annual report 2012/13
1
Page headingPage Title 2012/2013 Annual Report
Table of
contents
4
7
8
Financial Highlights
Chairman’s Letter
Great Brand, Great Company
68 Burberry Beyond
Chief Executive Officer’s Letter
71 Our People
12
Executive Team
Brand, Business, Culture
17
18
Brand
Business
20
Culture
Corporate Governance
76
Board of Directors
78
Directors’ Report
82 Corporate Governance Report
93
Directors’ Remuneration Report
Burberry Group Overview
Financial Statements
25
Diversified Business Model
106 Statement of Directors’ Responsibilities
26
Channel Mix
27
Broad Geographic Portfolio
28
Diversified Product Mix
Strategic Themes
32
Leverage the Franchise
36
Intensify Accessories
40
Accelerate Retail-Led Growth
44
Invest in Under-Penetrated Markets
48
Pursue Operational Excellence
Financial Review
54 Group Financial Highlights
60
Principal Risks
107
Independent Auditors’ Report to the
Members of Burberry Group plc
108 Group Income Statement
109 Group Statement of Comprehensive Income
110 Group Balance Sheet
111 Group Statement of Changes in Equity
112 Group Statement of Cash Flows
113 Notes to the Financial Statements
154 Five Year Summary
156
Independent Auditors’ Report to the
Members of Burberry Group plc
157 Company Balance Sheet
158 Notes to the Company Financial Statements
162 Shareholder Information
164 Executive Team
3
Financial Highlights
Strong
Results
Total revenue (Year to 31 March)
Retail revenue (Year to 31 March)
£1,999m
£1,417m
2013
2012
2011
2010
2010*
2009
1,999
1,857
1,501
1,185
1,280
1,202
2013
2012
2011
2010
2010*
2009
Wholesale revenue (Year to 31 March)
Adjusted operating profit (Year to 31 March)
£473m
£428m
2013
2012
2011
2010
2010*
2009
473
478
441
377
434
489
2013
2012
2011
2010
2010*
2009
Adjusted operating profit is stated before exceptional items.
Reported operating profit £346m (2012: £377m)
1,417
1,270
962
710
749
630
428
377
301
220
220
181
2009 and 2010* include the results of the discontinued Spanish operations.
2010 has been re-presented to exclude the discontinued Spanish operations.
4
Financial Highlights
Adjusted diluted EPS (Year to 31 March)
Net cash (As at 31 March)
70.0p
£297m
2013
2012
2011
2010
2009
Adjusted diluted EPS is stated before exceptional items.
Reported diluted EPS 57.0p (2012: 59.3p)
70.0
61.6
48.9
35.1
30.2
2013
2012
2011
2010
2009
Dividends per share (Year to 31 March)
Capital expenditure (Year to 31 March)
29.0p
£176m
2013
2012
2011
2010
2009
29.0
25.0
20.0
14.0
12.0
2013
2012
2011
2010
2009
297
338
298
262
8
176
153
108
70
90
5
Chairman’s Letter
strong
RESULTS
In 2012/13, the Burberry team navigated a challenging environment making
excellent strategic progress and achieving another record financial result.
board has recommended a 16% increase in the full year
dividend to 29.0p.
In addition to the team’s efforts, these results were also
a function of investments over the past several years.
The Group has invested heavily in stores, emerging growth
markets, technology and new capabilities. While in line with
Burberry’s growth objectives, it’s worth highlighting that
some of these are particularly important in a more difficult
external environment. For example, previous investments
in information systems and business intelligence expertise
brought greater visibility and enabled quicker and more
precise action during the year. Looking forward, although
the near-term environment presents many uncertainties,
Burberry plans to continue to invest based upon a
successful strategy, its distinctive culture and generally
favourable luxury sector fundamentals. Consistent with
this, in 2012/13 Burberry committed to one of its largest
single investments to date with its decision to integrate the
fragrance and make-up business. Operating as of 1 April
2013, Beauty offers an exciting growth platform
for the future.
The year also brought important management changes.
Stacey Cartwright, Executive Vice President, Chief
Financial Officer and a director, will stand down in July 2013
to pursue new interests. Stacey has been an outstanding
contributor to Burberry during the past nine years, and we
thank and wish her well in future endeavours. We welcome
Carol Fairweather as Chief Financial Officer and a director.
As Carol has been with the Group for six years, most
recently leading the finance function, this is a natural
transition. Finally, John Smith, former Chief Executive of
BBC Worldwide and a non-executive director, joined
Burberry’s executive team as Chief Operating Officer in
March. John’s deep experience in digital media is an
important addition to the Group. In keeping with this
dynamic, growing business, we expect to continue
to evolve board composition going forward.
Sir John Peace
Chairman
Strategically, activity was focused by Burberry’s core
themes. In product, the team continued to refine the
offering across categories. Innovative digital marketing
activity brought a more engaging message to targeted sets
of consumers. Flagship store openings extended Burberry’s
presence in key gateway cities. Supported by these
initiatives, the brand experience continued to be enriched
and elevated. Burberry’s distinctive culture was further
nurtured and reinforced, and continued to project externally
through the work of the Burberry Foundation. These, along
with the full set of the Group’s strategic initiatives, are
discussed throughout this report.
This progress was also recognised externally. Interbrand,
the global brand consultancy, once again named Burberry
in its list of the world’s 100 most valuable brands. In the
digital arena, Burberry led media think tank L2’s Fashion
‘Digital IQ Index’ for the second year. On land, Fast
Company magazine listed Burberry second in its ranking of
the world’s most innovative retailers. And, in an indicator of
cultural strength, professional platform LinkedIn identified
Burberry as the 29th most in-demand employer globally.
Financial performance was also strong. Total revenue grew
8% to £2bn, with adjusted operating profit increasing 14%
to £428m. While overall results are strong, a look at the core
retail/wholesale business, which excludes the impact of the
legacy Japan licensed business, is more indicative of the
modern brand’s progress. Here, retail/wholesale adjusted
operating profit increased 17% on an 8% revenue gain.
Adjusted after-tax return on capital was 35%. The Group
ended the year with a £297m net cash balance, and the
On behalf of the Board, I thank the global team for their
efforts during a challenging year and congratulate them
on their achievements. By executing a consistent strategy
in pursuit of clear objectives – clarity of the luxury brand
message, sustainable growth and great company –
the Burberry team has generated substantial value for
shareholders in this and years past. Similarly, on behalf
of the Board and team, I thank shareholders for their
continued support.
7
Chief Executive Officer’s Letter
striking
the balance
From outstanding performance in 2011/12, Burberry began the year cautiously
optimistic, our long-range objectives – ensuring clarity of the luxury brand message,
enabling sustainable growth and being a great company – firmly in sight.
Angela Ahrendts
Chief Executive Officer
This combination of optimism and determination, fuelled
by the brand’s wealth of opportunity, suggested continued
pursuit of the investment-oriented strategic agenda in the
year ahead. At the same time, this pre-disposition was
tempered by uncertainties in the macro environment and the
goal to deliver near-term financial performance. In the final
analysis, the result was a balance of dynamic management,
core execution and strategic investment.
Challenging context
Following standout growth in 2011 relative to the range
of consumer sectors, luxury slowed dramatically in 2012.
The ongoing economic crisis in the Eurozone and a
continued sluggish US weighed on all areas of consumer
spending. Although most of Asia remained relatively
healthy, the Chinese consumer – which accounts for
a majority of luxury consumption growth – was subdued
by a secularly decelerating economy complicated by
government transition. Industry experts estimate that luxury
sector growth declined from 13% in 2011 to 5% in 2012.
Within that, ready-to-wear brands and businesses were
disproportionately affected. For Burberry, this climate
manifested itself in a decline in store traffic and greater
weekly sales volatility.
Dynamic management
Internally, we talk about managing the business dynamically
and focusing on the things we can control. 2012/13’s
external environment tested the team on these dimensions.
Supported by investments in information systems and
business intelligence expertise during the past few years –
which enable monitoring, analysis and implementation –
we set out to do exactly that.
Heightened conversion
The traffic decline placed greater emphasis on converting
consumers entering the stores to customers. This effort
included service initiatives that maximised time on the selling
floor of our most skilled associates, increased inventory
availability and improved selling skills and product knowledge.
In terms of product, we expedited fashion assortments
targeted at core luxury customers and refined monthly
floorset execution to enhance the flow of fresh merchandise.
8
Chief Executive Officer’s Letter
Enhancing the product proposition
At the heart of the Burberry brand, product was a key
area of strategic activity.
· Elevation of the product offering is an ongoing process.
In the year, we exited selected opening price points
in heritage rainwear and leather goods categories.
Exacting a cost in terms of sales, this is consistent with
the brand’s positioning within the current luxury context.
Similarly responding to consumer demand, we continued
to invest in the upper tiers of our product pyramid, the
Prorsum and London labels. These labels increased their
share of retail sales during the year.
· Although founded as a mens brand, Burberry is
underpenetrated in mens. During the year, outerwear
benefited from greater emphasis on innovation and
design. Tailoring developed with broader assortments
and expanded distribution. Closer attention to in-store
timing of seasonal merchandise enhanced relevance of
the offering. And the first fully dedicated Burberry mens
store was opened in London in October 2012. Achieving
a 13% revenue increase, mens was the fastest growing
product division in the year. With mens integration only
two years old, Burberry is in the early stages of
capitalising on this heritage.
· October saw the launch of The Britain watch for women
and men. The Britain, featuring an advanced Swiss-made
mechanical movement and more sophisticated design,
is an important step in realigning Burberry’s watch
business with the brand’s luxury positioning.
Engaging the Chinese consumer globally
Given their importance, efforts to better understand
and serve Chinese consumers are an ongoing priority.
During the year, Burberry conducted proprietary research,
leveraging the results across functions: to extend product
sizing and fit, to train sales associates in high-travel markets,
to formulate occasion-specific marketing campaigns –
citing a few examples. In the year, Greater China represented
Burberry’s fastest growing major market and this consumer
was prominent throughout the retail network.
Targeted marketing
Aided by deeper consumer insight, we retargeted marketing
activities in keeping with changing consumer spending
patterns. The team increased the brand’s presence in
high-profile outdoor and travel-oriented locations and
experimented with new digital venues – some of which
were contracted on a real-time basis. For festive periods,
a cross-functional group refined programmes across
product, visual and advertising to better highlight specific
gift-giving opportunities.
Tactical efficiency
The Group also acted to enhance near-term efficiency.
Discretionary expenses were tightly controlled and
inventory was closely managed at all stages of the
process in keeping with softer sales.
Core execution
Articulated by the five strategic themes, Burberry’s core
strategy has been consistently executed over the past
seven years, and actions to navigate immediate conditions
did not sway us from this course.
Blurring the physical and digital
Given a world of increasingly ubiquitous mobile internet
access, we expect dissolution of the boundaries separating
physical and digital channels. Consumers will see a single,
continuous space in which to interact with a brand. Through
a range of activities, we are working to integrate the benefits
of the physical and digital spheres. Ultimately, the vision
is to serve completely any consumer on any platform in
any geography.
·
In this regard, the opening of the London flagship at
121 Regent Street in September is our most ambitious
effort to date. Housed in a period building restored in
partnership with traditional British craftsmen, the store
expresses burberry.com in tangible space – complete
product assortment, RFID technology to trigger targeted
multimedia content, omnipresent digital screens
continuously projecting brand imagery. Burberry World
Live, a store of the future, blending heritage and innovation,
online with offline.
· Additional integration initiatives included the expanded
use of iPads to enhance inventory availability, continued
upgrading of Retail Theatre throughout the store base
to ensure synchronised delivery of brand content to
consumers, and experimentation with new payment
systems to streamline the purchase experience.
9
Chief Executive Officer’s Letter
Developing growth markets
Outside Asia, the Group continued to develop other
growth markets. In the directly operated markets of India,
Latin America and the Middle East, the Group opened
net six mainline stores during the year. While some offer
below average profitability today, we believe these markets
represent important components of future growth.
In regions operated through franchise partners, including
Turkey, Russia and Eastern Europe, eight stores were
opened with expansion to five new markets, including
Georgia and Jordan. New franchise agreements were
signed for Colombia and Chile.
Expanding the retail presence
In addition to London, the year included flagship store
openings in Chicago, Hong Kong and Milan. While
contributing to sales, these brand statements in gateway
cities present the complete Burberry to diverse groups
of relevant consumers, many of them new to the brand.
In total, the Group opened net 14 mainline stores,
six concessions and five outlets during the year, and
completed seven major renovations. Average selling
space increased 13%.
Refining the wholesale presence
Efforts to align the quality of the brand’s wholesale presence
with that of retail are ongoing. In both the Americas and
Europe, we continued to concentrate on luxury-oriented
department and specialty stores – with emphasis on
dedicated real estate – while exiting legacy doors
inconsistent with the brand’s positioning. This activity, in
combination with the channel’s exposure to soft geographies,
resulted in 1% underlying wholesale revenue growth for
the year.
As part of the brand proposition, Burberry looks to be
a leader in consumers’ digital interaction with brands,
in both innovation and capability. In marketing, the S/S13
campaign generated record awareness through social
media. Total Burberry YouTube video views reached over
ten million during the year. RFID-enabled personalised
content was introduced with the A/W13 runway show.
Experimenting with emerging digital platforms, Burberry
streamed live images of London weather to prominent
outdoor sites in London, Paris, Hong Kong, Los Angeles
and New York during the Olympic period. In commerce,
burberry.com added Spanish and Korean languages
and tested new fulfilment options.
Strategic investment
While executing currently, the team invested in strategic
initiatives with longer-term horizons.
Integrating Beauty
Among the most exciting strategic investments in recent
years, the transition of Burberry’s fragrance and make-up
business from a licensed to a directly operated business
began in the year.
· Offering luxury’s opening price point and broadest
distribution, fragrance is the most widely encountered
expression of the Burberry brand. The category also
accounts for a large percentage of global brand media
spend. As a result, direct operation will assist in
optimising brand presence in every market, further
enable Burberry to capitalise on the synergistic
relationship with fashion, and better align the product
offering with brand architecture. Integration elevates
this business to true core activity, allowing Burberry
to capture the full opportunity.
·
In terms of opportunity, despite Burberry’s position
among the largest luxury apparel and accessories brands
globally, it is undersized in fragrance. Growth has been
slow, with fragrance significantly underperforming the
rest of the Group over the past five years. In make-up,
the brand has only just started.
· From the decision to integrate in October, the team
moved quickly across functions, leveraging existing skills
and resources while adding external category-specific
talent and capability. As of 1 April, Beauty had been
successfully integrated and commenced operating.
Burberry’s fifth product division, Beauty is a growth
platform of the future.
Evolving customer dialogue
In a landscape of Big Data and continuous communication,
we believe information-intensive, deep customer relationships
which allow an individualised customer dialogue will be
critical to future success in luxury. As part of this, the Group
began developing new tools to provide an integrated
view of a customer’s interaction with the brand across
all Burberry platforms, with initial piloting of a clienteling
application commencing at year end. Development work
to enhance consumers’ ability to engage the brand through
mobile devices also progressed in the year.
10
Chief Executive Officer’s Letter
A great community
Through the efforts of this great team we largely realised
our objectives. So I thank them, as well as Burberry’s
extended community of franchise and licensing partners,
customers and suppliers, for their passion, commitment
and hard work during the year. Looking forward, this team
provides confidence for markets favourable or not.
KPI: Growth in adjusted diluted EPS (Year to 31 March)
is a key valuation metric for Burberry’s shareholders.
70.0p +14%
2013
2012
2011
2010
2009
Adjusted diluted EPS is stated before exceptional items.
Reported diluted EPS 57.0p (2012: 59.3p).
70.0
+14%
61.6
+26%
48.9
+39%
35.1
+16%
30.2
-4%
Transitioning the Japan legacy
In Japan, transition from the legacy licensed business
to global integration continued. As part of this, Burberry’s
early stage retail operation achieved strong growth at
existing stores and concessions, opened a concession,
added a third store and planned additional openings in
2013/14; while the effect of licence terminations continued
to reduce legacy royalty income.
Reinforcing the supply chain
To accommodate future growth objectives, the Group
reinforced the supply chain. In logistics, Burberry added
distribution capacity, upgraded existing facilities and
increased network efficiency. In sourcing, additional
resources were committed to further develop in-house
outerwear manufacturing capability and improve raw
material management.
Strong financial results
This balance of activity delivered record financial results
in 2012/13 while positioning Burberry well for years ahead.
Total revenue increased 8% underlying to £2bn. Retail
revenue grew 12% driven by new space and a 5%
comparable store gain. Soft European markets particularly
weighed on wholesale, resulting in a 1% underlying revenue
increase. The 1% underlying decline in licensing revenue
was a product of double-digit growth among global licences
more than offset by declining legacy Japan royalties.
Adjusted operating profit increased 14% to £428m, with the
core retail/wholesale segment increasing 17% on 8%
revenue growth – retail/wholesale operating margin also
reached a record 17.8%. Capital expenditure totalled £176m
and the Group ended the year with £297m in net cash.
Powerful culture
Burberry’s culture is a key ingredient to this success.
Rooted in the brand’s core values and fuelled by a
creative-thinking, entrepreneurial spirit, our connected,
united culture creates an energy that enables innovation,
coordination and agility. These characteristics are evident
in the year’s accomplishments. This distinctive culture
is also expressed externally through ethical trade and
sustainability efforts, employee engagement with local
communities and the Burberry Foundation, which contributes
both human and capital resources to encourage youth
to realise their dreams through the power of creativity.
We continued to invest in this powerful culture throughout
the organisation – communication initiatives, operating
structures, reward programmes and celebrations.
The bigger the business becomes, the more connected
we will need to be.
11
BRAND, BUSINESS,
CULTURE
Brand, Business, Culture
brand
Founded in 1856, Burberry today remains quintessentially British, with outerwear
at its core. Digital luxury positioning and the optimisation across innovative mediums
of the trench coat, trademark check and Prorsum knight heritage icons make the brand
purer, more compelling and more relevant globally, across genders and generations.
17
Brand, Business, Culture
BUSINESS
Disciplined execution, constant evolution and balance across channels,
regions and products underpin the management of the business.
Innovative product design, digital marketing initiatives
and dynamic retail strategies drive consistent performance.
18
Brand, Business, Culture
CULTURE
A closely connected, creative thinking culture encourages cross-functional
collaboration, intuition and a meritocratic ethos. United by open communication
and a pure brand vision, and inspired by the company’s core values – Protect,
Explore and Inspire – compassionate global teams give back to their communities
through the Burberry Foundation and socially responsible initiatives.
20
BURBERRY GROUP
OVERVIEW
Burberry Group Overview
Delivering sustainable
profitable growth
Burberry is a global luxury brand with a distinctive British heritage, core outerwear
and large leather goods base and some of the most recognised icons in the world.
Burberry leverages its proven strategies and teams to assure sustainable, profitable
growth balanced by channel, region and product.
24
Burberry Group Overview
Diversified
Business MODEL
Burberry designs and sources apparel and accessories, selling through a diversified network
of retail (including digital), wholesale and licensing channels worldwide. The business is
structured by channel, region and product division, supported by core corporate functions.
By Channel
By Region
By Product
By Function
Retail
(including Digital)
Asia Pacific
Accessories
Design
Wholesale
Europe
Womens
Marketing
Licensing
Rest of World
Mens
Store Architecture
Americas
Childrens
Supply Chain
Beauty
(Directly operated
from 1 April 2013)
Customer Resources
IT
HR
Corporate Affairs
Strategy & Finance
25
Burberry Group Overview
Channel
mix
Burberry sells its products to the end consumer through both retail
(including digital) and wholesale channels. For 2012/13, retail accounted for
71% of revenue and wholesale 24%. Burberry also has licensing agreements in Japan
and globally, leveraging the local and technical expertise of its licence partners.
Revenue by channel
Underlying is calculated at constant exchange rates
Licensing
Revenue
£109m
-1%
Wholesale
Revenue
£473m
+1%
Retail
Revenue
£1,417m
+12%
Retail
Includes 206 mainline stores, 214 concessions
within department stores, digital commerce
and 49 outlets
· 12% underlying growth
· 5% comparable store growth
· 7% growth from new space
· 23 mainline store openings, focused
in flagship markets including Chicago,
Hong Kong, Milan and London
Wholesale
Includes sales to department stores,
multi-brand specialty accounts, Travel Retail
and franchisees who operate 65 Burberry
stores, mainly in emerging markets
· 1% underlying growth
· Growth in North American
department stores, Asia Travel Retail
and emerging markets
· Net eight new franchise stores opened
Licensing
Includes income from Burberry’s licensees,
just over 60% from Japan with the balance
from global product licensees (fragrance,
eyewear and timepieces) and the European
wholesale childrens licensee
· 1% underlying decline
· Royalty income from Japan down reflecting
continued rationalisation of short-term
accessories licences in Japan
· Double-digit underlying growth in royalty
income from global product licences
· Burberry began directly operating fragrance
and beauty from 1 April 2013
26
Burberry Group Overview
Broad geographic
portfolio
Burberry operates in four regions. For 2012/13,
Asia Pacific represented 39% of retail/wholesale revenue,
Europe 30%, Americas 25% and Rest of World 6%.
Retail/wholesale revenue by destination
Underlying is calculated at constant exchange rates
Europe
Revenue
£560m
Mainline stores: 42
Concession stores: 58
Asia Pacific
Revenue
£745m
Mainline stores: 58
Concession stores: 153
Americas
Revenue
£463m
Mainline stores: 78
Concession stores: 2
Americas
· 6% underlying growth
· Retail accounted for
approximately two-thirds
of revenue
· Low single-digit comparable
store sales growth, weighted
towards the second half
· Approaching 10% of Americas
retail revenue came from
outside the United States
· North American department
store wholesale customers
outperformed, with further
expansion of dedicated
shop-in-shops
Rest of World
Revenue
£121m
Mainline stores: 28
Concession stores: 1
Europe
· 6% underlying growth
· Retail accounted for nearly
70% of revenue
Rest of World
· 11% underlying growth
· Retail accounted for nearly
Asia Pacific
· 13% underlying growth
· Retail accounted for nearly
60% of revenue
90% of revenue
· Comparable store sales
· High single-digit comparable
· Double-digit comparable
store sales growth, led
by India
· Good growth in wholesale
revenue, mainly to franchise
partners who operate 65
stores globally
store sales growth in China
and Hong Kong, Korea
remained weak
· Good growth in Travel Retail,
which makes up the majority
of wholesale in the region
growth broadly unchanged
year-on-year, France and
Germany robust, Italy
remained weak
· The United Kingdom
accounted for over 40% of
Europe retail revenue
· Largest wholesale region,
about 40% of group wholesale
revenue. Revenue impacted by
weak demand, especially in
Italy, and continuing planned
rationalisation of accounts
27
Burberry Group Overview
Diversified
product mix
Burberry has a structured product offering and has seen growth across
each of these business areas. For 2012/13, accessories represented 39% of
retail/wholesale revenue, womens 33%, mens 24% and childrens 4%.
Retail/wholesale revenue by product division
Underlying is calculated at constant exchange rates
Childrens
Revenue
£73m
+9%
Mens
Revenue
£464m
+14%
Womens
Revenue
£618m
+7%
Accessories
Revenue
£734m
+8%
Accessories
· Large leather goods, nearly half of
mainline accessories revenue
· Continued innovation in core leather
programmes and key fashion shapes
· Men’s accessories increased by over 30%
in mainline retail, to reach nearly 20% of
total accessories revenue
Womens
· Core outerwear was the largest growth
category, over half of mainline revenue
· Prorsum and London outperformed,
S/S13 Brit resurgent
Mens
· Significant growth in tailoring, up over
50% year-on-year
· Prorsum and London outperformed
· First standalone mens store opened in
Knightsbridge, London
Childrens
· Strong growth in outerwear, supported
by S/S13 advertising campaign
· Replenishment up to nearly 30% of
mainline revenue
Burberry Prorsum
The most fashion forward collection centred around runway
shows, providing the design inspiration for the brand
Burberry London
The tailored collection, typically what a customer
wears on weekdays for work
Burberry Brit
The most casual collection, typically worn
on the weekend
28
strategic THEMES
Strategic Themes
Leverage
the Franchise
Enhance consumer resonance and operate more effectively
through exacting use of brand assets and coordinated action
across the global organisation. One brand, one company.
32
Strategic Themes
Key highlights from 2012/13 include:
Brand momentum
Ensuring the strength, purity and positioning of the
Burberry brand remained a priority.
Burberry World Live
· Burberry Regent Street opened in London in September
2012 as the brand’s most comprehensive expression
to date. Introducing the concept of ‘Burberry World Live’,
Regent Street blurred the physical and the digital to bring
all aspects of burberry.com (‘Burberry World’) to life
in a meticulously-restored heritage space.
· Offering the full collection in a digitally-enriched environment,
Regent Street engaged customers with brand content
continuously projected on over 100 screens throughout
the store, including product-specific content triggered by
RFID-enabled merchandise on mirrors that turn instantly
to screens. In-store audiences could watch key brand
moments live from other locations, including the
womenswear S/S13 and A/W13 runway shows.
· Regent Street also gave physical expression to the
brand’s most innovative digital launches. This included
live music events featuring Burberry Acoustic artists
and the first in-store Burberry Bespoke experience.
Beauty
·
In October 2012, Burberry announced the transition
of its fragrance and make-up business from a licensed
to a directly operated structure.
· As consumers’ most widely encountered expression
of the Burberry brand, Beauty provides outstanding
growth opportunities for the Group. Business integration
was completed during the year with operations
commencing on 1 April 2013.
Digital
·
Investments in burberry.com continued with expanded
delivery to over 100 countries, while the introduction
of Spanish and Korean brought the number of languages
online to eight.
· Retail theatre was rolled out to a further 84 stores,
extending the global streaming of brand content in all
flagship markets.
Brand recognition
· Listed in Interbrand’s ‘Top 100 Global Brands’ for the
fourth consecutive year, Burberry was named the luxury
fashion brand with the greatest increase in brand value.
Burberry was cited by Altagamma as the luxury brand
with the highest digital customer awareness and led
media think tank L2’s ‘Fashion Digital IQ Index’ for the
second year, as well as being named by L2 as the fashion
brand with the highest ‘digital IQ’ in China. LinkedIn ranked
Burberry the 29th most in-demand employer globally.
Marketing innovation
Continued extension of its reach through marketing
innovation, leveraging brand content to engage
and connect global audiences.
Digital engagement
· Brand excitement was driven globally across a range
of platforms. The S/S13 main campaign generated
record awareness through social and traditional media,
with the launch video generating over 1.7 million views
on YouTube and Burberry trending globally on Twitter.
The womenswear A/W13 show was streamed live
on Twitter for the first time, allowing followers to embed
the show stream in personal newsfeeds.
· Burberry finished the year as the most followed luxury
brand on Facebook, with nearly 15 million fans. Total
lifetime YouTube video views reached nearly 24 million
and the brand’s combined Twitter following was over
two million. Burberry was also the leading luxury
lifestyle brand on Instagram.
Outdoor investment
·
Investment was increased in out-of-home marketing
in key markets. To emphasise the brand’s association
with weather, Burberry streamed live images of London
scenes simultaneously throughout the Olympic period
to prominent outdoor sites in London, Paris, Hong Kong,
Los Angeles and New York.
· The Art Of The Trench social media platform was taken
to outdoor spaces in London and Chicago in conjunction
with flagship store launches.
· More broadly, the brand secured key airport and iconic
urban locations on a long-term basis.
34
Strategic Themes
KPI: Total revenue growth (Year to 31 March)
Measures the appeal of the brand to consumers,
be it through Burberry stores or those of its
department store or specialty retail customers.
£1,999m +8%
2013
2012
2011
2010
2010*
2009
1,999
+8%
1,857
+23%
1,501
+24%
1,185
1,280
1,202
+1%
+7%
Retail
Wholesale
Licensing
Growth rate is year-on-year underlying change i.e. at constant exchange rates.
2009 and 2010* include the results of the discontinued Spanish operations.
2010 has been re-presented to exclude the discontinued Spanish operations.
Product excellence
Burberry creates great product through intensive focus
on design innovation, quality and core heritage icons.
Outerwear
· Outerwear is the core of the apparel business,
underpinned by monthly fashion groups and a robust
replenishment programme. Leveraging the brand’s
unique heritage together with design innovation and
excellence, outerwear accounted for about 50% of
mainline apparel sales. The iconic trench coat continued
to be a central feature of the brand’s marketing activities.
Mens
·
Investments in infrastructure saw increased product
and marketing excellence in men’s outerwear, London
and Brit. As the fastest growing product division,
mens represented 24% of retail/wholesale revenue.
· Retail sales of men’s tailoring, available in over 70 mainline
stores, grew by nearly 70% year-on-year and the first
dedicated standalone mens store opened in
Knightsbridge, London.
Product hierarchy
· Burberry Prorsum and London continued to outperform,
reflecting customer preferences and representing about
half of womens and mens mainline retail sales.
· An ongoing focus on innovative product, marketing
and merchandising and a shift in the product pyramid
mix drove growth in mainline average unit retail prices.
· Runway Made to Order launched, continuing to put
the Burberry customer at the centre of increasingly
personalised luxury experiences. Engraved nameplates
could be added to custom-made outerwear and bags from
the womenswear A/W13 collection. Smart personalisation
technology was introduced to unlock bespoke digital
content relating to each item on touchscreen devices.
35
Strategic Themes
INTENSIFY
ACCESSORIES
Capitalise on opportunities in under-penetrated accessory categories
by combining Burberry’s creative expertise and iconic branding with
intensified investment in product development, sourcing and marketing.
36
Strategic Themes
Accessories remained Burberry’s largest product division,
contributing 39% of total retail/wholesale revenue and
recording underlying growth of 8%.
Eyewear
· A continued focus on product development
and distribution drove robust sales growth.
· Product activity included the addition of two high-profile
collections in the year. The Aviator sunglasses collection
was launched with a digitally-led music campaign,
which included live performances by Burberry Acoustic
bands in Milan, New York, Paris and Sydney. Splash
sunglasses were introduced at the womenswear and
menswear S/S13 runway shows and featured in the main
advertising campaign.
KPI: Growth in accessories revenue (Year to 31 March)
Measures the success of Burberry’s initiatives to expand
in this category, which includes large and small leather
goods, scarves, shoes, belts and jewellery.
£734m +8%
2013
2012
2011
2010
2010*
2009
734
+8%
689
+22%
563
+32%
417
420
+10%
366
+12%
Revenue is retail/wholesale only. Growth rate is year-on-year underlying
change i.e. at constant exchange rates.
2009 and 2010* include the results of the discontinued Spanish operations.
2010 has been re-presented to exclude the discontinued Spanish operations.
Key highlights from 2012/13 include:
Men’s accessories
· Continued investments in product design, development
and marketing drove an increase in sales of over 30%,
to account for nearly 20% of total mainline accessories
revenue. Growth in this category was particularly strong
in Asia Pacific and on burberry.com.
Soft accessories
· Continued diversification and innovation in fabrications
and prints, supported by enhanced visual merchandising,
enabled outperformance in this key category.
· Scarves, one of the largest trans-seasonal businesses,
performed strongly, driven by a balanced offer across
cashmere and lighter-weight blends.
Large leather goods
· Accounting for around half of all mainline accessories
revenue, large leather goods remained the backbone
of this category. Growth was driven by focused
marketing of key fashion shapes and continued innovation
in the core leather programme, including the launch of
the Heritage Grain collection.
· Following a successful launch in the womenswear A/W12
collection, the Orchard bag was subsequently introduced
as a replenishment style and became the brand’s
second-best selling shape within a year.
Festive
· The seamless execution of giftable product was
a focus throughout the year, with a particular emphasis
on accessories. New experiences were created on
burberry.com and brand marketing campaigns were
synchronised across all platforms to drive awareness
and sales growth around key global holiday periods.
Watches
· With the introduction of The Britain, Burberry took
a major step in realigning its watches with the brand’s
global luxury positioning.
·
Inspired by the iconic trench coat, the mechanical watch
collection for men and women celebrated the brand’s
values of functional design and craftsmanship.
· The launch included a bespoke mobile experience,
featuring a to-scale interactive 3D model of the
watch displaying the user’s time, location and local
weather conditions.
39
Strategic Themes
Accelerate
retail-led growth
Apply a dynamic digital retail mindset across the
organisation and processes to drive growth in all
distribution channels – online and offline.
40
Strategic Themes
Burberry finished the year with retail revenue up 12%
and accounting for 71% of total revenue.
Key highlights from 2012/13 include:
KPI: Growth in retail revenue (Year to 31 March)
Includes comparable store sales growth (measuring
growth in productivity of existing stores), plus revenue
from new space.
£1,417m +12%
2013
2012
2011
2010
2009
12%
31%
32%
15%
14%
Comparable stores
New space
China acquisition
Growth rate is year-on-year underlying change i.e. at constant exchange rates.
Comparable store sales growth is defined as the annual percentage increase
in sales from stores that have been opened for more than 12 months, adjusted
for closures and refurbishments.
KPI: Number of stores (As at 31 March)
Measures the reach of Burberry directly-operated stores
around the world.
469 +25 stores
2013
2012
2011
2010
2010*
2009
469
444
417
312
440
419
Mainline
Concessions
Outlets
2009 and 2010* include the stores of the discontinued Spanish operations.
2010 has been re-presented to exclude the discontinued Spanish operations.
Driving productivity
· Burberry invested in enhanced training, physical
and digital synchronisation and improved
merchandising disciplines.
·
Interactive training materials were rolled out, providing
social and online learning tools to enhance the expertise
of sales associates in delivering a seamless experience
across physical and digital channels.
· Monthly floorsets and gifting strategies drove consistent
brand messaging across all customer touchpoints.
Customer focus
·
Investment in customer service continued with
the opening of a new service centre in Shanghai.
These facilities supported Burberry customers 24/7
by phone, email, live chat in 11 languages and via
a dedicated customer service Twitter account.
· Global customer analytics and insight capabilities,
together with the development of enhanced customer
intelligence tools, began to drive deeper understanding
of customer trends.
· Burberry Private Client teams, dedicated to offering
exceptional service, continued to grow globally,
with the investment focused in flagship markets.
Real estate investment
· 13% increase in average space growth, focused
in flagship markets.
· 23 mainline stores were opened, including flagships
in London, Chicago, Hong Kong and Milan. Major
renovations including Paseo de Gracia Barcelona
and Knightsbridge London were completed.
· The first US retail concession was opened, occupying
a three-storey space in the refurbished Macy’s Herald
Square, New York.
External recognition
· Burberry was ranked second in Fast Company magazine’s
‘Top 10 Most Innovative Companies in Retail’ for 2013.
The custom-designed Chicago flagship, Burberry’s
second-largest store in North America, was awarded
‘2013 Development of the Year’ by the Greater North
Michigan Avenue Association.
43
Strategic Themes
Invest in
under-penetrated
Markets
Focus on and invest in under-penetrated markets. For Burberry, these include
opportunities in both developed markets like the United States and the growth
economies of China, India and the Middle East. A range of distribution
channels and business models are used to address these opportunities.
44
Strategic Themes
Elevating wholesale presence
· Securing appropriate in-store locations and refining
assortments, Burberry made further progress in aligning
its wholesale presence with the global brand positioning.
· North American department stores performed strongly
with further expansion of dedicated shop-in-shops.
KPI: Number of stores in emerging markets
(As at 31 March) Measures the reach of the Burberry brand
in these high potential countries.
173 +19 stores
2013
2012
2011
2010
2009
173
154
136
111
91
Emerging markets include: China, the Middle East, Eastern Europe,
Russia, Brazil, India and other parts of South East Asia, South Africa
and Latin America.
Key highlights from 2012/13 include:
Engaging the Chinese luxury consumer
· Leveraging proprietary research into the Chinese luxury
consumer, Burberry refined services to these customers
at home and abroad.
· Over 150 Mandarin-speaking sales associates were
integrated into teams across top tourist destinations
outside Asia. In China, a specialised sales and service
programme was developed, enhancing the customer
experience and driving brand consistency.
· Bespoke product assortments were developed
for stores in China, key tourist destinations and
on burberry.com, to coincide with the Golden Week
and Chinese New Year holidays.
· The brand’s digital presence continued to be
strengthened, engaging customers with dedicated
content across multiple Chinese platforms.
Developing the Middle East
· The store portfolio in the Middle East was extended with
the opening of five new stores across Kuwait, UAE and
Saudi Arabia.
· Customised Eid Al Fitr and Eid Al Adha campaigns were
introduced in-market and on burberry.com, engaging
customers at these peak gifting periods.
Building Central and Latin America
· The brand’s footprint in Latin America increased with the
opening of four new stores in Brazil – São Paulo, Recife
and two in Rio de Janeiro.
· Leases were signed to open a planned three further retail
stores in Antara, Santa Fe and Cancun.
· New franchise agreements were signed for Colombia,
Chile and Barbados.
Entering new markets
· Recognising the potential volatility in emerging markets,
Burberry continued to work with franchisees and partners
in countries where it has more limited experience,
benefiting from local expertise.
· During the year Burberry opened stores in five new markets:
Jordan, Kazakhstan, Latvia, Estonia and Georgia.
47
Strategic Themes
PURSUE OPERATIONAL
EXCELLENCE
Continue to pursue operational excellence consistent
with the brand’s product and marketing expertise.
48
Strategic Themes
Investment in UK manufacturing
· Additional capital investments in Castleford, the brand’s
heritage rainwear manufacturing facility, enabled seamless
end-to-end product development and production,
increasing accuracy and efficiency.
· The Woodrow facility, where the brand’s iconic gabardine
fabric is woven, was renamed Burberry Mill to align the
site more closely with the brand. Burberry Mill benefited
from the integration of finance, HR and site management
resources with Castleford during the year.
KPI: Retail/wholesale gross margin (Year to 31 March)
Measures, among other things, how effectively Burberry
sources its products.
70.6% +250 bps
2013
2012
2011
2010
2010*
2009
70.6%
68.1%
64.9%
61.0%
59.7%
52.1%
2009 and 2010* include the results of the discontinued Spanish operations.
2010 has been re-presented to exclude the discontinued Spanish operations.
KPI: Adjusted retail/wholesale operating profit margin
(Year to 31 March)
Measures how Burberry’s initiatives and its investment
to improve its business processes, including sourcing,
IT and logistics are impacting its profit margin.
17.8% +140 bps
2013
2012
2011
2010
2010*
2009
17.8%
16.4%
15.6%
12.7%
11.6%
9.8%
Adjusted operating profit margin is stated before exceptional items.
2009 and 2010* include the results of the discontinued Spanish operations.
2010 has been re-presented to exclude the discontinued Spanish operations.
Burberry continued to drive operational improvements and
increased efficiency across all global functions, with a
particular focus on technology, planning and supply chain.
Key highlights from 2012/13 include:
Technology investments
Process innovation
· Back office finance and HR functions continued to evolve
with enhanced governance, risk and compliance systems.
Automated and standardised processes were introduced
to enable scalable growth and to support the incorporation
of the Beauty division.
· Technology was leveraged to enable the rapid delivery
of consolidated data such as product details, customer
and transaction information to front-end applications,
including the development of an iPad-enabled digital
catalogue for showrooms.
Social entity
· Continued development and deployment of Burberry’s
internal communications portal connected and engaged
employees worldwide with chat forums, video content
and tailored working groups.
·
In November 2012, this was rolled out to select external
partners, reinforcing and enhancing the connections
between the business and its global constituencies
and facilitating greater transparency, efficiency
and responsiveness.
Planning
· Assortment planning and inventory management
continued to improve, balanced by product division,
label, category and price point.
· The global brand buy, a common product assortment
across Burberry stores, provided increased supply chain
efficiency, while maintaining regional flexibility.
Supply chain
Optimising logistics
· Logistical enhancements were implemented to provide
capacity for long-term growth. The regional distribution
hub in Piacenza, Italy was expanded to optimise
European logistics activities, while in Asia Pacific a new
distribution centre in Kwai Chung, Hong Kong was
opened to service China.
· Digital commerce operations in Europe moved
in-house, with all online customer orders fulfilled by
the recently-enhanced UK distribution centre in Blyth.
51
Financial Review
Financial Review
Group FInancial
highlights
Revenue
(2012: £1,857m)
Retail revenue
(2012: £1,270m)
£1,999m +8%
£1,417m +12%
Adjusted profit before tax
(2012: £376m)
£428m +14%
Year end net cash
(2012: £338m)
£297m
Adjusted diluted earnings per share
(2012: 61.6p)
70.0p +14%
Full year dividend per share
(2012: 25.0p)
29.0p +16%
£ million
Revenue
Cost of sales
Gross margin
Operating expenses*
Adjusted operating profit
Net finance charge*
Adjusted profit before taxation
Exceptional items
Profit before taxation
Taxation
Discontinued operations#
Non-controlling interest
Attributable profit
Adjusted EPS (pence)~
EPS (pence)~
Weighted average number of ordinary shares (millions)~
Year to 31 March
% change
2013
1,998.7
(556.7)
1,442.0
(1,013.9)
428.1
(0.3)
427.8
(77.1)
350.7
(91.5)
(0.0)
(4.9)
254.3
70.0
57.0
446.5
2012
reported FX
underlying
8
(2)
11
(10)
13
–
13
8
0
11
(10)
14
–
14
(4)
1,857.2
(558.3)
1,298.9
(922.0)
376.9
(0.7)
376.2
(10.2)
366.0
(100.6)
(0.3)
(1.8)
263.3
61.6
59.3
444.3
Adjusted measures exclude exceptional items and discontinued operations.
* Operating expenses in 2013 in the table above exclude a charge relating to the termination of the licence relationship of £82.9m (2012: nil) and a restructuring credit
of £0.6m (2012: nil) included in the reported expenses of £1,096.2m (2012: £922.0m). The net finance charge in 2013 in the table above excludes a £5.2m China put
option liability finance credit (2012: £10.2m charge) included in the reported net finance income of £4.9m (2012: £10.9m charge).
# Discontinued operations in Spain in 2013 delivered a nil profit (2012: loss of £0.3m).
~ EPS is presented on a diluted basis.
54
Financial Review
Revenue analysis
Revenue by channel
£ million
Retail
Wholesale
Licensing
Revenue
Retail
71% of revenue (2012: 68%); generated from 206 mainline
stores, 214 concessions within department stores, digital
commerce and 49 outlets.
· Retail sales increased by 12% on an underlying
and reported FX basis.
· Comparable store sales increased by 5%
(H1: 3%; H2: 7%).
· New space contributed the balance of growth (7%).
· Average retail selling space increased by 13%
(2012: 14% excluding China acquisition).
During FY 2013, retail trading was uneven, with comparable
store sales growth of 6%, 1%, 6% and 8% by quarter, achieved
against double-digit growth throughout the previous year.
Product, marketing and customer service initiatives drove
strong performance in the second half festive periods
including Christmas and Chinese New Year. Digital was
further optimised, with innovative marketing and monthly
global messages leveraged and synchronised online and
offline, responding to rapidly changing consumer behaviour.
Overall, store traffic was soft, offset by increased
conversion rates and higher average transaction values.
Online traffic and conversion were up significantly.
With continued focus on the execution of proven retail
strategies, the drivers of growth were consistent with
previous years.
· Outerwear and large leather goods remained at about
half of mainline revenue.
· Replenishment remained at about half of mainline revenue.
· Burberry Prorsum and London penetration increased
by four percentage points to reach 49% of mainline
apparel revenue.
· Mens and men’s accessories accounted for over half
the growth in mainline revenue.
Year to 31 March
% growth
2013
1,416.6
472.7
109.4
1,998.7
2012
1,270.3
478.3
108.6
1,857.2
reported FX
12
(1)
1
8
underlying
12
1
(1)
8
There was positive comparable store sales growth
in all four regions during the year.
Asia Pacific
Nearly 90% of Asia Pacific revenue came from retail. China
and Hong Kong both delivered double-digit comparable
store sales growth in the year, while Korea remained weak.
A net seven stores were opened in the region, focused on
upgrading the store portfolio in China and in flagship markets
including Hong Kong, with new stores in Pacific Place and
Russell Street.
Europe
Retail accounted for nearly 70% of Europe revenue. Following
a strong first quarter, comparable store sales growth was
broadly unchanged for the remainder of the period. France
and Germany were robust and Italy remained weak. The
United Kingdom, Burberry’s home market, accounted for
over 40% of Europe retail revenue and delivered good
overall growth, driven by the investment in London stores
(Regent Street and Knightsbridge mens).
New store openings were largely in flagship markets,
including London, Milan and Rome, which typically benefit
more from travelling luxury customers.
Americas
About two-thirds of Americas revenue came from retail.
Low single-digit comparable store sales growth in the
year was weighted towards the second half. Approaching
10% of Americas retail revenue came from outside the
United States, with five stores in Canada, seven in Brazil
and two in Mexico at the year end.
Store openings included the rebuilt Chicago flagship,
a further store in San Francisco and four openings in Brazil.
Rest of World
Retail accounted for nearly 60% of revenue for Rest of World,
with 30 stores at the year end (23 in the Middle East
and seven in India). Although uneven, high single-digit
comparable store sales growth was achieved in the year,
led by India.
55
Financial Review
Licensing
5% of revenue (2012: 6%); of which just over 60% is from
Japan (split roughly 85% apparel and 15% from three
remaining short-term accessories licences), with the
balance from global product licences (fragrance, eyewear
and watches) and European wholesale childrens.
· Licensing revenue down 1% on an underlying basis
(up 1% at reported FX).
· Consistent with full year guidance.
· Fragrance and beauty taken in-house from 1 April 2013.
At constant exchange rates, royalty income from Japan
was down compared to last year. Income from the apparel
licence, which expires in June 2015, increased slightly,
reflecting higher minimum payments, offset by the planned
termination and downsizing of the remaining short-term
accessories licences in Japan.
Global product licences delivered double-digit percentage
growth. Product launches included Body Tender fragrance,
the Aviator and Splash sunglasses collections and
The Britain watch, starting the realignment of Burberry
watches with the brand’s luxury positioning.
Burberry began directly operating fragrance and beauty
from 1 April 2013. The royalty revenue (£27m in FY 2013)
from this product category will no longer be received.
Wholesale
24% of revenue (2012: 26%); generated from sales
to department stores, multi-brand specialty accounts,
65 franchise stores and Travel Retail.
· Wholesale revenue increased by 1% underlying
(down 1% at reported FX).
· H1: up 5% underlying; H2: down 3% underlying
as guided.
· Growth in North America, Asia Travel Retail
and emerging markets offset by continued planned
account and product rationalisation.
· Outerwear and mens outperformed other products.
Asia Pacific
Good growth was achieved during the year in Travel Retail,
despite weakness in Korea.
Europe
Europe remains the Group’s largest wholesale region at
nearly 40% of wholesale revenue. Revenue was impacted
by weak demand from domestic customers, especially in
Italy, coupled with continuing planned rationalisation of
small specialty accounts for brand and credit reasons.
Americas
The Americas is about one-third of Group wholesale
revenue. Sales to North American department store
customers again performed strongly, despite the greater
impact of withdrawing entry price point products in core
accessories and outerwear than in other regions.
There was a further expansion of dedicated shop-in-shops
during the year, reflecting brand segmentation initiatives
with key customers.
Rest of World
Wholesale revenue in Rest of World, which is mainly
to franchise partners, saw good growth.
At the year end, Burberry had 65 franchise stores,
a net increase of eight during the year, including
in Jordan, Kazakhstan, Latvia, Estonia and Georgia.
56
Financial Review
Operating profit analysis
Adjusted operating profit
£ million
Retail/wholesale
Licensing
Adjusted operating profit
Adjusted operating margin
Year to 31 March
% growth
2013
335.6
92.5
428.1
21.4%
2012
286.9
90.0
376.9
20.3%
reported FX
17
3
14
underlying
17
1
13
Adjusted operating profit increased by 14% to £428.1m, including a £2.9m translation benefit.
Adjusted retail/wholesale operating profit
£ million
Revenue
Cost of sales
Gross margin
Gross margin
Operating expenses
Adjusted operating profit
Operating expenses as % of revenue
Adjusted operating margin
On 8% revenue growth, retail/wholesale adjusted operating
profit increased 17% to £335.6m, resulting in a 140 basis
point improvement in operating margin to 17.8%. This
included a £12m benefit from a lower performance-related
pay charge, due in part to the external environment being
more challenging than budgeted. Without this benefit,
adjusted operating margin would have been 17.1% compared
to 16.4% in FY 2012.
Gross margin increased by 250 basis points, driven by
modest price increases, FX benefits on sourcing, improved
inventory management and the mix shift to retail.
The operating expenses to revenue ratio increased by 110
basis points, driven in part by the shift to retail. Of the £94m
increase, over half related to net new space. Spending by
the largest corporate functions (marketing, IT, product
and design) was tightly controlled, falling marginally as
a percentage of sales, funding further investment in areas
including digital.
Year to 31 March
2013
1,889.3
(556.7)
1,332.6
70.6%
(997.0)
335.6
52.8%
17.8%
2012
1,748.6
(558.3)
1,190.3
68.1%
(903.4)
286.9
51.7%
16.4%
Licensing operating profit
£ million
Revenue
Cost of sales
Gross margin
Gross margin
Operating expenses
Operating profit
Operating margin
% change
reported FX
8
0
12
(10)
17
Year to 31 March
2013
109.4
–
109.4
100%
(16.9)
92.5
84.6%
2012
108.6
–
108.6
100%
(18.6)
90.0
82.9%
Licensing revenue declined by 1% on an underlying
basis (up 1% at reported FX). With lower expenses,
operating profit increased slightly to £92.5m, including
a £1.7m FX benefit.
57
Financial Review
Taxation
In FY 2013, Burberry had a tax charge of £91.5m
(2012: £100.6m), giving a tax rate on adjusted profit
of 25.8% (2012: 26.7%). Tax on exceptional items has
been recognised as appropriate. The resulting effective
tax rate on reported profit is 26.1% (2012: 27.5%).
The tax rate on adjusted profit for FY 2014 is currently
expected to be about 25%.
Net cashflow
Cash inflow from operations was £523m, an increase of
£40m over last year. This funded significant investment
during the year, with capital expenditure of £176m
(2012: £153m) and £144m to terminate the fragrance
and beauty licence relationship. Other major outflows
were dividends (£114m) and tax (£99m). Net cash at
31 March 2013 was £297m (2012: £338m).
Inventory at 31 March 2013 was £351m. Excluding Beauty
(£9m), this was a 7% increase year-on-year at constant
exchange rates, compared to 12% retail sales growth.
Exceptional items
£ million
Termination of licence relationship
Restructuring credit
China put option liability
finance credit/(charge)
Year to 31 March
2013
(82.9)
0.6
5.2
(77.1)
2012
–
–
(10.2)
(10.2)
During the year, £82.9m has been recognised as an
exceptional item relating to the termination of the
fragrance and beauty licence relationship.
· Of the Euro 181m termination payment, £70.9m has been
capitalised as an intangible asset and will be amortised
on a straight-line basis over the period 1 April 2013 to
31 December 2017. This intangible asset relates to the
present value of the anticipated incremental income from
fragrance and beauty which will be earned by the Group
up to 31 December 2017. The annual amortisation charge
is expected to be £15m.
· The remaining £71.3m has been recognised as
an expense, together with related costs of £2.7m.
It is anticipated that this value will be recovered through
increased income from fragrance and beauty beyond
31 December 2017.
· Set up costs of £8.9m were incurred during the second
half of the year as Burberry prepared for the transition
to direct control. These included marketing, product
registration and headcount costs.
The restructuring credit of £0.6m relates to the release
of a provision held in respect of the cost efficiency
programme announced in January 2009.
The China put option liability finance credit/(charge) relates
to fair value movements on the put option liability over the
non-controlling interest in the acquired Chinese business.
The credit in the full year was £5.2m (2012: £10.2m charge).
58
Financial Review
Outlook
Retail
In the year to 31 March 2014, Burberry plans to open
about 25 mainline stores and close about 15, while opening
about ten concessions and closing about the same number.
Openings are biased towards the evolution of the portfolio
in China and further expansion in Latin America. Following
two years of above average space growth, net new openings
are planned to contribute low to mid single-digit percentage
growth to retail revenue in FY 2014.
Wholesale
Excluding Beauty, Burberry expects underlying wholesale
revenue to decrease by about 10% in the six months to
30 September 2013 (2012: £253m). Wholesale customers
globally planned more conservatively for Autumn/Winter
2013 and there is a continuing impact from Burberry’s
strategic rationalisation of wholesale accounts (particularly
in Europe) and entry price products (particularly in
North America).
In addition, and as previously guided, with Burberry directly
operating Beauty from 1 April 2013, wholesale revenue of
about £140m and incremental retail/wholesale operating
profit of around £25m is still expected in FY 2014. This will
be weighted towards the second half, reflecting the impact
in the first half of the move from licence to direct operation.
Licensing
In the year to 31 March 2013, licensing revenue, excluding
£27m royalty income from fragrance and beauty, was £82m.
In the year to 31 March 2014, Burberry expects growth from
this level to be slightly positive at constant exchange rates
and broadly unchanged at reported exchange rates, with
the difference in growth rates largely reflecting the impact
of the Japanese Yen hedge rate.
In FY 2014, royalty income from Japan is expected
to be broadly unchanged at constant exchange rates
year-on-year, with higher minimum payments from the
apparel licence offset by ongoing rationalisation of the
three remaining accessories licences. The two global
product licences (watches and eyewear) are expected
to deliver double-digit percentage growth.
Retail/wholesale profit
For FY 2014, the aim is to modestly increase on the
operating margin achieved in FY 2013, which was 17.1%
without the £12m benefit of a lower performance-related
pay charge. Reflecting the evolution and phasing of the
business, adjusted PBT for the six months to 30 September
2013 is currently expected to be below the level of the prior
year (£173m):
· Revenue continues to be weighted to the second half.
· First half wholesale revenue, excluding Beauty,
expected to be down 10% underlying, as guided.
· H1 2012 benefited from a £15m lower performance-
related pay charge, as previously disclosed.
· Beauty is expected to be dilutive in H1 2013, reflecting
the short-term impact of the transition to direct operation.
Store portfolio
At 31 March 2012
Additions
Closures
At 31 March 2013
Store portfolio by region
At 31 March 2013
Asia Pacific
Europe
Americas*
Rest of World
Total
Directly-operated stores
Stores
192
23
(9)
206
Concessions
208
22
(16)
214
Outlets
44
10
(5)
49
Directly-operated stores
Stores
58
42
78
28
206
Concessions
153
58
2
1
214
Outlets
12
20
16
1
49
Total
444
55
(30)
469
Total
223
120
96
30
469
Franchise
stores
57
11
(3)
65
Franchise
stores
15
30
3
17
65
* Three franchise stores in the Americas are in Mexico.
59
Principal Risks
PRINCIPAL
RISKs
Effective management of risk is essential to the execution of the
Group’s strategic themes, the achievement of sustainable shareholder
value, the protection of the brand and ensuring good governance.
The key steps the Group takes to address these principal
risks are described in the table under ‘Mitigation’. It is not
possible for the Group to implement controls to respond
to all the risks it may face, and the steps the Group has
taken to address certain risks (including those listed) may
not manage these risks effectively.
The principal risks are not listed in order of significance
and each of the risks should be considered independently.
If more than one of the events contemplated by the risks set
out occur, it is possible that the combined overall impact
of such events may be compounded.
Since the last annual report, the Group’s assessment
of its principal risks has incorporated the following:
·
·
·
the macroeconomic outlook has worsened with
expectations for global economic growth reducing,
adversely impacting consumer confidence and
sales growth;
the expiration of the Japan licence in 2015 will result
in the loss of significant revenue to the Group. The Group
is preparing plans for its business in Japan following
the expiration of the licence; and
the Group has been directly operating its Beauty
business since 1 April 2013. However, ongoing activity
to integrate this business into the Group could divert
management resources with an adverse impact
on the Group’s other businesses.
The Board has overall responsibility for determining the
nature and extent of the significant risks it is willing to take
in achieving its strategic objectives (its risk appetite), and
for ensuring that risks are managed effectively. The Board
has delegated to the Audit Committee the responsibility
for reviewing the effectiveness of the Group’s systems of
internal control and risk management methodology.
As part of this review, the Audit Committee considers the
principal risks facing the Group and the nature and extent
of these risks. The Group’s Internal Audit and Risk
Assurance function facilitates a risk assessment process
in each key business area and global support function
to review the significant risks facing its operations and to
record the relevant controls and actions in place to mitigate
these. The detailed assessments are then consolidated
to provide input into the overall Group risk assessment. See
the Corporate Governance Report for further details of the
Group’s risk management processes and internal controls.
The Board and the executive management team use a
combination of different and complementary skills to assess
the risks facing the business. In determining its risk appetite
the Board considers a variety of information when reviewing
the Group operations and in approving key matters reserved
for its decision. This information includes:
· updates provided by senior management on key strategic
and operational matters;
·
information provided for the purposes of deciding whether
to approve those significant matters which have been
reserved for the Board; and
· Group risk assessments facilitated by the Group’s Internal
Audit and Risk Assurance Function and the reports of the
external auditors.
The risks set out in the table on the following pages represent
the principal risks and uncertainties which may adversely
impact the performance of the Group and the execution of
its key strategic themes. Other factors could also adversely
affect Group performance and so the risks set out should
not be considered to be a complete set of all potential risks
and uncertainties.
60
Principal Risks
Risk
Impact
Mitigation
Sustained economic slowdown.
Loss of key management or the
inability to attract and retain
key employees.
The Group’s performance remains
strong; however, the sustained
economic slowdown has: (i) reduced
consumer wealth leading to a
reduction in demand; (ii) impacted the
financial stability of suppliers and their
ability to secure finance which could
disrupt the Group’s supply chain
or lead to an increase in bad debts;
and (iii) impacted the financial stability
and recovery of banks and other
financial institutions, all of which
could adversely impact sales
and profitability.
The loss of key individuals or the
inability to recruit and retain individuals
with the relevant talent and experience
would disrupt the operation of the
business and adversely impact the
Group’s ability to deliver its strategies.
A substantial proportion of Group
profits is reliant upon its licensed
business in Japan and other key
licensed product categories.
The licence with Sanyo Shokai and
Mitsui & Company in Japan expires in
2015, whereupon the royalty income
under the licence will cease.
The global reach of the Group helps to mitigate local economic
risks. In addition, the Group’s financial reporting and review
processes are designed to highlight any change in ongoing
sales performance. Counterparty credit checks are in place
for all key customers and suppliers, and flexible payment
terms are used to assist suppliers as required. Group Treasury
monitors the credit ratings of financial institutions which hold
Group deposits to enable the Group to take appropriate action
should there be a downgrade in their credit ratings.
Competitive incentive arrangements currently exist, with
specific initiatives in place designed to retain key individuals.
Recent regulatory changes may make it more difficult to
remain competitive in the global market for executive talent.
Recruitment is ongoing and talent review and succession
planning programmes are in place and have been updated
during the year.
The Group is preparing plans for the transition of its business
in Japan following the expiration of the licence.
To minimise risks in Japan the Group has its own operations
in Tokyo.
The Group expects licensees to
maintain operational and financial
control over their businesses. Should
licensees fail to manage their
operations effectively or be affected by
a major incident, the royalty income
may decline, directly impacting
Group profits.
There are minimum royalty payments specified in its licence
agreements, including the apparel licence with Sanyo Shokai
and Mitsui & Company. Under its licence agreements, the
Group can control product development, marketing and
distribution. Regular licensee royalty reviews take place to
monitor compliance with licence terms, which can manage but
not eliminate non-compliance.
The risk has been reduced due to the integration of the
Beauty business.
The Group’s operations depend on
IT systems and operational
infrastructure in order to trade
efficiently. Increasingly technology
is also being used to stream major
events and to communicate through
social media.
A failure in these systems or a denial of
service could have a significant impact
on the Group’s operations and
reputation, and potentially result in the
loss of sensitive information.
A number of controls to maintain the integrity and efficiency of
the Group’s IT systems are in place, including recovery plans
which would be implemented in the event of a major failure.
The IT disaster recovery plans are tested on a regular basis.
IT security is continually reviewed and updated and third party
IT security specialists are used to regularly test these controls.
Failure by the Group or
associated third parties to act
in accordance with ethical
and environmental standards.
A failure to act appropriately could
result in penalties, adverse press
coverage and reputational damage
with a resulting drop in sales and profit.
A number of initiatives are in place, led by the Corporate
Responsibility function. These include the continuing activities
set out in the Great Brand, Great Company section.
Over-reliance on key vendors.
The Group relies on a small number of
vendors in key product categories, and
for specialist digital and IT services.
Failure of one of these businesses
to deliver products or services
would have a significant impact
on business operations.
The Group continues to strengthen its supply chain
management function to enable it to evolve and develop its
manufacturing base to reduce dependence on key vendors.
The Group has continued to strengthen its internal digital and
IT teams and continues to facilitate knowledge transfer to
internal resources. Annual financial checks are carried out on
all key vendors.
62
Principal Risks
Risk
Impact
Mitigation
The failure to adequately complete
the Beauty transition would
adversely affect the Group’s return
on investment. In addition, this
incremental activity could divert
management resources resulting in
an adverse impact on the Group’s
existing business.
Major incidents such as natural
catastrophes, global pandemics
or terrorist attacks affecting
one or more of the Group’s key
locations could significantly
impact its operations.
A failure by the Group to deliver
revenue and profit performance.
The Group has established Beauty as the fifth product
division staffed by industry experts from both within
and outside the organisation with priority being placed
on sourcing, distribution and regulatory compliance.
A major incident at a key location could
significantly impact business
operations, with the impact clearly
varying depending on the location and
its nature. The impact of the loss of a
distribution hub would clearly differ
from a global pandemic, but both
would impact revenue and profits.
Business continuity plans are in place to mitigate operational
risks, but cannot ensure the uninterrupted operation of the
business, particularly in the short-term. The regional spread
of the Group’s key distribution hubs also helps to mitigate risk.
There is a Group incident management framework in place that
addresses the reporting and management of major incidents,
and this is tested each year using third party specialists in this
field. Tailored plans have also been produced during the year
for a number of high impact events.
The significant growth and pace of
change within the business puts
pressure on both internal and
external resources.
Failure to effectively manage the pace
of change will inevitably adversely
impact the Group’s operations and
return on investment.
Governance processes are in place for each major strategic
initiative and these are supplemented by regular meetings
with senior management to review operational performance.
Management and operational structures are continually
reviewed to ensure that these support the Group’s growth.
Failure to comply with these
requirements could leave the Group
open to civil and/or criminal legal
challenge, significant penalties
and reputational damage.
The Group continually monitors and seeks to improve
its processes to gain assurance that its licensees, suppliers,
franchisees, distributors and agents comply with the Group’s
contractual terms and conditions, its ethical and business
policies and relevant legislation.
The Group’s operations (including
now its Beauty division) are subject
to a broad spectrum of regulatory
requirements in the various
jurisdictions in which the Group
operates. The pace of change and
the consistency of application of
legislation can vary significantly
across these jurisdictions,
particularly in an environment
where public sector debt is often
high and tax revenues are falling.
Specialist teams at Group and regional level, supported
by third-party specialists where required, are responsible
for ensuring employees are aware of regulations relevant to
their roles. A number of these teams were strengthened
during the year. Assurance processes are in place to monitor
compliance, with results being reported to the Group Risk
Committee and Board Audit Committee.
The Group uses the services of professional consultants
to advise on legal and regulatory issues when entering new
markets, to undertake due diligence and to monitor ongoing
developments. The Group works with franchisees or partners
who compensate for its relative lack of experience in a number
of these markets.
The Group’s global Brand Protection team has continued
to expand during the year to enable the Group to strengthen
its brand protection efforts in a number of high risk markets,
including in the digital environment. Given the Group’s
emphasis on digital innovation the team places a particular
focus on this area.
Where infringements are identified these are addressed
through a mixture of criminal and civil legal action and
negotiated settlement.
IP rights are driven largely by national laws which afford
varying degrees of protection and enforcement priorities
depending on the country. Consequently, the Group
cannot necessarily be as effective in all jurisdictions
in addressing IP issues.
The Group operates in a number
of emerging markets which are
typically more volatile than
developed markets, and are subject
to changing economic, regulatory,
social and political developments
that are beyond the Group’s control.
Infrastructure and services also
tend to be less developed.
Seizure of assets or staff. Related
party business practice that is
inconsistent with the Group’s
ethical standards and the UK
regulatory environment. Increased
operational costs due to country
specific processes driven by the
regulatory environment.
Unauthorised use of the
Group’s trademarks and other
proprietary rights.
Trademarks and other intellectual
property (IP) rights are fundamentally
important to the Group’s reputation,
success and competitive position.
Unauthorised use of these, as well as
the distribution of counterfeit products,
damages the Burberry brand image
and profits.
63
Great brand,
Great company
GReat brand,
great company
Burberry believes that to be a great brand, it must also be a great company.
Burberry constantly leverages the energy of its creative thinking culture for positive
change, from its own organisation, to its business partnerships, wider community
engagement and societal and environmental impact. Commitment to its extended
global community is at the heart of the Burberry core values: to Protect, Explore and
Inspire, and the business strives to evolve its practices in line with these principles.
1%
830
65%
20%
1% of Group profit before
tax donated to charitable
causes, the majority to the
Burberry Foundation
Over 830 audits, visits and
trainings conducted in the
global supply chain
Tanneries supplying more
than 65% of accessories
leather are engaged in
Burberry’s environmental
management programme
Further 20% increase
in uptake of global
Sharesave Scheme
8,000
155
700
8,000 hours dedicated to
volunteering by associates
in 55 cities
155 young people
participated in Burberry
Create, an immersive
six-week creative training
and employability
programme, delivered
by Burberry associates
700 associates recognised
for reaching Long Service
milestone anniversaries
66
Great Brand, Great Company
Burberry
Beyond
Burberry Beyond encompasses all activities relating to Burberry’s commitment to
driving positive social, cultural and environmental impact globally, underpinned
by three pillars: Burberry Impact, Burberry Engage and Burberry Invest.
BURBERRY
IMPACT
BURBERRY
EngAgE
BURBERRY
InvEsT
Leveraging our creative
thinking culture to inspire
sustainable action
Harnessing the passions
and talents of Burberry
associates
Supporting and inspiring
the next generation
of creative thinkers
Burberry Impact
The Burberry Impact programme, covering ethical trade
and environmental sustainability, was introduced as
a five-year commitment to make meaningful and lasting
improvements to workers’ employment and workplace
conditions, as well as to significantly reduce the company’s
environmental impact. These commitments, informed
by baseline assessments, were developed in partnership
with Forum for the Future and with support from the Ethical
Trading Initiative. The programme is supported by
an advisory committee of external expert stakeholders
and the Burberry Strategic Responsibility Council.
relationships. Engagement activities included announced
and unannounced audits; monitoring; continuous
improvement programmes supported by third parties; and
the provision of training and confidential worker hotlines.
Burberry continued to provide suppliers with the necessary
tools and support to ensure compliance with the Burberry
Ethical Trading Policy, including the Burberry Ethical
Trading Code of Conduct. The Code is underpinned by
the United Nations Universal Declaration of Human Rights,
the fundamental conventions of the International Labour
Organisation and the Ethical Trading Initiative base code.
Burberry Impact has four areas of focus: people, product,
process and property.
number of audits, supplier visits, training sessions,
improvement programme and hotline training visits
People
Burberry expects all its suppliers to comply with local
labour and environmental laws and the Burberry Ethical
Trading Code of Conduct, providing their workers with
safe working conditions and fair pay, and allowing them
to exercise their right to freedom of association and
collective bargaining.
Further integration of ethical trade principles into
commercial decision making continued to be a focus
across the business, with opportunities identified
to improve labour standards through strong supplier
839* +11%
2013
2012
2011
839 *
756
721
Recognising the importance of workers in protecting
workplace rights, the rollout of NGO-run confidential worker
hotlines was extended. Currently 70* factories offer hotline
access, giving 30,000* workers a free and confidential
consulting, counselling and whistleblowing line.
68
Great Brand, Great Company
Across its supply chain, Burberry endeavours to work
through multi-stakeholder dialogue to contribute to
sustainable change. Burberry continued to collaborate
with peers and stakeholders, including Business
for Social Responsibility and the UN Global Compact,
as well as through its membership of the tri-partite
Ethical Trading Initiative.
Product
Burberry initiated an environmental baseline assessment
of both direct and indirect carbon dioxide equivalent (CO2e)
impacts from raw materials, energy, water, chemical inputs
and waste. This detailed analysis enabled the identification
of risks and priority areas for the business to focus reduction
efforts at a regional, functional and raw material level.
Environmental Baseline Assessment*
(A/W11 and S/S13 as % of CO2e)
2%
10%
20%
12%
13%
29%
14%
Raw materials
Finished raw materials
Manufacturing
Distribution
Corporate and Retail
Consumer use
Packaging
Together, cotton and leather represent 57% of CO2e^ from
Burberry raw materials. Building collaborative partnerships
with the suppliers of these materials is therefore critical
to achieving Burberry’s product commitments. Working
closely with other luxury brands and the Leather Working
Group, Burberry committed to monitoring and improving
the environmental management and traceability in its
leather supply chain, working with tanneries supplying
more than 65%^ of accessories leather.
Process
Burberry is committed to driving more sustainable
outcomes throughout its worldwide operations.
Reflecting its commitment to reducing energy consumption
across the supply chain, Burberry conducted energy
efficiency assessments at key vendor sites and distribution
centres, which account for almost one-third of CO2e^
identified in the environmental baseline assessment.
Property
Leveraging the sustainability expertise of the Burberry
construction team is crucial to the continued pursuit
of more sustainable construction practices and energy
efficiency in both existing and new buildings.
Pilot energy saving schemes were introduced after store
audits identified up to 65% kilowatt hours^ of potential
energy savings in selected stores. The new Chicago
flagship store achieved LEED Silver certification, using
innovative technologies to increase efficiency.
Recognising that associate education and engagement
is critical to achieving Burberry’s energy efficiency targets,
a training programme was established and supported by
a global challenge encouraging the submission of creative
ideas for sustainable action.
Global buildings energy CO2
(CO2 kgs per £1,000 turnover)
20* +5%
2013
2012
2011
20 *
19
21
Burberry Engage
Leveraging core business competences and individual
talents in the communities where associates live and work
remains a key objective. Burberry continued to encourage
its associates to connect with the Burberry Beyond
framework, extending its positive impact in new and
existing locations. Eight taskforces were established to
dynamically embed the framework into ways of working
across the global organisation.
Associates were encouraged to dedicate their skills and
passions during working hours to volunteering programmes,
harnessing their talents to give back to local communities.
2,300^ associates in 55^ cities dedicated over 8,000* hours
to inspire young people in their local communities.
69
Great Brand, Great Company
Employee volunteering hours
Time volunteered by Burberry associates
Community donations £
Direct contributions made by Burberry
8,000* +45%
£4.3m* +16%
2013
2012
2011
8,000 *
5,500
3,700
2013
2012
2011
4.3*
3.7
3.0
Burberry Invest
Burberry Invest supports innovative organisations
and programmes in Burberry’s communities worldwide,
combining associates’ dedication, knowledge and creativity
with corporate financial support and in-kind donations.
governance
A global governance system connects Burberry’s global
community on people issues, ethical trading, community
investment and environmental sustainability policies
and initiatives.
Burberry donates 1%* of Group profits before tax to
charitable causes, the majority to the Burberry Foundation
(UK registered charity number 1123102), an independent
charity that aims to help young people realise their dreams
and potential through the power of their creativity.
The Foundation has partnered with 32 charities to directly
and indirectly inspire over 75,000 young people since
it was established in 2008. Today, the Foundation is active
in 14 cities around the world.
The Chief Corporate Affairs Officer is responsible for ethical
trade, community and environmental sustainability matters
and reports on these topics to the Group Risk Committee
and the Board. He also chairs the Strategic Responsibility
Council and sits on the Supply Chain Risk Committee.
An advisory board of external stakeholders was established
in 2012 to oversee the Burberry Impact Strategy for ethical
trade and environmental sustainability.
In addition to financial support, the Foundation made
in-kind donations ranging from non-trademark fabric
and materials to assist young people enrolled in art
and design courses, to the annual Christmas Coat
Donation programme, benefiting disadvantaged young
people around the world. Total coat donations since
its launch in 2008 reached 10,000.
To reflect the Company’s continued expansion, Burberry
strengthened its health and safety team and resources
globally. Occupational health and safety compliance
is reviewed tri-annually in stores and annually in offices
and supply chain sites. All improvement plans are monitored
by the Global Health and Safety Committee, chaired
by the Executive Vice President, Chief Financial Officer.
The Foundation launched Burberry Create, a bespoke six
to eight week creative training and employability programme,
delivered by Burberry associates at corporate locations
worldwide. Designed to leverage the full range of Burberry’s
competences to develop young people’s creative thinking
and problem solving skills through practical work experience,
business challenges and mentoring, the programme
enriched the lives of 155^ young people in London,
New York, Hong Kong, Shanghai and Beijing.
External assurance and performance indicators
To provide confidence in the Burberry Beyond metrics,
Burberry appointed Deloitte LLP to review selected
sustainability key performance indicators (denoted with * )
and to provide limited assurance using the International
Standard on Assurance Engagements (ISAE) 3000. Deloitte
LLP has assertion tested the indicators (denoted with ^ ).
See the full independent assurance statement
and the basis of reporting at www.burberryplc.com.
Burberry continued to support the next generation
of creative talent through multi-year scholarship funds
at the Royal College of Art in the UK and Ball State
University in the US.
In response to the devastation caused by Hurricane Sandy
in October 2012, the Burberry Foundation and its associates
assisted with the rebuilding of lives and communities in the
most impacted areas of New York and New Jersey.
70
Great Brand, Great Company
OUR
People
Burberry recognises that its people are its greatest asset and constantly strives
to attract the best talent worldwide, to provide meaningful development
opportunities at all levels and to reward and recognise high performance.
Recruit
Burberry maintained its commitment to diversity
and equal opportunities in recruitment. Nearly 10,000
associates from over 100 countries are now employed
across all continents, with an age span from 16 to 77
and a global management team that is 37% female.
The diversity within the Burberry community underpins
its energy, vibrancy and connectedness.
Following the establishment of a new Resourcing
Centre of Expertise in 2011/12, applications increased
by 70% year-on-year and 82% of all recruitment globally
was conducted directly.
Increased use of social media directly impacted these
results. On LinkedIn, Burberry’s followers increased
by 250%, leading to applications from the site accounting
for 6% of global direct recruitment. In addition to being
ranked LinkedIn’s 29th most in-demand employer globally,
Burberry was the ‘most-watched’ midsize company
by UK students.
Retain
Burberry continued to enhance its retail teams and secure
a talent pipeline for the future. A pilot Retail Management
Programme was launched to prepare retail associates
for a career in store management, through a series
of assignments, masterclasses and mentoring support.
An extended and improved new associate on-boarding
programme was rolled out in London, New York and Hong
Kong, including regular and consistent pre-communication,
defined training modules and in-depth insight into the
Burberry culture and values over a three-month period.
The Burberry Leadership Council supported the
development of 75 high potential associates towards
becoming next-generation leaders through international
networking opportunities, global strategy off-sites, mentoring
from senior executives and leadership training workshops.
Reward
Burberry continued to strengthen the link between reward
and performance across the organisation, with all
associates in a bonus or incentive scheme and able to
share in the success of the business through the All
Employee Free Share Plan. Accessibility was improved
for the global SAYE programme, complementing existing
online applications with the UK launch of text and
telephone requests, which contributed to a 20% increase
in global take-up.
The Icon Awards programme, which recognises exceptional
performance at all levels of the company, reached its sixth
anniversary. A record 10,000 nominations were received
globally and 97 awards were presented across four regions,
in categories inspired by the Burberry brand, heritage and
core values.
The Long Service Awards scheme celebrated the loyalty
and commitment of around 700 associates who reached
milestone service anniversaries with Burberry, including
15 associates with 30 years' service or more.
Reinvent
A new, fully cross-functional and global team was
established to integrate Beauty into the wider organisation.
This was achieved through strategic recruitment of Beauty
expertise and the reallocation of talent within the business.
Regional accountability for organisational design and
development was ensured, reflecting the diverse markets
in which Burberry operates.
The technology function was also evolved to support
the Beauty integration, with strategic competences
brought in-house.
71
Corporate
Governance
Corporate Governance
Board of
Directors
Chairman
Sir John Peace (64)†
Chairman
Sir John Peace has been Chairman of the Board since June
2002 and is also Chairman of the Nomination Committee.
He is Chairman of Standard Chartered PLC and Experian plc.
Previously he was Group Chief Executive of GUS plc from
2000 until 2006. Sir John is Lord-Lieutenant of Nottinghamshire
and was knighted in 2011 for services to business and the
voluntary sector.
Executive Directors
Angela Ahrendts (52)†
Chief Executive Officer
Angela Ahrendts became Chief Executive Officer in July
2006, having served as an executive director since January
2006. Angela previously held various senior appointments,
including the position of Executive Vice President at
Liz Claiborne Inc between 1998 and 2006, Executive Vice
President of Henri Bendel from 1996 to 1998 and President
of Donna Karan International from 1989 to 1996.
Stacey Cartwright (49)
Executive Vice President, Chief Financial Officer
Stacey Cartwright became Executive Vice President,
Chief Financial Officer in June 2008 having joined as Chief
Financial Officer in March 2004. Stacey is a non-executive
director of GlaxoSmithKline plc. She was previously Chief
Financial Officer at Egg plc and held various finance related
positions at Granada Group plc. Stacey will step down as a
director at the conclusion of the Annual General Meeting on
12 July 2013, and will end her employment with the Group
on 31 July 2013.
John Smith (55)
Chief Operating Officer
John Smith became Chief Operating Officer in March 2013,
having previously been a non-executive director from
December 2009. John was Chief Executive of BBC Worldwide
from 2004 to 2012. John joined the BBC in 1989, where he
held the positions of Chief Operating Officer, Director of
Finance, Property & Business Affairs and Finance Director.
He previously served as a non-executive director of Severn
Trent plc and Vickers PLC, and on the Accounting
Standards Board from 2001 to 2004.
Key to membership of committees
* Audit Committee
† Nomination Committee
‡ Remuneration Committee
Back row: Ian Carter, John Smith, Stephanie George, David Tyler, Philip Bowman
Front row: Angela Ahrendts, Sir John Peace, Stacey Cartwright
Non-Executive Directors
Philip Bowman (60)*†‡
Senior Independent Director
Philip Bowman was appointed as a non-executive director
in June 2002 and is the Senior Independent Director and
Chairman of the Audit Committee. Philip is Chief Executive
of Smiths Group plc. He previously held the positions
of Chief Executive at Scottish Power plc and Chief
Executive at Allied Domecq plc. His earlier career included
five years as a director of Bass plc. He was previously
Chairman of Liberty plc and Coral Eurobet plc and a non-
executive director of Scottish & Newcastle plc and British
Sky Broadcasting Group plc.
Ian Carter (51)*†‡
Non-Executive Director
Ian Carter was appointed as a non-executive director in
April 2007 and is Chairman of the Remuneration Committee.
He is President of Hilton Hotels Corporation Global
Operations. Previously Ian was CEO of Hilton International
Company and Executive Vice President of Hilton Hotels
Corporation, and a director of Hilton Group plc until the
acquisition of Hilton International by Hilton Hotels
Corporation in February 2006. He previously served as
an Officer and President of Black & Decker Corporation
between 2001 and 2004.
Stephanie George (56)*†‡
Non-Executive Director
Stephanie George was appointed as a non-executive
director in March 2006. She also sits on the Board
of Lincoln Center. Previously Stephanie was Executive Vice
President and Chief Marketing Officer at Time Inc. Before
this, Stephanie spent 12 years at Fairchild Publications,
first as publisher of W magazine and then as President,
Women’s Wear Daily Media Worldwide.
David Tyler (60)*†‡
Non-Executive Director
David Tyler was appointed as a non-executive director
in June 2002, having been a director of the Company since
1997. He is currently Chairman of J Sainsbury plc and
Chairman of Hammerson plc. David was Group Finance
Director of GUS plc from 1997 until its demerger in
October 2006, Chairman of Logica plc from 2007 to 2012
and Chairman of 3i Quoted Private Equity plc from 2007
to 2009. He was a non-executive director of Experian plc
from 2006 to 2012 and Reckitt Benckiser Group plc from
2007 to 2009. Earlier in his career, David worked at Unilever
plc, County NatWest Limited and Christie’s International plc.
76
Corporate Governance
Directors’
report
The directors present their Annual Report and the audited consolidated
financial statements of the Company for the year to 31 March 2013.
Business review
Burberry Group plc is required to set out in this report
a fair review of the business of the Group during the year
to 31 March 2013 and of the position of the Group at the
end of the financial year and a description of the principal
risks and uncertainties facing the Group (known as a
‘business review’). The purpose of the business review
is to enable shareholders to assess how the directors have
performed their duty under section 172 of the Companies
Act 2006 (the duty to promote the success of the company).
The Chairman’s letter on page 7, the Chief Executive
Officer’s letter on pages 8 to 11, the Burberry Group
Overview and Strategic Themes sections on pages 24 to 51
and the Financial Review on pages 54 to 59 report on the
activities and results for the year and give an indication
of the Group’s future developments. The corporate
responsibility (Burberry Beyond) and Our People report
is set out in the Great Brand, Great Company section on
pages 66 to 71. A description of the principal risks and
uncertainties facing the Group is included on pages 60
to 63. The Corporate Governance Report is set out on
pages 82 to 92 and the Directors’ Remuneration Report
is on pages 93 to 104. The sections of the Annual Report
referred to above fulfil the requirements of the business
review and are incorporated by reference and shall be
deemed to form part of this report.
Principal activities
Burberry Group plc is a holding company. The Group
designs and sources luxury apparel and accessories,
selling through a diversified network of retail (including
digital), wholesale and licensing channels worldwide.
Revenue and profit
Revenue from the continuing business during the period
amounted to £1,998.7m (2012: £1,857.2m). The profit for
the year attributable to equity holders of the Company
was £254.3m (2012: £263.3m).
Dividends
The directors recommend that a final dividend of 21.0p
per ordinary share (2012: 18.0p) in respect of the year
to 31 March 2013 be paid on 1 August 2013 to those
persons on the Register of Members as at 5 July 2013.
An interim dividend of 8.0p per ordinary share was paid
to shareholders on 25 January 2013 (2012: 7.0p). This will
make a total dividend of 29.0p per ordinary share in respect
of the financial year to 31 March 2013. The aggregate
dividends paid and recommended in respect of the year
to 31 March 2013 total £126.4m (2012: £109.5m).
Directors
The names and biographical details of the directors that
held office during the year and as at the date of this report
are set out on page 76 and are incorporated by reference
into this report.
At the 2013 Annual General Meeting, all of the directors
will retire and offer themselves for re-election with the
exception of Stacey Cartwright.
The Notice of this year’s Annual General Meeting sets out
why the Board believes the directors should be re-elected.
Details of the directors’ service agreements and letters of
appointment are given in the Directors’ Remuneration
Report on pages 93 to 104.
Directors’ share interests
The interests of the directors holding office at 31 March
2013 in the shares of the Company are shown within the
Directors’ Remuneration Report on page 103. There were
no changes to the beneficial interests of the directors
between the period 31 March 2013 and 20 May 2013.
Directors’ insurance and indemnities
The Company maintains directors’ and officers’ liability
insurance which gives appropriate cover for any legal
action brought against its directors. In accordance with
section 236 of the Companies Act 2006, qualifying
third-party indemnity provisions are in place for the
directors in respect of liabilities incurred as a result of their
office, to the extent permitted by law. Both the insurance
and indemnities applied throughout the financial year
ended 31 March 2013 and through to the date of this report.
Share capital
Details of the issued share capital, together with details
of movements in the issued share capital of Burberry
Group plc during the year are shown in note 22 which
is incorporated by reference and deemed to be part
of this report.
78
Corporate Governance
The Company has one class of ordinary share which carries
no right to fixed income. Each share carries the right to one
vote at general meetings of the Company. The ordinary
shares are listed on the Official List and traded on the London
Stock Exchange. As at 31 March 2013, the Company had
442,160,331 ordinary shares in issue, of which 30,027
were held as treasury shares.
In order to retain maximum flexibility, the Company proposes
to renew the authority granted by ordinary shareholders at
the Annual General Meeting in 2012, to repurchase up to
just under 10% of its issued share capital. Further details are
provided in the Notice of this year’s Annual General Meeting.
At the Annual General Meeting in 2012, shareholders
approved resolutions to allot shares up to an aggregate
nominal value of £73,000 and to allot shares for cash other
than pro rata to existing shareholders. Resolutions will be
proposed at this year’s Annual General Meeting to renew
these authorities.
No person has any special rights of control over the
Company’s share capital and all issued shares are fully paid.
There are no specific restrictions on the size of holding nor
on the transfer of shares which are both governed by the
general provisions of the Articles of Association and
prevailing legislation. The directors are not aware of any
agreements between holders of the Company’s shares that
may result in restrictions on the transfer of securities or
voting rights. The directors have no current plans to issue
shares other than in connection with employee share
schemes.
Details of employee share schemes are set out in note
26. The Burberry Group plc ESOP Trust has waived
all dividends payable by the Company in respect
of the ordinary shares held by it. In addition, the Burberry
Group plc SIP Trust has waived all dividends payable
by the Company in respect of the unappropriated ordinary
shares held by it. The total dividends waived by the
trusts in the year to 31 March 2013 were in aggregate
£1.0m (2012: £0.2m).
With regard to the appointment and replacement
of directors, the Company follows the UK Corporate
Governance Code and is governed by its Articles
of Association, the Companies Act 2006 and related
legislation. The Articles of Association may be amended
by special resolution of the shareholders.
Substantial shareholdings
As at 31 March 2013, the Company had been notified under
Rule 5 of the Disclosure and Transparency Rules of the
following major interests in its issued ordinary share capital:
Blackrock Inc.
The Capital Group Companies, Inc
Thornburg Investment Management
JP Morgan Chase & Co
Schroders plc
FMR LLC
Ameriprise Financial, Inc.
Massachusetts Financial
Services Company
Legal and General Group plc
Number of
ordinary shares
43,198,349
40,656,191
22,193,131
21,578,580
21,666,352
21,867,513
21,664,800
% of total
voting rights
9.92
9.20
5.03
4.99
4.99
4.98
4.97
20,073,645
17,483,873
4.61
3.98
As at 20 May 2013, the Company had not received
any further notifications under Rule 5 of the Disclosure
and Transparency Rules of major interests in its issued
ordinary share capital.
Interests in own shares
Details of the Company’s interests in its own shares
are set out in note 22 to the financial statements.
Charitable donations
During the year to 31 March 2013, the Group donated
£4.3m (2012: £3.7m) for the benefit of charitable causes.
These donations principally comprised cash. Further
information regarding the charitable donations made during
the year are contained in the Great Brand, Great Company
section on pages 66 to 71.
Political donations
The Company made no political donations during the year
in line with its policy (2012: £nil). In keeping with the
Company’s approach in prior years, shareholder approval
is being sought at the forthcoming Annual General Meeting,
as a precautionary measure, for the Company
and its subsidiaries to make donations and/or incur
expenditure which may be construed as ‘political’
by the wide definition of that term included in the relevant
legislation. Further details are provided in the Notice
of this year’s Annual General Meeting.
Employment policies
Diversity and inclusion
The Group takes a very inclusive approach to diversity.
As a global business, we value people of all cultures,
nationalities, races, religions and ethnicities, regardless
of characteristics such as gender, gender identity and/or
expression, age, disability or sexual orientation. Burberry
is passionate about attracting, developing and rewarding
the most talented and skilled individuals, regardless
of background. The Group encourages its employees
to work across functions, geographies and cultures
to enhance understanding and create a connected global
community. As the Group continues to grow globally,
it is building on its long-term commitment to diversity
and inclusion – embracing the cultures of all the countries
where we do business. Burberry is committed to making
79
Corporate Governance
the necessary adjustments to support the employment
of people with disabilities and provide training and
development to ensure they have the opportunity to achieve
their potential. In a situation where an employee becomes
disabled during their employment, the Group will endeavour
to assist the employee by offering additional training,
adapting the job if appropriate or by offering a transfer
to another position.
Health and safety
The Group has a health and safety strategy and policy
approved by the Board and a Global Health and Safety
Committee which is chaired by the Executive Vice
President, Chief Financial Officer. Each region has a local
Committee which reports into the Global Committee.
There have been a number of internal and external audits
carried out to provide assurance. There has been no
enforcement action following a routine visit by inspectors.
Further information regarding the Group’s employment
policies are provided in the Great Brand, Great Company
section on pages 66 to 71.
Employee involvement
Employee communication
The Group believes that employee communication is
important in enhancing the Company culture and connectivity,
and in motivating and retaining employees globally. A
robust global communications programme, incorporating
various physical and digital methods and channels, enables
all employees to connect and collaborate closely, and
ensures they understand key strategies and other matters
of interest and importance, quickly and efficiently.
Social media platform ‘Burberry Chat’ is the key digital
channel used to communicate internally. However,
other methods and channels are also actively leveraged,
including face-to-face briefings, open discussion forums
with senior management, email and instant messaging.
Monthly video updates, highlighting the Group’s performance
and its ongoing strategic initiatives are broadcast globally,
as is the monthly creative thinking programme ‘Burberry
Chat Live’, sharing inspirational interviews with employees
from around the world. Finally, development of content
such as videos and digital web pages to communicate key
initiatives, events and other brand messages, continues to
enhance internal communication, employee connectivity
and the Burberry culture.
Employee share ownership
The Group recognises the importance of good relationships
with employees of all levels and runs incentive schemes
and share ownership schemes for the benefit of employees.
Further details of these schemes are set out in the
Directors’ Remuneration Report on pages 93 to 104.
The Group again intends to grant during 2013/14 free share
awards or cash-based awards to all eligible employees.
The Group also intends, where possible, to invite
employees to take part in the Sharesave Scheme.
Further details on the Group’s approach to employee
involvement and communications are provided in the
Great Brand, Great Company section on pages 66 to 71.
Financial instruments
The Group’s financial risk management objectives
and policies are set out within note 25 to the financial
statements. Note 25 also details the Group’s exposure
to foreign exchange, share price, interest, credit
and liquidity risks. These notes are incorporated
by reference and are deemed to form part of this report.
Creditor payment policy
For all trade creditors, it is the Company’s policy to:
· agree and confirm the terms of payment at the
commencement of business with that supplier;
· pay in accordance with contractual and other legal
obligations; and
· continually review the payment procedures and liaise
with suppliers as a means of eliminating difficulties
and maintaining a good working relationship.
The Company had no trade creditors at 31 March 2013
(2012: £nil).
Significant contracts – change of control
Pursuant to the Companies Act 2006, the directors
disclose that in the event of a change of control
in the Company, the Group’s £300m Revolving Credit
Facility (dated 28 March 2011) could become repayable.
In circumstances of change of control of the Company,
Angela Ahrendts may terminate her employment. Her
entitlement in respect of remuneration in such circumstances
is set out on page 97 of the Directors’ Remuneration Report
and is the same as it would be if her service agreement is
terminated where the Remuneration Committee determines
that Angela Ahrendts’ performance does not meet the
financial expectations of the Board or shareholders.
Details of the service agreements of the executive directors
are set out on page 97 of the Directors’ Remuneration Report.
The provisions of the Company’s employee share plans may
cause options and awards granted under such plans to vest
upon a change of control.
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Corporate Governance
Essential contracts
The Group has a number of contractual arrangements
with suppliers (both of goods and services), wholesale
customers, distributors and licensees who manufacture
and distribute products using the Burberry trademarks,
subsidiary partners and franchisees. In addition, the Group
occupies leasehold premises for the purpose of conducting
its business. Whilst these arrangements are important
to the business of the Group, individually none of them
are essential to the business of the Group and do not require
disclosure under section 417(5)(c) of the Companies Act 2006.
Independent auditors
In accordance with section 418(2) of the Companies
Act 2006, each of the Company’s directors in office
as at the date of this report confirms that:
· so far as the director is aware, there is no relevant
audit information of which the Company’s auditors
are unaware; and
· he or she has taken all the steps that he or she ought
to have taken as a director in order to make himself
or herself aware of any relevant audit information
and to establish that the Company’s auditors are
aware of that information.
The Group’s auditors are PricewaterhouseCoopers LLP.
A resolution to reappoint PricewaterhouseCoopers
LLP as auditors to the Company will be proposed
at the forthcoming Annual General Meeting.
Annual General Meeting
The Annual General Meeting of the Company will be held
at the offices of Slaughter and May, One Bunhill Row,
London EC1Y 8YY commencing at 9.30am on Friday,
12 July 2013. The Notice of this year’s Annual General
Meeting will be available to view on the Company’s website
at burberryplc.com.
The directors consider that each of the proposed resolutions
to be considered at the Annual General Meeting are in the best
interests of the Company and its shareholders as a whole
and are most likely to promote the success of the Company
for the benefit of its shareholders as a whole. The directors
unanimously recommend that shareholders vote in favour
of each of the proposed resolutions, as the directors intend
to do in respect of their own shareholdings.
By order of the Board
Catherine Sukmonowski
Company Secretary
20 May 2013
Registered Office:
Horseferry House
Horseferry Road
London
SW1P 2AW
Note 5 in the financial statements states the auditors’
fees both for audit and non-audit work.
Registered Number: 03458224
Going concern
The Group’s business activities, together with the factors
likely to affect its future development, performance and
position are set out in the Financial Review on pages 54 to
60, along with details of the Group’s cash flows. Details of
the Group’s liquidity position and borrowing facilities are
described in notes 18 and 21. Financial risk management
objectives, details of financial instruments and hedging
activities, and exposures to credit risk and liquidity risk are
described in note 25.
The directors have reviewed the Group’s forecasts and
projections. These include the assumptions around the
Group’s products and markets, expenditure commitments,
expected cash flows and borrowing facilities. Taking into
account reasonably possible changes in trading performance,
and after making enquiries, the directors have a reasonable
expectation that the Group and the Company have adequate
resources to continue in operational existence for the
foreseeable future. Accordingly the directors consider it
appropriate to continue to adopt the going concern basis
in preparing the financial statements.
81
Corporate Governance
Corporate
Governance report
Dear Shareholder,
The Board’s role is to provide leadership to the Group
to assist it in achieving its strategic aims, and to promote
the long-term success of the Group for the benefit
of its shareholders and those with whom we connect.
For an iconic brand like Burberry with a 157 year heritage
guided by the values – to protect, explore and inspire –
we believe that this is an important responsibility.
With the integration of Burberry Beauty as the fifth
product division and the continued focus on unlocking
the potential of the Group’s digital platform, the Group’s
business continues to grow dynamically in a global
economic environment which remains uncertain.
Consequently a key focus for the Board during the year
has been on the execution of the Group’s strategy
as it has evolved to embrace new opportunities.
In particular, how the Group needs to manage and evolve
its governance structures and people to support this
growth without undue risk to the Group and the Burberry
brand and culture.
Last year I reported that the Board would be focusing
on how to build on its relevant skills and competencies
for the future. This has been a considered focus of the
Board during the year with the development of a Board
succession plan. The plan sets out a phased strategic
approach to refreshing the Board aimed at balancing
evolution with stability. The plan aims are to maintain
current core competencies which reflect the evolution
of the Group’s business and to promote diversity both
in terms of gender and in the wider sense to reflect
the global nature of the Group.
In February 2013 we announced the appointment
of John Smith as Chief Operating Officer. With over
20 years’ experience in the media industry, John brings
a unique skill set in global brand management and
new media, combined with strong financial
and operational experience.
We announced separately that Stacey Cartwright,
Executive Vice President, Chief Financial Officer,
had decided to resign following over nine successful
years with the Group in order to pursue new interests.
Stacey will step down from the Board at the conclusion
of the Group’s Annual General Meeting on 12 July 2013.
The Board would like to thank Stacey for her outstanding
contribution to the Group.
Carol Fairweather will join the Board as an executive
director on 11 July 2013, and assumes the role of Chief
Financial Officer on Stacey’s departure. Carol has been
with the Group for six years, mostly as Senior Vice President
of Group Finance, where she has led the finance team.
82
Carol has a strong track record as an exceptional partner
to the business and the executive team.
The year ahead will continue to be impacted by
a challenging external environment. It will also bring
significant changes to the rules on directors’ remuneration
and narrative reporting. Regardless of regulatory changes,
I believe that as a global company it is our responsibility
to continue to promote high standards of governance and
reporting transparency. The Board and I will endeavour
to ensure the Group’s continued success as a dynamic
and well-governed business over the coming year.
Sir John Peace
Chairman
Governance
“The Board is collectively responsible for promoting Burberry’s
long-term success, for setting its strategic aims and ensuring
a framework of prudent and effective controls.”
This report sets out the Board’s approach and work during
the financial year 2012/13 and, together with the Directors’
Remuneration Report on pages 93 to 104, includes details
of how the Company has applied and complied with the
principles and provisions of the UK Corporate Governance
Code (the Code). The directors confirm that the Company
has complied with the provisions of the Code throughout
the year.
Our Board
The Board currently consists of eight members – the
Chairman, the Chief Executive Officer, the Executive Vice
President, Chief Financial Officer, the Chief Operating Officer
and four independent non-executive directors. A list
of directors and their biographies is set out on page 76.
The Chairman, Sir John Peace, has led the Board
as Chairman since 2002. The Chairman is responsible
for leading and managing the business of the Board and
ensuring its effectiveness. He sets the agenda for Board
discussions and ensures that the Board receives accurate,
timely and clear information, particularly in relation to the
Company’s performance. He promotes a culture of
openness and trust which allows for debate and
constructive challenge of the executive directors.
The Chairman works collaboratively with the Chief Executive
Officer, Angela Ahrendts, in setting the Board agenda
and ensuring any actions agreed by the Board are
effectively implemented.
Corporate Governance
During the year, the Chairman maintained regular contact
and met with the Senior Independent Director and other
non-executive directors outside of formal board meetings.
The Chairman also met with the non-executive directors
without the executive directors being present.
The Chairman is also responsible for the Company’s
performance to shareholders and has regular discussions
with the Company’s main institutional shareholders.
The major commitments of the Chairman are detailed
in his biography on page 76 and have not changed
during the year.
The Senior Independent Director, Philip Bowman,
supports the Chairman in his role and leads the
non-executive directors in the oversight of the Chairman.
The Senior Independent Director is also available
as an additional point of contact for shareholders.
The Non-Executive Directors provide strong experience
and independent support to the Board. They assist in the
development of strategy and provide constructive challenge
and support to management.
The Chief Executive Officer, Angela Ahrendts,
is responsible for the management of the business,
developing the Group’s strategic direction for consideration
and approval by the Board and implementing the agreed
strategy. The Chief Executive Officer is assisted
by members of her senior management team who meet
regularly. Members of the senior management team
are identified on page 164.
The Company Secretary, Catherine Sukmonowski,
is responsible for supporting the Chairman in the delivery
of the corporate governance agenda.
Role of the Board
“Burberry continues to experience considerable growth and change.
With this success comes a responsibility for the Board to ensure we
grow in a controlled and sustainable way for our shareholders and
wider stakeholders, and that we understand the associated risks.”
The Board is ultimately responsible for promoting the long-
term success of the Group. The Board leads and provides
direction for management by setting strategy and overseeing
its implementation by management. The Board is also
responsible for oversight of the Group’s systems of
governance, internal control and risk management.
Specific key decisions and matters have been reserved
for approval by the Board. These include decisions
on the Group’s strategy, the annual budget and operating
plans, major capital expenditure and transactions, financial
results, the dividend, the approval of risk appetite and other
governance issues. The matters reserved for the Board’s
decision are set out in writing and available on the
Company’s website at burberryplc.com.
Role of the Board Committees
The Board is supported in its activities by a number
of committees including the following principal committees:
Audit Committee, Nomination Committee and Remuneration
Committee. All the non-executive directors are members
of each of the principal committees of the Board. The Board
believes this to be appropriate as the Board remains
relatively small and ensures the linkage between the work
of the Committees and the Board.
The terms of reference of each of the principal committees
can be viewed on the Company’s website at burberryplc.com.
The Committees, if they consider it necessary, can engage
third-party consultants and independent professional
advisors and can call upon other resources of the Group
to assist them in discharging their respective responsibilities.
In addition to the relevant committee members and the
Company Secretary, external advisors and, on occasion,
other directors and members of the senior management
team attend committee meetings but only at the invitation
of the Chairmen of the Committees.
Set out on pages 89 to 92 are reports from the Audit
and Nomination Committees. The report of the
Remuneration Committee is set out on pages 93 to 104.
Board
Nomination
Committee
Remuneration
Committee
Audit
Committee
Risk
Committee
Chief Executive
Officer
Senior
Management Team
Supply Chain
Risk Committee
Global Health and
Safety Committee
Global Ethics
Committee
83
Corporate Governance
Board effectiveness
“As a Board we strive to provide effective leadership that constructively challenges management but also supports Burberry in achieving
its strategic aims.”
Highlights of Board activities during 2012/13
During the year the Board held six scheduled meetings, including an in-depth two-day session on strategy. Each Board
member attended all scheduled meetings. In addition, in April 2012 the Board spent five days visiting the Group’s
businesses in Asia, including in Shanghai, Tokyo, Taipei and Hong Kong. Between meetings directors spend a significant
amount of time on Board and Committee related matters. The Board considers that it met sufficiently often to enable the
directors to discharge their duties effectively.
The Board agendas were shaped to ensure that discussion was focused on the Group’s strategic priorities, key monitoring
activities, as well as reviews of significant issues. In addition, to allow for opportunities for the Board to engage with senior
management to discuss key elements of the business. The table below gives the highlights of how the Board spent its time
during 2012/2013 (but is not an exhaustive list of topics covered). Further information on the Group’s strategic focus during
the year is set out in the Strategic Themes section starting on page 32.
Strategy/Business Focus
Oversight and Risk
Governance
Month
April
May
Board visit to Group’s Asia
businesses (five days).
Consideration of opportunities
for the Beauty business.
Review of 2011/12 preliminary
results announcement, Annual
Report and Accounts and
dividend policy.
Review of risk and internal controls
process and risk appetite.
UK Governance Code and other
regulatory requirements for
Annual Report.
Preparation for AGM.
Review of conflicts of interest.
Business controls.
Review of non-audit fees.
Review of Notice of AGM.
AGM.
Strategic risks and impact on the
three-year plan.
Investor relations update.
July
September
Integration of the
Beauty business.
Business focus: Inventory
planning and management.
Annual strategy session
(two days).
October/November
Integration of the Beauty business
and update on various projects.
Review of 2012/13 interim results
and dividend.
Investor relations update.
Regulatory compliance update.
Consideration of tax policy.
Consideration of balance
sheet strategy.
Review of risk, internal control
framework and business controls.
Review of audit plan for 2012/13
and reappointment of auditors.
February
Strategic opportunities update.
March
2013/14 budget approval.
Integration of the
Beauty business.
Marketing strategy update.
Business focus: Cyber security.
Annual Report planning.
Board and management
succession matters.
UK Governance Code update.
Board and management
succession matters.
UK Governance Code and
regulatory compliance update.
Evaluating our performance in 2012/13
The Board undertakes a formal review of its performance and that of its Committees each financial year, with an external
evaluation once every three-years. The Board will undertake its next externally facilitated review during 2013/14.
One of the recommendations from last year’s review was that the Board should continue to consider its approach
to assessing its effectiveness to ensure that it remained meaningful and reflected the collaborative nature of the Board.
Consequently this year the Board and Committees followed a more discursive approach to the review which encouraged
the directors to express their views on any area of Board and Committee effectiveness. Feedback from the evaluation
was provided in the form of a written report to the Board followed by a discussion of the outcomes, led by the Chairman.
The non-executive directors, led by the Senior Independent Director, also considered the performance of the Chairman
without the Chairman present. The Chairman was commended for his leadership and overall contribution to the Board.
84
Corporate Governance
Below is a summary of the key views and recommendations identified in the 2012/13 Board effectiveness review
and the actions taken in response to last year’s review.
Key Themes
Board
composition
Board/Committee
focus
Views/recommendations
Actions taken
2011/12 Review
To plan for the evolution of the
Board and to build on the Board’s
relevant skills and competencies.
To continue to strengthen the
Board’s contribution and impact
on overseeing strategy.
To continue to offer opportunities
to engage with senior
management responsible for
key elements of the business
and strategy.
Board composition has been a
key focus during the year with the
establishment of a Board
succession plan (see details
on page 86).
More opportunities for
engagement outside of formal
meetings and increased
interaction with a wide range
of senior management (see
Highlights of Board activities
during 2012/13 on page 84).
Board/Committee
effectiveness
To evolve the Board’s approach
to assessing Board/Committee
effectiveness.
A more discursive Board/
Committee review process was
followed to encourage open and
meaningful discussion.
2012/13 Review
Views/recommendations
Strong support for the succession
plan to refresh the Board over the
next two years and alignment on
core competencies required.
The right balance is being struck
between time spent on strategy,
risks and monitoring.
Strong alignment of views on what
should be the strategic focus for
the coming year.
Welcome continued opportunities
for non-executive director
engagement and interaction with
senior management.
Overall the existing Board and
Committee structure works well
and provides a good standard of
governance as well as support to
management. The Board operates
with a high level of trust.
The table below gives details of directors’ attendance at Board and Committee meetings during the year ended
31 March 2013.
Sir John Peace
Angela Ahrendts
Philip Bowman
Ian Carter
Stacey Cartwright
Stephanie George
David Tyler
John Smith2
Board
Audit
Nomination
Remuneration
6/6
6/6
6/6
6/6
6/6
6/6
6/6
6/6
–
–
3/3
3/3
–
3/3
3/3
3/3
3/3
3/3
3/3
3/3
–
3/3
3/3
1/2
Scheduled
1/41
Ad hoc
–
–
4/4
4/4
–
4/4
4/4
2/3
1/1
1/1
1/1
1/1
0/1
1/1
0/1
1. Sir John Peace stepped down as a member of the Remuneration Committee on 12 July 2012.
2. John Smith stepped down as a member of the Committees on 3 March 2013. He also recused himself from meetings where his proposed appointment
as Chief Operating Officer was considered.
Any other absences were due to illness.
Time allocation
Each of the non-executive directors has a letter of appointment which sets out the terms and conditions of his or her
directorship. The Chairman and the non-executive directors are expected to devote such time as is necessary for the proper
performance of their duties. This is expected to be approximately 20 days each year for basic duties.
The Chairman and Senior Independent Director are expected to spend additional time over and above this to discharge their
added responsibilities.
External directorships
The Board’s executive directors are permitted to hold only one non-executive directorship of a FTSE 100 company.
Details of the directors’ other directorships can be found in their biographies on page 76.
Board and Committee composition
The non-executive directors are drawn from a wide range of industries and backgrounds, including retail, financial services,
hotels and hospitality, marketing and media. They have extensive experience of complex organisations with global reach
including experience of the Group’s key markets of Europe, the Americas and Asia. Their varied yet relevant experience
brings a wealth of insight to Board discussions and important support to the management team. All the directors,
with the exception of Stacey Cartwright, will stand for re-election at the Annual General Meeting on 12 July 2013.
85
Corporate Governance
During the year, John Smith was appointed Chief Operating
Officer effective 4 March 2013. In this newly created position,
John will focus on the operational execution of the Group’s
brand strategies in the fast moving digital and mobile
environment. John has a unique skill set for this role, with
his extensive experience in global brand management and
new media, combined with a strong financial and operational
background. As John has served as a non-executive
director on the Board since December 2009, his insights
will be invaluable to his new role. John was not present at
any Board or Committee meetings at which his proposed
appointment was considered.
Separately, Stacey Cartwright, Executive Vice President,
Chief Financial Officer, has decided to resign after over nine
successful years with the Group in order to pursue new
interests. Stacey will step down from the Board at the
conclusion of the Group’s Annual General Meeting on
12 July 2013 and will finish her employment with the Group
at the end of July. Carol Fairweather will join the Board
as an executive director on 11 July 2013, and assumes
the role of Chief Financial Officer on Stacey’s departure.
At the close of the Group’s 2012 Annual General Meeting,
David Tyler stepped down as Chairman of the Remuneration
Committee and Sir John Peace stepped down as a member
of the Committee. Ian Carter was appointed as the new
Chairman of the Remuneration Committee, while David
Tyler continues to serve as a member of the Committee.
Board succession
During the year the Nomination Committee has been
focusing on how to evolve the Board’s relevant skills
and competencies for the future. Following a review
by the Nomination Committee, the Board has established
a succession plan which sets out a phased strategic
approach to refreshing the Board aimed at balancing
evolution with stability. The plan aims for the Board
to appoint up to four new non-executive directors by the
end of 2014, with the expectation that a number of existing
non-executive directors will step down from the Board.
All new Board appointments will be based on merit.
The Board composition principles are to maintain current
core competencies, to add new competencies which reflect
the evolution of the Group’s business, to ensure
compatibility with Burberry’s culture and values and
to promote diversity including in terms of gender.
Diversity and inclusion
Board succession planning is focused on ensuring the right
mix of skills and experience for the Board. The Board
believes in the importance of diverse Board membership.
Of the eight directors currently on the Board, three are
women including two of the executive directors (comprising
37% of total membership). This means that our Board
already reflects the goal as set out in Lord Davies’ report
on diversity in Britain’s boardrooms, of a minimum of 25%
female representation on FTSE 100 boards by 2015.
The Board will monitor diversity and take such steps as
it considers appropriate to maintain Burberry’s position
as a meritocratic and diverse business.
The Board believes that it is critical that women are able
to succeed at all levels of the organisation. Currently
approximately 70% of the total workforce is female and
approximately 37% of management are female.
More broadly, diversity is at the heart of Group culture
which is characterised by a meritocratic and collaborative
ethos. At our Group headquarters in London, 54 different
nationalities are represented.
The Company continues to focus on evolving its strategies
for recruiting and developing key talent within the business
in a way which promotes the Group’s cultural values and
diverse and meritocratic environment. See the Our People
section on page 71.
Board tenure
0 – 5 years
5 – 10 years
10 years or above
The balance of tenure of service of the directors is set
out in the diagram above. At the time of the 2013 Annual
General Meeting, Sir John Peace, Philip Bowman and
David Tyler will have served on the Board for 11 years.
The Board is satisfied that all of our non-executive directors
are independent. The performance of Philip Bowman, David
Tyler and Stephanie George has been subject to a rigorous
review including with regard to their independence.
The Board has concluded that they contribute valuable
insight and experience to Board deliberations and continue
to provide independent and constructive challenge to
the executive directors. On that basis and keeping in
mind the need to ensure a smooth succession as part
of the Board succession plan, the Board concluded that
these directors remain effective non-executive directors.
Information flow and professional development
The Chairman works closely with the Company Secretary
in the planning of the agendas and schedule of Board and
Committee meetings and in ensuring that information is
made available to Board members on a timely basis and
is of a quality appropriate to enable the Board to effectively
discharge its duties.
86
Corporate Governance
As set out in the table ‘Highlights of Board activities during
2012/13’ on page 84, the Board is kept up to date on legal,
regulatory, compliance and governance matters through
advice and regular papers from the Company Secretary,
the General Counsel and other advisors.
The Company Secretary assists the Chairman in designing
and facilitating a tailored induction programme for new
directors and their ongoing training. The Chairman considers
the training needs of directors on an ongoing basis.
The Board have direct access to the advice and services
of the Company Secretary and the appointment and
removal of the Company Secretary is a matter reserved
for the Board as a whole. Directors may also obtain,
in the furtherance of their duties, independent professional
advice, if necessary, at the Group’s expense.
Re-election of directors
At the Annual General Meeting in 2012, all directors offered
themselves for re-election. Each director was re-elected
and no director received less than 94% in favour of the votes
cast. At the Annual General Meeting in 2013, all of the
continuing directors with the exception of Stacey Cartwright,
will again retire and all will offer themselves for re-election.
Carol Fairweather will offer herself for election.
The Board believes that each of the directors standing
for re-election or election are effective and accordingly,
the Board recommends that shareholders approve
the resolutions to be proposed at the 2013 Annual
General Meeting relating to the re-election or election
of the directors.
Managing conflicts of interest
All directors have a duty under the Companies Act 2006
to avoid a situation in which they have, or could have,
a direct or indirect conflict of interest or possible conflict
of interest with the Company and the Group.
Under the Group’s Articles of Association, the Board
has the authority to approve ‘situational’ conflicts of interest
and has adopted procedures to manage and, where
appropriate, to approve such conflicts. Authorisations
granted by the Board are recorded by the Company
Secretary in a register and are noted by the Board
at its next meeting.
A review of situational conflicts which have been authorised
is undertaken by the Board annually. Following the last
review, the Board concluded that the conflicts had been
appropriately authorised and that the process for
authorisation continued to operate effectively.
The Chief Executive Officer and Executive Vice President,
Chief Financial Officer give presentations to institutional
shareholders and analysts immediately following the
release of the half and full year results which are then
made available on the Group’s website at burberryplc.com.
The Group’s Investor Relations department acts as the centre
for ongoing communication with investors and analysts.
The Chairman also maintains a regular dialogue with
major shareholders to hear their views and discuss issues
of mutual importance and communicates their views to the
other members of the Board. During the year a combination
of our Chairman, the Chief Executive Officer and the Executive
Vice President, Chief Financial Officer met with 16 of our
top 20 investors. The Senior Independent Director and
all the other non-executive directors are available to meet
with shareholders. The Group also conducts regular
independent investor audits of its major investors through
Makinson Cowell, a capital markets advisory firm, to gauge
investor perception.
Effective internal controls
The Group has a clear and consistent strategy as reflected
in its key strategic themes. The strategy has been developed
to exploit identified opportunities through a diversified
business model. Where material risks have been identified
within our business, the Group has implemented
an appropriate internal control environment to endeavour
to mitigate such risks.
The Board is ultimately responsible for the Group’s system
of internal controls and risk management, and it discharges
its duties in this area by:
· determining the nature and extent of the significant risks
it is willing to accept in achieving the Group’s strategic
objectives (the Board’s risk appetite); and
· ensuring that management implement effective systems
of risk identification, assessment and mitigation.
The Audit Committee has been delegated the
responsibility for reviewing the effectiveness of the Group’s
internal controls. The Audit Committee uses information
drawn from a number of different sources to carry out this
responsibility including:
· objective assurance provided by Internal Audit through
its annual work plan, which is approved by the Audit
Committee and focuses on the principal risks identified
in the risk assessment and key internal controls;
·
regular reports to the Audit Committee from executive
management and key Group support functions detailing
their risk management and compliance approaches and
highlighting any significant issues;
Engagement with shareholders
The Board believes that effective leadership also involves
maintaining an open and constructive dialogue with
shareholders and other stakeholders, and seeks to achieve
this in various ways including at the Annual General Meeting.
· key outcomes from discussions at the Group
Risk Committee; and
·
further objective assurance is provided by
external auditors.
87
Corporate Governance
The internal control framework has been in operation for the
whole of the year under review and continues to operate up
to the date of approval of the Annual Report and Accounts.
The system of internal controls is designed to manage
rather than eliminate the risk of not achieving business
objectives, and can only provide reasonable and not
absolute assurance against material misstatement or loss.
reporting line to the Chairman of the Audit Committee.
In view of Internal Audit’s recommendations, management
agrees and implements corrective action plans, which are
tracked to completion by Internal Audit, with the results
reported to executive management, the Audit Committee
and the Board.
The Board, through the Audit Committee, has reviewed
the assessment of risks and the Group’s internal control
framework and has considered the effectiveness of the
system of internal control in operation in the Group for
the year covered by the Annual Report and Accounts and
up to the date of its approval by the Board. This covered
all material controls including financial, operational
and compliance controls and risk management systems.
The process followed by the Board in reviewing the system
of internal controls accords with the guidance on internal
control issued by the Turnbull Committee. It also accords
with the provisions of the UK Corporate Governance Code.
Group approach to managing risks
The Group has an integrated approach to risk management
and internal controls to ensure that its review of risk is used
to inform the internal audit process and the design of
internal controls.
A detailed three-year strategic plan and annual budget
process provides the principal metrics against which
the performance of the Group is measured. The strategic
plan and budget are agreed with the Board together with
defined performance targets and risks to delivery. The plan
and the principal risks for delivering the strategy also form
part of the Board’s annual review of Group strategy.
Executive management assess risk on a regular basis
through the Group Risk Committee which meets at least
three times per year and reports any key findings to the
Audit Committee. The Group Risk Committee evaluates
risk through reports made to it by Internal Audit and
other assurance teams and management committees.
The Committee benefits from cross-functional membership
encompassing senior management of key areas such as
IT, Finance, Legal, Brand Protection, Company Secretariat,
Corporate Responsibility, Human Resources, Supply Chain
and a number of assurance functions. These meetings are
attended by the Executive Vice President, Chief Financial
Officer and/or the Chief Executive Officer as well as the
Director of Audit and Risk Assurance.
The executive directors also meet with senior management
on a regular basis to discuss performance, operational and
budget issues to identify any emerging risks to achieving
the budget and strategic plan.
All internal audit activity is conducted by the Internal Audit
team under the leadership of the Director of Audit and Risk
Assurance, who reports to the Executive Vice President,
Chief Financial Officer, but also has an independent
88
As part of the Board’s consideration of the principal risks
facing the Group, Internal Audit facilitate a risk assessment
process in each key business area and global support
function to review the significant risks facing its operations
and to record the relevant controls and any actions in place
to mitigate the risks. The materiality of the risk is measured
based on financial and non-financial criteria, and the
probability of the risk arising is also mapped. The detailed
assessments are then consolidated to provide input into
the Group risk assessment. This process also enables
Internal Audit to engage with senior management throughout
the business on risk monitoring and management.
There are areas of the Group’s business where it is necessary
to accept risks to achieve a satisfactory return for shareholders,
such risks reflecting the Board’s overall appetite for risk.
During 2012/13 the Audit Committee, in conjunction with
the full Board, considered and reviewed the nature and
extent of these risks. It is the Group’s objective to apply
expertise to prudently manage rather than eliminate such
risks including keeping them under frequent review.
For details of the principal risks which may adversely
impact the performance of the Group and the execution
of its growth strategies and the steps the Group takes
to address these risks (where they are matters within Group
control), see the Principal Risks section on pages 60 to 63.
Financial reporting
Management is responsible for establishing and maintaining
adequate internal controls over financial reporting.
These controls are designed to provide reasonable
assurance regarding the reliability of financial reporting
and the preparation of financial statements for external
reporting purposes.
The Group has comprehensive planning, budgeting,
forecasting and monthly reporting processes in place.
A summary of the Group’s financial results supported
by commentary and performance measures is provided
to the Board each month.
In relation to the preparation of the Group financial
statements, the controls in place include:
· a centre of expertise responsible for reviewing new
developments in reporting requirements and standards
to ensure that these are reflected in Group accounting
policies;
· a dedicated finance governance team who are
responsible for developing the Group’s financial control
Corporate Governance
· processes and procedures and implementing them
across the Group; and
· a global finance structure consisting of employees with
the appropriate expertise to ensure that Group policies
and procedures are correctly applied. Effective
management and control of the finance structure
is achieved through the finance leadership team,
consisting of key finance employees from the region
and corporate headquarters.
The reporting process is supported by transactional and
consolidation finance systems. Reviews of the applications
of controls for external reporting purposes are carried out
by senior finance management. The results of these reviews
are considered by the Board as part of its monitoring
of the performance of controls around financial reporting.
The Audit Committee reviews the application of financial
reporting standards and any significant accounting
judgements made by management.
Control environment
The Group’s business model is based primarily on a central
design, supply chain and distribution operation to supply
products to global markets, via retail and wholesale
channels. This is reflected in the internal control framework
which includes central direction, resource allocation,
oversight and risk management of the key activities
of marketing, inventory management, brand and technology
development. This includes central support in relation
to legal, brand protection, human resources, information
systems and financial practice.
The Group has established procedures for the delegation
of authorities to ensure that approval for matters that
are considered significant is considered and given at
an appropriate level, either because of their value or their
materiality to the Group. In addition the Group has policies
and procedures in place that are designed to support risk
management across the Group. These authorities, policies
and procedures are kept under review as the Group
continues to grow. These include policies relating
to treasury, the conduct of employees and third parties
with which the Group conducts business including
prohibiting bribery and corruption.
Accountability and audit
The Board is required to present a balanced and
understandable assessment of the Group’s position and
prospects in the Annual Report and in interim and other
public reports. The Board is satisfied that it has met this
obligation. A summary of the directors’ responsibilities for
the financial statements is set out on page 106 and includes a
statement regarding the Group’s status as a going concern
as required by the UK Corporate Governance Code. The
Report of the Auditors on page 107 includes a statement by
the auditors concerning their reporting responsibilities.
89
Report of the Audit Committee
Dear Shareholder,
The role of the Audit Committee is to monitor the integrity
of financial information and to provide assurance
to the Board that the Group’s internal controls and risk
management systems are appropriate and regularly
reviewed, together with overseeing the work of the external
auditors, approving their remuneration and recommending
their appointment.
As the external environment continues to be challenging,
during the year the Committee continued to focus
on ensuring that the Group’s systems and controls
are operating effectively, are responsive to this external
environment and are evolving in line with the Group’s
growth (including the integration of the Beauty business).
The Audit Committee met three times during the year.
In addition to the usual work of the Committee (as set
out on page 90) the Committee considered the following
specific matters.
· The assessment of the carrying value of goodwill.
· The accounting treatment and progress of the integration
of the fragrance and beauty business.
·
Impairment assessment for property, plant and equipment.
· The recoverability of the cost of inventory and the resulting
amount of provisioning required.
· The impairment assessment of trade receivables, having
taken into account the changes in global economic
conditions during the year.
· The Group’s tax strategy and the assumptions
and judgements applied in order to estimate the amount
of corporation tax and deferred tax to be recognised
at the period end.
· The calculation of the fair value of the put option
over the non-controlling interest in the Group’s business
in China.
Where these matters related to the financial statements
for the period, the Committee reviewed the approach,
the estimates and judgements applied, the recommendation
of management and the findings of the external auditors.
The Committee has a constructive and open relationship
with management and we thank them for their assistance
during the year.
Philip Bowman
Chairman, Audit Committee
Corporate Governance
Committee membership
The following directors served as members of the
Committee throughout the year ending 31 March 2013:
Financial Controller, the Vice President of Group Tax
and the External Auditors.
Members
Philip Bowman (Chairman)
Ian Carter
Stephanie George
John Smith*
David Tyler
Appointment Date
21 June 2002
18 May 2007
19 May 2006
2 February 2010
21 June 2002
* John Smith resigned as a member of the Committee on 3 March 2013.
The Audit Committee met three times during the year.
The attendance record of Committee members is recorded
in the table on page 85. In addition to the scheduled
meetings the Chairman of the Committee meets separately
with the Executive Vice President, Chief Financial Officer
and the Director of Audit and Risk Assurance on a regular
basis including prior to each meeting.
Other regular attendees at Committee meetings include:
the Chairman of the Board, the Chief Executive Officer,
the Executive Vice President, Chief Financial Officer, the
Director of Audit and Risk Assurance, the Chief Corporate
Affairs Officer & General Counsel, the Company Secretary,
the Senior Vice President – Group Finance, the Group
The Board is satisfied that Philip Bowman as Chairman has
recent and relevant financial experience and that all other
Committee members have past employment experience in
either finance or accounting roles or broad experience and
knowledge of financial reporting and/or international
businesses. Details of their experience can be found in their
biographies on page 76.
Role of the Committee
The main roles and responsibilities of the Audit Committee
are set out in written terms of reference which are available
on the Company’s website at burberryplc.com.
The Committee reviews its terms of reference annually.
In light of its key responsibilities, the Committee considered
the following items of usual business during the financial
year as set out in the table below.
External auditors
The Committee oversees the work undertaken
by PricewaterhouseCoopers LLP. During the year
the Committee met with the external auditors without
members of management being present.
Key Committee Roles and Responsibilities
Usual Business Conducted During 2012/13
Financial Reports:
The integrity of the Group’s financial
statements and formal announcements of the
Group’s performance.
· Review of the Annual Report and Accounts, annual financial statements,
preliminary announcement, and interim announcement.
· Assessment of the Group’s ability to continue as a going concern for the
foreseeable future.
Risks and Internal Controls:
The Group’s internal financial, operational and
compliance controls and risk identification and
management systems. Review of Group policies
for identifying and assessing risks and arrangements
for employees to raise concerns (in confidence)
about possible improprieties.
Review of the effectiveness of the internal
audit function.
Internal Audit:
Review of the annual internal audit programme
and the consideration of findings of any internal
investigations and management’s response.
Review of effectiveness of the internal audit function.
External Auditors:
Recommending the appointment of external auditors,
approving their remuneration and overseeing their
work. Policies on the engagement of the external
auditors for the supply of non-audit services.
· Consideration of the report of the external auditors on the financial statements
for the year, and on the year end audit.
· Ensuring compliance with relevant regulations for financial reporting and
UK Governance Code.
· Review of the Group’s statement in the Governance Report on internal controls
and risk management.
· Review of business risk assessments.
· Treasury Policy review and compliance.
· Health and safety reviews.
· Whistleblowing reports.
· Anti-Bribery Policy compliance.
· Consideration of the result of internal audits and management responses
to the findings.
· Approval of the internal audit plan for 2013/14.
· Review and approval of the proposed audit fee and terms of engagement for the
Group’s external auditors PricewaterhouseCoopers LLP for the 2012/13 financial
year (see below).
· Review and approval of the audit plan for the year presented by the Group’s
auditors. Consideration of the key areas of risk and the audit approach applied to
these areas, the proposed areas of coverage of the audit, changes of scope and
areas of risk in the current year plan and the resource plan.
· Review of all non-audit services provided by the Group’s auditors during the
period and the fees relating to the services provided (see below on page 91).
90
Corporate Governance
Appointment and fees
The Committee has primary responsibility for making
a recommendation on the appointment, reappointment and
removal of the external auditors. The Committee assesses
on an annual basis the qualifications, expertise, resources
and independence of the external auditors and the
effectiveness of the previous audit process. Over the
course of the year, the Committee has reviewed the audit
process and the quality and experience of the audit
partners engaged in the audit. The Committee also
reviewed the proposed audit fee and terms of engagement
for the 2012/13 financial year. Details of the fees paid to
the external auditors during the financial year can be found
in note 5 in the financial statements.
PricewaterhouseCoopers LLP have remained in place
as auditors since prior to the IPO of the Company in 2002.
They were reappointed with a new lead audit partner
following a formal tender process undertaken by the
Group for the 2010/11 financial year. The external auditors
are required to rotate the audit engagement partner every
five years. The current audit partner commenced his
engagement for the 2010/11 financial year and is not
subject to rotation until after the audit of the Group’s
financial statements for the 2014/15 financial year
has been concluded.
During the year, the Committee approved the
reappointment, remuneration and terms of engagement
of PricewaterhouseCoopers LLP as the Group’s external
auditor. The Committee recommended to the Board that
it proposes to shareholders that PricewaterhouseCoopers
LLP be reappointed as the Group’s external auditors at
the Group’s forthcoming Annual General Meeting.
Non-audit services
The Committee recognises that the independence
of the external auditors is an essential part of the audit
framework and the assurance that it provides.
The Committee has adopted a policy which sets out
a framework for determining whether it is appropriate
to engage the Group’s auditors for non-audit services.
Key considerations are whether the services:
· are naturally tangential to the audit and which the
auditors are best placed to provide;
· cannot be regarded as naturally tangential to the audit,
but where the external auditors are in a position to
provide the best service to the Group due to their
previous experience, network within and knowledge of
the Group, or market leadership in a particular area; and
·
represent a real threat to the perceived independence of
the audit team.
Under the policy, the auditors may provide non-audit
services that do not prejudice their independence, subject
to prior approval as set out in the policy. Proposed fees
above a certain level must be approved by the Audit
91
Committee. Such fees must be activity based and not
success related. At the half year and year end, the Audit
Committee reviews all non-audit services provided by the
auditors during the period and the fees relating to such
services. If during the year Group expenditure for non-audit
services exceeds £1.0m, all further requests for work must
be referred to the Chairman of the Committee.
During the year, the Group spent £0.8m on non-audit
services provided by PricewaterhouseCoopers LLP.
Further details can be found in note 5.
Report of the Nomination Committee
Dear Shareholder,
The role of the Nomination Committee is to:
·
review the balance and composition of the Board and
its Committees, ensuring that they remain appropriate;
· be responsible for overseeing the Board’s succession
planning requirements including the identification and
assessment of potential Board candidates and making
recommendations to the Board for its approval; and
· keep under review the leadership needs of, and
succession planning for, the Group in relation to both
its executive directors and other senior executives.
This includes the consideration of recommendations
made by the Chief Executive Officer for changes to
the executive membership of the Board.
During 2012/13 the Committee has focused on the
following matters.
· Executive succession planning. The outcome of this
was the appointment on 4 March 2013 of John Smith
in the new role of Chief Operating Officer. In addition,
the appointment of Carol Fairweather to succeed
Stacey Cartwright as Chief Financial Officer when
Stacey finishes her tenure.
· Board succession planning with the establishment
of a Board succession plan to implement a phased
approach to refreshing the Board over the next two
years, aimed at balancing evolution with stability
(see Board succession on page 86).
· The consideration of Board composition principles
(including in relation to diversity) as part of the
succession plan.
Board succession and composition will remain a priority for
the coming year as the Board executes its succession plan.
Sir John Peace
Chairman, Nomination Committee
Corporate Governance
Committee membership
The following directors served as members of the
Committee throughout the year ended 31 March 2013:
Members
Sir John Peace (Chairman)
Angela Ahrendts
Philip Bowman
Ian Carter
Stephanie George
John Smith*
David Tyler
Appointment Date
21 June 2002
23 March 2007
21 June 2002
18 May 2007
23 March 2007
2 February 2010
23 March 2007
* John Smith resigned as a member of the Committee on 3 March 2013.
Role of the Committee
The main roles and responsibilities of the Nomination
Committee are set out in written terms of reference
which are available on the Company’s website at
burberryplc.com. The Committee reviews its terms
of reference annually.
Activities during the year
The Nomination Committee met three times during
the year under review. The table on page 85 gives details
of directors’ attendance at these meetings.
Other regular attendees at Committee meetings include
the Chief Corporate Affairs Officer & General Counsel
and the Company Secretary.
All directors have, since the 2011 Annual General Meeting,
offered themselves for annual re-election in accordance
with the UK Corporate Governance Code. The continuing
directors, with the exception of Stacey Cartwright, will
do so again at the 2013 Annual General Meeting.
Carol Fairweather will offer herself for election.
The biographical details of the current directors can
be found on page 76 of this Annual Report. The Board
confirms that, following the internal evaluation during
the year led by the Chairman, the performance of each
of the directors standing for re-election continues to be
effective and demonstrates commitment to their roles,
including commitment of time for Board and Committee
meetings and any other duties.
The terms and conditions of appointment of non-executive
directors, including the expected time commitment, are
available for inspection at the Company’s registered office.
Annual General Meeting
As required by the UK Corporate Governance Code,
the Notice of the 2012 Annual General Meeting was sent
to shareholders at least 20 working days before the
meeting. A poll vote was taken on each of the resolutions
put before shareholders. All directors attended the 2012
Annual General Meeting and the Chairman of the Board
and the Chairmen of each of the Committees were available
to answer shareholders’ questions.
Voting at the upcoming 2013 Annual General Meeting
will be by way of poll. The results of the voting at the
Annual General Meeting will be announced and details
of the votes will be available to view on the Group’s website
at burberryplc.com as soon as possible after the meeting.
It is the intention that all directors, including the Chairmen
of the Audit, Remuneration and Nomination Committees,
will attend the 2013 Annual General Meeting and will be
available to answer shareholders’ questions.
Other governance disclosures
Tax policy
The Group is committed to complying with global
tax regulations in a responsible manner with due regard
to governments and shareholders, and to engage
in open and constructive relationships with tax authorities
in the territories in which it operates. The Group’s tax
planning is consistent with this responsible approach,
and it will not enter into arrangements which have tax
avoidance as their sole objective.
Tax governance framework
The finance leadership team, led by the Executive Vice
President, Chief Financial Officer, is responsible for the
Group’s tax policy and for the implementation of its tax
strategy. This is reviewed on an ongoing basis as part
of the regular financial planning cycle. In addition, the
Group’s tax status is reported regularly to the Group
Risk Committee. The Audit Committee is responsible
for monitoring all significant tax matters. Audit Committee
meetings are occasionally attended by a number of
Group officers and employees including the Executive Vice
President, Chief Financial Officer, the Vice President Group
Tax and the Chief Corporate Affairs Officer & General
Counsel, who oversees all corporate responsibility matters.
Share capital
Further information about the Company’s share capital,
including substantial shareholdings, can be found in the
Director’s Report on pages 78 to 81.
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Directors’ Remuneration Report
Directors’
Remuneration Report
Dear Shareholder,
As the new Chairman of the Remuneration Committee (the ‘Committee’), I am pleased to introduce the Directors’
Remuneration Report for the year ended 31 March 2013 which has been prepared by the Committee and
approved by the Board.
Firstly, I would like to extend my thanks to David Tyler, who has provided strong leadership as chair of the Committee
during the last five years. I am delighted to be given the opportunity to lead the Committee as we continue to encourage
the executive directors to deliver exceptional performance and shareholder value, by ensuring that the Group’s remuneration
policy is aligned to the business strategy and shareholders’ interests.
2012/13 has once again presented a challenging external environment for Burberry. While we expect the external global
environment to remain challenging, the team is intensely focused on optimising the significant opportunities that exist
for the brand across geographies and product divisions, with particular emphasis on unlocking the potential of our digital
platform and our newly-integrated fragrance and beauty business.
Against this backdrop, Burberry has continued its strong growth trajectory, with another year of record profits.
This sustained growth is the result of our strategic investment in the brand. In 2012/13, Burberry grew revenue by 8%
and adjusted PBT by 14% in a challenging global environment. Management’s consistent execution of key strategies
and dynamic response to issues and opportunities delivered this solid performance.
The Committee aims to ensure that directors’ and senior executives’ remuneration is globally competitive so as to attract
and retain high calibre individuals, and is also strongly aligned to performance and delivering a sustainable increase
in shareholder value. The Group’s remuneration policy is set out on pages 94 and 95 and this will continue to be the policy
for the coming year.
As part of the Enterprise and Regulatory Reform Bill, the UK Government released its draft remuneration reporting
regulations during the year. The Committee has been monitoring these developments and, in the coming year,
will be reviewing executive remuneration arrangements and reporting in light of these proposed changes. The Committee’s
review will take into account the strategic plan, the performance and growth of the Group and the global luxury goods
sector, other regulatory developments, shareholder expectations and global market practice.
Investors will be aware that John Smith has been appointed as Chief Operating Officer and that Stacey Cartwright
will be departing Burberry at the end of July 2013. Following his appointment as an executive director, John Smith resigned
his membership of the Remuneration Committee.
The Committee will continue to engage with shareholders on any key changes to executive remuneration arrangements
and looks forward to gaining your support on this report when it is put to vote at the Annual General Meeting in July 2013.
Ian Carter
Chairman, Remuneration Committee
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Directors’ Remuneration Report
Committee Membership
The following directors served as members of the Committee throughout the financial year ending 31 March 2013:
Members
Ian Carter (Chairman from 12 July 2012)
David Tyler (Chairman until 12 July 2012)
Philip Bowman
Stephanie George
Sir John Peace
John Smith
Appointment Date
18 May 2007
23 March 2007
21 June 2002
19 May 2006
21 June 2002
2 February 2010
Resignation Date
–
–
–
–
12 July 2012
3 March 2013
Role of the Committee
The Committee is responsible for setting the remuneration of the executive directors and the Chairman of the Board
and monitors the level and structure of senior executive pay. The terms of reference of the Committee are available
on the Group’s website at burberryplc.com.
The Board reviewed the performance of the Committee in the year. This review concluded that the Committee operated
independently and effectively. The Board believes that the collective experience of its members enables the Committee
to give a balanced view on remuneration matters.
The remuneration of the non-executive directors is a matter for the Board as a whole. No director is involved
in any discussions as to their own remuneration. During the year, the Committee met formally on five occasions.
Details of attendance at those meetings are set out in the Corporate Governance report on page 85.
At the invitation of the Committee, except where their own remuneration was being discussed, the following people attended
meetings and provided advice to the Committee: Sir John Peace (Chairman), Angela Ahrendts (Chief Executive Officer),
Stacey Cartwright (Executive Vice President, Chief Financial Officer), Michael Mahony (Chief Corporate Affairs Officer),
Anne-Soline Thorndike (Senior Vice President, Reward and Recognition) and Catherine Sukmonowski (Company Secretary).
Towers Watson has been the appointed advisor to the Committee since 2011. Towers Watson provides advice
on the ongoing operation of employee and executive share plans together with advice on executive remuneration. A term
of the engagement between the Committee and Towers Watson is that any additional consulting services provided
by Towers Watson to management are reported on a regular basis to the Committee. Where an actual or potential conflict
may occur, such work is agreed by the Chairman of the Committee prior to commencement. Since their appointment,
Towers Watson has provided market benchmarking information to management in relation to a small number of roles
which fall below the remit of Committee review. Towers Watson is a member of the Remuneration Consultants’ Group,
which is responsible for the development and maintenance of the voluntary Code of Conduct that clearly sets out the role
of executive remuneration consultants and the professional standards by which they advise their clients.
Remuneration Policy
The Committee believes the Group’s remuneration should be strongly linked to performance and internationally competitive,
taking into account the global markets in which it operates and from which it recruits. The Group’s remuneration policy is
based on the following principles:
· Shareholder value: remuneration should be closely aligned with long-term value creation for shareholders through
thoughtful selection of performance measures (as described on the following pages), emphasis on variable pay and
delivery of a significant proportion of remuneration in shares, some of which are expected to be retained in accordance
with the Group’s shareholding policy.
· Linked to success of the business: the overall remuneration framework should provide a balance between short- and
long-term business objectives. Variable pay for executive directors includes (1) an annual cash bonus based on Adjusted
Profit Before Tax as per the audited income statement (‘Adjusted PBT’), and (2) long-term share based incentives linked
primarily to increases in shareholder value and growth in Adjusted PBT.
· Competitive in the global talent market: total remuneration should be sufficient to attract, motivate and retain
exceptional talent within the global luxury goods sector. Total remuneration for executive directors and other senior
executives is therefore benchmarked against Burberry’s main global competitors and comparable UK companies.
The Committee recognises that, for each executive, the relative importance of each of these benchmarks may be
different. Benefits are based on competitive market practice for each executive, depending on individual circumstances.
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Directors’ Remuneration Report
The principle of shareholder alignment is reflected throughout the organisation through our all employee share plans,
which are (where possible) extended to all eligible Burberry employees globally.
During its deliberations on executive remuneration, the Committee considered the reward framework for all employees
worldwide, ensuring that the principles applied are consistent with the executive remuneration policy. Merit increases
awarded to executives also occur within the broader all-employee structure, and executive share plans are extended
through the organisation to senior executives and high potential employees where appropriate. Details of the remuneration
policy for the Chairman and non-executive directors are set out on page 102.
Remuneration structure
Remuneration is structured such that for executive directors and other senior executives, performance-related elements
represent the majority of total potential remuneration.
Key elements of executive directors’ remuneration
Purpose
Operation
Maximum opportunity and link to performance
Base salary
To recognise the
responsibilities,
experience and ability
of our talent in a
competitive global
environment, keeping
our people focused
on and passionate
about the brand.
Annual bonus
To reward executive
directors for achieving
annual financial
targets linked to the
strategic plans agreed
by the Board.
Co-Investment Plan
(CIP)
To incentivise
consistent
performance and
further align executive
directors’ interests
with those of
shareholders,
by encouraging
share ownership.
Salaries are benchmarked against global companies of
similar size and/or global reach within the luxury goods
sector and/or companies with high-profile global brands,
and to a lesser extent comparable UK companies.
The Committee considers the impact of any base salary
increase on the total remuneration package.
Increases for the executive directors are set within the
same framework and same ranges as other employees,
taking into account individual performance, overall
contribution to the business during the year, cost to the
Company, as well as the external economic climate.
The Committee reviews the performance condition(s)
annually to ensure it remains appropriate and aligned
with Group strategy.
Maximum awards are:
· 200% of salary for the CEO
·
150% of salary for other executive directors
The targets are set before the start of each year by
reference to budget, strategic plan, long-term financial
goals, latest projections for the year ahead and broker
earnings estimates for Burberry and its competitors.
Performance condition:
· Adjusted PBT over one year
Actual bonus awards are subject to the discretion
of the Committee.
Executive directors may voluntarily invest all or part of
their annual bonus in Burberry shares for three years and
receive a contingent award of matching shares.
The ratio of matching shares awarded depends on annual
performance during the relevant bonus year. The number
of matching shares that actually vest is then also subject
to a three-year performance condition.
The Committee reviews the performance condition(s) to
ensure it remains appropriate and aligned with the
Group’s strategy and long-term goals. The targets are
reviewed at the same time to ensure they are demanding
yet realistic, given latest Group strategy, prior
performance and external expectations.
A cash payment equivalent to the value of dividends
which would have been received during the deferral
period is paid on matching shares that vest.
Maximum awards (subject to executives investing
their bonus):
The ratio for matching share awards depends on
Adjusted PBT performance during the year:
·
·
·
In a year of maximum performance, the ratio is 2:1
In a year of target performance, the ratio is 1:1
Below target performance, the match does
not operate
· Straight-line award between
As a percentage of salary, the maximum award is 400%
(that is a 2x match on a 200% of salary bonus)
The performance condition on vesting is:
· Adjusted PBT growth over three years
· 25% vesting for 5% per annum
· 100% vesting for 10% per annum
· Straight-line vesting between
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Directors’ Remuneration Report
Purpose
Operation
Maximum opportunity and link to performance
Restricted Share
Plan (RSP)
To focus executive
directors on
sustainable long-term
performance.
Each year, the Committee determines whether to make
awards of nil-cost options under the Restricted Share
Plan to executive directors.
Maximum awards:
· 200% of salary
If an award is made, the number of nil-cost options that
vest is determined at the end of a three-year performance
period. Once the level of performance has been
determined, vesting is phased over three, four
and five years.
The Committee chose TSR relative to a group of
Burberry’s peers because it felt that this is an objective
measure of the Group’s success and aligns with
shareholder interests. Growth in Adjusted PBT was
chosen as it continues to be the primary measure used by
management and the Committee believes strong growth
in pre-tax profit is key to delivering superior shareholder
returns. Ultimately, the successful implementation of our
key strategic themes (outlined on pages 32 to 51) are
reflected in our Adjusted PBT and TSR performance.
Performance conditions for executive directors:
· 50% on Adjusted PBT growth over three years:
– 25% vesting for 10% per annum
– 100% vesting for 15% per annum
– Straight-line vesting between
·
50% on relative TSR vs. sector peers over
three years:
– 25% vesting for median
– 100% vesting for upper quartile
– Straight-line vesting between
·
Vesting: 50% after three years and 25% after each
of four and five years
Pension
To offer market
competitive benefits.
Executive directors participate in defined contribution
arrangements. Participants may elect to receive a portion
of their entitlement as a cash supplement.
Company contribution: 30% of salary per annum
Other benefits
To protect the
well-being of
employees, allowing
them to focus on
the business.
All-employee share
plans
To encourage
employee share
ownership at
all levels.
Benefits for executive directors include private medical
insurance, life assurance, long-term disability insurance,
car and clothing allowances.
Benefit levels are reviewed on an annual basis
Burberry operates two all-employee share plans:
· The Sharesave Scheme offers eligible executive
directors and eligible employees an opportunity to
enter into a three- or-five year savings contract to save
a portion of their salary which can be used to purchase
Burberry shares at up to a 20% discount to the market
price at the date of invitation.
· Grants of shares or a cash equivalent (where shares
are not possible) are made annually to all eligible
employees under the UK Share Incentive Plan and
International Freeshare Plans. The executive directors
elected not to participate in the Freeshare Plans.
Sharesave: maximum savings amount of £3,000 per
annum, with which Burberry shares can be purchased
with a 20% discount.
Share Incentive Plan and International Freeshare Plan:
awards with a value of up to £500 per annum.
A One-Off grant was granted to Angela Ahrendts following consultation with shareholders during 2010 and the details
of this grant are set out in detail on page 101.
Indicative levels of total remuneration at each of: (1) maximum, (2) target and (3) below threshold performance scenarios
are illustrated below:
Chief Executive Officer
Maximum
Target
Below threshold
£1.8m
£2m
£0m
£4.9m
Chief Operating Officer
Maximum
£10.0m
£3.8m
Target
£2.0m
Below threshold
£0.8m
£4m
£6m
£8m
£10m
£0m
£2m
£4m
£6m
£8m
£10m
Fixed
Short-term variable
Long-term variable
Notes
1. ‘Maximum’ remuneration includes fixed pay plus 100% of annual bonus, a 2x/1.5x CIP match on this bonus and a 200%/150% of salary RSP award
for the CEO/COO.
2. ‘Target’ remuneration includes fixed pay plus 50% of annual bonus, a 1x/0.75x CIP match on this bonus and a 100%/75% of salary RSP award for the CEO/COO.
3. ‘Below threshold’ remuneration includes fixed pay only (salary, pension, benefits and allowances).
4. No share price growth has been applied to share awards included in these indicative total remuneration figures.
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Directors’ Remuneration Report
Service agreements
Angela Ahrendts
Angela Ahrendts relocated from the USA to the UK and commenced her employment with Burberry as an executive director
on 9 January 2006 under a service agreement dated 10 October 2005. She was appointed Chief Executive Officer on 1 July
2006 for an indefinite period.
The terms of her service agreement were negotiated when she was appointed. If Burberry terminates Angela Ahrendts’
service agreement in circumstances other than for poor performance she would be entitled to 12 months’ salary and 75%
of her annual maximum bonus opportunity. She would also receive her pension contribution for 12 months together with
overseas allowances and, if applicable, relocation expenses. Any unvested awards under the Restricted Share Plan and
unvested Matching Share awards under the Co-Investment Plan will vest but only on a time apportioned basis and subject
to the achievement of the relevant performance conditions.
If Burberry terminates the agreement without cause but in circumstances where the Committee determines that
Angela Ahrendts’ performance or that of the Group does not meet the financial expectations of the Board or shareholders,
her entitlements in respect of salary and bonus will be reduced so that she will receive 12 months’ salary and 37.5%
of her maximum bonus opportunity. Angela Ahrendts may terminate the service agreement on six months’ notice.
The Committee considered that these termination provisions were required to secure the appointment of a Chief Executive
Officer of the calibre of Angela Ahrendts from the small pool of sufficiently specialised candidates from around the world.
Stacey Cartwright
Stacey Cartwright is employed by Burberry as Executive Vice President, Chief Financial Officer under a service agreement
dated 17 November 2003. Her term of appointment commenced on 1 March 2004. Stacey Cartwright will be stepping down
as a director at the conclusion of the Annual General Meeting on 12 July 2013, and will terminate her employment with the
Group on 31 July 2013. Upon her departure from the Company all her outstanding share awards will lapse, in accordance
with the rules of the relevant plans.
Stacey Cartwright has served as a non-executive director of GlaxoSmithKline plc from 1 April 2011 and it was agreed that
fees earned in connection with this appointment may be retained by her. From 1 April 2012 to 31 March 2013 this was
£85,000 (1 April 2011 to 31 March 2012: £75,000).
John Smith
John Smith is employed by Burberry as Chief Operating Officer under a service agreement dated 6 February 2013. His term
of employment as an executive director commenced on 4 March 2013 for an indefinite period. Following his appointment
as an executive director, John Smith resigned his membership of all Board Committees.
Burberry may terminate John Smith’s appointment by giving 12 months’ notice. During this notice period, John Smith
would continue to receive salary and benefits only. John Smith may terminate the service agreement on 12 months’ notice.
Upon termination, all share awards would be treated in accordance with the rules of the relevant plan.
External directorships
The Board’s executive directors are permitted to hold only one non-executive directorship of a FTSE 100 company.
Details of the directors’ other directorships can be found in their biographies on page 76.
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Directors’ Remuneration Report
Audited information
Executive directors
The remuneration of the executive directors of Burberry Group plc in the period 1 April 2012 to 31 March 2013
is detailed below.
Aggregate emoluments for executive directors
Angela Ahrendts
Year to 31 March 2013
Year to 31 March 2012
Stacey Cartwright
Year to 31 March 2013
Year to 31 March 2012
John Smith
Year to 31 March 20133
Salary
£’000
1,020
990
615
600
46
Pension cash
supplement
£’000
Allowances
paid in cash4
£’000
2561
2551
1852
1472
142
387
387
32
32
2
Bonus
£’000
1,545
1,980
698
900
–
Benefits5
£’000
Aggregate
emoluments
£’000
52
76
8
10
2
3,260
3,688
1,538
1,689
64
1. Angela Ahrendts receives a portion of her annual pension contribution as a cash supplement, further details of which are contained in the section below entitled
‘Pension entitlements’.
2. Stacey Cartwright and John Smith receive their full annual pension contribution as a cash supplement, further details of which are contained in the section below
entitled ‘Pension entitlements’.
3. John Smith became an executive director on 4 March 2013, the emoluments shown in the table above are for the period 4 March 2013 to 31 March 2013 only.
His fees received during 2012/13 for services as a non-executive director are shown in the table on page 102. In total, John Smith received £130,000 in the year
to 31 March 2013 (2012: £72,000).
4. Allowances paid in cash include car, clothing and (for Angela Ahrendts only) an overseas allowance.
5. Benefits include private medical insurance, life assurance and long-term disability insurance.
Salary
For 2013/14 Angela Ahrendts’ salary will be increased by 3.5% to £1,066,000. This increase is consistent with those
for the Group’s employees generally. John Smith became an executive director on 4 March 2013 with a salary of £575,000,
this will be reviewed in July 2014.
Pension entitlements
Angela Ahrendts
Angela Ahrendts is entitled to an annual pension contribution equal to 30% of base salary. She has elected that a portion
be paid as a cash supplement. For the year to 31 March 2013, the cash supplement was £256,000 (2012: £255,333).
The contribution paid into the Burberry Defined Contribution Pension Plan was £50,000 (2012: £41,667).
Stacey Cartwright
Stacey Cartwright is entitled to an annual pension contribution equal to 30% of base salary. She has elected that the full
amount be paid as a cash supplement. For the year to 31 March 2013, the cash supplement was £184,500 (2012: £147,420).
The contribution paid into her personal pension plan was nil in the year to 31 March 2013 (2012: £32,580).
John Smith
John Smith is entitled to an annual pension contribution equal to 30% of base salary. He has elected that the full amount
be paid as a cash supplement. For the period 4 March 2013 to 31 March 2013, the cash supplement was £13,690.
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Directors’ Remuneration Report
Annual bonus outcomes 2012/13
For the year to 31 March 2013, the Company did not achieve the maximum Adjusted PBT target and so the annual bonus did
not pay out at the maximum level. The 2012/13 Adjusted PBT achieved was ahead of the target level set by the Committee,
which resulted in bonuses for both Angela Ahrendts and Stacey Cartwright of 75% of maximum, as set out in the table
below. Angela Ahrendts has elected to invest 100% of this bonus into shares under the CIP, as detailed later in this report.
John Smith did not receive a bonus for the period 4 March 2013 to 31 March 2013.
Angela Ahrendts
Stacey Cartwright
Maximum bonus
opportunity
(% of salary)
200%
150%
Level of
Adjusted PBT
achieved
Between target
and maximum
Between target
and maximum
2012/13
bonus payment
(% of maximum)
2012/13
bonus payment
(% of salary)
2012/13
bonus payment
(£’000)
75%
75%
150%
113%
1,545
698
Share schemes and long-term incentive arrangements
The executive directors held the following interests in options under the Group’s long-term incentive plans:
Date of grant
Option price
(p)
As at
1 April
2012
Granted
during the
year
Lapsed
during the
year
Exercised
during the
year
As at
31 March
2013
Vesting
Expiry date
Number of ordinary shares
Angela Ahrendts
RSP
11/06/2007
CIP Matching
01/06/20098
09/06/20109
07/06/20119
18/07/20129
One-Off grant
08/12/201010
nil
nil
nil
nil
nil
nil
Sharesave11
25/06/2010
557.0
Stacey Cartwright
RSP
CIP Matching
Sharesave11
10/08/2006
27/11/2006
11/06/2007
01/06/20098
10/06/20108
13/06/20128
09/06/20109
07/06/20119
18/07/20129
30/06/2009
nil
nil
nil
nil
nil
nil
nil
nil
nil
54,397
450,000
501,536
300,252
–
–
–
–
–
326,7362
500,000
2,773
10,076
2,521
15,746
265,000
78,000
–
–
–
–
–
–
–
83,3334
214,944
130,791
–
–
–
148,5162
–
–
–
–
–
–
–
–
–
–
–
–
–
–
130,7915
–
–
54,3971
–
225,0001
225,000
11/06/2011
to 11/06/2012
01/06/2012
to 01/06/2014
09/06/2013
10/06/2017
31/05/2019
08/06/2015
501,536
–
–
–
–
–
–
–
–
–
–
–
–
300,252
07/06/2014
06/06/2016
326,736
18/07/2015
17/07/2017
500,000
01/04/2015
31/03/2016
2,773
01/09/2015
28/02/2016
10,076
10/08/2011
09/08/2016
2,521
27/11/2011
26/11/2016
15,746
78,000
83,333
214,944
11/06/2011
to 11/06/2012
01/06/2012
to 01/06/2014
10/06/2013
to 10/06/2015
13/06/2015
to 13/06/2017
09/06/2013
10/06/2017
31/05/2019
09/06/2020
12/06/2022
08/06/2015
–
07/06/2014
06/06/2016
148,516
18/07/2015
17/07/2017
132,5003
132,500
321.0
2,827
–
2,8276
–
01/09/2012
28/02/2013
1. The market value of Burberry shares on the date of exercise (26 July 2012) was 1266p.
2. The market value of Burberry shares on the date of grant (18 July 2012) was 1212p.
3. The market value of Burberry shares on the date of exercise (18 July 2012) was 1212p.
4. The market value of Burberry shares on the date of grant (13 June 2012) was 1377p.
5. Matching shares lapsed when Invested shares sold (14 February 2013).
6. The market value of Burberry shares on the date of exercise (3 September 2012) was 1329p.
7. The highest and lowest share prices in the year are set out on page 103.
8. RSP awards granted in 2009, 2010 and 2012 vest in full if Burberry achieves at least upper quartile TSR relative to its global peers and at least 10% per annum
PBT growth (15% per annum for 2012 awards). 12.5% vest if TSR exceeds the median of the peer group or if PBT growth exceeds 3% per annum (10% per
annum for 2012 awards), straight-line vesting between these points.
9. For CIP awards made in 2010, 25% vest if growth in PBT achieves 5% per annum over three years, 100% vest if PBT growth exceeds 7% per annum (straight-
line basis between these points). For CIP awards made in 2011 and 2012, 25% vest if growth in PBT achieves 5% per annum over three years, 100% vest if PBT
growth exceeds 10% per annum, straight-line vesting between these points.
10. The One-Off grant is subject to strategic and financial objectives, as outlined on page 101.
11. The Sharesave is an all-employee plan and has no performance conditions.
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Directors’ Remuneration Report
The Burberry Senior Executive Restricted Share Plan
In June 2012, Stacey Cartwright was granted an award of shares under the Restricted Share Plan (‘RSP’), totalling
83,333 shares (with a face value of £1,147,495 at the grant date of 13 June 2012). This award will lapse in full when
Stacey Cartwright ceases to be an employee of the Group.
The third tranche of RSP awards made in 2007 vested during the year. The performance conditions for these awards
were tested in 2010 (with 57.5% of each grant lapsing). The first tranche of RSP awards made in 2009 vested in full during
the year, as both the three-year Adjusted PBT growth and relative TSR performance conditions were met in full in 2012.
The TSR group for the 2009, 2010 and 2012 awards comprises, Coach, Compagnie Financière Richemont, Estée Lauder,
Fossil, Fifth & Pacific (formerly Liz Claiborne), Geox, Hermès International, Hugo Boss, Inditex, Luxottica Group, LVMH Moët
Hennessy Louis Vuitton, Nike, Nordstrom, Polo Ralph Lauren, PPR, Saks, Swatch, Tiffany & Co, and Tod’s. Bulgari were
acquired by LVMH in 2011 and so is no longer included in the group.
The vesting outcome based on three-year PBT growth is calculated using Adjusted PBT as disclosed in the Annual
Accounts. The vesting outcome based on relative TSR is calculated by Towers Watson.
The Burberry Co-Investment Plan
No Co-Investment Plan (‘CIP’) matching awards vested during the year, as no awards were made under the plan in 2009
(as there were no 2008/09 annual bonuses).
Angela Ahrendts and Stacey Cartwright chose to reinvest the full amount of their 2011/12 bonus into shares and were
subsequently granted matching awards under the CIP during 2012/13 based on a 2:1 match. Angela Ahrendts received
an award of 326,736 shares (with a face value of £3,960,040 at grant) and Stacey Cartwright received an award of 148,516
shares (face value of £1,800,014 at grant). Angela Ahrendts’ award may vest subject to the following performance condition:
25% of the award may vest if growth in Adjusted PBT is 5% per annum over three years, 100% may vest if Adjusted PBT
growth is equal to or exceeds 10% per annum over three years. Vesting will occur on a straight-line basis between these
points. None of the award will vest if Adjusted PBT growth is below 5% per annum.
Stacey Cartwright’s 2012/13 CIP matching award will lapse in full when she ceases to be an employee of the Group.
For the year ended 31 March 2013, Angela Ahrendts intends to invest 100% of her bonus after the deduction of tax into
Burberry shares under the CIP. Full details of the associated matching award will appear in the 2013/14 Directors’
Remuneration Report.
The vesting outcome based on three-year PBT growth is calculated using Adjusted PBT as disclosed in the Annual Accounts.
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Directors’ Remuneration Report
One-Off Grant to Angela Ahrendts
Following consultation with the Company’s largest shareholders in 2010, the Chief Executive Officer was awarded
a nil-cost option over 500,000 shares which will vest on 1 April 2015 subject to strategic and financial objectives linked
to the long-term growth of the Company being achieved. These objectives include:
·
the development of the business measured against the strategic plan approved by the Board;
· Burberry’s Adjusted PBT performance;
·
the personal contribution made by the Chief Executive Officer;
· shareholder value delivered in the context of the luxury goods market; and
· any other performance factors which are considered appropriate in assessing the fairness of vesting the award
to the Chief Executive Officer and the shareholders.
The Committee assesses progress towards achieving these objectives each year. At the end of 2012/13 the Committee
again considered the One-Off grant to the Chief Executive Officer, in the context of:
· continued progress along the five strategic themes including:
- Burberry continues to climb in Interbrand’s Top 100 Global Brands;
- successful integration of Beauty;
- strong growth in accessories revenue;
- progress in building the brand’s global retail presence;
- the performance and growth in under-penetrated markets; and
- increases in gross margin
· double-digit growth in adjusted PBT in the 2012/13 year; and
·
the outstanding leadership demonstrated by the Chief Executive Officer.
The Committee resolved that the objectives had been achieved in full during 2012/13.
The Sharesave Scheme
In order to encourage employee share ownership at all levels, the Group offers a Sharesave Scheme. The Sharesave Scheme
offers eligible employees an opportunity to enter into a three-year savings contract (and five-year savings contract in the UK)
to save a portion of their salary which can be used to purchase Burberry shares at up to a 20% discount to the market price
at the date of invitation.
Gains made by directors on share options and awards
The table below shows notional gains made by individual directors from the exercise of share options and awards during
the year to 31 March 2013. The gains have arisen in respect of RSP awards granted in 2007 and 2009 and a Sharesave
award granted in 2009 and are calculated by reference to the market value of Burberry’s shares on the date of exercise.
Angela Ahrendts
Stacey Cartwright
No of ordinary shares
Exercised
during the year
Retained as at
31 March 2013
279,397
135,327
–
–
Value of awards
at the date
of grant
£’000
1,203
504
Uplift due to
increase in
share price
£’000
Total notional
gain in the year
to 31 March 2013
£’000
2,335
1,130
3,538
1,634
101
Directors’ Remuneration Report
Dilution Limits
The Group’s share schemes contain limits that govern the quantum of awards that may be granted and the amount
of newly issued shares that may be used to satisfy such awards. These limits are in line with the guidance of the Association
of British Insurers.
Chairman and non-executive directors
The Chairman’s remuneration is reviewed by the Committee. The fees for the non-executive directors are reviewed by the
Board. The structure of remuneration for the Chairman and non-executive directors is set by reference to market practice
within the limits set by the Articles of Association and was last reviewed during 2010. The Chairman and non-executive
director fee structure will be reviewed during 2013. The Chairman and non-executive directors are not eligible for
performance-related bonuses or share awards and no pension contributions are made on their behalf.
The table below sets out the fee structure for the Chairman and non-executive directors as at 31 March 2013.
Chairman1
Senior Independent Director2
Board member
Audit Committee Chair
Remuneration Committee Chair
Attendance allowance3
Fee level
£’000
350
90
70
25
20
2
1. The Chairman is not eligible for Committee Chairmanship fees or attendance allowances.
2. The Senior Independent Director is eligible for Committee Chairmanship fees and attendance allowances.
3. Non-executive directors receive an attendance allowance for each meeting attended outside of their country of residence.
The non-executive directors serve under Letters of Appointment as detailed in the table below. Non-executive directors may
continue to serve subject to the Board’s discretion and annual re-election by shareholders at each Annual General Meeting
of the Company, subject to six months’ notice by either party. Fees paid to the Chairman and non-executive directors during
the year are set out in the table below.
Sir John Peace
Philip Bowman
Ian Carter1
Stephanie George
John Smith2
David Tyler3
Total
Letter of
appointment
dated
20 June 2002
11 June 2002
16 April 2007
23 January 2006
27 November 2009
20 June 2002
Year to 31 March 2013
£’000
Fees
Allowances4
350
115
84
70
64
76
759
2
2
14
14
2
2
36
Year to 31
March 2012
£’000
Total
350
117
82
82
72
92
795
Total
352
117
98
84
66
78
795
1. Ian Carter was appointed Chairman of the Remuneration Committee on 12 July 2012 and so was entitled to the fee as Remuneration Committee Chairman from
that date.
2. John Smith became an executive director on 4 March 2013. The fees shown for 2012/13 above are therefore for the period 1 April 2012 to 3 March 2013.
The remuneration he has received during the year for services as an executive director is shown in the emoluments table on page 98.
3. David Tyler stepped down as Chairman of the Remuneration Committee on 12 July 2012 and so was no longer entitled to the fee as Remuneration Committee
Chairman from that date.
4. Allowances for all non-executive directors included a £2,000 travel allowance for a Board off-site meeting in Asia.
102
Directors’ Remuneration Report
Directors’ interests
The beneficial interests of the directors in the ordinary shares of Burberry Group plc (in addition to interests in options
and share awards) are shown below:
Angela Ahrendts1
Stacey Cartwright1
John Smith
Sir John Peace
Philip Bowman
Ian Carter
Stephanie George
David Tyler
Holding of
ordinary shares
as at 31 March
2013
Holding of
ordinary shares
as at 31 March
2012
365,460
452,261
2,560
195,738
75,000
34,712
41,600
44,000
237,590
450,210
1,529
175,738
65,000
26,690
24,600
40,000
1. Includes Invested Shares under the Co-Investment Plan.
There have been no further changes in the above interests between 31 March 2013 and 20 May 2013. There are no other
non-beneficial interests.
Shareholding Policy
To ensure continued alignment with the interests of shareholders, the Board has set a minimum shareholding requirement
for directors and senior executives as follows:
·
three times base salary for the Chief Executive Officer;
· one and a half times base salary for other Executive Directors;
· one times base salary for other senior executives; and
·
the Chairman and non-executive directors are expected to hold shares with a market value of £6,000 for each year
of their appointment.
Senior executives are expected to retain a portion of shares acquired on the exercise of options and awards until such
guidelines are met. During the year the directors have complied with this policy. John Smith became an executive director
on 4 March 2013 and will now be expected to make progress towards his executive shareholding requirement of one and
a half times base salary.
Share Price
The market value of Burberry Group plc shares on 31 March 2013 was 1329p. The highest and lowest market prices
of an ordinary share in the year were 1586p and 1000p respectively.
103
Directors’ Remuneration Report
Performance graph
The following graph shows the Total Shareholder Return (‘TSR’) for Burberry Group plc compared to the companies
in the FTSE 100 index assuming £100 was invested on 31 March 2008. Burberry became a constituent of the FTSE 100
index on 10 September 2009 and prior to that had a market capitalisation close to that of companies at the lower end
of the FTSE 100 index.
Value of £100 invested on 31 March 2008
FTSE 100
Burberry
£
400
350
300
250
200
150
100
50
0
2008
2009
2010
2011
2012
2013
Audit statement
In their audit opinion on page 107, PricewaterhouseCoopers LLP refer to their audit of the disclosures required by Schedule
8 to the Regulations. These comprise the following disclosures in this remuneration report: the disclosures under the
headings ‘Executive directors’, ‘Pension entitlements’, ‘Annual bonus outcomes 2012/13’, ‘Share Schemes and long-term
incentive arrangements’, ‘The Burberry Senior Executive Restricted Share Plan’, ‘The Burberry Co-Investment Plan’, ‘One-
Off Grant to Angela Ahrendts’, ‘The Sharesave Scheme’, ‘Gains made by directors on share options and awards’, ‘Chairman
and non-executive directors’, ‘Directors’ Interests’ and the disclosures under the heading, ‘Share Price’ on pages 98 to 103.
This report has been prepared on behalf of the Board by the Remuneration Committee. It has been prepared in accordance
with the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (the ‘Regulations’)
issued under the Companies Act 2006 (the ‘Act’) and it meets the relevant requirements of the Financial Services
Authority’s Listing Rules.
Approved by the Board and signed on its behalf by:
Ian Carter
Chairman, Remuneration Committee
20 May 2013
104
FINANCIAL
STATEMENTS
Statement of Directors’ Responsibilities
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 financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted
by the European Union (the EU), and the parent Company financial statements in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors
must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs
of the Group and the Company and of the profit or loss of the Group for that period. In preparing these financial statements,
the directors are required to:
select suitable applicable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether IFRSs as adopted by the EU and applicable UK Accounting Standards have been followed, subject to any
material departures disclosed and explained in the Group and parent Company financial statements respectively; and
prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company
will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Each of the directors, whose names and functions are listed on page 76 confirm that, to the best of their knowledge:
the Group financial statements, prepared in accordance with IFRSs as adopted by the EU, give a true and fair view
of the assets, liabilities, financial position and profit of the Group; and
the Directors’ Report contained on page 78 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.
106
Independent Auditors’ Report to the Members of Burberry Group plc
We have audited the Group financial statements of Burberry Group plc for the year ended 31 March 2013 which comprise
the Group Income Statement, the Group Statement of Comprehensive Income, the Group Balance Sheet, the Group Statement
of Changes in Equity, the Group Statement of Cash Flows, Analysis of Net Cash and the related notes. The financial reporting
framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs)
as adopted by the European Union.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors’ Responsibilities set out on page 106, the directors are responsible for
the preparation of the Group 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 Group financial statements in accordance with applicable law and International
Standards on Auditing (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 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.
Scope of the audit of the financial statements
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: whether the accounting policies are appropriate to the Group’s circumstances and have been
consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors;
and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information
in the Annual Report to identify material inconsistencies with the audited financial statements. If we become aware of any
apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion the Group financial statements:
give a true and fair view of the state of the Group’s affairs as at 31 March 2013 and of its profit and cash flows for the year
then ended;
have been properly prepared in accordance with IFRSs as adopted by the European Union; and
have been prepared in accordance with the requirements of the Companies Act 2006 and Article 4 of the lAS Regulation.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial year for which the Group financial statements
are prepared is consistent with the Group financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
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; or
we have not received all the information and explanations we require for our audit.
Under the Listing Rules we are required to review:
the directors’ statement, set out on page 81, in relation to going concern;
the part of the Corporate Governance Statement relating to the Company’s compliance with the nine provisions of the UK
Corporate Governance Code specified for our review; and
certain elements of the report to shareholders by the Board on directors’ remuneration.
Other matter
We have reported separately on the parent Company financial statements of Burberry Group plc for the year ended
31 March 2013 and on the information in the Directors’ Remuneration Report that is described as having been audited.
Andrew Kemp (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, London, 20 May 2013
107
Year to
31 March
2013
£m
Year to
31 March
2012
£m
Note
3
4
7
5
8
9
9
9
9
6
6
6
9
9
1,998.7
(556.7)
1,442.0
(1,096.2)
345.8
3.4
(3.7)
5.2
4.9
350.7
(91.5)
259.2
–
259.2
254.3
4.9
259.2
58.3p
57.0p
58.3p
57.0p
£m
350.7
82.9
(0.6)
(5.2)
427.8
71.6p
70.0p
1,857.2
(558.3)
1,298.9
(922.0)
376.9
2.9
(3.6)
(10.2)
(10.9)
366.0
(100.6)
265.4
(0.3)
265.1
263.3
1.8
265.1
60.4p
59.3p
60.4p
59.3p
£m
366.0
–
–
10.2
376.2
62.8p
61.6p
10
10
8.00p
21.00p
7.00p
18.00p
Continuing operations
Revenue
Cost of sales
Gross profit
Net operating expenses
Operating profit
Financing
Finance income
Finance expense
Other financing income/(charges)
Net finance income/(charge)
Profit before taxation
Taxation
Profit for the year from continuing operations
Profit/(loss) for the year from discontinued operations
Profit for the year
Attributable to:
Owners of the Company
Non-controlling interest
Profit for the year
Earnings per share
Basic
Diluted
Earnings per share from continuing operations
Basic
Diluted
Reconciliation of adjusted profit before taxation:
Profit before taxation
Exceptional items:
Termination of licence relationship
Restructuring credit relating to continuing operations
Put option liability finance (credit)/charge
Adjusted profit before taxation – non-GAAP measure
Adjusted earnings per share – non-GAAP measure
Basic
Diluted
Dividends per share
Interim
Proposed final (not recognised as a liability at 31 March)
Group Income Statement
108
Group Statement of Comprehensive Income
Profit for the year
Other comprehensive income:
Cash flow hedges
Foreign currency translation differences
Tax on other comprehensive income:
Cash flow hedges
Foreign currency translation differences
Other comprehensive income/(expense) for the year, net of tax
Total comprehensive income for the year
Total comprehensive income attributable to:
Owners of the Company
Non-controlling interest
Note
22
Year to
31 March
2013
£m
259.2
Year to
31 March
2012
£m
265.1
5.7
36.0
(1.3)
(1.4)
39.0
298.2
291.1
7.1
298.2
3.3
(3.8)
(0.8)
(0.2)
(1.5)
263.6
261.2
2.4
263.6
109
Group Balance Sheet
As at
31 March
2013
£m
As at
31 March
2012
£m
Note
ASSETS
Non-current assets
Intangible assets
Property, plant and equipment
Investment properties
Deferred tax assets
Trade and other receivables
Derivative financial assets
Current assets
Inventories
Trade and other receivables
Derivative financial assets
Income tax receivables
Cash and cash equivalents
Assets classified as held for sale
Total assets
LIABILITIES
Non-current liabilities
Trade and other payables
Deferred tax liabilities
Derivative financial liabilities
Retirement benefit obligations
Provisions for other liabilities and charges
Current liabilities
Bank overdrafts and borrowings
Derivative financial liabilities
Trade and other payables
Provisions for other liabilities and charges
Income tax liabilities
Total liabilities
Net assets
EQUITY
Capital and reserves attributable to owners of the Company
Ordinary share capital
Share premium account
Capital reserve
Hedging reserve
Foreign currency translation reserve
Retained earnings
Non-controlling interest in equity
Total equity
11
12
13
14
15
17
16
15
17
18
27
19
14
17
20
21
17
19
20
22
22
22
22
210.2
409.1
2.7
117.6
39.9
0.2
779.7
351.0
159.6
20.1
9.4
426.4
966.5
–
966.5
1,746.2
(108.0)
(0.8)
(0.7)
(0.6)
(19.8)
(129.9)
(129.8)
(0.1)
(339.8)
(12.9)
(80.9)
(563.5)
(693.4)
1,052.8
0.2
203.6
37.0
9.3
151.0
615.9
1,017.0
35.8
1,052.8
133.1
328.8
2.8
84.1
22.3
14.7
585.8
311.1
145.2
3.2
10.1
546.9
1,016.5
8.3
1,024.8
1,610.6
(104.9)
(1.4)
(0.2)
(0.8)
(15.1)
(122.4)
(208.6)
(1.9)
(324.4)
(8.2)
(53.7)
(596.8)
(719.2)
891.4
0.2
202.6
33.9
4.9
118.6
507.1
867.3
24.1
891.4
The consolidated financial statements of Burberry Group plc (registered number 03458224) on pages 108 to 153 were
approved by the Board on 20 May 2013 and signed on its behalf by:
Sir John Peace
Chairman
Stacey Cartwright
Executive Vice President, Chief Financial Officer
110
Balance as at 31 March 2011
Profit for the year
Other comprehensive income:
Cash flow hedges
Foreign currency translation differences
Tax on other comprehensive income
Total comprehensive income for the year
Transfer between reserves
Transactions with owners:
Employee share incentive schemes
Value of share options granted
Value of share options transferred to liabilities
Tax on share options granted
Exercise of share awards
Purchase of own shares by ESOP trusts
Sale of own shares by ESOP trusts
Capital contribution by non-controlling interest
Dividends paid in the year
Balance as at 31 March 2012
Profit for the year
Other comprehensive income:
Cash flow hedges
Foreign currency translation differences
Tax on other comprehensive income
Total comprehensive income for the year
Transfer between reserves
Transactions with owners:
Employee share incentive schemes
Value of share options granted
Value of share options transferred to liabilities
Tax on share options granted
Exercise of share awards
Purchase of own shares by ESOP trusts
Capital contribution by non-controlling interest
De-recognition of non-controlling interest
Dividends paid in the year
Balance as at 31 March 2013
Note
22
22
30
Group Statement of Changes in Equity
Attributable to owners
of the Company
Ordinary
share
capital
£m
0.2
–
Share
premium
account
£m
192.5
–
Other
reserves
£m
154.5
–
Retained
earnings
£m
366.4
263.3
–
–
–
263.3
(5.0)
31.8
(0.8)
17.4
(9.5)
(60.7)
0.1
–
(95.9)
507.1
254.3
–
–
–
254.3
(3.1)
Total
£m
713.6
263.3
3.3
(4.4)
(1.0)
261.2
–
31.8
(0.8)
17.4
0.6
(60.7)
0.1
–
(95.9)
867.3
254.3
5.7
33.8
(2.7)
291.1
–
Non-
controlling
interest
£m
20.1
1.8
–
0.6
–
2.4
–
–
–
–
–
–
–
4.9
(3.3)
Total
equity
£m
733.7
265.1
3.3
(3.8)
(1.0)
263.6
–
31.8
(0.8)
17.4
0.6
(60.7)
0.1
4.9
(99.2)
24.1
4.9
891.4
259.2
–
2.2
–
7.1
–
5.7
36.0
(2.7)
298.2
–
–
–
–
–
–
0.4
4.2
–
24.9
(1.3)
(1.9)
1.0
(46.4)
0.4
–
(113.5)
35.8 1,052.8
24.9
(1.3)
(1.9)
–
(46.4)
–
(4.2)
(113.5)
615.9
24.9
(1.3)
(1.9)
1.0
(46.4)
–
(4.2)
(113.5)
1,017.0
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
10.1
–
–
–
–
3.3
(4.4)
(1.0)
(2.1)
5.0
–
–
–
–
–
–
–
–
0.2
–
202.6
–
157.4
–
–
–
–
–
–
–
–
–
–
–
–
–
–
0.2
–
–
–
–
–
–
–
–
1.0
–
–
–
–
203.6
5.7
33.8
(2.7)
36.8
3.1
–
–
–
–
–
–
–
–
197.3
111
Group Statement of Cash Flows
Cash flows from operating activities
Operating profit
Operating loss from discontinued operations
Termination of licence relationship
Depreciation
Amortisation
Net impairment charges
Write-down of assets held for sale
Loss on disposal of property, plant and equipment and intangible assets
Fair value losses/(gains) on derivative instruments
Charges in respect of employee share incentive schemes
Increase in inventories
Increase in receivables
Increase in payables
Cash generated from operating activities
Interest received
Interest paid
Taxation paid
Net cash generated from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Payment to terminate licence relationship
Proceeds from sale of asset held for sale
Acquisition of subsidiaries, net of cash acquired
Net cash outflow from investing activities
Cash flows from financing activities
Dividends paid in the year
Dividends paid to non-controlling interest
Capital contributions by non-controlling interest
Issue of ordinary share capital
Sale of own shares by ESOP trusts
Purchase of own shares by ESOP trusts
Repayments of borrowings
Net cash outflow from financing activities
Net (decrease)/increase in cash and cash equivalents
Effect of exchange rate changes
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Analysis of Net Cash
Cash and cash equivalents as per the Balance Sheet
Bank overdrafts
Cash and cash equivalents per the Statement of Cash Flows
Bank and other borrowings
Net cash
112
Note
6
6
27
10
Year to
31 March
2013
£m
Year to
31 March
2012
£m
345.8
–
71.3
94.5
16.7
11.3
–
0.1
2.0
24.9
(39.2)
(32.0)
27.6
523.0
3.5
(2.6)
(99.0)
424.9
(158.1)
(17.8)
(144.1)
0.1
(1.0)
(320.9)
(113.5)
–
0.4
1.0
–
(46.4)
(1.3)
(159.8)
(55.8)
12.8
339.6
296.6
376.9
(0.3)
–
74.3
13.3
6.8
4.5
0.3
(5.7)
31.8
(61.8)
(17.6)
60.0
482.5
2.7
(3.3)
(108.2)
373.7
(126.1)
(27.0)
–
–
(23.5)
(176.6)
(95.9)
(3.3)
4.9
0.6
0.1
(60.7)
–
(154.3)
42.8
(2.4)
299.2
339.6
Note
18
21
21
As at
31 March
2013
£m
426.4
(129.8)
296.6
–
296.6
As at
31 March
2012
£m
546.9
(207.3)
339.6
(1.3)
338.3
Notes to the Financial Statements
1. Basis of preparation
Burberry Group plc and its subsidiaries (the Group) is a global luxury goods manufacturer, wholesaler and retailer. The Group
also licences third parties to manufacture and distribute products using the ‘Burberry’ trade marks. All of the companies which
comprise the Group are controlled by Burberry Group plc (the Company) directly or indirectly.
The consolidated financial statements of the Group have been prepared in accordance with EU endorsed International Financial
Reporting Standards (IFRSs), IFRS Interpretations Committee (IFRS IC) interpretations and parts of the Companies Act 2006
applicable to companies reporting under IFRS. These consolidated financial statements have been prepared under the historical
cost convention, except as modified by the revaluation of financial assets and financial liabilities at fair value through profit or loss.
There have been no new standards, amendments or interpretations issued and made effective for the financial period
commencing on 1 April 2012 that have had a material impact on the financial statements of the Group.
As at 31 March 2013, the following new and revised standards, amendments and interpretations, which may be relevant
to the Group’s results, were issued but not yet effective:
IFRS 9 Financial instruments
This standard is the first step in the process to replace IAS 39 Financial instruments: Recognition and measurement, and introduces new
requirements for classifying and measuring financial assets and financial liabilities. The standard is applicable for annual periods beginning
on or after 1 January 2015 and has not currently been endorsed by the EU. Any potential impact of this new standard will be quantified closer
to the date of adoption.
IFRS 10 Consolidated financial statements
This standard establishes the principles for the presentation and preparation of consolidated financial statements and replaces similar principles
set out in IAS 27 Consolidated and separate financial statements. The standard is applicable for annual periods beginning on or after 1 January 2014
and has been endorsed by the EU. The adoption of this new standard is not considered likely to have a material impact on the financial position
or financial performance of the Group.
IFRS 11 Joint arrangements
IFRS 11 updates the approach currently set out in IAS 28 Investments in associates by focusing on the rights and obligations of the arrangement
rather than its legal form. The standard is applicable for annual periods beginning on or after 1 January 2014 and has been endorsed by the EU.
The adoption of this new standard is not considered likely to have a material impact on the financial position or financial performance of the Group.
IFRS 12 Disclosures of interests in other entities
This standard requires disclosure of information about the nature of, and risks associated with, the Group’s interests in other entities, as well
as the impact of these interests on the Group’s financial position, financial performance and cash flows. The standard is applicable for annual
periods beginning on or after 1 January 2014 and has been endorsed by the EU. Any potential impact of this new standard will be limited to
disclosure, and it is not considered likely to have a material impact.
IFRS 13 Fair value measurement
This standard aims to provide a precise definition of fair value and a single source of fair value measurement and disclosure requirements to be used
across all IFRSs. The standard is applicable for annual periods beginning on or after 1 January 2013 and has been endorsed by the EU. Any potential
impact of this new standard will be limited to disclosure, and it is not considered likely to have a material impact.
Amendment to IAS 1 Financial statement presentation
The amendment requires entities to group items presented in Other Comprehensive Income on the basis of whether they will be recycled through
profit or loss at a later date, when specific conditions are met. The amendment is effective from 1 July 2012. The amendments do not address which
items are presented in Other Comprehensive Income, and as such the impact on the Group will be limited to presentation.
Basis of consolidation
The Group’s annual financial statements comprise those of Burberry Group plc (the Company) and its subsidiaries, presented
as a single economic entity. The results of the subsidiaries are prepared for the same reporting year as the Company, using
consistent accounting policies across the Group.
Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial
and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence
and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether
the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group
and cease to be consolidated from the date on which control is transferred out of the Group. Where there is a loss of control
of a subsidiary, the consolidated financial statements include the results for the portion of the reporting period during which
the Group had control. Intra-group transactions, balances and unrealised profits on transactions between Group companies
are eliminated in preparing the Group financial statements. The Group treats transactions with non-controlling interests
as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between
any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded
in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
113
Notes to the Financial Statements
1. Basis of preparation (continued)
Key sources of estimation and judgement
Preparation of the consolidated financial statements in conformity with IFRS requires that management make certain
judgements, estimates and assumptions that affect the reported revenues, expenses, assets and liabilities and the disclosure
of contingent liabilities. If in the future such estimates and assumptions, which are based on management’s best judgement
at the date of the financial statements, deviate from actual circumstances, the original estimate and assumptions will be
updated as appropriate in the period in which the circumstances change.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances. The key areas where the estimates
and assumptions applied have a significant risk of causing a material adjustment to the carrying value of assets and liabilities
are discussed below:
Valuation of the fragrance and beauty intangible
The Group made a payment to Interparfums SA of €181.2m on 21 December 2012 to terminate the existing fragrance and
beauty licence relationship (£142.2m at the spot rate at the time of exercise). This has resulted in the recognition of an
intangible asset of £70.9m and an expense of £71.3m in the current period. In order to identify the carrying value of the
intangible asset acquired, management was required to estimate the incremental income that will be earned by the Group from
1 April 2013 to 31 December 2017, which represents the remaining period of the original licence, prior to its termination. A
value-in-use calculation has been performed, based on the key forecast assumptions including: sales of products until 2017,
by product category; operating margins achieved on this activity; tax charged on the incremental profits; the working capital
required to support this activity; and anticipated tax relief on the payment made to acquire the intangible asset. Such forecast
assumptions are inherently uncertain and the actual cash flows between 1 April 2013 and 31 December 2017 may differ
materially from these assumptions. Refer to notes 6 and 11 for further details of the accounting for this transaction.
Put option liability over non-controlling interest
The calculation of the fair value of the put option over the non-controlling interest in the Group’s business in China is based on
the contractual agreement and requires the application of key assumptions around both the future performance of the Group’s
business in China and the future performance of the Group, the Burberry Group plc market capitalisation at the date of exercise
and the risk free rate in China. Refer to notes 19 and 25 for further details of the put option liability.
Impairment of property, plant and equipment
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 of an asset or a cash
generating unit is determined based on value-in-use calculations prepared on the basis of management’s assumptions and
estimates. Refer to note 12 for further details of property, plant and equipment.
Inventory provisioning
The Group manufactures and sells luxury goods and is subject to changing consumer demands and fashion trends.
As a result it is necessary to consider the recoverability of the cost of inventories and the associated provisioning required.
When calculating the inventory provision, management considers the nature and condition of the inventory, as well as applying
assumptions around anticipated saleability of finished goods and future usage of raw materials. Refer to note 16 for further
details of the carrying value of inventory.
Income and deferred taxes
The Group is subject to income taxes in numerous jurisdictions. Judgement is required in determining the provision for income
taxes in each territory. There are many transactions and calculations during the ordinary course of business for which
the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax issues based on estimates
of whether additional taxes will be due. Where the final outcome of these matters is different from the amounts which were
initially recorded, such differences will impact the income tax and deferred tax provisions and assets in the period in which
such determination is made. Refer to notes 8 and 14 for further details of income and deferred tax balances.
114
Notes to the Financial Statements
1. Basis of preparation (continued)
Key sources of estimation and judgement (continued)
Impairment of trade receivables
The Group is required to make an estimate of the recoverable value of trade receivables. When assessing impairment of trade
receivables, management considers factors including the ageing profile of debtors as well as any specific known problems
or risks. Given global economic conditions and the range of countries the Group trades in, unanticipated future events may
occur that could impact the appropriateness of the assessment made as to the recoverability of the Group’s trade receivables.
Refer to notes 15 and 25 for further details on the net carrying value and credit quality of trade receivables.
Impairment of goodwill
The Group is required to test at least annually whether goodwill has suffered any impairment. The recoverable amounts of cash
generating units have been determined based on value-in-use calculations. The use of this method requires the estimation
of future cash flows expected to arise from the continuing operation of the cash generating unit and the choice of a suitable
discount rate in order to calculate the present value. Refer to note 11 for further details of goodwill balances.
2. Accounting policies
The principal accounting policies of the Group are:
a) Revenue
Revenue, which is stated excluding Value Added Tax and other sales related taxes, is the amount receivable for goods supplied
(less returns, trade discounts and allowances) and royalties receivable.
Wholesale sales are recognised when the significant risks and rewards of ownership have transferred to the customer,
with provisions made for expected returns and allowances. Retail sales, returns and allowances are reflected at the dates
of transactions with customers. Provisions for returns on retail and wholesale sales are calculated based on historical return
levels. Royalties receivable from licensees are accrued as earned on the basis of the terms of the relevant royalty agreement,
which is typically on the basis of production volumes.
In arrangements where the Group acts as a purchasing agent to facilitate the procurement of Burberry branded products
on behalf of its licensees, the purchases and sales from the supplier to the licensee are not recorded as transactions by the
Group. Any costs incurred by the Group are recorded as operating expenses and any agency fees receivable are recorded
as operating income.
b) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision
Maker. The Chief Operating Decision Maker, who is responsible for allocating resources and assessing performance, has been
identified as the Board of Directors.
c) Business combinations
The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an
acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed
at the date of exchange. Contingent payments are remeasured at fair value through the Income Statement. All transaction
costs are expensed to the Income Statement. 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. Non-controlling interests in subsidiaries are identified separately from the Group’s equity, and are
initially measured either at fair value or at a value equal to the non-controlling interests’ share of the identifiable net assets
acquired. The choice of the basis of measurement is an accounting policy choice for each individual business combination.
The excess of the cost of acquisition together with the value of any non-controlling interest over the fair value 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 Income Statement.
115
Notes to the Financial Statements
2. Accounting policies (continued)
d) Share schemes
The Group operates a number of equity-settled share based compensation schemes, under which services are received from
employees (including executive directors) as consideration for equity instruments of the Company. The cost of the share based
incentives is measured with reference to the fair value of the equity instruments awarded at the date of grant. Appropriate
option pricing models, including Black-Scholes and Monte Carlo, are used to determine the fair value of the awards made.
The fair value takes into account the impact of any market performance conditions, but the impact of non-market performance
conditions is not considered in determining the fair value on the date of grant. Vesting conditions which relate to non-market
conditions are allowed for in the assumptions used for the number of options expected to vest. The estimate of the number
of options expected to vest is revised at each balance sheet date.
In some circumstances, employees may provide services in advance of the grant date. The grant date fair value is estimated
for the purposes of recognising the expense during the period between the service commencement period and the grant date.
The cost of the share based incentives is recognised as an expense over the vesting period of the awards, with a corresponding
increase in equity.
When options and awards are exercised, they are settled either via issue of new shares in the Company, or through shares held
in an ESOP trust, depending on the terms and conditions of the relevant scheme. The proceeds received from the exercises,
net of any directly attributable transaction costs, are credited to share capital and share premium accounts.
e) Leases
The Group is both a lessor and lessee of property, plant and equipment. Determining whether an arrangement is or contains
a lease is based on the substance of the arrangement. Leases in which substantially all of the risks and rewards incidental
to ownership of an asset are retained by the lessor are classified as operating leases.
Gross rental expenditure/income in respect of operating leases is recognised on a straight-line basis over the period of the
leases. Certain rental expenses are determined on the basis of revenue achieved in specific retail locations and are accrued
for on that basis.
Amounts paid to/received from the landlord to acquire or transfer the rights to a lease are treated as prepayments/accrued
income on the lease contract. Lease incentives, typically rent free periods and capital contributions, are held on the Balance
Sheet in accruals and deferred income and recognised over the term of the lease.
Finance leases where the Group is a lessee are capitalised at the commencement of the lease at the lower of fair value of the
leased asset and the present value of the minimum lease payments. Interest is charged to the Income Statement and credited
to the lease liability using the effective interest rate method. Lease liabilities are held in other payables on the Balance Sheet.
The capitalised leased assets are held in property, plant and equipment on the Balance Sheet, and are depreciated over the
shorter of the lease term and the useful life of the leased asset.
f) Dividend distributions
Dividend distributions to Burberry Group plc’s shareholders are recognised as a liability in the period in which the dividend
becomes a committed obligation. Final dividends are recognised when they are approved by the shareholders. Interim
dividends are recognised when paid.
116
Notes to the Financial Statements
2. Accounting policies (continued)
g) Pension costs
Defined contribution schemes
Eligible employees participate in defined contribution pension schemes, the principal one being in the UK with its assets held
in an independently administered fund. The cost of providing these benefits to participating employees is recognised in the
Income Statement as they fall due and comprises the amount of contributions to the schemes.
Defined benefit schemes
Eligible employees of the Group participate in defined benefit schemes in France and Taiwan.
The liability recognised on the Balance Sheet in respect of defined benefit schemes represents the Group’s share of the present
value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments
for unrecognised past-service costs. The defined benefit obligation is calculated annually by independent actuaries using
the Projected Unit Credit method.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised directly
in Other Comprehensive Income.
h) Intangible fixed assets
Goodwill
Goodwill is the excess of the cost of acquisition together with the value of any non-controlling interest, over the fair value
of identifiable net assets acquired. Goodwill on acquisition is recorded as an intangible fixed asset. Fair values are attributed
to the identifiable assets, liabilities and contingent liabilities that existed at the date of acquisition, reflecting their condition
at that date. Adjustments are also made to align the accounting policies of acquired businesses with those of the Group.
Goodwill is assigned an indefinite useful economic life. Impairment reviews are performed annually, or more frequently if events
or changes in circumstances indicate that the carrying value may not be recoverable. Impairment losses recognised on
goodwill are not reversed in future periods.
Trade marks, licences and other intangible assets
The cost of securing and renewing trade marks and licences, and the cost of acquiring other intangible assets such as key
money is capitalised at purchase price and amortised by equal annual instalments over the period in which benefits are
expected to accrue, typically ten years for trade marks, or the term of the lease or licence. The useful economic life of trade
marks and other intangible assets is determined on a case-by-case basis, in accordance with the terms of the underlying
agreement and the nature of the asset.
Computer software
The cost of acquiring computer software (including licences and separately identifiable external development costs)
is capitalised as an intangible asset at purchase price, plus any directly attributable cost of preparing that asset for
its intended use. Software costs are amortised by equal annual instalments over their estimated useful economic lives,
which are up to five years.
117
Notes to the Financial Statements
2. Accounting policies (continued)
i) Property, plant and equipment
Property, plant and equipment, with the exception of assets in the course of construction, is stated at cost or deemed cost,
based on historical revalued amounts, less accumulated depreciation and provision to reflect any impairment in value. Assets
in the course of construction are stated at cost less any provision for impairment and transferred to completed assets when
substantially all of the activities necessary for the asset to be ready for use have occurred. Cost includes the original purchase
price of the asset and costs attributable to bringing the asset to its working condition for its intended use.
Depreciation
Depreciation of property, plant and equipment is calculated to write off the cost or deemed cost, less residual value, of the
assets in equal annual instalments over their estimated useful lives at the following rates:
Type of asset
Land
Freehold buildings
Leaseholds
Plant, machinery, fixtures and fittings
Retail fixtures and fittings
Office equipment
Computer equipment
Assets in the course of construction
Category of property, plant and equipment
Freehold land and buildings
Freehold land and buildings
Leasehold improvements
Fixtures, fittings and equipment
Fixtures, fittings and equipment
Fixtures, fittings and equipment
Fixtures, fittings and equipment
Assets in the course of construction
Useful life
Not depreciated
Up to 50 years
Over the unexpired term of the lease
3 – 8 years
2 – 5 years
5 years
Up to 5 years
Not depreciated
Profit/loss on disposal of property, plant and equipment
Profits and losses on the disposal of property, plant and equipment represent the difference between the net proceeds and net
book value at the date of sale. Disposals are accounted for when the relevant transaction becomes unconditional.
j) Impairment of non-financial assets
Assets that have an indefinite useful economic life are not subject to amortisation and are tested annually for impairment.
Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstance
indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the
carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs
to sell and value-in-use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash flows (cash generating units). Non-financial assets, other than goodwill, for which an impairment
has been previously recognised are reviewed for possible reversal of impairment at each reporting date.
k) Investment properties
Investment properties are freehold properties held to earn rentals and/or for capital appreciation. Investment properties
are stated at cost less accumulated depreciation and provision to reflect any impairment in value. Cost includes the original
purchase price plus any directly attributable transaction costs. Investment properties are depreciated on a straight-line basis
over an estimated useful life of up to 50 years.
l) Discontinued operations and assets classified as held for sale
A discontinued operation is a component of the Group’s business that represents a separate major line of business or
geographical area of operations that has been disposed of, has been abandoned or meets the criteria to be classified
as held for sale. Discontinued operations are presented on the Income Statement as a separate line and are shown net of tax.
Non-current assets are classified as held for sale when their carrying amount is to be recovered principally through a sale
transaction rather than through continued use, and a sale within the next twelve months is considered to be highly probable.
Assets classified as held for sale cease to be depreciated and they are stated as the lower of carrying amount and fair value
less cost to sell.
m) Inventories
Inventories and work in progress are valued on a first-in-first-out basis at the lower of cost (including an appropriate proportion
of production overhead) and net realisable value. Where necessary, provision is made to reduce cost to no more than net
realisable value having regard to the nature and condition of inventory, as well as its anticipated saleability.
118
Notes to the Financial Statements
2. Accounting policies (continued)
n) Taxation
Tax expense represents the sum of the tax currently payable and deferred tax charge.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Income
Statement because it excludes items of income or expense which are taxable or deductible in other years and it further
excludes items which are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates
which have been enacted or substantively enacted by the balance sheet date.
Deferred income tax is recognised, using the liabilities method, on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the temporary
difference arises from initial recognition of an asset or liability in a transaction other than a business combination that
at the time of the transaction affects neither accounting nor taxable profit or loss, no deferred tax will be recognised.
Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet
date and are expected to apply when the related deferred income tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which
the temporary differences can be utilised.
Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the
reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse
in the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against
current tax liabilities and when deferred income tax assets and liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entities or different taxable entities where there is an intention to settle the balances
on a net basis.
o) Provisions
Provisions are recognised when there is a present legal or constructive obligation as a result of past events, for which
it is probable that an outflow of economic benefits will be required to settle the obligation, and where the amount of the
obligation can be reliably estimated. When the effect of the time value of money is material, provision amounts are calculated
based on the present value of the expenditures expected to be required to settle the obligation. The present value is calculated
using forward market interest rates as measured at the balance sheet reporting date, which have been adjusted for risks
reflected in future cash flow estimates.
Property obligations
A provision for the present value of future property reinstatement costs is recognised where there is an obligation to return
the leased property to its original condition at the end of an operating lease. Where a leased property is no longer expected
to be fully occupied or where the costs exceed the future expected benefits, an onerous lease provision will be recognised
for that portion of the lease excess to the Group’s requirements and not fully recovered through sub-leasing, or through
value-in-use.
Restructuring costs
Provisions for costs associated with restructuring programmes are recognised when a detailed formal restructuring plan has
been approved and communicated. Examples of restructuring related costs include employee termination payments, contract
termination penalties and onerous contract payments.
p) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown
in equity as a deduction, net of tax, from the proceeds.
Where any Group company purchases the Company’s equity share capital (treasury shares), the consideration paid, including
any directly attributable incremental costs, is deducted from equity attributable to owners of the Company until the shares are
cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net
of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable
to owners of the Company.
119
Notes to the Financial Statements
2. Accounting policies (continued)
q) Financial instruments
A financial instrument is initially recognised at fair value on the Balance Sheet when the entity becomes a party to the
contractual provisions of the instrument. A financial asset is derecognised when the contractual rights to the cash flow expire or
substantially all risks and rewards of the asset are transferred. A financial liability is derecognised when the obligation specified
in the contract is discharged, cancelled or expires.
Subsequent to initial recognition, all financial liabilities are stated at amortised cost using the effective interest method except
for derivatives, which are classified as held for trading, except where they qualify for hedge accounting, and are held at fair
value. Financial liabilities held at amortised cost include trade payables, accruals and borrowings.
The Group classifies its instruments in the following categories: financial assets at fair value through the profit or loss and loans
and receivables. Loans and receivables include trade and other receivables and cash and cash equivalents. Derivatives are
classified as held for trading, unless in a hedging relationship, and are held at fair value.
Financial instrument category
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Borrowings
Put option over non-controlling interest
Forward foreign exchange contracts(1)
Equity swap contracts
Onerous lease
Note
18
15
19
21
19
17
17
20
Classification
Loans and receivables
Loans and receivables
Other financial liabilities
Other financial liabilities
Measurement
Amortised cost
Amortised cost
Amortised cost
Amortised cost
Derivative instrument Fair value through profit and loss
Derivative instrument Fair value through profit and loss
Derivative instrument Fair value through profit and loss
Amortised cost
Other financial liabilities
(1) Hedge accounting is applied to cash flow hedges to the extent it is achievable.
The Group’s primary categories of financial instruments are listed below:
Cash and cash equivalents
On the Balance Sheet, cash and cash equivalents comprise cash and short-term deposits with a maturity date of three months
or less, held with banks and liquidity funds. In the Statement of Cash Flows, cash and cash equivalents also include bank
overdrafts, which are recorded under current liabilities on the Balance Sheet.
Trade and other receivables
Trade and other receivables are included in current assets, except for maturities greater than twelve months after the balance
sheet date. Receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is
objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables.
The amount of the movement in the provision is recognised in the Income Statement.
Trade and other payables
Trade and other payables are included in current liabilities, except for maturities greater than twelve months after the balance
sheet date. Payables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method.
Borrowings
Borrowings are recognised initially at fair value, inclusive of transaction costs incurred. Borrowings are subsequently stated
at amortised cost and the difference between the proceeds (net of transaction costs) and the redemption value is recognised
in the Income Statement over the period of the borrowings using the effective interest method. Borrowings are classified
as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months
after the balance sheet date.
Put option liabilities over non-controlling interest
Put options over shares in subsidiaries held by non-controlling interests are recognised initially at fair value through equity when
granted. They are subsequently re-measured at fair value at each reporting period with the change in fair value recorded in the
Income Statement as other finance expenses and income.
120
Notes to the Financial Statements
2. Accounting policies (continued)
q) Financial instruments (continued)
Derivative instruments
The Group uses derivative financial instruments to hedge its exposure to fluctuations in foreign exchange rates arising on certain
trading transactions. The principal derivative instruments used are forward foreign exchange contracts taken out to hedge highly
probable cash flows in relation to future sales, royalty receivables and product purchases. To manage interest rate risk the Group
manages its proportion of fixed and floating rate borrowings to within limits approved by the Board using interest rate swap
derivatives. It designates foreign currency borrowings in a net investment hedge of the assets of overseas subsidiaries.
When hedge accounting is applied, the Group documents at the inception of the transaction the relationship between hedging
instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions.
The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the hedging instruments
that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.
Derivatives are initially recognised at fair value at the trade date and are subsequently remeasured at their fair value. The
method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument,
and if so, the nature of the item being hedged. The Group designates certain derivatives as either: (1) hedges of the fair value
of recognised assets and liabilities or a firm commitment (fair value hedge); or (2) hedges of highly probable forecast
transactions (cash flow hedges); or (3) classified as held for trading.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the Income
Statement immediately, together with any changes in the fair value of the hedged item that is attributable to the hedged risk.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is deferred
in Other Comprehensive Income. The gain or loss relating to the ineffective portion of the gain or loss is recognised immediately
in the Income Statement. Amounts deferred in Other Comprehensive Income are recycled in the Income Statement in the
periods when the hedged item affects the Income Statement. When a hedging instrument expires or is sold, or when a hedge
no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at the time remains in equity
and is recognised when the forecast transaction is ultimately recognised in the Income Statement. When a forecast transaction
is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the Income
Statement within ‘other gains/(losses) — net’. If a derivative instrument is not designated as a hedge, the subsequent change
to the fair value is recognised in the Income Statement within operating expenses or interest depending upon the nature of
the instrument.
Where the Group hedges net investments in foreign operations through foreign currency borrowings, the gains or losses
on the retranslation of the borrowings are recognised in Other Comprehensive Income and will be reclassified to the Income
Statement when the foreign operation that was hedged is disposed of.
121
Notes to the Financial Statements
2. Accounting policies (continued)
r) Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (the functional currency). The consolidated financial statements are
presented in Sterling which is the Company’s functional and the Group’s presentation currency.
Transactions in foreign currencies
Transactions denominated in foreign currencies within each entity in the Group are translated into the functional currency
at the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies,
which are held at the year end, are translated into the functional currency at the exchange rate ruling at the balance sheet date.
Exchange differences on monetary items are recognised in the Income Statement in the period in which they arise, except
where these exchange differences form part of a net investment in overseas subsidiaries of the Group, in which case such
differences are taken directly to the foreign currency translation reserve.
Translation of the results of overseas businesses
The results of overseas subsidiaries are translated into the Group’s presentation currency of Sterling each month at the
weighted average exchange rate for the month according to the phasing of the Group’s trading results. The weighted average
exchange rate is used, as it is considered to approximate the actual exchange rates on the date of the transactions. The assets
and liabilities of such undertakings are translated at the year end exchange rates. Differences arising on the retranslation of the
opening net investment in subsidiary companies, and on the translation of their results, are taken directly to the foreign
currency translation reserve.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities
of the foreign operation and translated at the closing rate.
The principal exchange rates used were as follows:
Euro
US Dollar
Chinese Yuan Renminbi
Hong Kong Dollar
Korean Won
Average rate
Year to
31 March
2013
1.22
1.58
9.91
12.25
1,758
Year to
31 March
2012
1.16
1.60
10.15
12.38
1,775
Closing rate
As at
31 March
2013
1.18
1.52
9.44
11.79
1,691
As at
31 March
2012
1.20
1.60
10.07
12.41
1,811
The average exchange rate achieved by the Group on its Yen royalty income, taking into account its use of Yen forward foreign
exchange contracts on a monthly basis approximately twelve months in advance of royalty receipts, was Yen 126.9: £1 in the
year to 31 March 2013 (2012: Yen 133.1: £1).
s) Adjusted profit before taxation and exceptional items
Exceptional items include those items that are largely one-off and material in nature. The Group presents these items in
note 6 to the accounts in profit before taxation. Fair value movements on options held over equity interests, which are held
for the purpose of future business developments, rather than speculative purposes, are also considered to be exceptional
items and are separately presented in the Income Statement. These items are added back/deducted from profit/loss before
taxation to arrive at adjusted profit/loss before taxation. These items and their related tax impacts are added back/deducted
from profit attributable to owners of the Company to arrive at adjusted earnings per share. These measures are disclosed in
order to provide additional consideration of the underlying performance of the Group’s ongoing business.
122
Notes to the Financial Statements
3. Segmental analysis
The Chief Operating Decision Maker has been identified as the Board of Directors. The Board reviews the Group’s internal
reporting in order to assess performance and allocate resources. Management has determined the operating segments based
on the reports used by the Board.
The Board considers the Group’s business through its two channels to market, being retail/wholesale and licensing. Retail/
wholesale revenues are generated by the sale of luxury goods through Burberry mainline stores, concessions, outlets and
digital commerce as well as Burberry franchisees, prestige department stores globally and multi-brand specialty accounts.
The flow of global product between retail and wholesale channels and across our regions is monitored and optimised at a
corporate level and implemented via the Group’s inventory hubs situated in Asia, Europe and the USA. Licensing revenues
are generated through the receipt of royalties from the Group’s partners in Japan and global licensees of fragrances, eyewear,
timepieces and European childrenswear.
The Board assesses channel performance based on a measure of adjusted operating profit. This measurement basis excludes
the effects of exceptional items. The measure of earnings for each operating segment that is reviewed by the Board includes
an allocation of corporate and central costs. Interest income and charges are not included in the result for each operating
segment that is reviewed by the Board.
Retail/Wholesale
Licensing
Total
Retail
Wholesale
Licensing
Total segment revenue
Inter-segment revenue(1)
Revenue from external customers
Depreciation and amortisation
Net impairment charges
Other non-cash expenses
Share based payments
Adjusted operating profit
Exceptional items(2)
Finance income
Finance expense
Profit before taxation
Year to
31 March
2013
£m
1,416.6
472.7
–
1,889.3
–
1,889.3
111.1
11.3
19.9
Year to
31 March
2012
£m
1,270.3
478.3
–
1,748.6
–
1,748.6
87.6
6.8
25.4
335.6
286.9
Year to
31 March
2013
£m
–
–
111.4
111.4
(2.0)
109.4
–
–
5.0
92.5
Year to
31 March
2012
£m
–
–
118.9
118.9
(10.3)
108.6
Year to
31 March
2013
£m
1,416.6
472.7
111.4
2,000.7
(2.0)
1,998.7
Year to
31 March
2012
£m
1,270.3
478.3
118.9
1,867.5
(10.3)
1,857.2
–
–
6.4
90.0
111.1
11.3
24.9
428.1
(77.1)
3.4
(3.7)
350.7
87.6
6.8
31.8
376.9
(10.2)
2.9
(3.6)
366.0
(1) Inter-segment transfers or transactions are entered into under the normal commercial terms and conditions that would be available to unrelated third parties.
(2) Refer to note 6 for details of exceptional items.
Additions to non-current assets
Total segment assets
Goodwill
Cash and cash equivalents
Taxation
Assets relating to discontinued Spanish operations
Total assets per Balance Sheet
Retail/Wholesale
Licensing
Total
Year to
31 March
2013
£m
253.6
Year to
31 March
2012
£m
150.7
Year to
31 March
2013
£m
–
Year to
31 March
2012
£m
–
Year to
31 March
2013
£m
253.6
Year to
31 March
2012
£m
150.7
1,094.0
875.5
4.2
4.5
1,098.2
86.3
426.4
127.0
8.3
1,746.2
880.0
81.2
546.9
94.2
8.3
1,610.6
123
Notes to the Financial Statements
3. Segmental analysis (continued)
Revenue by product
Accessories
Womens
Mens
Childrens/Other
Retail/Wholesale
Licensing
Total
Revenue by destination
Asia Pacific
Europe
Americas
Rest of World
Retail/Wholesale
Licensing
Total
Year to
31 March
2013
£m
734.3
618.2
464.2
72.6
1,889.3
109.4
1,998.7
Year to
31 March
2013
£m
745.3
560.3
463.3
120.4
1,889.3
109.4
1,998.7
Year to
31 March
2012
£m
689.4
582.5
410.5
66.2
1,748.6
108.6
1,857.2
Year to
31 March
2012
£m
652.5
552.6
434.5
109.0
1,748.6
108.6
1,857.2
Revenue to external customers originating in the UK totalled £491.7m for the year to 31 March 2013 (2012: £471.2m).
Revenue to external customers originating in foreign countries totalled £1,507.0m for the year to 31 March 2013
(2012: £1,386.0m).This amount includes £419.5m of external revenues originating in the US (2012: £392.9m)
and £259.6m of external revenues originating in China (2012: £213.9m).
The total of non-current assets other than financial instruments and deferred tax assets located in the UK is £211.5m
(2012: £111.7m). The remaining £421.1m of non-current assets are located in other countries (2012: £375.3m), with
£161.8m located in North America (2012: £146.8m) and £73.5m located in China (2012: £67.0m).
4. Net operating expenses
Selling and distribution costs
Administrative expenses
Property rental income under operating leases
Exceptional items
Termination of licence relationship
Restructuring costs
Total
Note
6
6
Year to
31 March
2013
£m
604.2
410.3
(0.6)
82.9
(0.6)
1,096.2
Year to
31 March
2012(1)
£m
510.5
412.3
(0.8)
–
–
922.0
(1) The year ended 31 March 2012 has been re-presented to reallocate certain costs from administrative expenses to selling and distribution to better reflect the nature
of these costs.
124
Notes to the Financial Statements
5. Profit before taxation
Profit before taxation is stated after charging/(crediting):
Depreciation of property, plant and equipment
Within cost of sales
Within selling and distribution costs(1)
Within administrative expenses(1)
Amortisation of intangible assets
Within selling and distribution costs
Within administrative expenses
Loss on disposal of property, plant and equipment and intangible assets
Net impairment charge relating to retail assets
Net impairment charge relating to intangible assets
Employee costs(2)
Operating lease rentals
Minimum lease payments
Contingent rents
Net exchange (gain)/loss included in the Income Statement
Trade receivables net impairment charge
Exceptional items
Termination of licence relationship
Restructuring costs
Put option liability finance charges
Year to
31 March
2013
£m
Year to
31 March
2012
£m
Note
0.5
76.2
17.7
2.0
14.7
0.1
11.3
–
385.6
142.6
73.7
(5.0)
2.1
82.9
(0.6)
(5.2)
0.3
59.6
14.3
–
13.3
0.3
3.8
3.0
358.7
112.0
70.9
3.3
1.4
–
–
10.2
6
6
6
(1) The year ended 31 March 2012 has been re-presented to reallocate certain costs from administrative expenses to selling and distribution to better reflect the nature
of these costs.
(2) Excludes costs relating to the setup of the Burberry Beauty business which have been included within exceptional items for the year ended 31 March 2013
(refer note 6).
Auditor remuneration
Fees incurred during the year in relation to audit and non-audit services are analysed below. All work performed by the external
auditors is controlled by an authorisation policy agreed by the Audit Committee. The overriding principle precludes the auditors
from engaging in non-audit services that would compromise their independence. Non-audit services are provided by the auditors
where they are best placed to provide the service due to their previous experience or market leadership in a particular area.
Audit services in respect of the accounts of the Company and consolidation
Audit services in respect of the accounts of subsidiary companies
Audit related assurance services
Services relating to taxation
Compliance services
Advisory services
Other non-audit related services
Total
Year to
31 March
2013
£m
0.3
1.3
0.1
0.2
0.4
0.2
2.5
Year to
31 March
2012
£m
0.3
1.1
0.2
0.1
0.3
0.1
2.1
125
Notes to the Financial Statements
6. Exceptional items
Termination of licence relationship
During the year ended 31 March 2013, a total of £82.9m has been recognised as an exceptional item relating to the termination
of the fragrance and beauty licence relationship with Interparfums SA. A tax credit of £19.1m has been recognised on this
exceptional charge in the current period.
On 16 July 2012, the Group exercised its right to terminate its fragrance and beauty licence relationship with Interparfums SA
in exchange for a payment of €181.2m (£142.2m at the spot rate of €1.27: £1 on the date of exercise). The payment was made
on 21 December 2012 (£144.1m at the spot rate prevailing on the date of payment) and the termination was effective from
1 April 2013. The terms of the termination were set out in the licence agreement, as modified by a subsequent transition
agreement signed on 10 October 2012. If the licence relationship had not been terminated it would have expired on
31 December 2017.
£70.9m of this payment has been capitalised as an intangible asset within the category ‘trade marks, licences and other
intangible assets’ (refer note 11).
The remaining £71.3m, which does not qualify to be capitalised as an intangible asset, has been recognised as an expense
in the current period. The £71.3m expense has been recognised as an exceptional item, due to the size and nature of the
transaction. Other costs, which were incurred by the Group in the year as a result of the transaction, have been included
within the total reported exceptional item of £82.9m relating to the termination of the fragrance and beauty licence relationship.
These other costs are separately presented in order to provide additional consideration of the underlying performance of the
Group’s ongoing business in the year.
The analysis of the exceptional item relating to the termination of the fragrance and beauty licence relationship and details
of the other costs are as follows:
Payment to Interparfums SA
Professional fees
Net foreign exchange loss
Set up costs
Total exceptional item relating to termination of licence relationship
Year to
31 March
2013
£m
71.3
0.5
2.2
8.9
82.9
Professional fees
Professional fees of £0.5m were incurred as a result of the transaction, mainly relating to legal services, tax advice and
valuation services.
Net foreign exchange loss
The payment to Interparfums SA was hedged through taking out forward contracts, which matured on 21 December 2012.
These contracts had a combined effective average rate of €1.26: £1, compared to the €1.27: £1 used to initially record the
transaction. This has resulted in a difference of £2.2m between the Sterling equivalent of the amount to settle the creditor
with Interparfums SA and the amount to settle the forward contract.
Set up costs
Set up costs of £8.9m were incurred during the year. These set up costs will not recur in future years, and solely represent
expenses incurred as a result of transitioning the fragrance and beauty business from a licensed operation to a directly operated
business. The direct operation is effective from 1 April 2013 and hence these set up costs did not relate to the Group’s ongoing
business in the year. Further costs incurred in relation to the fragrance and beauty business from 1 April 2013 will not be treated
as exceptional, other than amortisation of the intangible asset relating to the termination of the licence relationship.
The set up costs include marketing costs which would have been borne by Interparfums SA if the licence relationship had not
been terminated; the cost of employees hired in the current year to support the direct operation from 1 April 2013; rental costs
for a new distribution centre for the Beauty business; system development expenses; consultancy fees, registration fees and
contractual obligations in relation to equipment and inventory purchases arising from the transition agreement.
126
Notes to the Financial Statements
6. Exceptional items (continued)
Restructuring costs
During the year ended 31 March 2013, an exceptional credit was recognised for the release of £0.6m of the restructuring
provision held in respect of the cost efficiency programme announced in the year to 31 March 2009. A tax charge of £0.1m
has been recognised in relation to this exceptional credit in the current period.
Put option liability finance income/charges
The exceptional financing credit of £5.2m for the year ended 31 March 2013 (2012: charge of £10.2m) relates to fair value
movements and the unwinding of the discount on the put option liability over the non-controlling interest in Burberry (Shanghai)
Trading Co., Ltd. Refer to note 19 for further details of the carrying value of the put option liability. No tax has been recognised
on this item, as it is not considered to be deductible for tax purposes.
7. Financing
Bank interest income
Finance income
Interest expense on bank loans and overdrafts
Bank charges
Finance expense
Other financing charges — put option liability
Net finance income/(charge)
8. Taxation
Analysis of charge for the year recognised in the Group Income Statement:
Current tax
UK corporation tax
Current tax on income for the year to 31 March 2013 at 24% (2012: 26%)
Double taxation relief
Adjustments in respect of prior years
Foreign tax
Current tax on income for the year
Adjustments in respect of prior years
Total current tax
Deferred tax
UK deferred tax
Origination and reversal of temporary differences
Impact of changes to tax rates
Adjustments in respect of prior years
Foreign deferred tax
Origination and reversal of temporary differences
Impact of changes to tax rates
Adjustments in respect of prior years
Total deferred tax
Total tax charge on profit
Note
6
Year to
31 March
2013
£m
3.4
3.4
(2.3)
(1.4)
(3.7)
5.2
4.9
Year to
31 March
2012
£m
2.9
2.9
(2.3)
(1.3)
(3.6)
(10.2)
(10.9)
Year to
31 March
2013
£m
Year to
31 March
2012
£m
79.4
(0.5)
1.0
79.9
37.2
10.2
127.3
(19.8)
1.6
(1.2)
(19.4)
(15.7)
–
(0.7)
(35.8)
91.5
79.9
(1.7)
(1.7)
76.5
36.8
(1.5)
111.8
(1.1)
1.3
(0.4)
(0.2)
(16.0)
(0.1)
5.1
(11.2)
100.6
127
Notes to the Financial Statements
8. Taxation (continued)
Analysis of charge for the year recognised in other comprehensive income and directly in equity:
Current tax
Recognised in other comprehensive income
Current tax charge on exchange differences on loans (foreign currency translation reserve)
Total current tax recognised in other comprehensive income
Recognised in equity
Current tax credit on share options (retained earnings)
Total current tax recognised directly in equity
Deferred tax
Recognised in other comprehensive income
Deferred tax credit on cash flow hedges deferred in equity (hedging reserve)
Deferred tax charge on cash flow hedges transferred to income (hedging reserve)
Deferred tax (credit)/charge on exchange differences on loans (foreign currency translation reserve)
Total deferred tax recognised in other comprehensive income
Recognised in equity
Deferred tax charge/(credit) on share options (retained earnings)
Total deferred tax recognised directly in equity
Year to
31 March
2013
£m
Year to
31 March
2012
£m
6.8
6.8
(7.3)
(7.3)
(0.3)
1.6
(5.4)
(4.1)
9.2
9.2
0.1
0.1
(13.8)
(13.8)
(0.6)
1.4
0.1
0.9
(3.6)
(3.6)
The tax rate applicable on profit varied from the standard rate of corporation tax in the UK due to the following factors:
Profit before taxation
Tax at 24% (2012: 26%) on profit before taxation
Rate adjustments relating to overseas profits
Permanent differences
Current year tax losses not recognised
Adjustments in respect of prior years
Adjustments to deferred tax relating to changes in tax rates
Total taxation charge
Total taxation recognised in the Group Income Statement arises on:
Adjusted profit before taxation
Exceptional items
Total taxation charge
Year to
31 March
2013
£m
350.7
Year to
31 March
2012
£m
366.0
84.2
(7.4)
0.9
2.9
9.3
1.6
91.5
95.2
(8.9)
8.3
3.2
1.5
1.3
100.6
Year to
31 March
2013
£m
110.5
(19.0)
91.5
Year to
31 March
2012
£m
100.6
–
100.6
128
Notes to the Financial Statements
9. Earnings per share
The calculation of basic earnings per share is based on profit or loss attributable to owners of the Company for the year
divided by the weighted average number of ordinary shares in issue during the year. Basic and diluted earnings per share
based on adjusted profit before taxation are also disclosed to indicate the underlying profitability of the Group.
Attributable profit for the year before exceptional items(1) and discontinued operations
Effect of exceptional items(1) (after taxation)
Attributable profit for the year from continuing operations
Attributable loss from discontinued operations
Attributable profit for the year
(1) Refer to note 6 for details of exceptional items.
Year to
31 March
2013
£m
312.4
(58.1)
254.3
–
254.3
Year to
31 March
2012
£m
273.8
(10.2)
263.6
(0.3)
263.3
The weighted average number of ordinary shares represents the weighted average number of Burberry Group plc ordinary
shares in issue throughout the year, excluding ordinary shares held in the Group’s employee share option plan trusts
(ESOP trusts).
Diluted earnings per share is based on the weighted average number of ordinary shares in issue during the year. In addition,
account is taken of any options and awards made under the employee share incentive schemes, which will have a dilutive
effect when exercised. Refer to note 26 for additional information on the terms and conditions of the employee share
incentive schemes.
Weighted average number of ordinary shares in issue during the year
Dilutive effect of the employee share incentive schemes
Diluted weighted average number of ordinary shares in issue during the year
10. Dividends paid to owners of the Company
Prior year final dividend paid 18.00p per share (2012: 15.00p)
Interim dividend paid 8.00p per share (2012: 7.00p)
Total
Year to
31 March
2013
Millions
436.2
10.3
446.5
Year to
31 March
2013
£m
78.6
34.9
113.5
Year to
31 March
2012
Millions
435.9
8.4
444.3
Year to
31 March
2012
£m
65.4
30.5
95.9
A final dividend in respect of the year to 31 March 2013 of 21.00p (2012: 18.00p) per share, amounting to £91.5m (2012: £78.6m),
has been proposed for approval by the shareholders at the Annual General Meeting subsequent to the balance sheet date.
The final dividend to Burberry Group plc shareholders has not been recognised as a liability at the year end and will be paid
on 1 August 2013 to shareholders on the register at the close of business on 5 July 2013.
129
Notes to the Financial Statements
11. Intangible assets
Cost
As at 1 April 2011
Effect of foreign exchange rate changes
Additions
Disposals
Reclassification from assets in the course of construction (note 12)
Business combinations
As at 31 March 2012
Effect of foreign exchange rate changes
Additions
Disposals
As at 31 March 2013
Accumulated amortisation and impairment
As at 1 April 2011
Effect of foreign exchange rate changes
Charge for the year
Disposals
Net impairment charge on assets
As at 31 March 2012
Effect of foreign exchange rate changes
Charge for the year
Disposals
As at 31 March 2013
Net book value
As at 31 March 2013
As at 31 March 2012
Trade marks,
licences and
other intangible
assets
£m
Goodwill
£m
Computer
software
£m
73.1
1.5
–
–
–
6.6
81.2
5.1
–
–
86.3
–
–
–
–
–
–
–
–
–
–
86.3
81.2
23.8
(0.9)
1.1
(0.2)
1.9
–
25.7
0.1
73.2
–
99.0
11.0
(0.5)
2.0
(0.2)
–
12.3
–
2.1
–
14.4
84.6
13.4
51.8
(0.1)
22.7
(5.8)
1.3
–
69.9
0.8
15.1
(2.1)
83.7
23.0
(0.1)
11.3
(5.8)
3.0
31.4
0.5
14.6
(2.1)
44.4
39.3
38.5
Total
£m
148.7
0.5
23.8
(6.0)
3.2
6.6
176.8
6.0
88.3
(2.1)
269.0
34.0
(0.6)
13.3
(6.0)
3.0
43.7
0.5
16.7
(2.1)
58.8
210.2
133.1
Fragrance and beauty intangible asset
On 16 July 2012, the Group exercised its right to terminate its fragrance and beauty licence relationship with Interparfums SA
in exchange for a payment of €181.2m (£142.2m at the spot rate at the time of exercise). The payment was made on
21 December 2012 and the termination was effective from 1 April 2013. The terms of the termination were set out in the licence
agreement, as modified by a subsequent transition agreement signed on 10 October 2012. If the licence relationship had not
been terminated it would have expired on 31 December 2017. The payment of €181.2m has given rise to an intangible asset
of £70.9m and an expense of £71.3m at the spot rate of €1.27: £1 on 16 July 2012.
The intangible asset relates to the present value of the anticipated incremental income which will be earned by the Group,
as a result of selling fragrance and beauty products through retail and wholesale channels rather than under licence, from
1 April 2013 to 31 December 2017, being the remaining period of the original licence, prior to its termination. In order to identify
the carrying value of the intangible asset acquired, a value-in-use calculation has been performed, based on key forecast
assumptions including: sales of products until 2017, by product category; operating margins achieved on this activity; tax
charged on the incremental profits; the working capital required to support this activity; and anticipated tax relief on the
payment made to acquire the intangible asset. Such forecast assumptions are inherently uncertain and the actual cash flows
between 1 April 2013 and 31 December 2017 may differ materially from these assumptions.
The asset is presented within the intangible asset category ‘trade marks, licences and other intangible assets’. It will be
amortised on a straight-line basis over the period 1 April 2013 to 31 December 2017.
The remaining £71.3m, which does not qualify to be capitalised as an intangible asset, has been recognised as an expense
in the current period (refer to note 6).
130
Notes to the Financial Statements
11. Intangible assets (continued)
Impairment testing of goodwill
The carrying value of the goodwill allocated to cash generating units:
China(1)
Korea
Other
Total
As at
31 March
2013
£m
44.7
24.4
17.2
86.3
As at
31 March
2012
£m
41.9
22.8
16.5
81.2
(1) The goodwill reported for China does not include any goodwill attributable to the non-controlling interest.
The Group tests goodwill for impairment annually or where there is an indication that goodwill might be impaired. The
recoverable amount of all cash generating units has been determined on a value-in-use basis. Value-in-use calculations
for each cash generating unit are based on projected three year pre-tax discounted cash flows together with a discounted
terminal value. The cash flows have been discounted at pre-tax rates reflecting the Group’s weighted average cost of capital
adjusted for country specific tax rates and risks. Where the cash generating unit has a non-controlling interest which was
recognised as its proportionate interest in the net identifiable assets of the acquired subsidiary at the acquisition date,
the carrying amount of the goodwill has been grossed up, to include the goodwill attributable to the non-controlling interest,
for the purpose of impairment testing the goodwill attributable to the cash generating unit. The key assumptions contained
in the value-in-use calculations include the future revenues, the margins achieved, the assumed life of the business and the
discount rates applied.
The value-in-use calculations have been prepared using management’s approved financial plans for the three years ending
31 March 2016. These plans contain management’s best view of the expected performance for the year ending 31 March 2014
and the expected growth rates for the two years ending 31 March 2015 and 31 March 2016. The plans are based on the
performance achieved in the current year and management’s knowledge of the market environment and future business
plans. A terminal value has been included in the value-in-use calculation based on the cash flows for the year ending
31 March 2016 incorporating the assumption that there is no growth beyond 31 March 2016.
For the material goodwill balances of China and Korea, a sensitivity analysis has been performed on the value-in-use
calculations by assuming no growth beyond the year ending 31 March 2014. This sensitivity analysis indicated significant
headroom between the recoverable amount under this scenario and the carrying value of goodwill and therefore management
considered no further detailed sensitivity analysis was required.
The discount rates for China and Korea were 15.6% and 13.1% respectively (2012: 14.4%; 12.5%).
No impairment has been recognised in respect of the carrying value of the goodwill balance in the year as, for each cash
generating unit, the recoverable amount of goodwill exceeds its carrying value.
131
12. Property, plant and equipment
Cost
As at 1 April 2011
Effect of foreign exchange rate changes
Additions
Disposals
Reclassification from assets in the
course of construction
Business combination
Reclassification(2)
As at 31 March 2012
Effect of foreign exchange rate changes
Additions
Disposals
Transfer from assets held for sale (note 27)
Reclassification from assets in the
course of construction
As at 31 March 2013
Accumulated depreciation and impairment
As at 1 April 2011
Effect of foreign exchange rate changes
Charge for the year
Disposals
Net impairment charge on assets
Reclassification(2)
As at 31 March 2012
Effect of foreign exchange rate changes
Charge for the year
Disposals
Transfer from assets held for sale (note 27)
Net impairment charge on assets
As at 31 March 2013
Net book value
As at 31 March 2013
As at 31 March 2012
Notes to the Financial Statements
Freehold land
and buildings
£m
55.1
(0.1)
0.5
(1.3)
Leasehold
improvements
£m
185.4
(1.0)
40.5
(8.0)
Fixtures,
fittings and
equipment (1)
£m
266.4
(3.4)
54.2
(32.8)
Assets in the
course of
construction
£m
19.9
0.3
31.7
–
–
–
–
54.2
2.9
15.0
–
28.8
3.3
3.2
–
27.5
247.6
12.3
53.5
(17.9)
–
7.6
11.0
3.0
(27.5)
270.9
8.9
78.0
(16.8)
6.5
18.8
104.2
303.1
366.3
16.3
–
1.9
(1.3)
–
–
16.9
0.5
1.3
–
20.5
–
39.2
65.0
37.3
79.7
(0.7)
27.9
(7.9)
2.5
8.9
110.4
6.1
37.2
(17.9)
–
5.4
141.2
161.9
137.2
149.0
(2.1)
44.4
(32.6)
1.3
(8.9)
151.1
4.6
55.9
(16.7)
6.5
5.9
207.3
159.0
119.8
(17.4)
–
–
34.5
(0.4)
18.8
–
–
(29.7)
23.2
–
–
–
–
–
–
–
–
–
–
–
–
–
23.2
34.5
Total
£m
526.8
(4.2)
126.9
(42.1)
(3.2)
3.0
–
607.2
23.7
165.3
(34.7)
35.3
–
796.8
245.0
(2.8)
74.2
(41.8)
3.8
–
278.4
11.2
94.4
(34.6)
27.0
11.3
387.7
409.1
328.8
(1) Included in fixtures, fittings and equipment are finance lease assets with a net book value of £3.4m (2012: £2.0m).
(2) During the year ended 31 March 2012, £18.6m of assets were reclassified from fixtures and fittings to leasehold improvements as this was more representative of the
nature of these assets.
During the year to 31 March 2013, a net impairment charge of £11.3m (2012: £3.8m) was identified as part of the annual
impairment review of the retail store assets.
Where indicators of impairment were identified, the impairment review compared the value-in-use of the assets to the carrying
values at 31 March 2013. The pre-tax cash flow projections were based on financial plans of expected revenues and costs of
each retail cash generating unit, as approved by management, and extrapolated beyond the budget year to the lease exit dates
using growth rates and inflation rates appropriate to each store’s location. The pre-tax discount rates used in these calculations
were between 11.8% and 18.2% (2012: between 10.8% and 16.7%), based on the Group’s weighted average cost of capital
adjusted for country-specific tax rates and risks.
132
Notes to the Financial Statements
13. Investment properties
Cost
As at 1 April
Effect of foreign exchange rate changes
As at 31 March
Accumulated depreciation
As at 1 April
Effect of foreign exchange rate changes
Charge for the year
As at 31 March
Net book value
2013
£m
3.6
–
3.6
0.8
–
0.1
0.9
2.7
2012
£m
3.8
(0.2)
3.6
0.8
(0.1)
0.1
0.8
2.8
The Group leases out a freehold property in France to a third party on commercial terms. Rental income net of operating
expenses directly attributable to the property of £0.7m is included in the profit for the year ended 31 March 2013 (2012: £0.7m).
Based on a valuation report prepared by Cushman & Wakefield, the market valuation of the investment property is £11.3m,
using closing exchange rates at 31 March 2013 (2012: £11.2m). The valuation was prepared in accordance with the Royal
Institution of Chartered Surveyors and the International Valuation Standards Council, and is supported by market evidence.
14. Deferred taxation
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current
tax liabilities and there is an intention to settle on a net basis, and to the same fiscal authority. The offset amounts are shown
in the table below:
Deferred tax assets
Deferred tax liabilities
Net amount
The movement in the deferred tax account is as follows:
As at 1 April
Effect of foreign exchange rate changes
Credited to the Income Statement
Credited/(charged) to other comprehensive income
(Charged)/credited to equity
As at 31 March
As at
31 March
2013
£m
117.6
(0.8)
116.8
As at
31 March
2013
£m
82.7
3.4
35.8
4.1
(9.2)
116.8
As at
31 March
2012
£m
84.1
(1.4)
82.7
As at
31 March
2012
£m
68.6
0.2
11.2
(0.9)
3.6
82.7
133
Notes to the Financial Statements
14. Deferred taxation (continued)
The movement in deferred tax assets and liabilities during the year, without taking into consideration the off-setting of balances
within the same tax jurisdiction, is as follows:
Unrealised
inventory
profit and
other
inventory
provisions
£m
(0.8)
–
(1.7)
(2.5)
(0.1)
(0.9)
(3.5)
Unrealised
inventory
profit and
other
inventory
provisions
£m
29.1
–
Deferred tax liabilities
As at 1 April 2011
Effect of foreign exchange rate changes
Charged/(credited) to the Income Statement
As at 31 March 2012
Effect of foreign exchange rate changes
(Credited)/charged to the Income Statement
As at 31 March 2013
Deferred tax assets
As at 1 April 2011
Effect of foreign exchange rate changes
Credited/(charged) to the Income Statement
Charged to other comprehensive income
Credited to equity
As at 31 March 2012
Effect of foreign exchange rate changes
Credited/(charged) to the Income Statement
(Charged)/credited to other comprehensive income
Charged to equity
As at 31 March 2013
Capital
allowances
£m
5.8
(0.2)
21.2
26.8
0.1
(1.5)
25.4
Capital
allowances
£m
(7.6)
(0.1)
11.5
–
–
3.8
(1.2)
23.3
–
–
25.9
Derivative
instruments
£m
1.5
–
–
1.5
–
Unused tax
losses
£m
–
–
(3.8)
(3.8)
(0.3)
–
1.5
4.1
–
Other
£m
1.5
(0.1)
(11.3)
(9.9)
0.4
(7.1)
(16.6)
Share
schemes
£m
30.5
–
Derivative
instruments
£m
0.6
–
7.1
–
–
36.2
1.9
(2.7)
–
–
35.4
2.5
–
3.6
36.6
–
4.1
–
(9.2)
31.5
–
(0.8)
–
(0.2)
–
–
(1.3)
–
(1.5)
Unused
tax
losses
£m
16.6
–
(11.9)
–
–
4.7
0.7
(2.7)
–
–
2.7
Other
£m
7.4
–
6.4
(0.1)
–
13.7
2.1
8.4
5.4
–
29.6
123.6
Total
£m
8.0
(0.3)
4.4
12.1
0.1
(5.4)
6.8
Total
£m
76.6
(0.1)
15.6
(0.9)
3.6
94.8
3.5
30.4
4.1
(9.2)
Deferred tax balances within the Other category in the analysis above include temporary differences arising on provisions,
deferred income and unrealised exchange differences deferred in equity.
Deferred tax assets are recognised for tax losses carried forward to the extent that the realisation of the related benefit through
the future taxable profits is probable. The Group did not recognise deferred tax assets of £22.3m (2012: £20.3m) in respect of
losses and temporary timing differences amounting to £68.7m (2012: £57.8m) that can be set off against future taxable income.
There is a time limit for the recovery of £14.1m of these potential assets (2012: £13.0m) which ranges from six to ten years
(2012: seven to ten years).
Included within other temporary differences above is a deferred tax liability of £0.6m (2012: £0.6m) relating to unremitted
overseas earnings. No deferred tax liability is provided in respect of any future remittance of earnings of foreign subsidiaries
where the Group is able to control the remittance of earnings and it is probable that such earnings will not be remitted in the
foreseeable future, or where no liability would arise on the remittance. The unrecognised deferred tax liability on unremitted
earnings is £4.8m (2012: £2.0m).
134
Notes to the Financial Statements
15. Trade and other receivables
Non-current
Deposits and other receivables
Prepayments
Total non-current trade and other receivables
Current
Trade receivables
Provision for doubtful debts
Net trade receivables
Other receivables
Financial
Non-financial
Prepayments
Accrued income
Total current trade and other receivables
Total trade and other receivables
As at
31 March
2013
£m
As at
31 March
2012
£m
29.3
10.6
39.9
116.6
(7.3)
109.3
10.4
15.2
21.6
3.1
159.6
199.5
17.9
4.4
22.3
103.0
(7.6)
95.4
8.0
18.4
19.2
4.2
145.2
167.5
Included in trade and other receivables are non-financial assets of £47.4m (2012: £42.0m).
The individually impaired receivables relate to balances with trading parties which have passed their payment due dates
or where uncertainty exists over recoverability. As at 31 March 2013, trade receivables of £27.0m (2012: £28.0m) were
impaired. The amount of the provision against these receivables was £7.3m as of 31 March 2013 (2012: £7.6m). It was
assessed that a portion of the receivables is expected to be recovered. The ageing of the impaired trade receivables
is as follows:
Current
Less than one month overdue
One to three months overdue
Over three months overdue
As at
31 March
2013
£m
0.5
20.4
1.8
4.3
27.0
As at
31 March
2012
£m
0.2
21.8
1.3
4.7
28.0
As at 31 March 2013, trade receivables of £5.4m (2012: £0.1m) were overdue but not impaired. The ageing of these overdue
receivables is as follows:
Less than one month overdue
One to three months overdue
As at
31 March
2013
£m
3.7
1.7
5.4
As at
31 March
2012
£m
0.1
–
0.1
135
Notes to the Financial Statements
15. Trade and other receivables (continued)
Movement on the provision for doubtful debts is as follows:
As at 1 April
Increase in provision for doubtful debts
Receivables written off during the year as uncollectable
Unused provision reversed
As at 31 March
Year to
31 March
2013
£m
7.6
2.5
(2.4)
(0.4)
7.3
Year to
31 March
2012
£m
12.1
2.1
(5.9)
(0.7)
7.6
As at 31 March 2013 there were no impaired receivables within other receivables (2012: £0.4m).
The carrying amounts of the Group’s non-derivative financial assets excluding cash and cash equivalents are denominated
in the following currencies:
Sterling
US Dollar
Euro
Chinese Yuan Renminbi
Other currencies
Year to
31 March
2013
£m
7.5
21.4
40.6
29.2
53.4
152.1
Year to
31 March
2012
£m
14.9
16.5
36.1
22.7
35.3
125.5
The nominal value less impairment provision of trade and other receivables is assumed to approximate its fair value because
of the short maturity of these instruments.
16. Inventories
Raw materials
Work in progress
Finished goods
Total inventories
As at
31 March
2013
£m
14.7
0.7
335.6
351.0
As at
31 March
2012
£m
5.7
0.5
304.9
311.1
The cost of inventories recognised as an expense and included in cost of sales for the continuing and discontinued operations
amounted to £535.8m (2012: £539.3m). The net movement in inventory provisions included in cost of sales for the year ended
31 March 2013 was a cost of £8.6m (2012: £4.4m).
The cost of inventories physically destroyed in the year is £5.5m (2012: £8.3m).
136
Notes to the Financial Statements
17. Derivative financial instruments
Cash flow hedges
The Group Income Statement is affected by transactions denominated in foreign currency. To reduce exposure to currency
fluctuations, the Group has a policy of hedging foreign currency denominated transactions by entering into forward foreign
exchange contracts. These transactions are recorded as cash flow hedges. The Group’s foreign currency denominated
transactions arise principally from royalty income, sales and purchases. The Group manages these exposures through
the use of forward foreign exchange contracts.
Derivative financial assets
Forward foreign exchange contracts – cash flow hedges
Equity swap contracts – held for trading
Total position
Comprising:
Total non-current position
Total current position
Derivative financial liabilities
Forward foreign exchange contracts – cash flow hedges
Equity swap contracts – held for trading
Total position
Comprising:
Total non-current position
Total current position
Net derivative financial instruments
Book value
Fair value
As at
31 March
2013
£m
8.3
12.0
20.3
0.2
20.1
As at
31 March
2013
£m
(0.1)
(0.7)
(0.8)
(0.7)
(0.1)
As at
31 March
2013
£m
19.5
19.5
As at
31 March
2012
£m
3.2
14.7
17.9
14.7
3.2
As at
31 March
2012
£m
(1.9)
(0.2)
(2.1)
(0.2)
(1.9)
As at
31 March
2012
£m
15.8
15.8
The fair value of equity swap contracts and forward foreign exchange contracts is based on a comparison of the contractual
and market rates after discounting using the appropriate yield curves as at 31 March each year. All fair value measurements
are calculated using inputs which are based on observable market data (Level 2).
Notional principal amounts of the outstanding forward foreign exchange contracts
Notional principal amounts of the outstanding equity swap contracts
Net (loss)/gain on derivatives held for trading for the year recognised within net operating expenses
in the Income Statement
As at
31 March
2013
£m
200.1
20.1
As at
31 March
2012
£m
168.6
15.9
(3.4)
6.8
137
Notes to the Financial Statements
17. Derivative financial instruments (continued)
Contractual maturities of derivatives used for hedging
The gross inflows/(outflows) disclosed in the table below represent the contractual undiscounted cash flows relating
to derivative financial assets and liabilities held for risk management purposes. They are usually not closed out prior
to the contractual maturity. The foreign currency cash flows shown are based on spot rates at balance date.
As at 31 March 2013
Forward exchange contracts used for hedging:
Outflow
Inflow
As at 31 March 2012
Forward exchange contracts used for hedging:
Outflow
Inflow
Carrying amount
£m
Contractual cash
flows
£m
1 to 6
months
£m
6 to 12
months
£m
Contractual maturities
(194.8)
202.6
7.8
(165.9)
167.2
1.3
(116.0)
120.6
4.6
(97.2)
97.8
0.6
(78.8)
82.0
3.2
(68.7)
69.4
0.7
8.2
1.3
The contractual maturity profile of non-current financial liabilities is shown in note 25.
18. Cash and cash equivalents
Cash at bank and in hand
Short-term deposits
Total
As at
31 March
2013
£m
234.7
191.7
426.4
As at
31 March
2012
£m
262.6
284.3
546.9
The fair value of short-term deposits approximates the carrying amount because of the short maturity of the instruments.
19. Trade and other payables
Non-current
Deferred consideration
Put option liability over non-controlling interest
Other payables
Deferred income and non-financial accruals
Total non-current trade and other payables
Current
Trade payables
Other taxes and social security costs
Deferred consideration
Other payables
Accruals
Deferred income and non-financial accruals
Total current trade and other payables
Total trade and other payables
As at
31 March
2013
£m
As at
31 March
2012
£m
–
55.0
5.1
47.9
108.0
118.2
24.6
1.1
9.1
140.6
46.2
339.8
447.8
1.1
57.8
3.9
42.1
104.9
118.8
23.3
1.1
5.8
138.3
37.1
324.4
429.3
Included in trade and other payables are non-financial liabilities of £118.7m (2012: £102.5m) of which £47.9m are non-current
(2012: £42.1m).
138
Notes to the Financial Statements
19. Trade and other payables (continued)
Following the acquisition of the Burberry retail and distribution business in China, Sparkle Roll Holdings Limited, a non-Group
company, retains a 15% economic interest in the Group’s business in China. Put and call options exist over this interest stake
which are exercisable after 1 September 2015 in the case of the call option, and after 1 September 2020 in the case of the put
option. The net present value of the put option has been recognised as a non-current financial liability under IAS 39.
The fair value of the put option has been derived using a present value calculation, incorporating observable and non-observable
inputs (Level 3). The key inputs applied in arriving at the value of the put option are the future performance of the Group and that
of the Group’s business in China; the Burberry Group plc market capitalisation at the date of exercise; and the risk adjusted
discount rate for China, taking into account the risk free rate in China.
The maturity of the Group’s non-current financial liabilities excluding derivatives, retirement benefit obligations and onerous
lease provisions, is as follows:
Between one and two years
Between two and three years
Between three and four years
Between four and five years
Over five years
Total
The fair value of trade and other payables approximate their carrying amounts and are unsecured.
20. Provisions for other liabilities and charges
As at
31 March
2013
£m
1.2
1.1
0.5
0.3
57.0
60.1
As at
31 March
2012
£m
1.9
0.7
0.3
0.1
59.8
62.8
Balance as at 1 April 2011
Effect of foreign exchange rate changes
Created during the year
Utilised during the year
Released during the year
Balance as at 31 March 2012
Effect of foreign exchange rate changes
Created during the year
Discount unwind
Utilised during the year
Released during the year
Balance as at 31 March 2013
Analysis of total provisions:
Non-current
Current
Total
Property
obligations
£m
11.5
0.1
9.4
(2.2)
(0.3)
18.5
0.6
10.1
0.4
(1.8)
(2.0)
25.8
Restructuring
costs
£m
13.6
(0.3)
–
(8.4)
(1.4)
3.5
–
–
–
(1.0)
(0.6)
1.9
Other
costs
£m
3.1
(0.2)
1.2
(2.7)
(0.1)
1.3
(0.2)
5.0
–
(0.6)
(0.5)
5.0
Total
£m
28.2
(0.4)
10.6
(13.3)
(1.8)
23.3
0.4
15.1
0.4
(3.4)
(3.1)
32.7
As at
31 March
2013
£m
19.8
12.9
32.7
As at
31 March
2012
£m
15.1
8.2
23.3
The non-current provisions relate to provisions for onerous leases and property reinstatement costs which are expected
to be utilised within 23 years. Of the total £1.9m restructuring provision (2012: £3.5m), £1.7m represents a current liability
(2012: £3.3m). The majority of this relates to the closure of the Spanish operations. The £0.2m non-current portion relates
to onerous leases (2012: £0.2m).
139
Notes to the Financial Statements
21. Bank overdrafts and borrowings
Unsecured:
Bank overdrafts
Bank borrowings
Other borrowings
Total
As at
31 March
2013
£m
129.8
–
–
129.8
As at
31 March
2012
£m
207.3
0.8
0.5
208.6
Included within bank overdrafts is £125.6m (2012: £204.7m) representing balances on cash pooling arrangements in the Group.
The Group has a number of committed and uncommitted overdraft and borrowing facilities agreed with third party banks.
At 31 March 2013, the Group held bank overdrafts of £4.2m (2012: £2.6m) excluding balances on cash pooling arrangements.
On 28 March 2011, a £300m multi-currency revolving credit facility was agreed with a syndicate of third party banks.
At 31 March 2013, there were no outstanding drawings (2012: £nil). Interest is charged on this facility at LIBOR plus 0.90%
on drawings less than £100m; at LIBOR plus 1.05% on drawings between £100m and £200m; and at LIBOR plus 1.20%
on drawings over £200m. The facility matures on 30 June 2016.
On 1 October 2010, a Yen 145m bilateral facility was agreed with a third party bank. The facility matured and was repaid in full
on 1 October 2012.
At 31 March 2012 other borrowings related to a loan provided by a minority interest partner totalling £0.5m. The loan matured
and was repaid in full on 29 March 2013. Interest was charged on this loan at the Japanese short-term prime rate plus 0.5%.
The fair value of borrowings and overdrafts approximates the carrying amount because of the short maturity of these instruments.
22. Share capital and reserves
Allotted, called up and fully paid share capital
Ordinary shares of 0.05p (2012: 0.05p) each
As at 1 April 2011
Allotted on exercise of options during the year
As at 31 March 2012
Allotted on exercise of options during the year
As at 31 March 2013
Number
435,811,738
2,956,370
438,768,108
3,392,223
442,160,331
£m
0.2
–
0.2
–
0.2
At 31 March 2013, 30,027 of the 0.05p ordinary shares in issue are held as treasury shares (2012: 30,027).
The Company has a general authority from shareholders, renewed at each Annual General Meeting, to repurchase a maximum
of 10% of its issued share capital. During the year to 31 March 2013, no ordinary shares were repurchased by the Company
under this authority (2012: nil).
The cost of own shares held by the Group has been offset against retained earnings, as the amounts paid reduce the profits
available for distribution by the Company. As at 31 March 2013 the amounts offset against this reserve are £88.1m (2012:
£41.9m). As at 31 March 2013, the ESOP trusts held 6.9m shares (2012: 3.3m) in the Company, with a market value of £91.7m
(2012: £49.0m). In the year to 31 March 2013 the Burberry Group plc ESOP trust has waived its entitlement to dividends
of £1.0m (2012: £0.2m).
During the year profits of £3.1m (2012: £5.0m) have been transferred to capital reserves due to statutory requirements
of subsidiaries. The capital reserve consists of non-distributable reserves and the capital redemption reserve arising
on the purchase of own shares.
140
Notes to the Financial Statements
22. Share capital and reserves (continued)
Balance as at 1 April 2011
Other comprehensive income:
Cash flow hedges — losses deferred in equity
Cash flow hedges — losses transferred to income
Foreign currency translation differences
Tax on other comprehensive income
Total comprehensive income for the year
Transfer between reserves
Balance as at 31 March 2012
Other comprehensive income:
Cash flow hedges — gains deferred in equity
Cash flow hedges — gains transferred to income
Foreign currency translation differences
Tax on other comprehensive income
Total comprehensive income for the year
Transfer between reserves
Balance as at 31 March 2013
Capital
reserve
£m
28.9
–
–
–
–
–
5.0
33.9
–
–
–
–
–
3.1
37.0
Other Reserves
Hedging
reserve
£m
2.4
Foreign currency
translation
reserve
£m
123.2
(2.2)
5.5
–
(0.8)
2.5
–
4.9
6.9
(1.2)
–
(1.3)
4.4
–
9.3
–
–
(4.4)
(0.2)
(4.6)
–
118.6
–
–
33.8
(1.4)
32.4
–
151.0
Total
£m
154.5
(2.2)
5.5
(4.4)
(1.0)
(2.1)
5.0
157.4
6.9
(1.2)
33.8
(2.7)
36.8
3.1
197.3
23. Financial commitments
The Group leases various retail stores, offices, warehouses and equipment under non-cancellable operating lease
arrangements. The leases have varying terms, escalation clauses and renewal rights. The Group has commitments relating
to future minimum lease payments under these non-cancellable operating leases as follows:
Amounts falling due:
Within one year
Between two and five years
After five years
Total
As at
31 March
2013
£m
139.9
343.6
177.6
661.1
As at
31 March
2012
£m
118.6
330.6
191.1
640.3
The financial commitments for operating lease amounts calculated as a percentage of revenue (‘revenue leases’) have been
based on the minimum payment that is required under the terms of the relevant lease. Under certain revenue leases, there
are no minimums and therefore no financial commitment is included in the table above. As a result, the amounts charged
to the Income Statement may be materially higher than the financial commitment at the prior year end.
The total of future minimum payments to be received under non-cancellable leases on investment properties and subleases
on land and buildings is as follows:
Amounts falling due:
Within one year
Between two and five years
After five years
Total
Leases
Subleases
As at
31 March
2013
£m
As at
31 March
2012
£m
As at
31 March
2013
£m
As at
31 March
2012
£m
0.7
3.0
1.5
5.2
0.7
2.8
2.0
5.5
1.2
1.5
0.2
2.9
0.7
1.6
0.4
2.7
141
Notes to the Financial Statements
24. Capital commitments
Capital commitments contracted but not provided for:
Property, plant and equipment
Intangible assets
Total
As at
31 March
2013
£m
25.8
1.6
27.4
As at
31 March
2012
£m
35.7
2.0
37.7
Contracted capital commitments represent contracts entered into by the year end and future work in respect of major
capital expenditure projects where activity has commenced by the year end relating to property, plant and equipment
and intangible assets.
25. Financial risk management
Other than derivatives, the Group’s principal financial instruments comprise cash and short-term deposits, external borrowings,
trade and other receivables, and trade and other payables arising directly from operations.
The Group’s activities expose it to a variety of financial risks: market risks (including foreign exchange risk, share price risk
and interest rate risk), credit risk, liquidity risk and capital risk.
Risk management is carried out by Group Treasury to reduce financial risk and to ensure sufficient liquidity is available
to meet foreseeable needs and to invest in cash assets safely and profitably. This is done in close co-operation with the
Group’s operating units. Group Treasury does not operate as a profit centre and transacts only in relation to the underlying
business requirements. The policies of the Group treasury department are reviewed and approved by the Board of Directors.
The Group uses derivative instruments to hedge certain risk exposures.
Market risk
Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures.
The Group’s Income Statement is affected by transactions denominated in foreign currency. To reduce exposure to currency
fluctuations, the Group has a policy of hedging foreign currency denominated transactions by entering into forward foreign
exchange contracts (see note 17). The Group’s accounting policy in relation to derivative instruments is set out in note 2.
The Group’s treasury risk management policy is to hedge anticipated cash flows in each major foreign currency that qualify
as ‘highly probable’ forecast transactions for hedge accounting purposes within the current or previous year.
The Group monitors the desirability of hedging the net assets of overseas subsidiaries when translated into Sterling for
reporting purposes. It has not entered into any specific transactions for this purpose within the current or previous year.
At 31 March 2013, the Group has performed sensitivity analysis to determine the effect of non-Sterling currencies strengthening/
weakening by 20% (2012: 20%) against Sterling with all other variables held constant. The effect on translating foreign currency
denominated net debt, receivables, payables and financial instruments at fair value through profit or loss would have been
to decrease/increase post-tax profit for the year by £5.2m (2012: increase/decrease £3.0m). The effect on translating forward
foreign exchange contracts designated as cash flow hedges and Sterling denominated loans held in overseas subsidiaries
would have been to increase/decrease equity by £6.4m (2012: £12.1m).
The following table shows the extent to which the Group has monetary assets and liabilities at the year end in currencies other
than the local currency of operation, after accounting for the effect of any specific forward foreign exchange contracts used to
manage currency exposure. Monetary assets and liabilities refer to cash, deposits, borrowings and amounts to be received or
paid in cash. Foreign exchange differences on retranslation of these assets and liabilities are recognised in the Income Statement.
142
Notes to the Financial Statements
25. Financial risk management (continued)
Net foreign currency monetary assets/(liabilities) held in currencies other than the local currency of operation:
Sterling
US Dollar
Euro
Other currencies
Total
As at
31 March
2013
£m
0.2
(4.1)
18.1
(0.1)
14.1
As at
31 March
2012
£m
–
(4.4)
27.6
(0.5)
22.7
Share price risk
The Group is exposed to employer’s national insurance liability due to the implementation of various employee share based
incentive schemes.
To reduce exposure to fluctuations in the employer’s national insurance liability due to movements in the Group’s share price,
the Group has a policy of entering into equity swaps at the time of granting share options and awards. The Group does not
seek hedge accounting treatment for equity swaps. The Group monitors its exposure to fluctuations in the employer’s national
insurance liability on an ongoing basis. An increase/decrease in the share price of 50.0p would have resulted in an
increase/decrease in profit after tax of £1.2m (2012: £0.8m).
Interest rate risk
The Group’s exposure to market risk for changes in interest rates relates primarily to cash, short-term deposits and
external borrowings.
The floating rate financial liabilities at 31 March 2013 are £129.8m (2012: £208.6m). This includes cash pool overdraft balances
of £125.6m (2012: £204.7m) which are offset by cash balances for the purpose of interest calculations. At 31 March 2013,
if interest rates on the remaining borrowings of £4.2m (2012: £3.9m) had been 100 basis points higher/lower (2012: 100 basis
points) with all other variables held constant, post-tax profit for the year would have been £nil (2012: £nil) lower/higher, as a
result of higher/lower interest expense on floating rate borrowings.
The fixed rate financial liabilities consist of amounts owed under a finance lease of £3.2m (2012: £1.8m).
The floating rate financial assets, being short-term deposits, are £191.7m as at 31 March 2013 (2012: £284.3m). At 31 March 2013,
if interest rates on short-term deposits had been 100 basis points higher/lower (2012: 100 basis points), with all other variables held
constant, post-tax profit for the year would have been £2.0m (2012: £2.8m) higher/lower, as a result of higher/lower interest income
on short-term deposits.
The Group has no other significant floating rate foreign currency borrowings and therefore is not materially exposed
to movements in foreign currency interest rates.
Credit risk
The Group has no significant concentrations of credit risk. The trade receivables balance is spread across a large number
of different customers with no single debtor representing more than 7% of the total balance due. The Group has policies
in place to ensure that wholesale sales are made to customers with an appropriate credit history. Sales to retail customers
are made in cash or via major credit cards. In addition, receivables balances are monitored on an ongoing basis with the
result that the Group’s exposure to bad debts is not significant and default rates have historically been very low. An ageing
of overdue receivables is included in note 15.
During the year the Group entered into a retail leasing arrangement in the Republic of Korea. As part of this arrangement,
a KRW 27bn (£16.0m) 15 year interest free loan was provided to the landlord. The Group holds a registered mortgage over
the leased property for the equivalent value of the loan which acts as collateral. At 31 March 2013 the discounted fair value
of the loan is £8.7m. Other than this arrangement, the Group does not hold any other collateral as security. The maximum
exposure to credit risk at the reporting date with respect to trade and other receivables is approximated by the carrying
amount on the Balance Sheet.
143
Notes to the Financial Statements
25. Financial risk management (continued)
With respect to credit risk arising from other financial assets, which comprise cash and short-term deposits and certain
derivative instruments, the Group’s exposure to credit risk arises from the default of the counterparty with a maximum exposure
equal to the carrying value of these instruments. The Group has policies that limit the amount of credit exposure to any financial
institution and only deposits funds with independently rated financial institutions with a minimum rating of “A”.
The Group has deposited €0.1m (2012: €0.2m), CHF 0.3m (2012: CHF 0.3m), BRL nil (2012: BRL 0.6m), INR 0.2m
(2012: INR 0.2m) and AED 0.3m (2012: AED nil) which is held as collateral at a number of European banks.
Liquidity risk
The Group’s financial risk management policy aims to ensure that sufficient cash is maintained to meet foreseeable needs
and close out market positions. Due to the dynamic nature of the underlying business, Group Treasury aims to maintain
flexibility in funding by keeping committed credit lines available. For further details of this, see note 21.
All short-term trade payables, accruals, bank overdrafts and borrowings mature within one year or less. The carrying value
of all financial liabilities due in less than one year is equal to their contractual undiscounted cash flows.
The maturity profile of the contractual undiscounted cash flows of the Group’s non-current financial liabilities is as follows:
In more than one year, but not more than two years
In more than two years, but not more than three years
In more than three years, but not more than four years
In more than four years, but not more than five years
In more than five years
Total financial liabilities
As at
31 March 2013
7.3
3.3
1.8
1.2
148.0
161.6
As at
31 March 2012
3.8
2.7
4.2
1.2
184.0
195.9
Non-current financial liabilities relate to lease liabilities, property-related accruals, derivatives, retirement benefit obligations,
onerous lease provisions and the put option liability over non-controlling interests. The put option liability is subject to a
contractual cap of £200m.
Capital risk
The Group manages its capital (defined as net cash plus equity excluding non-controlling interest) to ensure that entities in the
Group are able to operate as going concerns and optimise returns to shareholders. At 31 March 2013, the Group had net cash
of £296.6m (2012: £338.3m) and total equity excluding non-controlling interest of £1,017.0m (2012: £867.3m). The Group has
access to a facility of £300m which was undrawn at 31 March 2013. For further details refer to note 21.
Cash is used to fund the continued investment in the Group and growth of the global brand. It is also used to make routine
outflows of capital expenditure, tax and dividends. The Group's dividend policy sets its payout target as 40% of adjusted
diluted EPS. The Board reviews the Group’s dividend policy and funding requirements annually.
The Group is in compliance with the financial and other covenants within its committed bank credit facilities, and has been
in compliance throughout the financial year.
144
Notes to the Financial Statements
26. Employee costs
Staff costs, including the cost of directors, incurred during the year are as shown below. Directors’ remuneration, which is
separately disclosed in the Directors’ Remuneration Report on pages 93 to 104 and forms part of these financial statements,
includes the notional gains arising on the exercise of share options and awards but excludes the charge in respect of these
share options and awards recognised in the Group Income Statement.
Wages and salaries
Social security costs
Share based compensation (all awards and options settled in shares)
Other pension costs
Total
Year to
31 March
2013
£m
306.5
42.2
24.9
13.4
387.0
Year to
31 March
2012
£m
271.4
44.5
31.8
11.0
358.7
The average number of full-time equivalent employees (including executive directors) during the year was as follows:
Europe
Americas
Asia Pacific
Rest of World
Total
Number of employees
Year to
31 March
2013
4,029
1,670
2,855
313
8,867
Year to
31 March
2012
3,579
1,560
2,619
233
7,991
Share options granted to directors and employees
The Group operates a number of equity-settled share based compensation schemes for its directors and employees. Details
of each of these schemes are set out in this note. The share option and award schemes have been valued using the Black-
Scholes option pricing model. The Senior Executive Restricted Share Plan, which has market-based performance conditions
attached, has been valued using the Black-Scholes option pricing model with a discount applied to this value, based on
information obtained by running a Monte Carlo simulation model on the scheme.
Where applicable, equity swaps have been entered into to cover future employer’s national insurance liability (or overseas
equivalent) that may arise in respect of these schemes (refer to note 25).
Savings-Related Share Option Scheme
In the financial year ended 31 March 2007, a Savings-Related Share Option Scheme (Sharesave) offering Burberry Group plc
ordinary shares was introduced for employees.
On 22 June 2012, further options were granted under this scheme with a three-year and five-year vesting period offered
to employees.
The savings contract commencement date for this grant was 1 September 2012. These options are exercisable for a period
of up to six months from 1 September 2015 and 1 September 2017 for the three-year and five-year schemes respectively,
with vesting dependent on continued employment, as well as a saving obligation over the vesting period. The exercise price
for these options is calculated at a 20% discount to market price over the three dealing days preceding the invitation date.
Three day averages are calculated by taking middle market quotations of a Burberry Group plc share from the London
Stock Exchange.
145
Notes to the Financial Statements
26. Employee costs (continued)
The fair value per option for the grant was determined as £1.54. The key factors used in determining the fair value were
as follows:
Share price at contract commencement date
Exercise price
Life of award
Dividend yield
Expected volatility
Risk free interest rate
£13.53
£11.04
Equivalent to
vesting period
2.63%
35.7%
0.22%
Expected volatility was determined by calculating the historical annualised standard deviation of the market price of the shares
over a period of time, prior to the grant, equivalent to the life of the option.
Movements in the number of share options outstanding and their weighted average exercise prices are as follows:
Outstanding at 1 April
Granted during the year
Lapsed and forfeited during the year
Withdrawn during the year
Exercised during the year
Outstanding at 31 March
Exercisable at 31 March
Weighted
average exercise
price
682.5p
1,104.0p
873.9p
861.3p
321.8p
895.7p
321.0p
Year to
31 March
2013
1,022,728
355,589
(107,359)
(15,872)
(245,769)
1,009,317
4,231
Weighted average
exercise
price
430.6p
1,049.0p
550.6p
599.0p
408.4p
682.5p
399.0p
Year to
31 March
2012
863,271
436,609
(107,857)
(16,534)
(152,761)
1,022,728
1,365
The weighted average share price at the respective exercise dates in the year was £12.80 (2012: £13.15).
Share options outstanding at the end of the year have the following expiry dates and exercise prices:
Option term
26 June 2008 – 28 February 2012
30 June 2009 – 28 February 2013
30 June 2009 – 28 February 2015
30 June 2010 – 28 February 2014
30 June 2010 – 28 February 2016
24 June 2011 – 28 February 2015
24 June 2011 – 28 February 2017
22 June 2012 – 28 February 2016
22 June 2012 – 28 February 2018
Total
Exercise
price
399.0p
321.0p
321.0p
557.0p
557.0p
1,049.0p
1,049.0p
1,104.0p
1,104.0p
Number of
shares under
option as at
31 March
2013
–
4,231
58,996
223,877
33,609
319,531
42,352
310,822
15,899
Number of
shares under
option as at
31 March
2012
1,365
258,753
58,996
250,817
38,987
363,667
50,143
–
–
1,009,317
1,022,728
Burberry Senior Executive Restricted Share Plan 2004 (the RSP)
On 13 June 2012 and 16 November 2012, further awards of 2,441,559 and 127,588 ordinary shares respectively were made
to senior management under the RSP (2012: 1,223,402 and 59,165). Under the plan, participants may be awarded shares,
structured as nil-cost options, up to a maximum value of two times base salary per annum.
Awards granted in 2009 and 2010 vest in full only if the Group achieves at least upper quartile TSR relative to its global peers
and at least 10% per annum adjusted PBT growth. A proportion of an award (12.5%) vests if TSR performance exceeds the
median of the peer group or if adjusted PBT growth exceeds 3% per annum over three years. Vesting against each metric
occurs on a straight-line basis between threshold and maximum. Of the shares which meet the performance criteria, 50%
vests after three years. The remaining 50% vests in two equal tranches on the fourth and fifth anniversaries of the date of grant.
146
Notes to the Financial Statements
26. Employee costs (continued)
Awards granted in 2011 vest in full only if the Group achieves at least 15% per annum adjusted PBT growth over the three
year vesting period. A proportion of an award (25%) vests if adjusted PBT growth exceeds 5% per annum. Vesting occurs
on a straight-line basis between the threshold and the maximum. Of the shares which meet the performance criteria, 50%
vest after three years. The remaining 50% vest in two equal tranches on the fourth and fifth anniversary of the date of grant.
Awards granted in 2012 vest in full only if the Group achieves at least upper quartile TSR relative to its global peers and at
least 15% per annum adjusted PBT growth. A proportion of an award (12.5%) vests if TSR performance exceeds the median
of the peer group or if adjusted PBT growth exceeds 10% per annum over three years. Vesting against each metric occurs
on a straight-line basis between threshold and maximum. Of the shares which meet the performance criteria, 50% vests after
three years. The remaining 50% vests in two equal tranches on the fourth and fifth anniversaries of the date of grant.
Obligations under this plan will be met either by market purchase shares via the ESOP trust or by the issue of ordinary shares
of the Company.
Movements in the number of share awards outstanding are as follows:
Outstanding at 1 April
Granted during the year
Lapsed and forfeited during the year
Exercised during the year
Outstanding at 31 March
Exercisable at 31 March
Year to
31 March
2013
9,335,537
2,569,147
(1,110,076)
(3,035,410)
7,759,198
425,204
Year to
31 March
2012
9,478,807
1,282,567
(535,871)
(889,966)
9,335,537
428,043
The weighted average share price at the respective exercise dates in the year was £12.86 (2012: £14.00).
Share awards outstanding at the end of the year have the following terms:
Term of the award
2 August 2004 – 1 August 2014
21 July 2005 – 20 July 2015
10 August 2006 – 9 August 2016
27 November 2006 – 26 November 2016
11 June 2007 – 10 June 2017
21 November 2007 – 20 November 2017
25 June 2008 – 24 June 2018
1 June 2009 – 31 May 2019
8 June 2009 – 7 June 2019
30 June 2009 – 29 June 2019
20 November 2009 – 19 November 2019
10 June 2010 – 9 June 2020
22 November 2010 – 21 November 2020
20 June 2011 – 19 June 2021
21 November 2011 – 20 November 2021
13 June 2012 – 12 June 2022
16 November 2012 – 15 November 2022
Total
Number of
awards as at
31 March
2013
–
11,612
21,860
4,645
55,206
15,853
324,179
2,026,748
–
2,750
3,000
1,832,688
32,442
1,038,241
59,165
2,203,221
127,588
7,759,198
Number of
awards as at
31 March
2012
15
13,021
101,820
4,645
232,510
34,271
583,743
4,912,999
1,192
5,500
16,019
2,176,747
33,942
1,159,948
59,165
–
–
9,335,537
147
Notes to the Financial Statements
26. Employee costs (continued)
The fair values for the awards granted on 13 June 2012 and 16 November 2012 were £12.39 and £11.04 respectively.
The key factors used in determining the fair value of the awards were as follows:
Share price at grant date
Exercise price
Life of award
Dividend yield
Expected volatility
Risk free interest rate
13 June
2012
£13.41
£nil
Equivalent to
vesting period
2.63%
35.6%
0.47%
16 November
2012
£11.95
£nil
Equivalent to
vesting period
2.63%
39.7%
0.40%
Expected volatility was determined by calculating the historical annualised standard deviation of the market price of the shares
over a period of time, prior to the grant, equivalent to the life of the option.
The Burberry Senior Executive IPO Share Option Scheme (the IPO Option Scheme)
On 11 July 2002, options in respect of a total of 5,955,198 ordinary shares were granted to executive directors and senior
management under the IPO Option Scheme, with an exercise price equal to the price on flotation, £2.30 per ordinary share.
The options vested in three stages: 33% were exercisable after one year, 33% were exercisable after two years and the
remaining 33% were exercisable after three years. Obligations under this scheme were met by the issue of ordinary shares
of the Company.
The number of options outstanding and exercisable at 1 April 2012 was 105,000. These options were all exercised during
the current year ended 31 March 2013, for an exercise price of £2.30. The share price on the date of exercise was £11.89.
No more share options remain outstanding in relation to the IPO Option Scheme.
The Burberry Group plc Executive Share Option Scheme 2002
During previous financial years, options were granted to executive directors and senior management in respect of ordinary
shares in the Company under the Executive Share Option Scheme.
The options vested in three stages: 33% were exercisable after one year, 33% were exercisable after two years
and the remaining 33% were exercisable after three years. The vesting of these share options was dependent
on continued employment over the vesting period.
Movements in the number of share options outstanding and their weighted average exercise prices are as follows:
Outstanding at 1 April
Exercised during the year
Outstanding at 31 March
Exercisable at 31 March
Weighted average
exercise price
295.6p
306.0p
294.7p
294.7p
Year to
31 March
2013
109,167
(8,334)
100,833
100,833
Weighted average
exercise price
285.3p
258.0p
295.6p
295.6p
Year to
31 March
2012
150,252
(41,085)
109,167
109,167
The weighted average share price at the respective exercise dates in the year was £14.80 (2012: £16.00).
Share options outstanding at the end of the year have the following terms and exercise prices:
Option term
13 June 2003 – 12 June 2013
2 August 2004 – 1 August 2014
Total
Exercise
price
258.0p
378.0p
Number of shares
under option as
at 31 March
2013
70,001
30,832
100,833
Number of shares
under option as
at 31 March
2012
75,001
34,166
109,167
148
Notes to the Financial Statements
26. Employee costs (continued)
All Employee Share Plan
Employees are offered awards of ordinary shares in the Company at a nil exercise price under an All Employee Share Plan.
On 18 July 2012 190,380 ordinary shares were granted under this scheme (2012: 159,510). All awards vest after three years
and the vesting of these share awards is dependent on continued employment over the vesting period.
The fair value of the awards was determined as £12.32. The key factors used in determining the fair value were as follows:
Share price at grant date
Exercise price
Life of award
Expected volatility
Risk free interest rate
18 July
2012
£12.32
£nil
Equivalent to vesting period
35.9%
0.23%
Expected volatility was determined by calculating the historical annualised standard deviation of the continuously compounded
rates of return on the shares over a period of time, prior to the grant, equivalent to the life of the award.
Movements in the number of share awards outstanding are as follows:
Outstanding at 1 April
Granted during the year
Lapsed and forfeited during the year
Exercised during the year
Outstanding at 31 March
Exercisable at 31 March
Year to
31 March
2013
348,920
190,380
(72,920)
(12,190)
454,190
27,710
Year to
31 March
2012
268,060
159,510
(61,770)
(16,880)
348,920
33,980
Share options were exercised on a regular basis during the period. The weighted average share price during the period
was £13.11 (2012: £13.31).
Share awards outstanding at the end of the year have the following terms:
Term of the award
12 July 2002 – 18 July 2082(1)
30 August 2003 – 18 July 2082(1)
20 August 2004 – 18 July 2082(1)
1 September 2005 – 18 July 2082(1)
1 June 2010 – 18 July 2082(1)
1 June 2011 – 18 July 2082(1)
18 July 2012 – 18 July 2082(1)
Total
Number of
awards as at
31 March
2013
4,450
6,000
10,100
7,160
154,260
110,160
162,060
454,190
Number of
awards as at
31 March
2012
5,600
7,550
11,950
8,880
181,740
133,200
–
348,920
(1) No date has been specified when awards lapse. The cessation date of the trust in which the awards are held is 18 July 2082.
149
Notes to the Financial Statements
26. Employee costs (continued)
The Burberry Co-Investment Plan
Executive directors and certain senior management are able to defer receipt of all or part of their annual bonus and invest
it in ordinary shares in the Company with up to a 2:1 match based on individual and Group performance during the year.
The matching share awards do not vest for three years and are forfeited if the executive leaves within that period. The exercise
price of these share awards is £nil. On 18 July 2012, 1,734,471 ordinary shares were awarded (2012: 1,816,507). The awards
are also subject to secondary performance conditions.
Awards granted in June 2010 vest in full only if the Group achieves at least 7% per annum adjusted PBT growth over the three
year vesting period. A proportion of the award (25%) vests if growth in adjusted PBT achieves 5% per annum. Vesting occurs
on a straight-line basis between the threshold and the maximum. None of the award vests if adjusted PBT growth is below 5%
per annum.
Awards granted in June 2011 and 2012 vest in full only if the Group achieves at least 10% per annum adjusted PBT growth
over the three year vesting period. A proportion of the award (25%) vests if growth in adjusted PBT achieves 5% per annum.
Vesting occurs on a straight-line basis between the threshold and the maximum. None of the award vests if adjusted PBT
growth is below 5% per annum.
The fair value of the awards granted on 18 July 2012 was determined as £12.12. The key factors used in determining the fair
value were as follows:
Share price at grant date
Exercise price
Life of award
Expected volatility
Risk free interest rate
18 July 2012
£12.12
£nil
Equivalent to
vesting period
35.9%
0.23%
Expected volatility was determined by calculating the historical annualised standard deviation of the continuously compounded
rates of return on the shares over a period of time, prior to the grant, equivalent to the life of the award.
Movements in the number of share awards outstanding are as follows:
Outstanding at 1 April
Granted during the year
Lapsed and forfeited during the year
Withdrawn during the year
Exercised during the year
Outstanding at 31 March
Exercisable at 31 March
Share awards outstanding at the end of the year have the following terms:
Term of the award
8 June 2010 – 7 June 2015
7 June 2011 – 6 June 2016
14 June 2011 – 13 June 2016
18 July 2012 – 17 July 2017
Total
Year to
31 March
2013
4,096,240
1,734,471
(604,032)
(47,064)
–
5,179,615
–
Year to
31 March
2012
3,958,168
1,816,507
(20,975)
–
(1,657,460)
4,096,240
–
Number of
awards as at
31 March
2013
2,150,552
1,409,022
67,502
1,552,539
5,179,615
Number of
awards as at
31 March
2012
2,279,733
1,749,005
67,502
–
4,096,240
150
Notes to the Financial Statements
26. Employee costs (continued)
December 2010 One-Off Grant
On 8 December 2010, options in respect of 850,000 ordinary shares were granted as a one-off award.
The options are due to vest on 1 April 2015. Strategic and financial objectives linked to the long-term growth of the Group must
be met in order for 500,000 of the options to vest. The vesting of all of the options is dependent on continued employment for
the vesting period. The exercise price of these share options is £nil.
Movements in the number of share awards outstanding are as follows:
Outstanding at 1 April
Granted during the year
Outstanding at 31 March
Exercisable at 31 March
Share awards outstanding at the end of the year have the following terms:
Term of the award
8 December 2010 – 31 March 2016
Total
Year to
31 March
2013
850,000
–
850,000
–
Year to
31 March
2012
850,000
–
850,000
–
Number of
awards as at
31 March
2013
850,000
850,000
Number of
awards as at
31 March
2012
850,000
850,000
27. Assets classified as held for sale
In September 2010, £17.0m of assets were reclassified to assets held for sale, representing the carrying value of the freehold
properties in Spain. The property was subsequently written down to its fair value less costs to sell.
During the year ended 31 March 2013, an asset classified as held for sale with a carrying value of £0.1m was sold, for a price
of £0.1m. The current conditions in the Spanish property market indicate that it may be difficult to realise the sale of the
remaining property within twelve months. As a result, £8.3m has been transferred back into property, plant and equipment,
representing the carrying value at 31 March 2013 of this property, which was previously classified as held for sale.
Management remains committed to selling the property and continues to actively market it as such.
28. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated
on consolidation and are not disclosed in this note. Total compensation in respect of key management, who are defined
as the Board of Directors and certain members of senior management, is considered to be a related party transaction.
The total compensation in respect of key management for the year was as follows:
Salaries and short-term benefits
Termination payments
Post-employment benefits
Share based compensation
Total
Year to
31 March
2013
£m
9.5
0.4
0.1
6.6
16.6
Year to
31 March
2012
£m
10.2
–
0.2
6.9
17.3
151
29. Principal subsidiaries
Company
EMEA
Burberry Limited
Burberry Italy Retail Limited
The Scotch House Limited(1)
Burberry France SASU
Burberry (Suisse) SA(1)
Burberry (Spain) Retail SL
Burberry Italy SRL(1)
Burberry (Deutschland) GmbH
Burberry (Austria) GmbH
Burberry Antwerp N.V.
Burberry Czech Rep s.r.o.
Burberry Hungary kft.
Burberry Ireland Limited
Burberry Netherlands BV
Burberry Middle East LLC (49%)
Burberry India Private Limited (51%)
Burberry Saudi Company Limited (60%)
Americas
Burberry Limited
Burberry (Wholesale) Limited
Burberry Canada Inc
Burberry Brasil Participacoes Ltd
Horseferry Mexico SA de CV
Notes to the Financial Statements
Note Country of incorporation
Nature of business
UK
UK
UK
France
Switzerland
Spain
Italy
Germany
Austria
Belgium
Czech Republic
Hungary
Ireland
Netherlands
United Arab Emirates
India
Kingdom of Saudi Arabia
USA
USA
Canada
Brazil
Mexico
Luxury goods retailer, wholesaler and licensor
Luxury goods retailer
Luxury goods brand and licensor
Luxury goods retailer and wholesaler
Luxury goods retailer
Luxury goods retailer
Luxury goods wholesaler
Luxury goods retailer and wholesaler
Luxury goods retailer
Luxury goods retailer
Luxury goods retailer
Luxury goods retailer
Luxury goods retailer
Luxury goods retailer
Luxury goods retailer and wholesaler
Luxury goods retailer and wholesaler
Luxury goods retailer
Luxury goods retailer
Luxury goods wholesaler
Luxury goods retailer
Luxury goods retailer
Luxury goods retailer
Luxury goods retailer
Luxury goods retailer and wholesaler
Luxury goods retailer and wholesaler
Luxury goods retailer and wholesaler
Luxury goods retailer and wholesaler
Luxury goods retailer
Luxury goods retailer
Luxury goods retailer, wholesaler and licensor
Luxury goods retailer
Asia Pacific
Burberry (Shanghai) Trading Co., Ltd
Burberry Asia Limited
Burberry (Singapore) Distribution Company Pte Ltd
Burberry Pacific Pty Ltd
Burberry Korea Limited
Burberry (Taiwan) Co Ltd
Burberry (Malaysia) Sdn. Bhd
Burberry Japan K.K.
Burberry International K.K. (51%)
(1) Held directly by Burberry Group plc.
China
Hong Kong
Singapore
Australia
Republic of Korea
Taiwan
Malaysia
Japan
Japan
30
In accordance with Section 410(2)(a) of the Companies Act 2006, the above information is provided solely in relation
to principal subsidiaries.
As at 31 March 2013, all principal subsidiary undertakings are wholly owned, except where indicated differently above,
and operate in the country in which they are incorporated with the exception of Burberry Italy Retail Limited, which operates
principally in Italy. All shares held in subsidiary undertakings are ordinary shares, with the exception of Burberry Limited.
The Group holds 100% of Burberry Limited’s ordinary and preference shares. All the subsidiary undertakings have been
consolidated as at 31 March 2013. The Group has a 59% share in profits of Burberry Middle East LLC and has the power
to appoint the majority of directors. Non-operating intermediate holding and financing companies are excluded from the list
above. Sparkle Roll Holding Limited, a non-Group company, holds a 15% economic interest in Burberry (Shanghai) Trading
Co., Ltd.
On 30 April 2013, the Group increased its equity holding in Burberry International K.K. to 71%, as a result of the exercise
of an option over the 20% equity stake previously held by a minority interest partner, Mitsui and Co Limited (refer note 30).
Details of all Burberry subsidiaries will be annexed to the next Annual Return of Burberry Group plc to be filed at
Companies House.
152
Notes to the Financial Statements
30. Non-controlling interest in Burberry International K.K.
On 29 March 2013, Burberry International Holdings Limited, a wholly owned subsidiary of Burberry Group plc, signed
an amendment to the shareholder agreement for Burberry International Kabushiki Kaisha, a company in which Burberry
International Holdings Limited held a controlling 51% interest at 31 March 2013. The amendment entitles Burberry International
Holdings Limited to the option to acquire the remaining equity in Burberry International K. K. from the minority interest partners,
Mitsui and Co., Ltd and Sanyo Shokai Limited, at a nominal fixed price on or after 1 April 2013 and 1 April 2014 respectively.
The amendment also required the outstanding borrowings from Mitsui and Co., Ltd in Burberry International K.K. to be repaid,
as described in note 21.
As a result of acquiring these call options, it is deemed that the risks and rewards of ownership of the non-controlling interest
in Burberry International K. K. has transferred to Burberry International Holdings Limited. Consequently, the non-controlling
interest has been derecognised, resulting in a transfer of £4.2m in the year, from non-controlling interest to equity attributable
to owners of the Company.
31. Contingent Liabilities
The Group is subject to claims against it and tax audits covering, amongst others, valued added taxes, sales taxes, customs
duties, corporate taxes and payroll taxes. These arise in the normal course of business and in a number of jurisdictions. These
matters are inherently difficult to quantify. Where appropriate, the estimated cost of known obligations have been provided in
these accounts in accordance with the Group’s accounting policies. While changes to the amounts that may be payable could
be material to the results or cash flows of the Group in the period in which they are recognised the Group does not expect the
outcome of these contingent liabilities to have a material effect on the Group’s financial condition.
153
Year to 31 March
Revenue by channel
Retail
Wholesale
Retail/Wholesale
Licensing
Total revenue
Profit by channel
Retail/Wholesale
Licensing
Adjusted operating profit(2)
Retail/Wholesale analysis
Gross margin
Adjusted operating expenses as a percentage of sales(2)
Adjusted operating margin(2)
Licensing analysis
Licensing operating margin
Summary profit analysis
Adjusted operating profit(2)
Net finance charge(2)
Adjusted profit before taxation(2)
Exceptional items
Profit/(loss) before taxation
Taxation
Discontinued operations
Non-controlling interest
Attributable profit/(loss)
Retail/Wholesale revenue by product division
Accessories
Womens
Mens
Childrens/Other
Retail/Wholesale revenue by destination
Asia Pacific
Europe
Americas
Spain
Rest of World
Financial KPIs
Total revenue growth(3)
Growth in accessories revenue(3)
Growth in retail revenue(3)
Number of stores
Number of stores in Emerging Markets
Retail/Wholesale gross margin
Adjusted retail/wholesale operating margin(2)
Adjusted diluted EPS growth(2)
Five Year Summary
2009
£m
629.7
489.2
1,118.9
82.6
1,201.5
2010
£m
748.8
433.6
1,182.4
97.5
1,279.9
2010(1)
£m
710.1
377.5
1,087.6
97.5
1,185.1
Continuing operations
2011
£m
962.3
440.6
1,402.9
98.4
1,501.3
2012
£m
1,270.3
478.3
1,748.6
108.6
1,857.2
£m
110.1
70.7
180.8
%
52.1
42.3
9.8
%
85.6
£m
180.8
(6.2)
174.6
(190.7)
(16.1)
11.0
–
(0.9)
(6.0)
£m
366.3
412.8
298.4
41.4
£m
240.0
379.8
308.9
144.5
45.7
+7%
+12%
+14%
419
91
52.1%
9.8%
-4%
£m
137.7
82.2
219.9
%
59.7
48.1
11.6
%
84.3
£m
219.9
(5.1)
214.8
(48.8)
166.0
(83.8)
–
(0.8)
81.4
£m
419.6
415.5
288.5
58.8
£m
282.7
408.1
324.8
107.1
59.7
+1%
+10%
+15%
440
111
59.7%
11.6%
+16%
£m
137.7
82.2
219.9
%
61.0
48.3
12.7
%
84.3
£m
219.9
(5.1)
214.8
(3.4)
211.4
(58.8)
(70.4)
(0.8)
81.4
£m
416.6
373.4
249.4
48.2
£m
282.7
421.8
324.7
–
58.4
N/A
N/A
N/A
312
111
61.0%
12.7%
+16%
£m
219.5
81.6
301.1
%
64.9
49.3
15.6
%
82.9
£m
301.1
(3.2)
297.9
(2.2)
295.7
(83.2)
(6.2)
2.1
208.4
£m
563.3
456.6
325.9
57.1
£m
457.1
474.6
386.5
–
84.7
+24%
+32%
+32%
417
136
64.9%
15.6%
+39%
£m
286.9
90.0
376.9
%
68.1
51.7
16.4
%
82.9
£m
376.9
(0.7)
376.2
(10.2)
366.0
(100.6)
(0.3)
(1.8)
263.3
£m
689.4
582.5
410.5
66.2
£m
652.5
552.6
434.5
–
109.0
+23%
+22%
+31%
444
154
68.1%
16.4%
+26%
2013
£m
1,416.6
472.7
1,889.3
109.4
1,998.7
£m
335.6
92.5
428.1
%
70.6
52.8
17.8
%
84.6
£m
428.1
(0.3)
427.8
(77.1)
350.7
(91.5)
–
(4.9)
254.3
£m
734.3
618.2
464.2
72.6
£m
745.3
560.3
463.3
–
120.4
+8%
+8%
+12%
469
173
70.6%
17.8%
+14%
(1) The results for the year to 31 March 2010 have been re-presented to show the results of the discontinued Spanish operations separately.
(2) Adjusted for exceptional items.
(3) Growth rate is year-on-year underlying change, i.e. at constant exchange rates.
154
Five Year Summary
Year to 31 March
Earnings and dividends
Adjusted earnings per share – diluted(1)
Earnings per share – diluted
Diluted weighted average number of ordinary shares (millions)
Dividend per share (on a paid basis)
2009
pence
per share
30.2
(1.4)
438.1
12.0
2010
pence
per share
35.1
18.4
441.9
12.2
2011
pence
per share
48.9
46.9
444.0
15.5
2012
pence
per share
61.6
59.3
444.3
22.0
2013
pence
per share
70.0
57.0
446.5
26.0
Year to 31 March
Net Cash Flow
Adjusted operating profit(1)
Discontinued operations
Restructuring spend
Depreciation and amortisation
Employee share scheme costs
Decrease/(increase)in inventories
Decrease/(increase)in receivables
(Decrease)/increase in payables
Other non-cash items
Cash flow from operations
Capital expenditure
Payment to terminate licence relationship
Proceeds from sale of assets held for sale
Capital contributions from JV partners
Acquisitions
Net interest
Tax paid
Free cash flow
Dividends
ESOP trust purchases / other
Exchange difference
Total movement in net cash
2009
£m
180.8
–
(15.8)
45.1
4.5
49.0
2.1
(34.7)
16.7
247.7
(89.9)
–
–
–
(0.3)
(5.9)
(26.3)
125.3
(51.7)
(5.1)
3.3
71.8
2010
£m
219.9
–
(26.7)
52.3
18.1
81.4
50.3
36.0
0.2
431.5
(69.9)
–
–
7.4
(2.0)
(5.0)
(51.3)
310.7
(52.5)
(3.5)
(0.3)
254.4
2011
£m
301.1
(2.1)
(20.3)
62.6
28.3
(58.0)
(8.1)
68.0
(5.1)
366.4
(108.4)
–
–
7.0
(51.9)
(3.2)
(98.1)
111.8
(68.7)
(5.6)
(1.6)
35.9
2012
£m
376.9
2.5
(8.6)
87.6
31.8
(61.8)
(17.4)
70.1
1.4
482.5
(153.1)
–
–
4.9
(23.5)
(0.6)
(108.2)
202.0
(99.2)
(60.0)
(2.4)
40.4
2013
£m
428.1
–
(1.0)
111.2
24.9
(39.2)
(32.0)
17.6
13.4
523.0
(175.9)
(144.1)
0.1
0.4
(1.0)
0.9
(99.0)
104.4
(113.5)
(45.4)
12.8
(41.7)
Net cash
7.6
262.0
297.9
338.3
296.6
As at 31 March
Balance Sheet
Intangible assets
Property, plant and equipment
Inventories
Trade and other receivables
Trade and other payables
Taxation (including deferred taxation)
Net cash
Other net assets
Net assets
(1) Adjusted for exceptional items.
2009
£m
57.5
258.6
262.6
196.7
(186.2)
23.4
7.6
(76.3)
543.9
2010
£m
64.6
256.1
166.9
139.4
(226.7)
(13.5)
262.0
(45.3)
603.5
2011
£m
114.7
281.8
247.9
147.7
(367.8)
16.9
297.9
(5.4)
733.7
2012
£m
133.1
328.8
311.1
167.5
(429.3)
39.1
338.3
2.8
891.4
2013
£m
210.2
409.1
351.0
199.5
(447.8)
45.3
296.6
(11.1)
1,052.8
155
Independent Auditors’ Report to the Members of Burberry Group plc
We have audited the parent Company financial statements of Burberry Group plc for the year ended 31 March 2013 which
comprise the Company Balance Sheet and the related notes. The financial reporting framework that has been applied
in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted
Accounting Practice).
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors’ Responsibilities set out on page 106, the directors are responsible
for the preparation of the parent Company 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 parent Company financial statements in accordance with applicable
law and International Standards on Auditing (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 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.
Scope of the audit of the financial statements
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: whether the accounting policies are appropriate to the parent Company’s circumstances
and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made
by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial
information in the Annual Report to identify material inconsistencies with the audited financial statements. If we become aware
of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion the parent Company financial statements:
give a true and fair view of the state of the Company’s affairs as at 31 March 2013;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion:
the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies
Act 2006; and
the information given in the Directors’ Report for the financial year for which the parent Company financial statements are
prepared is consistent with the parent Company financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if,
in our opinion:
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; or
the parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Other matter
We have reported separately on the Group financial statements of Burberry Group plc for the year ended 31 March 2013.
Andrew Kemp (Senior Statutory Auditor)
For and on behalf of PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, London, 20 May 2013
156
Company Balance Sheet
Fixed assets
Investments
Current assets
Debtors receivable within one year
Debtors receivable after one year
Derivative assets maturing within one year
Derivative assets maturing after one year
Cash at bank and in hand
Creditors – amounts falling due within one year
Net current assets
Total assets less current liabilities
Creditors – amounts falling due after more than one year
Derivative liabilities maturing after one year
Provisions for liabilities
Net assets
Capital and reserves
Called up share capital
Share premium account
Capital reserve
Hedging reserve
Profit and loss account
Total shareholders’ funds
As at
31 March
2013
£m
2,203.7
2,203.7
0.4
424.0
11.8
0.2
0.3
436.7
(377.9)
58.8
2,262.5
(1,435.9)
(0.7)
(1.4)
824.5
0.2
203.6
0.9
4.1
615.7
824.5
As at
31 March
2012
£m
2,055.3
2,055.3
0.4
994.9
-
14.7
0.1
1,010.1
(336.7)
673.4
2,728.7
(2,092.1)
(0.2)
(1.4)
635.0
0.2
202.6
0.9
4.1
427.2
635.0
Note
C
D
D
E
E
F
F
F
F
F
F
The financial statements on pages 157 to 161 were approved by the Board on 20 May 2013 and signed on its behalf by:
Sir John Peace
Chairman
Stacey Cartwright
Executive Vice President, Chief Financial Officer
157
Notes to the Company Financial Statements
A. Basis of preparation
Burberry Group plc (the Company) is the parent Company of the Burberry Group. Burberry Group plc is listed on the London
Stock Exchange and its principal business is investment. The Company is the sponsoring entity of The Burberry Group plc
ESOP Trust and The Burberry Group plc SIP Trust (collectively known as the ESOP trusts). These financial statements have
been prepared by consolidating the ESOP Trusts into the financial statements of the Company. The purpose of the ESOP
trusts is to purchase shares of the Company in order to satisfy Group share based payment arrangements.
Burberry Group plc and its subsidiaries (the Group) is a global luxury goods manufacturer, wholesaler and retailer. The Group
also licences third parties to manufacture and distribute products using the ‘Burberry’ trade marks. All of the companies which
comprise the Group are controlled by the Company directly or indirectly.
These financial statements have been prepared on a going concern basis under the historical cost convention, with the
exception of those financial instruments which are included in the financial statements at fair value, and in accordance
with applicable accounting standards in the United Kingdom and the Companies Act 2006.
B. Accounting policies
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies
have been consistently applied to all the years presented, unless otherwise stated.
Share schemes
The Group operates a number of equity-settled share based compensation schemes, under which services are received from
employees (including executive directors) as consideration for equity instruments of the Company. The cost of the share based
incentives is measured with reference to the fair value of the equity instruments awarded at the date of grant. Appropriate
option pricing models, including Black-Scholes and Monte Carlo, are used to determine the fair value of the awards made.
The fair value takes into account the impact of any market performance conditions, but the impact of non-market performance
conditions is not considered in determining the fair value on the date of grant. Vesting conditions which relate to non-market
conditions are allowed for in the assumptions used for the number of options expected to vest. The estimate of the number
of options expected to vest is revised at each balance sheet date.
In some circumstances, employees may provide services in advance of the grant date. The grant date fair value is estimated
for the purposes of recognising the expense during the period between the service commencement period and the grant date.
The grant by the Company of options over its equity instruments to employees of subsidiary undertakings in the Group
is treated as a capital contribution. In the Company’s accounts, the cost of the share based incentives is recognised over the
vesting period of the awards as an increase in investment in subsidiary undertakings, with a corresponding increase in equity.
When options and awards are exercised, they are settled either via issue of new shares in the Company, or through shares held
in an ESOP trust, depending on the terms and conditions of the relevant scheme. The proceeds received from the exercises,
net of any directly attributable transaction costs, are credited to share capital and share premium.
Dividend distribution
Dividend distributions to Burberry Group plc’s shareholders are recognised as a liability in the period in which the dividend
becomes a committed obligation. Final dividends are recognised when they are approved by the shareholders. Interim
dividends are recognised when paid.
Investments in Group companies
Investments in Group companies are stated at cost, less any provisions to reflect impairment in value.
Impairment of assets
Assets are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount may
not be recoverable. An impairment loss is recognised for the amount by which the carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s net realisable value and value-in-use. For the purpose of assessing
impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (income-generating units).
158
Notes to the Company Financial Statements
B. Accounting policies (continued)
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date
where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have
occurred at the balance sheet date.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are
expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is measured on an undiscounted basis.
Derivative financial instruments
Financial instruments are reported and measured in accordance with FRS 25 and FRS 26 respectively. The Company used
the exemption not to present FRS 29 disclosures in the notes to the entity financial statements as full equivalent disclosures
are presented within the consolidated financial statements.
Equity swap contracts are marked to market with gains and losses arising on these contracts recognised in the profit and
loss account.
Foreign currency transactions
Transactions denominated in foreign currencies are translated into Sterling at the exchange rate ruling at the date of the
transaction. Monetary assets and liabilities denominated in foreign currencies, which are held at the year end, are translated
into Sterling at the exchange rate ruling at the balance sheet date. Exchange differences on monetary items are recognised
in the profit and loss account in the period in which they arise.
Related party transactions
FRS 8 ‘Related Party Disclosures’ requires the disclosure of the details of material transactions and balances between the
reporting entity and related parties. The Company has taken advantage of the exemption under the terms of FRS 8 not to
disclose details of transactions with entities that are wholly owned subsidiaries.
C. Investments in Group companies
Cost
As at 31 March 2012
Additions
As at 31 March 2013
£m
2,055.3
148.4
2,203.7
Additions in the year include the investment in Burberry Beauty Limited.
The directors believe that the carrying value of the investments is supported by their underlying net assets. The principal
subsidiaries of the Burberry Group are listed in note 29 of the Group financial statements.
D. Debtors
Prepayments
Debtors receivable within one year
Amounts owed by Group companies
Prepayments
Debtors receivable after one year
Total debtors
As at
31 March
2013
£m
0.4
0.4
423.1
0.9
424.0
424.4
As at
31 March
2012
£m
0.4
0.4
993.6
1.3
994.9
995.3
Included in amounts receivable from Group companies are loans of £79.4m (2012: £75.0m) which are interest bearing.
The interest rate earned is based on relevant national LIBOR equivalents plus 1.77%.
159
Notes to the Company Financial Statements
E. Creditors
Amounts owed to Group companies
Accruals
Creditors – amounts falling due within one year
Amounts owed to Group companies
Creditors – amounts falling due after more than one year
Total creditors
As at
31 March
2013
£m
377.5
0.4
377.9
1,435.9
1,435.9
1,813.8
As at
31 March
2012
£m
336.3
0.4
336.7
2,092.1
2,092.1
2,428.8
£m
0.2
–
0.2
Total
equity
£m
711.7
37.9
(95.9)
(58.0)
31.8
10.1
(60.7)
0.1
635.0
323.5
(113.5)
210.0
24.9
1.0
(46.4)
824.5
Amounts due to Group companies are unsecured, interest free and repayable on 1 March 2016.
F. Capital and reserves
Allotted, called up and fully paid share capital
Ordinary shares of 0.05p (2012: 0.05p) each
As at 1 April 2012
Allotted on exercise of options during the year
As at 31 March 2013
Number
438,768,108
3,392,223
442,160,331
As at 31 March 2013, 30,027 of the 0.05p ordinary shares in issue are held as treasury shares (2012: 30,027).
Reconciliation of movement in Company shareholders’ funds
As at 31 March 2011
Retained profit for the year before dividends paid
Dividends paid
Total recognised loss for the year
Employee share option scheme
value of share options granted
exercise of share options
Purchase of shares by ESOP trusts
Sale of shares by ESOP trusts
As at 31 March 2012
Retained profit for the year before dividends paid
Dividends paid
Total recognised profit for the year
Employee share option scheme
value of share options granted
exercise of share options
Purchase of shares by ESOP trusts
Share
capital
£m
0.2
Share
premium
£m
192.5
Capital
reserve
£m
0.9
Hedging
reserve
£m
4.1
Profit and
loss account
£m
514.0
–
–
–
–
–
–
–
0.2
–
–
–
–
–
–
–
–
–
–
10.1
–
–
202.6
–
–
–
–
1.0
–
–
–
–
–
–
–
–
0.9
–
–
–
–
–
–
–
–
–
–
–
–
–
4.1
–
–
–
–
–
–
37.9
(95.9)
(58.0)
31.8
–
(60.7)
0.1
427.2
323.5
(113.5)
210.0
24.9
–
(46.4)
615.7
As at 31 March 2013
0.2
203.6
0.9
4.1
Profit for the year on ordinary activities, but before dividends payable, was £323.5m (2012: £37.9m). As permitted by
Section 408 of the Companies Act 2006, the Company has not presented its own profit and loss account.
The Company has a general authority from shareholders, renewed at each Annual General Meeting, to repurchase a maximum
of 10% of its issued share capital. During the year to 31 March 2013, no ordinary shares were repurchased by the Company
under this authority.
The cost of own shares held by the Group has been offset against the profit and loss account, as the amounts paid reduce
the profits available for distribution by the Company. As at 31 March 2013 the amounts offset against this reserve are £88.1m
(2012: £41.9m). As at 31 March 2013, the ESOP trusts held 6.9m shares (2012: 3.3m) in the Company, with a market value
of £91.7m (2012: £49.0m). In the year to 31 March 2013 the ESOP trusts have waived their entitlement to dividends of £1.0m
(2012: £0.2m).
The capital reserve consists of the capital redemption reserve arising on the purchase of own shares.
160
Notes to the Company Financial Statements
G. Dividends
Prior year final dividend paid 18.00p per share (2012: 15.00p)
Interim dividend paid 8.00p per share (2012: 7.00p)
Total
Year to
31 March
2013
£m
78.6
34.9
113.5
Year to
31 March
2012
£m
65.4
30.5
95.9
A final dividend in respect of the year to 31 March 2013 of 21.00p (2012: 18.00p) per share, amounting to £91.5m
(2012: £78.6m), has been proposed for approval by the shareholders at the Annual General Meeting subsequent
to the balance sheet date. The final dividend has not been recognised as a liability at the year end and will be paid
on 1 August 2013 to shareholders on the register at the close of business on 5 July 2013.
H. Financial guarantees
Burberry Group plc, together with Burberry Limited, Burberry Treasury Limited, Burberry Asia Limited, Burberry (Wholesale)
Limited (US) and Burberry Limited (US) make up the Guarantor Group for a £300m multi-currency revolving facility agreement
which commenced 28 March 2011 and matures 30 June 2016. Interest is charged on this facility at LIBOR plus 0.90% on
drawings less than £100m; at LIBOR plus 1.05% on drawings between £100m and £200m; and at LIBOR plus 1.20% on
drawings over £200m.
The fair value of the financial guarantee as at 31 March 2013 is £nil (2012: £nil).
A potential liability may arise in the future if one of the Group members defaults on the loan facility. Each guarantor,
including Burberry Group plc, would be liable to cover the amounts outstanding, including principal and interest elements.
I. Audit fees
The Company has not been recharged audit fees of £0.1m for the current year which are borne by Burberry Limited
(2012: £0.1m).
161
Shareholder Information
Shareholder
Information
General shareholder enquiries
Enquiries relating to shareholdings, such as the transfer
of shares, change of name or address, lost share certificates
or dividend cheques, should be referred to the Company’s
Registrar, Equiniti, using the details below:
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Tel: 0871 384 2839. Calls cost 8p per minute plus
network extras. Lines are open 8.30am to 5.30pm,
Monday to Friday.
Please dial +44 121 415 7047 if calling from outside the
UK or see help.shareview.co.uk for additional information.
American Depositary Receipts
Burberry has a sponsored Level 1 American Depositary
Receipt (ADR) programme to enable US investors to
purchase ADRs in US Dollars. Each ADR represents
two Burberry ordinary shares.
For queries relating to ADRs in Burberry, please use the
following contact details:
Deutsche Bank Trust Company Americas
c/o American Stock Transfer & Trust Company
Peck Slip Station
PO Box 2050
New York, NY 10272-2050
Tel: toll free within the US: +1 800 301 3517
Tel: International: +1 (718) 921 8137
Email enquiries: DB@amstock.com
Annual General Meeting
Burberry’s Annual General Meeting will be held on Friday,
12 July 2013 at 9.30am at the offices of Slaughter and May:
One Bunhill Row
London
EC1Y 8YY
The Notice of Meeting, together with details of the
business to be conducted at the meeting, is available
on the Company’s website at burberryplc.com.
The voting results for the 2013 Annual General Meeting will
be accessible on the Company’s website at burberryplc.com
shortly after the meeting.
162
Dividends
An interim dividend for the financial year ended 31 March 2013
of 8.0p per ordinary share was paid on 25 January 2013.
A final dividend of 21.0p per share has been proposed and,
subject to approval at the Annual General Meeting on 12 July
2013, will be paid according to the following timetable:
Final dividend record date:
Deadline for return of DRIP mandate forms:
Final dividend payment date:
5 July 2013
11 July 2013
1 August 2013
The ADR local payment date will be approximately five
business days after the proposed dividend payment date
for ordinary shareholders.
Dividends can be paid by BACS directly into a UK bank
account, with the tax voucher being sent to the
shareholder’s address. This is the easiest way for
shareholders to receive dividend payments and avoids
the risk of lost or out of date cheques. A dividend mandate
form is available from Equiniti or at shareview.co.uk.
Dividends payable in foreign currencies
Equiniti are able to pay dividends to shareholder bank
accounts in over 30 currencies worldwide through the
Overseas Payment Service. An administrative fee will
be deducted from each dividend payment. Further details
can be obtained from Equiniti or online at shareview.co.uk.
Dividend Reinvestment Plan
The Company’s Dividend Reinvestment Plan (DRIP) enables
shareholders to use their dividends to buy further Burberry
shares. Full details of the DRIP can be obtained from Equiniti.
If shareholders would like their final 2013 and future
dividends to qualify for the DRIP, completed application
forms must be returned to Equiniti by 11 July 2013.
Duplicate accounts
Shareholders who have more than one account due
to inconsistency in account details may avoid duplicate
mailings by contacting Equiniti and requesting
the amalgamation of their share accounts.
Electronic communication
Shareholders may at any time choose to receive all
shareholder documentation in electronic form via the
internet, rather than in paper format. Shareholders who
decide to register for this option will receive an email each
time a shareholder document is published on the internet.
Shareholders who wish to receive documentation in
electronic form should register online at shareview.co.uk.
Shareholder Information
Equiniti offers a range of shareholder information and services
online at shareview.co.uk. A textphone facility for those with
hearing difficulties is available by calling: 0871 384 2255.
Calls cost 8p per minute plus network extras. Lines are
open 8.30am to 5.30pm, Monday to Friday. Please call
+44 121 415 7028 if calling from outside the UK.
Financial calendar
First quarter trading update
Annual General Meeting
First half trading update
Interim results announcement
Third quarter trading update
Second half trading update
Preliminary results announcement
10 July 2013
12 July 2013
October 2013
November 2013
January 2014
April 2014
May 2014
Registered office
Burberry Group plc
Horseferry House
Horseferry Road
London
SW1P 2AW
Registered in England and Wales
Registered Number 03458224
burberryplc.com
Share dealing
Burberry Group plc shares can be traded through
most banks, building societies or stock brokers.
Equiniti offers a telephone and internet dealing service.
Terms and conditions and details of the commission
charges are available on request.
For telephone dealing please telephone 08456 037 037
between 8.00am and 4.30pm, Monday to Friday, and for
internet dealing visit shareview.co.uk/dealing. Shareholders
will need their reference number which can be found
on their share certificate.
ShareGift
Shareholders with a small number of shares, the value
of which makes them uneconomic to sell, may wish to
consider donating their shares to charity through ShareGift,
a donation scheme operated by The Orr Mackintosh
Foundation. A ShareGift donation form can be obtained
from Equiniti. Further information is available at
sharegift.org or by telephone on 0207 930 3737.
Share price information
The latest Burberry Group plc share price is available
on the Company’s website at burberryplc.com.
Unauthorised brokers (boiler room scams)
Shareholders are advised to be very wary of any unsolicited
advice, offers to buy shares at a discount or offers of free
company reports. These are typically from overseas-based
‘brokers’ who target UK shareholders offering to sell them
what often turn out to be worthless or high-risk shares in
USA or UK investments. These operations are commonly
known as boiler rooms.
If you receive any unsolicited investment advice, get the
correct name of the person and organisation and check
that they are properly authorised by the FCA before getting
involved by visiting www.fca.org.uk/register/
If you deal with an unauthorised firm, you will not be eligible
to receive payment under the Financial Services
Compensation Scheme if things go wrong.
If you think you have been approached by an unauthorised
firm you should contact the FCA consumer helpline on
0800 111 6768.
More detailed information can be found on the FCA
website at www.fca.org.uk/consumers/protect-yourself/
unauthorised-firms.
Website
This Annual Report and other information about Burberry,
including share price information and details of results
announcements, are available at burberryplc.com.
Disclaimer
The purpose of this document is to provide information to the members of Burberry Group plc. This document contains certain statements that
are forward-looking statements. They appear in a number of places throughout this document and include statements regarding our intentions,
beliefs or current expectations and those of our officers, directors and employees concerning, amongst other things, our results of operations, financial
condition, liquidity, prospects, growth, strategies and the business we operate. By their nature, these statements involve uncertainty since future events
and circumstances can cause results and developments to differ materially from those anticipated. The forward-looking statements reflect knowledge
and information available at the date of preparation of this document and unless otherwise required by applicable law the Company undertakes
no obligation to update or revise these forward-looking statements. Nothing in this document should be construed as a profit forecast. The Company
and its directors accept no liability to third parties in respect of this document save as would arise under English law. This document does not
constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any Burberry Group plc shares, in the UK, or in the USA,
or under the USA Securities Act 1933 or any other jurisdiction.
163
Executive Team
Executive
Team
Executive Directors
Angela Ahrendts
Chief Executive Officer
Jon Ehlen
Senior Vice President,
Beauty & Partner Businesses,
Americas
Stacey Cartwright
Executive Vice President,
Chief Financial Officer
Fabrizio Fabbro
Senior Vice President,
Product Development
John Smith1
Chief Operating Officer
Alessandro Fabrini
Senior Vice President, Licensing
Carol Fairweather2
Chief Financial Officer Designate
Senior Management
Christopher Bailey
Chief Creative Officer
Roberto Canevari
Chief Supply Chain Officer
Simona Cattaneo
Senior Vice President, Beauty
Yvonne Chan
Senior Vice President,
Beauty & Partnership Business,
Asia Pacific
Virginie Costa
Chief Financial Officer &
Chief Operating Officer, Americas
John Douglas
Chief Technology Officer
Ryad Djellas
Chief Financial Officer,
Asia Pacific
Emilio Foa
Chief Financial Officer,
Europe Senior Vice President,
Emerging Markets
Marco Gentile
Chief Operating Officer,
Europe Senior Vice President,
Southern Europe
Stephen Gilbert
Senior Vice President, Architecture
Jan Heppe3
President, Americas
Scott Jameson
Chief Financial Officer, Architecture
Donald Kohler
Senior Vice President, Planning
Andrew Maag
President, Europe &
Emerging Markets
Michael Mahony
Chief Corporate Affairs Officer
& General Counsel
Sarah Manley
Chief Marketing Officer
Matt McEvoy
Senior Vice President,
Strategy & New Business
Development
Marianne Naberhaus
Senior Vice President,
Wholesale Americas
Karin Ong
Chief Operations Officer,
Asia Pacific
Stuart Pemble
Chief Financial Officer, Marketing,
IT, CMD & Digital Commerce
Pascal Perrier
Chief Executive Officer,
Asia Pacific
Paul Price
Chief Merchandising Officer
Edouard Roche
Senior Vice President,
Merchandising Europe
Steve Sacks
Chief Customer Officer
Mark Taylor
Chief People Officer
Eugenia Ulasewicz4
President, Americas
1. From 4 March 2013
2. Director from 11 July 2013
3. From 10 January 2013
4. Until 10 January 2013
164
burberry.com