assets
Loans and receivables
Derivative assets used for hedging at fair value
Financial liabilities
Derivative liabilities used for hedging at fair value
Amortised cost
31 August 2016
£m
31 August 2015
£m
179.0
–
76.0
364.9
129.2
6.3
–
228.5
‘Loans and receivables’ includes trade and other receivables and cash and cash equivalents, and excludes prepayments. Included in ‘Financial
liabilities at amortised cost’ are trade payables, accruals and other payables.
Risk management
The Group’s Treasury function seeks to reduce exposures to capital risk, liquidity risk, credit risk, interest rate risk and foreign currency risk, to
ensure liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The Group does not engage in speculative
trading in financial instruments and transacts only in relation to underlying business requirements. The Group’s treasury policies and procedures
are periodically reviewed and approved by the Audit Committee.
Capital risk
The Group’s objectives when managing capital (defined as cash and cash equivalents plus equity attributable to owners of the parent) are to
safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders
through an appropriate balance of debt and equity funding, while maintaining a strong credit rating and sufficient headroom. The Group makes
adjustments to its capital structure in light of changes to economic conditions and the Group’s strategic objectives. At 31 August 2016, the Group
had capital of £373.7m (2015: £356.5m).
Liquidity risk
The Group manages its exposure to liquidity risk by continuously monitoring short- and long-term forecasts and actual cash flows and ensuring it
has the necessary banking and reserve borrowing facilities available to meet the requirements of the business. At 31 August 2016, the Group had
an undrawn revolving loan credit facility of £20.0m which includes an ancillary £10.0m guaranteed overdraft facility and which is available until
October 2018. Borrowings under the revolving loan credit facility bear interest at a rate of 0.6% per annum above LIBOR plus 0.25% if between
33% and 66% utilised, and plus 0.5% if over 66% utilised. Borrowings under the overdraft bear interest at 1.7% above base rate. Commitment
interest of 0.21% per annum is payable on the daily undrawn balance of the total facility. Any surplus cash is placed on deposit to maximise
returns on cash balances.
The Group’s financial liabilities at amortised cost as at 31 August 2016 and 31 August 2015 all mature in less than one year.
Credit risk
Credit risk is the risk that a counterparty may default on its obligation to the Group in relation to lending, hedging, settlement and other financial
activities. The Group’s principal financial assets are trade and other receivables, bank balances, and cash in hand. The Group’s credit risk is
primarily attributable to its trade and other receivables. The amounts included in the Statement of Financial Position are net of allowances for
doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is
evidence of a reduction in the recoverability of cash flows. The Group has a low retail credit risk due to transactions being principally of high
volume, low value and short maturity. The Group’s trade receivables are primarily with large advertising companies with which the Group
has a long-standing relationship, and the risk of default and write-offs due to bad debts is considered to be low. The Group has no significant
concentration of credit risk, as exposure is spread over a large number of counterparties and customers.
The credit risk on liquid funds is considered to be low, as the Board-approved Group Treasury Policy limits the value that can be placed with each
approved counterparty to minimise the risk of loss.
Interest rate risk
The Group is exposed to cash flow interest rate risk on its floating rate bank overdraft and revolving credit facilities to the extent that these are utilised.
During the year, the Group had no drawings under its revolving loan credit facility. The Group may draw down periodically on the revolving
loan credit facility in the future if required, but no drawdown will be long-term in nature and therefore the Group has not entered into interest rate
derivatives to mitigate the interest rate risk.
81
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS continued
19 FINANCIAL INSTRUMENTS continued
Foreign currency risk
The Group operates internationally and is therefore exposed to foreign currency transaction risk, primarily on sales denominated in US dollars,
Euros and Australian dollars. The Group’s presentational currency is pounds sterling, therefore the Group is also exposed to foreign currency
translation risks due to movements in foreign exchange rates on the translation of non-sterling assets and liabilities.
The Group’s policy is to match foreign currency transaction exposures where possible. Where appropriate, the Group uses financial instruments
in the form of forward foreign exchange contracts to hedge future highly probable foreign currency cash flows from sales to customers. The
Group’s policy is to layer hedges over a 24-month period, with 80% coverage for the first 12 months, 60% for 13 to 18 months and finally 40%
from 19 to 24 months, with sales currently hedged in ten currencies. Following the weakening of sterling in recent months, the hedging policy
has been amended to hedge against 100% of the net exposure over the next 12 months. This means that the Group will be less impacted by spot
rate fluctuations as the realities of Brexit begin to unfold. These forward foreign exchange contracts are classified as Level 2 derivative financial
instruments under IFRS 13, ‘Fair Value Measurement’. They have been fair valued at 31 August 2016 with reference to forward exchange rates that
are quoted in an active market, with the resulting value discounted back to present value.
Fair value of derivative financial assets
Current liabilities
Fair value of derivatives
Non-current liabilities
Fair value of derivatives
31 August 2016
£m
31 August 2015
£m
–
(55.0)
(21.0)
(76.0)
6.3
–
–
The Group’s forward foreign exchange contracts were assessed to be highly effective at 31 August 2016, and a net unrealised loss of £76.0m
(2015: net unrealised gain of £6.3m) was recognised in other comprehensive income. Cash flows related to these contracts will occur during the
years to 31 August 2017 and 31 August 2018, and will impact the Statement of Total Comprehensive Income over the same period. During the
year to 31 August 2016, net gains of £6.1m (2015: £2.2m) relating to unmatured forward foreign exchange contracts as at 31 August 2015
were reclassified to the Statement of Total Comprehensive Income and included within revenue.
The hedged highly probable forecast transactions denominated in foreign currency are expected to occur at various dates during the next 24
months. Therefore, the fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged
item is more than 12 months, and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. The
maximum exposure to credit risk at the reporting date is the fair value of the derivative assets in the balance sheet.
Financial instrument sensitivities
Foreign currency sensitivity
The Group’s principal financial instrument foreign currency exposures are to US dollars, Euros, Australian dollars and Chinese yuan. The table
below illustrates the hypothetical sensitivity of the Group’s reported profit before tax and closing equity to a 10% increase and decrease in the
value of each of these currencies relative to pounds sterling at the reporting date, assuming all other variables remain unchanged. The sensitivity
rate of 10% is deemed to represent a reasonably possible change based on historic exchange rate volatility.
The following assumptions were made in calculating the sensitivity analysis:
n all sensitivities affecting the Statement of Total Comprehensive Income also impact equity
n
exchange rate fluctuations on currency derivatives that form part of an effective cash flow hedge relationship affect the fair value reserve in
equity and the fair value of the hedging derivatives, with no impact on the Statement of Total Comprehensive Income
n all hedge relationships are fully effective
n
translation of foreign subsidiaries and operations into the Group’s presentation currency has been excluded from the sensitivity analysis.
Positive figures represent an increase in profit before tax or in equity.
Profit before tax
Sterling strengthens by 10% against:
US dollar
Euro
Australian dollar
Chinese yuan
Sterling weakens by 10% against:
US dollar
Euro
Australian dollar
Chinese yuan
2016
£m
0.3
0.6
(0.4)
–
(0.3)
(0.6)
0.4
–
2015
£m
0.1
0.2
(0.3)
(0.3)
(0.1)
(0.2)
0.3
0.3
Equity
2016
£m
(0.3)
(3.6)
(2.0)
–
0.3
3.6
2.0
–
2015
£m
0.2
0.1
0.2
(0.3)
(0.2)
(0.1)
(0.2)
0.3
The above sensitivities are calculated with reference to a single moment in time and are subject to change due to a number of factors including
fluctuating trade payable and cash balances and changes in the currency mix. As the sensitivities are limited to financial instrument balances as at the
reporting date due to ASOS’s hedging policy, they do not take account of the Group’s revenues and costs of sale, which are sensitive to changes in
exchange rates. In addition, each of the sensitivities is calculated in isolation while, in reality, foreign currencies do not move independently.
Interest rate sensitivity
The Group has determined that at 31 August 2016 and 31 August 2015 there was no significant sensitivity to changes in market interest rates.
82
ASOS PLC 20 SHARE-BASED PAYMENTS
See Note 25 for the Group’s accounting policy on share-based payments.
The Group recognised a charge of £4.5m (2015: £2.2m) related to share-based payments during the year to 31 August 2016, all of which
relates to equity-settled schemes. In addition, £0.5m (2015: £1.3m) was charged directly to equity, representing the recycling of upfront cash paid
by Executive Directors on joining the ALTIP scheme after it failed to meet its performance conditions.
Summary of movements in awards
Save-As-You-
Earn scheme
(no. of shares)
Performance
Share Plan
(no. of shares)
Share Incentive
Plan
(no. of shares)
ASOS
Long-Term
Incentive
Plan
(no. of shares)
ASOS
Long-Term
Incentive
Scheme
(no. of shares)
Total
(no. of shares)
Weighted
average
exercise
price
(pence)
Outstanding at 1 September 2014
298,176
78,067
22,840
568,948
–
968,031
Granted during the year
Lapsed during the year
Exercised during the year
74,937
–
–
–
273,549
348,486
(87,416)
(26,424)
(3,876)
(568,948)
(18,815)
(705,479)
(77,564)
(6,689)
(587)
Outstanding at 31 August 2015
208,133
44,954
18,377
Exercisable at 31 August 2015
641
–
–
Outstanding at 1 September 2015
208,133
44,954
18,377
Granted during the year
Lapsed during the year
Exercised during the year
103,405
–
–
(52,820)
(32,686)
(1,737)
(22,745)
–
(3,629)
Outstanding at 31 August 2016
235,973
12,268
13,011
Exercisable at 31 August 2016
21,934
–
6,744
–
–
–
–
–
–
–
–
–
–
(84,840)
254,734
526,198
–
–
254,734
526,198
313,550
416,955
(87,826)
(175,069)
–
(26,374)
480,458
741,710
–
–
1,332
710
1,079
1,075
1,302
1,177
1,302
719
1,004
2,514
1,001
2,955
The weighted average share price at date of exercise of shares exercised during the year was 4,326p (2015: 3,136p).
The weighted average remaining contractual life of outstanding options at the end of the year was 1.1 years (2015: 2.1 years). The aggregate
fair value of options granted in the year was £9.7m (2015: £7.4m).
Save-As-You-Earn (SAYE) Scheme
Under the terms of the current SAYE Scheme, the Board grants options to purchase ordinary shares in the Company to employees who enter into
an HMRC-approved SAYE Scheme for a term of three years. Options are granted at up to a 20% discount to the market price of the shares on the
day preceding the date of offer and are normally exercisable for a period of six months after completion of the SAYE contract. These option grants
are settled on exercise through a transfer of shares from the Employee Benefit Trust.
Date of grant
06/12/11
12/06/13
08/05/14
04/07/14
08/05/15
06/06/16
1 September 2015
(no. of shares)
Granted during the
year
(no. of shares)
Lapsed during
the year
(no. of shares)
Exercised during
the year
(no. of shares)
31 August 2016
(no. of shares)
Exercise price
(pence)
Exercise period
641
49,595
84,288
2,364
71,245
–
–
–
–
–
–
103,405
–
(641)
–
1,177.0
01/03/15 – 31/08/15
(6,008)
(21,653)
(22,358)
(731)
(21,805)
(1,918)
(397)
–
(54)
–
21,934
61,533
1,633
49,386
2,955.0
01/08/16 – 31/01/17
3,519.0
01/07/17 – 31/12/17
2,462.0
01/08/17 – 31/01/18
3,301.0
01/07/18 – 31/12/18
101,487
2,910.0
01/07/19 – 31/12/19
208,133
103,405
(52,820)
(22,745)
235,973
The fair value of SAYE options granted during the current and prior year was calculated using the Black-Scholes model, assuming the following inputs:
Year to 31 August 2016
£m
Year to 31 August 2015
£m
Share price (pence)
Exercise price (pence)
Expected volatility (%)
Expected life (years)
Risk-free rate (%)
Dividend yield
Weighted average fair value of options (pence)
3,520
2,901
51.3
3.1
0.43
–
1,494
Volatility has been estimated by taking the historical volatility in the Company’s share price over a three-year period.
3,561
3,301
50.8
3.2
0.85
–
1,368
83
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS continued
20 SHARE-BASED PAYMENTS continued
Performance Share Plan (PSP)
Under the terms of the PSP, selected employees may be granted conditional awards to acquire ordinary shares in the Company (in the form of
nil-cost options), which will only vest and become exercisable to the extent that the related earnings per share performance targets are met. No
employee who participates in the ALTIP or ALTIS is entitled to receive grants under the PSP. These grants are settled on exercise through a transfer
of shares from the Employee Benefit Trust.
Date of grant
18/12/12
24/10/13
1 September 2015
(no. of shares)
Granted during
the year
(no. of shares)
Lapsed during
the year
(no. of shares)
Exercised during
the year
(no. of shares)
31 August 2016
(no. of shares)
Exercise price
(pence)
31,532
13,422
44,954
–
–
–
(31,532)
(1,154)
(32,686)
–
–
–
–
12,268
12,268
nil
nil
Exercise period
18/12/15
24/10/16
Share Incentive Plan (SIP)
Under the terms of the SIP, the Board grants free shares to every employee under an HMRC-approved SIP. Awards must be held in trust for a period
of at least three years after grant date and become exercisable at this date. These option grants are settled on exercise through a transfer of shares
from the Capita Trust.
Date of grant
28/12/12
15/11/13
1 September 2015
(no. of shares)
Granted during
the year
(no. of shares)
Lapsed during
the year
(no. of shares)
Exercised during
the year
(no. of shares)
31 August 2016
(no. of shares)
Exercise price
(pence)
Exercise period
10,748
7,629
18,377
–
–
–
(414)
(1,323)
(1,737)
(3,590)
(39)
(3,629)
6,744
6,267
13,011
nil
nil
Post 28/12/2015
Post 15/11/2016
ASOS Long-Term Incentive Scheme (ALTIS)
Under the terms of the ALTIS, certain Executive Directors and members of management may be granted conditional awards, the base value of
which is calculated as a fixed multiple of salary, and will only vest to the extent the related performance targets, as detailed in the Directors’
Remuneration Report on page 54, are met. These options grants are settled on exercise through issue of new ordinary shares by the Company.
Options granted under the ALTIS scheme are shown below.
Date of grant
15/01/15
25/03/15
27/07/15
30/09/15
22/10/15
25/02/16
26/05/16
14/07/16
1 September 2015
(no. of shares)
Granted during
the year
(no. of shares)
Lapsed during
the year
(no. of shares)
Exercised during
the year
(no. of shares)
31 August 2016
(no. of shares)
Exercise price
(pence)
236,036
10,246
8,452
–
–
–
–
–
–
–
11,406
(50,287)
(848)
–
–
278,033
(36,417)
18,053
5,785
273
(274)
–
–
254,734
313,550
(87,826)
–
–
–
–
–
–
–
–
–
185,749
9,398
8,452
11,406
241,616
17,779
5,785
273
480,458
nil
nil
nil
nil
nil
nil
nil
nil
Exercise period
31/10/17
31/10/17
31/10/17
31/10/18
31/10/18
31/10/18
31/10/18
31/10/18
The fair value of options granted during the current and prior year under the ALTIS EPS performance conditions were calculated using the Black-
Scholes model and the fair value of options granted under the ALTIS TSR performance conditions were calculated using the Monte Carlo model.
Both sets of inputs are shown below.
Share price (pence)
Exercise price (pence)
Expected volatility (%)
Expected life (years)
Risk-free rate (%)
Dividend yield
Weighted average fair value of options
for EPS performance condition (pence)
Weighted average fair value of options
for TSR performance condition (pence)1, 2
Grant 1
2,600
Grant 2
3,308
–
52.7
2.1
0.60
–
–
51.6
3.0
0.77
–
2016
Grant 3
2,308
–
53.2
2.7
0.40
–
Grant 4
3,571
Grant 5
4,500
–
54.7
2.4
0.47
–
–
51.1
2.3
0.14
–
Grant 1
2,653
–
51.6
2.8
0.68
–
2015
Grant 2
3,580
–
52.3
2.6
0.51
–
Grant 3
3,655
–
54.2
2.3
0.90
–
2,600
3,308
2,808
3,571
4,500
2,653
3,580
3,655
858
1,092
927
1,178
1,485
1,364
1,840
1,879
1 Inputs to the Monte Carlo model for all five grants from 2016 were as follows: share price of 3,308p, exercise price of nil, expected volatility of 54.0%, expected life
of 3.0 years, risk-free rate of 0.808% and dividend yield of nil.
2 Inputs to the Monte Carlo model for all three grants from 2015 were as follows: share price of 2,653p, exercise price of nil, expected volatility of 54.0%, expected
life of 2.8 years, risk-free rate of 0.60% and dividend yield of nil.
84
ASOS PLC 21 CAPITAL COMMITMENTS
Capital expenditure committed at the reporting date but not yet incurred is as follows:
Fixtures and fittings
Intangible assets
31 August 2016
£m
31 August 2015
£m
7.9
0.4
8.3
4.4
0.3
4.7
22 OPERATING LEASE COMMITMENTS
At the reporting date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which
fall due as follows:
Within one year
Within two to five years
In more than five years
Total
The Group’s operating leases relate to warehousing and office space.
23 CONTINGENT LIABILITIES AND POST BALANCE SHEET EVENTS
31 August 2016
£m
31 August 2015
£m
11.7
48.7
114.8
175.2
8.7
23.3
20.5
52.5
From time to time, the Group is subject to various legal proceedings and claims that arise in the ordinary course of business which, due to the
fast-growing nature of the Group and its ecommerce base, may concern the Group’s brand and trading name or its product designs. All such cases
brought against the Group are robustly defended and a liability is recorded only when it is probable that the case will result in a future economic
outflow which can be reliably measured.
On 2 September 2016, ASOS reached a full and final global settlement of £20.2m for the trademark infringement disputes brought against it by
Assos of Switzerland (a high-performance cycle-wear brand), and Anson’s Herrenhaus (a German menswear retailer) which has been presented,
along with associated legal fees of £0.7m, as an exceptional item in the financial statements. At 31 August 2016, there were no other pending
claims or proceedings against the Group which were expected to have a material adverse effect on its liquidity or operations.
At 31 August 2016, the Group had contingent liabilities of £7.3m (2015: £3.6m) in relation to supplier standby letters of credit, rent deposit
deeds and other bank guarantees. The likelihood of cash outflow in relation to these contingent liabilities is considered to be low.
24 RELATED PARTY TRANSACTIONS
Transactions with key management personnel
The Group recognised a liability of £0.7m during the year to 31 August 2015 representing employee and employer tax liabilities arising from the
Group’s purchase of investments previously made by senior management in the ALTIP share scheme.
There were no material transactions or balances between the Group and its key management personnel or their close family during the year to
31 August 2016 other than remuneration disclosed in Note 5.
Transactions with ASOS.com Limited Employee Benefit Trust and Capita Trust (the Trusts)
During the year, £0.7m (2015: £0.9m) was received by the Trusts on exercise of employee share options.
Transactions with other related parties
During the year, the Group made purchases of inventory totalling £26.7m (2015: £18.2m) from Aktieselskabet af 5.5.2010, a company which
has a significant shareholding in the Group. At 31 August 2016, the amount due to Aktieselskabet af 5.5.2010 was £4.3m (2015: £4.8m).
85
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS continued
25 ACCOUNTING POLICIES
General information
ASOS Plc (the Company) and its subsidiaries (together, the Group) is a global fashion retailer. The Group sells products across the world and has
websites targeting the UK, US, Australia, France, Germany, Spain, Italy and Russia. The Company is a public limited company which is listed on
the Alternative Investment Market (AIM) and is incorporated and domiciled in the UK. The address of its registered office is Greater London House,
Hampstead Road, London NW1 7FB.
Going concern
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group have adequate
resources to continue in operational existence for the foreseeable future. The going concern basis of accounting has therefore been adopted in
preparing the financial statements. Further details are contained in the Directors’ Report on pages 56 to 57.
Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS
Interpretations Committee (IFRS IC) interpretations, as adopted by the European Union (EU), and with those parts of the Companies Act
2006 applicable to companies reporting under IFRS. As at the reporting date these are the standards, subsequent amendments and related
interpretations issued and adopted by the International Accounting Standards Board (IASB) that have been endorsed by the EU.
On 5 May 2016, the Group discontinued its local operations in China which were undertaken by ASOS (Shanghai) Commerce Co. Limited
(ASOS.cn). As a result, the China operation has met the recognition criteria of a discontinued operation under IFRS 5 ‘Non-current assets held for
sale and discontinued operations’ and is therefore presented as such throughout this report. In order to comply with this presentation, the Group
has restated its comparative consolidated income statement and relevant notes, separating continuing and discontinued operations.
a) Accounting convention
The financial statements are drawn up on the historical cost basis of accounting, excluding derivative financial instruments held at fair value.
The financial statements are presented in sterling and all values are rounded to the nearest hundred thousand pounds except where otherwise
indicated.
b) Basis of consolidation
The consolidated Group financial statements include the financial statements of ASOS Plc, all its subsidiaries, and the Employee Benefit Trust and
Capita Trust up to the reporting date. All intercompany transactions and balances between Group companies are eliminated. Unrealised losses are
also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
(i) Subsidiaries
Subsidiary undertakings are all entities over which the Group has control. The Group controls an entity where the Group is exposed to, or has
rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of
the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are deconsolidated from the date on
which control ceases. Subsidiary undertakings acquired during the period are recorded under the acquisition method of accounting. A list of all
the subsidiaries of the Group is included in Note 8 of the parent company financial statements. All apply accounting policies which are consistent
with those of the rest of the Group.
Any non-controlling interest acquired on acquisition of a subsidiary is recognised at the proportionate share of the acquired net assets. Subsequent
to acquisition, the carrying amount of non-controlling interest equals the amount of those interests at initial recognition plus the non-controlling
share of changes in equity since acquisition. Transactions with non-controlling interests that do not result in loss of control are accounted for as
equity transactions. Total comprehensive income is attributed to a non-controlling interest even if this results in the non-controlling interest having a
deficit balance.
(ii) Employee Benefit Trust and Capita Trust
The Employee Benefit Trust and Capita Trust (the Trusts) are considered to be controlled by the Group. The activities of the Trusts are conducted on
behalf of the Group according to its specific business needs in order to obtain benefits from its operation and, on this basis, the assets held by the
Trusts are consolidated into the Group’s financial statements.
Additional accounting policy information
a) Revenue recognition
Revenue consists primarily of internet and advertising sales as well as postage and packaging receipts (delivery receipts).
Retail sales and delivery receipts are recorded net of an appropriate deduction for actual and expected returns, relevant vouchers, sales taxes, and
deferral of the fair value of loyalty incentives which are yet to be redeemed. Retail sales and delivery receipts are recognised upon despatch from
the warehouse at which point title and risk passes to third parties at which point revenue can be reliably measured.
Third-party revenue relates to advertising income earned from the website and the ASOS magazine and is measured at the fair value of the
consideration received or receivable, net of value added tax, and is recognised when the magazine is delivered to customers, at which date the
service is completed.
The amount of revenue arising from the sale of goods and provision of services has been disclosed in Note 3 to the financial statements.
86
ASOS PLC b) Foreign currency translation
The trading results and cash flows of overseas subsidiaries are translated at the average monthly exchange rates during the period. The Statement
of Financial Position of each overseas subsidiary is translated at year-end exchange rates. The resulting exchange differences are recognised in the
translation reserve within equity and are reported in Other Comprehensive Income.
Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the date of the
transaction. Monetary assets and liabilities denominated in foreign currencies are translated into sterling at year-end exchange rates. Exchange
differences on monetary items are recognised in the Statement of Total Comprehensive Income.
c) Derivative financial instruments and hedging activities
The Group holds derivative financial instruments to hedge its foreign currency exposure. These derivatives are designated as cash flow hedges.
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and subsequent changes in the fair value of foreign
currency derivatives which are designated and effective as hedges of future cash flows are recognised in equity in the hedging reserve and in
Other Comprehensive Income, and are reclassified to profit or loss when the hedged item affects profit or loss. Changes in the fair value of foreign
currency derivatives which are ineffective or do not meet the criteria for hedge accounting in accordance with IAS 39 are recognised immediately
in the Statement of Total Comprehensive Income.
The Group documents, at the inception of the transaction, the relationship between hedging instruments and hedged items, as well as its risk
management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge
inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes
in fair values or cash flows of hedged items.
d) Inventories
Inventories are valued at the lower of cost and net realisable value, on a weighted average cost basis. Net realisable value is the estimated selling
price in the ordinary course of business less applicable variable selling expenses. Cost of purchase comprises the purchase price including import
duties and other taxes, transport and handling costs and any other directly attributable costs, less trade discounts.
A provision is made to write down any slow-moving or obsolete inventory to net realisable value.
e) Taxation
The tax expense included in the Statement of Total Comprehensive Income and Statement of Changes in Equity comprises current and deferred tax.
Current tax is the expected tax payable based on the taxable profit for the period, and the tax laws that have been enacted or substantively
enacted by the reporting date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable
tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax
authorities.
Current and deferred tax is charged or credited in the Statement of Total Comprehensive Income, except when it relates to items charged or
credited directly to equity, in which case the current or deferred tax is also recognised directly in equity.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding
tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable
profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the
temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities
in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates and in accordance with
laws that are expected to apply in the period/jurisdiction when/where the liability is settled or the asset is realised.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets against current tax liabilities and
when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different
taxable entities and where there is an intention to settle the balances on a net basis.
f) Share-based payments
The Group issues equity-settled share-based payments to certain employees, whereby employees render services in exchange for shares or rights
over shares of the parent company.
Equity-settled awards are measured at fair value at the date of grant. The fair value is calculated using an appropriate option pricing model and is
expensed to the Statement of Total Comprehensive Income on a straight-line basis over the vesting period after allowing for an estimate of shares
that will eventually vest. The level of vesting is reviewed annually and the charge adjusted to reflect actual and estimated levels of vesting.
Where an equity-settled share-based payment scheme is modified during the vesting period, an additional charge is recognised over the remainder
of that vesting period to the extent that the fair value of the revised scheme at the modification date exceeds the fair value of the original scheme
at the modification date. Where the fair value of the revised scheme does not exceed the fair value of the original scheme, the Group continues to
recognise the charge required under the conditions of the original scheme.
87
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS continued
25 ACCOUNTING POLICIES continued
In accordance with IFRS 2, ASOS.com Limited is required to recognise share-based payment arrangements involving equity instruments where
ASOS.com Limited has remunerated those providing services to the entity in this way. ASOS Plc makes contributions to ASOS.com Limited equal to
the charge for the share-based payment arrangement which is reflected as an increase in ASOS Plc’s investment in ASOS.com Limited.
g) Leases
Rents payable under operating leases, where substantially all the benefits and risks of ownership remain with the lessor, is charged to the
Statement of Total Comprehensive Income on a straight-line basis over the lease term.
h) Business combinations and goodwill arising thereon
The Group applies the acquisition method of accounting to account for business combinations in accordance with IFRS 3, ‘Business Combinations’.
The cost of an acquisition is measured as the aggregate of the fair values, at the date of exchange, of assets given, equity instruments issued and
liabilities incurred or assumed in exchange for control of the acquiree. Identifiable assets acquired and liabilities and contingent liabilities assumed
in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest.
The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the
cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the Statement of
Total Comprehensive Income. Acquisition expenses are recognised in the Statement of Total Comprehensive Income as incurred.
Goodwill represents the excess of the cost of acquisitions over the Group’s interest in the fair value of the identifiable assets and liabilities
(including intangible assets) of the acquired entity at the date of acquisition. Goodwill is recognised as an asset and assessed for impairment at
least annually. Any impairment is recognised immediately in the Statement of Total Comprehensive Income. For the purposes of impairment testing,
goodwill is allocated to those cash-generating units that have benefited from the acquisition. If the recoverable amount of the cash-generating unit
is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of the goodwill allocated to the unit and then to
the other assets of the unit on a pro rata basis. On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of
the profit and loss on disposal.
i) Other intangible assets
The costs of acquiring and developing software that is not integral to the related hardware is capitalised separately as an intangible asset.
This does not include internal website development and maintenance costs which are expensed as incurred unless representing a technological
advance leading to future economic benefit. Capitalised software costs include external direct costs of material and services and the payroll and
payroll-related costs for employees who are directly associated with the project.
Capitalised software development costs are stated at historic cost less accumulated amortisation. Amortisation is calculated on a straight-line basis
over the assets’ expected economic lives, normally between three to five years. Amortisation is included within administrative expenses in the
Statement of Total Comprehensive Income. Software under development is held at cost less any recognised impairment loss.
Acquired domain names and trademarks are recognised initially at cost. Those deemed to have a definite useful life are amortised on a straight-
line basis according to the estimated life of the asset. Those deemed to have an indefinite useful life are tested for impairment annually or as
triggering events occur. Any impairment in value is charged to the Statement of Total Comprehensive Income in the period in which it occurs.
j) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any provision for impairment in value. Cost includes the
original purchase price of the asset and the costs attributable in bringing the asset to its working condition for its intended use. Residual values
and useful lives are assessed at each reporting date.
Depreciation is recognised to write off the cost of items of property, plant and equipment to their estimated residual values, on a straight-line
basis as follows:
Fixtures and fittings
depreciated over five years or over the remaining lease term where applicable
Computer equipment
depreciated over three to five years according to the estimated life of the asset
Depreciation is included in administrative expenses in the Statement of Total Comprehensive Income. Assets under construction are not depreciated.
At each reporting date, property, plant and equipment is reviewed for impairment if events or changes in circumstances indicate that the carrying
amount may not be recoverable. When a review for impairment is conducted, the recoverable amount is assessed by reference to the net present
value of expected future pre-tax cash flows of the relevant cash-generating unit or fair value, less costs to sell if higher. Any impairment in value is
charged to the Statement of Total Comprehensive Income in the period in which it occurs.
88
ASOS PLC INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF ASOS PLC
REPORT ON THE COMPANY FINANCIAL STATEMENTS
Our opinion
In our opinion, ASOS Plc’s parent company financial statements
(the ‘financial statements’):
n give a true and fair view of the state of the parent company’s affairs
as at 31 August 2016 and of its cash flows for the year then ended
n have been properly prepared in accordance with International
Financial Reporting Standards (‘IFRSs’) as adopted by the
European Union
n have been prepared in accordance with the requirements of the
Companies Act 2006.
What we have audited
The financial statements, included within the Annual Report, comprise:
n the company statement of financial position as at 31 August 2016
n the company statement of cash flows for the year then ended
n the company statement of changes in equity for the year then ended
n the notes to the financial statements, which include a summary of
significant accounting policies and other explanatory information.
Certain required disclosures have been presented elsewhere in the
Annual Report, rather than in the notes to the financial statements.
These are cross-referenced from the financial statements and are
identified as audited.
The financial reporting framework that has been applied in the
preparation of the financial statements is IFRSs as adopted by the
European Union, and applicable law, and as applied in accordance
with the provisions of the Companies Act 2006.
OTHER REQUIRED REPORTING
Consistency of other information
Adequacy of accounting records and information and
explanations received
Under the Companies Act 2006 we are required to report to you if, in
our opinion:
n we have not received all the information and explanations we
require for our audit
n adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us
n the financial statements and the part of the Directors’ Remuneration
Report to be audited are not in agreement with the accounting
records and returns.
We have no exceptions to report arising from this responsibility.
Directors’ remuneration
Directors’ Remuneration Report – Companies Act 2006 opinion
In our opinion, the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
Other Companies Act 2006 reporting
Under the Companies Act 2006 we are required to report to you if, in
our opinion, certain disclosures of Directors’ remuneration specified by
law are not made. We have no exceptions to report arising from this
responsibility.
RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS
AND THE AUDIT
Our responsibilities and those of the Directors
Companies Act 2006 opinion
In our opinion, the information given in the Strategic Report and the
Directors’ Report for the financial year for which the financial statements
are prepared is consistent with the financial statements
As explained more fully in the Directors’ Responsibilities Statement
set out on page 58, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true
and fair view.
ISAs (UK and Ireland) reporting
Under International Standards on Auditing (UK and Ireland) (‘ISAs
(UK and Ireland)’) we are required to report to you if, in our opinion,
information in the Annual Report is:
n materially inconsistent with the information in the audited financial
statements
n apparently materially incorrect based on, or materially inconsistent
with, our knowledge of the parent company acquired in the course
of performing our audit
n otherwise misleading.
We have no exceptions to report arising from this responsibility.
Our responsibility is to audit and express an opinion on the financial
statements in accordance with applicable law and ISAs (UK and
Ireland). Those standards require us to comply with the Auditing
Practices Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for
the parent company’s members as a body in accordance with Chapter
3 of Part 16 of the Companies Act 2006 and for no other purpose.
We do not, in giving these opinions, accept or assume responsibility
for any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly agreed
by our prior consent in writing.
89
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF ASOS PLC continued
What an audit of financial statements involves
We conducted our audit in accordance with ISAs (UK and Ireland). An
audit involves obtaining evidence about the amounts and disclosures
in the financial statements sufficient to give reasonable assurance that
the financial statements are free from material misstatement, whether
caused by fraud or error. This includes an assessment of:
n whether the accounting policies are appropriate to the parent
company’s circumstances and have been consistently applied and
adequately disclosed
n the reasonableness of significant accounting estimates made
by the Directors
n the overall presentation of the financial statements.
We primarily focus our work in these areas by assessing the Directors’
judgements against available evidence, forming our own judgements,
and evaluating the disclosures in the financial statements.
We test and examine information, using sampling and other auditing
techniques, to the extent we consider necessary to provide a
reasonable basis for us to draw conclusions. We obtain audit evidence
through testing the effectiveness of controls, substantive procedures or a
combination of both.
In addition, we read all the financial and non-financial information
in the Annual Report to identify material inconsistencies with the
audited financial statements and to identify any information that is
apparently materially incorrect based on, or materially inconsistent
with, the knowledge acquired by us in the course of performing the
audit. If we become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.
OTHER MATTER
We have reported separately on the Group financial statements of
ASOS Plc for the year ended 31 August 2016.
John Minards
Senior Statutory Auditor
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
St Albans
17 October 2016
90
ASOS PLC COMPANY STATEMENT OF CHANGES IN EQUITY
For the year to 31 August 2016
Called up share
capital
£m
Share
premium
£m
Retained
earnings1
£m
At 1 September 2014
Loss for the year and total comprehensive loss
Share-based payment contribution
At 31 August 2015
Loss for the year and total comprehensive loss
Share-based payment contribution
2.9
–
–
2.9
–
–
6.9
–
–
6.9
–
–
At 31 August 2016
2.9
6.9
1 Retained earnings includes the share-based payments reserve.
1.4
(0.4)
2.2
3.2
(0.5)
4.5
7.2
Total
equity
£m
11.2
(0.4)
2.2
13.0
(0.5)
4.5
17.0
91
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 August 2016
Non-current assets
Investments
Current assets
Other receivables
Current liabilities
Other payables
Net current assets
Net assets
Equity
Called up share capital
Share premium
Retained earnings
Total equity
Note
31 August 2016
£m
31 August 2015
£m
8
3
4
6
15.0
2.1
(0.1)
2.0
17.0
2.9
6.9
7.2
17.0
10.5
2.6
(0.1)
2.5
13.0
2.9
6.9
3.2
13.0
Notes 1 to 8 are an integral part of the financial statements.
The financial statements of ASOS Plc, registered number 4006623, on pages 91 to 97, were approved by the Board of Directors
and authorised for issue on 17 October 2016 and were signed on its behalf by:
Nick Beighton
Director
Helen Ashton
Director
92
ASOS PLC
COMPANY STATEMENT OF CASH FLOWS
For the year to 31 August 2016
Operating loss
Adjusted for:
Increase in other receivables
Net cash used in operating activities
Net decrease in cash and cash equivalents
Opening cash and cash equivalents
Closing cash and cash equivalents
Year to
31 August 2016
£m
Year to
31 August 2015
£m
(0.5)
0.5
–
–
–
–
(0.4)
0.4
–
–
–
–
93
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year to 31 August 2016
1 ACCOUNTING POLICIES
Basis of preparation
The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS
Interpretations Committee (IFRS IC) interpretations, as adopted by the European Union, and with those parts of the Companies Act 2006
applicable to companies reporting under IFRS. As at the year end, these are the standards, subsequent amendments and related interpretations
issued and adopted by the International Accounting Standards Board (IASB) that have been endorsed by the European Union.
The financial statements are prepared under the historical cost convention. The accounting policies have been applied consistently in the current
and prior years. The financial statements have been prepared on a going concern basis as explained on page 56 to 57 of the Directors’ Report.
No new accounting standards or amendments issued during the year have had, or are expected to have, any significant impact on the Company.
The financial statements are presented in sterling and all values are rounded to the nearest hundred thousand pounds except where otherwise
indicated.
The Company’s principal accounting policies are the same as those set out in Note 25 of the Group financial statements, with the addition of those
included within the relevant notes below. Unless otherwise stated, these policies have been consistently applied to all the periods presented.
2 LOSS FOR THE YEAR
The Company has not presented its own Statement of Total Comprehensive Income as permitted by section 408 of the Companies Act 2006. The
loss for the year and total comprehensive loss attributable to shareholders was £0.5m (2015: loss of £0.4m).
3 OTHER RECEIVABLES
Other receivables are non-interest bearing and are initially recognised at fair value. Subsequently, they are measured at amortised cost using
the effective interest rate method less provision for impairment. A provision for impairment of receivables due from subsidiary undertakings is
established when there is objective evidence that amounts will not be recovered.
Receivables from subsidiary undertakings
31 August 2016
£m
2.1
31 August 2015
£m
2.6
The fair value of other receivables is not materially different to their carrying value.
As at 31 August 2016, receivables from subsidiary undertakings of £2.1m (2015: £2.6m) were unimpaired and considered by management
to be fully recoverable. Receivables from subsidiary undertakings that are less than three months past due are not considered impaired. As
at 31 August 2016, receivables of £2.4m (2015: £2.8m) were more than three months past due but not impaired. These relate to subsidiary
undertakings for which there is no history of default. The ageing analysis of these receivables is as follows:
Three to six months
More than six months
31 August 2016
£m
31 August 2015
£m
(0.2)
2.6
2.4
(0.2)
3.0
2.8
The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above.
94
ASOS PLC 4 OTHER PAYABLES
Accruals
31 August 2016
£m
0.1
31 August 2015
£m
0.1
All accruals are due within one year. The fair value of accruals is not materially different from their carrying value.
5 FINANCIAL INSTRUMENTS
Financial assets
Loans and receivables
Financial liabilities
Amortised cost
31 August 2016
£m
31 August 2015
£m
2.1
0.1
2.6
0.1
Loans and receivables includes cash and cash equivalents and receivables due from subsidiary undertakings, and excludes prepayments.
Included in financial liabilities at amortised cost are accruals.
6 CALLED UP SHARE CAPITAL
Authorised:
100,000,000 (2015: 100,000,000) ordinary shares of 3.5p each
Allotted, issued and fully paid:
83,429,874 (2015: 83,429,874) ordinary shares of 3.5p each
31 August 2016
£m
31 August 2015
£m
3.5
2.9
3.5
2.9
During the year, nil (2015: nil) ordinary shares of 3.5p each were issued as a result of exercise of employee share options. Total consideration
received in respect of exercise of employee share options was £nil (2015: £nil). No shares were issued to the Chairman (2015: 4,434 shares
for zero consideration), as part of his remuneration package.
95
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS NOTES TO THE COMPANY FINANCIAL STATEMENTS continued
7 RELATED PARTY TRANSACTIONS
During the year, the Company entered into transactions in the ordinary course of business with related parties as follows:
Costs recharged by subsidiary undertakings
31 August 2016
£m
0.5
31 August 2015
£m
0.4
For transactions with Directors and key management of ASOS Plc, see Note 24 to the consolidated financial statements on page 85.
8
INVESTMENTS
Investments in subsidiary companies are stated at cost and are subject to review for impairment if an impairment indicator is identified.
In accordance with IFRS 2, ASOS.com Limited is required to recognise share-based payment arrangements involving equity instruments where
ASOS.com Limited has remunerated those providing services to the entity in this way. ASOS Plc makes contributions to ASOS.com Limited equal to
the charge for the share-based payment arrangement which is reflected as an increase in ASOS Plc’s capital contribution to ASOS.com Limited. For
the year to 31 August 2016, ASOS.com Limited recognised a charge of £4.5m (2015: £2.2m) in respect of share-based payment arrangements.
Accordingly, this is shown as an increase (2015: increase) in the capital contribution balance in the table below.
Cost and net book amount
At 1 September 2014
Additions
At 31 August 2015
Additions
At 31 August 2016
Investment
£m
Capital contribution
£m
1.7
–
1.7
–
1.7
6.5
2.2
8.8
4.5
13.3
Total
£m
8.2
2.2
10.5
4.5
15.0
The Directors believe the carrying value of investments is supported by their underlying net assets.
96
ASOS PLC 8
INVESTMENTS continued
At 31 August 2016, the Company’s subsidiaries were as follows:
Country of
incorporation
Proportion of
ordinary
shares held
Name of company
ASOS Intermediate Holdings Limited
Mornington & Co (No. 1) Limited
Mornington & Co (No. 2) Limited
ASOS.com Limited1
Crooked Tongues Limited
Covetique Limited
ASOS Marketplace Limited
ASOS Global Limited
ASOS US, Inc
ASOS Germany GmbH
ASOS France SAS
ASOS Transaction Services France SAS
ASOS Australia Pty Limited
ASOS Brand Services Limited
ASOS Canada Services Limited
ASOS Transaction Services Limited
ASOS Transaction Services Australia Pty Limited
Australia
ASOS US Sales, LLC
ASOS Projects Limited
ASOS Ventures Limited
US
UK
UK
ASOS (Shanghai) Commerce Co. Limited
China
UK
UK
UK
UK
UK
UK
UK
UK
US
Germany
France
France
Australia
UK
Canada
UK
100%
100%
100%
100%
95%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Nature of business
Holding company
Vehicle for implementation of ALTIP
Vehicle for implementation of ALTIP
Internet retailer
Discontinued internet retailer
Discontinued internet marketplace
Internet marketplace
Holding company
Employer of marketing staff based in the US
Employer of marketing staff based in Germany
Employer of marketing staff based in France
Payment processing company
Employer of marketing staff based in Australia
Holding company
Non-trading company
Holding company
Payment processing company
Payment processing company
Holding company
Holding company
Discontinued internet retailer
1 ASOS.com Limited has a 7.4% interest in Needle and Thread Design Holdings Limited.
ASOS Intermediate Holdings Limited, Mornington & Co (No. 1) Limited and Mornington & Co (No. 2) Limited are direct subsidiaries of the
Company. All others are indirect subsidiaries of ASOS Plc.
All operating subsidiaries’ results are included in the consolidated financial statements, based on percentage of voting rights held. No subsidiaries
have non-controlling interests that are material to the consolidated financial statements of ASOS Plc.
The accounting reference date of all subsidiaries of ASOS Plc is 31 August, except for ASOS (Shanghai) Commerce Co. Limited which has an
accounting reference date of 31 December due to Chinese statutory requirements.
All UK incorporated entities share the same registered office as ASOS Plc and non-UK entities registered offices are detailed below:
ASOS US Inc: 874 Walker Road, Suite C, Dover, Kent DE 19904, United States
ASOS Germany GmbH: Chausseestrasse 1, Berlin 10115, Germany
ASOS France SAS: TMF France SAS, 52 Rue De La Victoire, 75009 Paris, France
ASOS Transaction Services France SAS: TMF France SAS, 52 Rue De La Victoire, 75009 Paris, France
ASOS Australia Pty Limited: Suite 402, 50 Holt Street, Surry Hills, Sydney NSW 2010, Australia
ASOS Canada Services Limited: 1500 Royal Centre, 1055 West Georgia Street, PO Box 11117, Vancouver BC V6E4N7, Canada
ASOS Transaction Service Australia Pty Limited: c/o Company Matters Pty Limited, Level 1 333 Collins Street, Melbourne VIC 3000, Australia
ASOS US Sales LLC: 874 Walker Road, Suite C, Dover, Kent DE 19904, United States
ASOS (Shanghai) Commerce Co. Limited: Room 807-809, 597 Langao Road, Putuo District, Shanghai, China
97
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS FIVE-YEAR FINANCIAL SUMMARY (UNAUDITED)
GROUP STATEMENT OF COMPREHENSIVE INCOME
Revenue
Cost of sales
Gross profit
Distribution costs
Year to
31 March
2012
£m
5 months to
31 August
2012
£m
Year to
31 August
2013
£m
Year to
31 August
2014
(restated)
£m
Year to
31 August
2015
(restated)
£m
Year to
31 August
2016
£m
495.0
238.0
769.4
970.1
1,143.0
1,444.9
(243.0)
(117.9)
(370.8)
(483.2)
(569.9)
(722.7)
252.0
120.1
398.6
486.9
573.1
722.2
(65.8)
(35.9)
(115.2)
(146.9)
(168.2)
(216.0)
Administrative expenses
(144.3)
(70.9)
(229.0)
(287.8)
(358.8)
(443.2)
Operating profit before exceptional items
Exceptional items
Operating profit after exceptional items
Finance income
Finance expense
Profit before tax
Income tax expense
Profit from continuing operations
Discontinued operations
Loss from discontinued operations before tax
Tax from discontinued operations
Loss from discontinued operations after tax
41.8
(10.6)
31.2
–
(0.8)
30.4
(8.1)
22.3
–
–
–
52.2
3.1
55.3
0.3
(0.1)
46.1
6.3
52.4
0.3
–
54.6
55.5
52.7
(13.7)
(11.6)
(11.7)
40.9
43.9
41.0
13.3
54.4
–
13.3
–
(0.1)
13.2
(3.3)
9.9
–
–
–
–
54.4
0.3
(0.1)
–
–
–
Profit for the year attributable to owners of the parent company
22.3
9.9
40.9
Net exchange adjustments offset in reserves
Derivative financial assets
Income tax relating to these items
Other comprehensive income for the period
Profit/(loss) attributable to:
Owners of the parent company
Non-controlling interest
Total comprehensive income/(loss) attributable to:
Owners of the parent company
Non-controlling interest
Underlying earnings per share1
Basic
Diluted
Earnings per share
Basic
Diluted
–
–
–
–
22.3
–
22.3
22.3
–
22.3
39.8p
36.3p
29.3p
26.7p
–
–
–
–
9.9
–
9.9
9.9
–
9.9
12.5p
11.9p
12.5p
11.9p
–
0.2
–
0.2
40.9
–
40.9
41.1
–
41.1
50.1p
49.2p
50.1p
49.2p
1 Underlying EPS is calculated using profit after tax before exceptional items and discontinued operations.
98
63.0
(20.9)
42.1
0.7
–
42.8
(8.1)
34.7
(10.1)
(0.2)
(10.3)
24.4
(1.4)
(82.3)
16.2
(67.5)
(5.2)
1.0
(4.2)
36.8
(0.1)
4.1
–
4.0
36.8
24.4
–
–
36.8
24.4
40.8
(43.1)
–
–
40.8
(43.1)
43.4p
43.4p
44.4p
44.4p
61.9p
61.8p
29.4p
29.3p
(8.6)
1.3
(7.3)
36.6
(0.2)
2.0
–
1.8
37.0
(0.4)
36.6
38.8
(0.4)
38.4
50.0p
49.8p
44.6p
44.5p
ASOS PLC GROUP STATEMENT OF FINANCIAL POSITION
Non-current assets
Current assets
Total assets
Equity attributable to owners of the parent company
Non-controlling interest
Current liabilities
Revolving credit facility
Provisions for liabilities and charges
Long-term liabilities
As at
31 March
2012
£m
As at
31 August
2012
£m
As at
31 August
2013
£m
As at
31 August
2014
£m
As at
31 August
2015
£m
As at
31 August
2016
£m
58.6
126.4
185.0
95.2
–
58.6
147.7
206.3
106.0
–
78.6
233.2
311.8
159.8
119.3
260.7
380.0
193.4
140.8
337.1
477.9
237.3
204.0
446.0
650.0
200.4
–
(0.4)
–
–
83.9
100.3
152.0
185.6
237.3
428.6
5.0
0.9
–
–
–
–
–
–
–
–
–
–
–
–
–
1.4
3.3
21.0
Total liabilities, capital and reserves
185.0
206.3
311.8
380.0
477.9
650.0
GROUP STATEMENT OF CASH FLOWS
Year to
31 March
2012
£m
5 months to
31 August
2012
£m
Year to
31 August
2013
£m
Year to
31 August
2014
£m
Year to
31 August
2015
£m
Year to
31 August
2016
£m
Net cash generated from operating activities
after exceptional items
Net cash used in investing activities
Net cash generated/(used in) from financing activities
Net movement in cash and cash equivalents
Opening cash and cash equivalents
Effect of exchange rates on cash and cash equivalents
37.5
(21.6)
3.7
19.6
4.7
–
(8.0)
(5.0)
3.6
24.3
–
0.1
43.2
27.9
–
Closing cash and cash equivalents
24.3
27.9
71.1
16.6
74.2
68.6
93.2
130.7
(31.1)
(61.9)
(50.1)
(78.4)
(3.4)
3.3
71.1
(0.1)
74.3
0.8
43.9
74.3
1.0
0.6
52.9
119.2
1.2
119.2
173.3
99
ANNUAL REPORT AND ACCOUNTS 2016FINANCIAL STATEMENTS COMPANY INFORMATION
ANNUAL GENERAL MEETING
INDEPENDENT AUDITORS
The AGM will be held at 12.00pm on
Thursday 1 December 2016 at
Greater London House
Hampstead Road
London NW1 7FB
The notice of the meeting is available
on our website setting out the business
to be transacted.
DIRECTORS
Brian McBride (Chairman)
Nick Beighton
Helen Ashton
Rita Clifton
Ian Dyson
Hilary Riva
Nick Robertson
COMPANY SECRETARY
Andrew Magowan
REGISTERED OFFICE
Greater London House
Hampstead Road
London NW1 7FB
Registered in England
Company Number 4006623
SHAREHOLDER HELPLINE
0871 664 0300
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
10 Bricket Road
St Albans
Hertfordshire AL1 3JX
LAWYERS
Slaughter and May
1 Bunhill Row
London EC1Y 8YY
FINANCIAL ADVISER, NOMINATED
ADVISER AND JOINT BROKER
J.P. Morgan Cazenove
25 Bank Street
London E14 5JP
JOINT BROKER
Numis Securities Limited
5th Floor
10 Paternoster Square
London EC4M 7LT
FINANCIAL PR
Instinctif Partners
65 Gresham Street
London EC2V 7NQ
REGISTRARS
Capita Asset Services
34 Beckenham Road
Beckenham
Kent BR3 4TU
100
ASOS PLC