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COATS GROUP PLC
ANNUAL REPORT 2020
Connecting
talent, textiles
and technology
to make a better and more
sustainable world
CONNECTING TALENT, TEXTILES AND TECHNOLOGY
OUR PURPOSE IS TO CONNECT TALENT, TEXTILES AND
TECHNOLOGY TO MAKE A BETTER AND MORE
SUSTAINABLE WORLD
Coats is the world’s leading industrial thread company. Coats’ pioneering history and innovative
culture ensure the Company leads the way around the world. We provide complementary and
value-adding products, services and software solutions to the Apparel & Footwear (A&F)
industries. We apply innovative techniques to develop high technology Performance Materials
(PM) threads, yarns and fabrics in areas such as Transportation, Telecoms and Energy, and
Personal Protection.
A key part of our Company purpose is to make a better and more sustainable world.
This report details how we deliver our purpose to support our customers, their industries, our
shareholders, our people and the communities in which we operate.
We are achieving this by focusing on three key areas:
• Talent – our people are our greatest asset and we continue to invest in their development to
enhance their specialised skills and acquire new ones through our ever-growing digital learning
platform and peer-to-peer sessions led by internal experts
• Textiles – we develop innovative textile solutions to enhance people’s lives, touching
everything from sewing thread to fibre optic cables
• Technology – we embrace new, emerging and disruptive technologies to penetrate markets
with new and improved textile applications and material solutions that are more sustainable
and functional
Find out more online:
For a more visually engaging way to read about our progress in the year see our online ‘Year
in Review’ at coats.com/ar2020
A full copy of this Annual Report can also be downloaded from coats.com/investors
Throughout this document you will see references to where supporting information can also
be found online at coats.com
Sustainability Report:
To read our Sustainability Report, and for more on our policies, their impact and our
approach to ‘Pioneering a sustainable future’, go to coats.com/sustainability
CONTENTS
Strategic report
1
2020 full year results
and highlights
Coats at a glance
Chairman’s statement
2
4
6 Market trends
8
10
12
Business model
Investment case
Group Chief Executive’s
statement
14 Our strategic goals
15 Key performance indicators
17 Stakeholder engagement
23 Working responsibly
34 Principal risks and uncertainties
45 Operating review
48 Financial review
Corporate Governance
52 Chairman’s introduction
56 Board of Directors
59 Corporate Governance Report
Audit and Risk Committee
66
Report
71 Nomination Committee Report
74 Directors’ Report
78
Directors’ responsibilities
statement
Remuneration Committee
Report
79
Independent Auditor’s Report
Financial statements
96
108 Primary financial statements
114 Notes to the financial
statements
180 Company financial statements
183 Notes to Company financial
statements
Other information
185 Group structure
195 Five-year summary
196 Shareholder information
Strategic reportCorporate governanceFinancial statementsOther information2020 FULL YEAR RESULTS
AND HIGHLIGHTS
Continuing operations:
Revenue ($m)
Financial performance
Continuing operations3
2020
2019
Change
CER
change1
Organic
change1
Revenue
Adjusted1
$1,163m
$1,389m
(16)%
(14)%
(19)%*
Operating profit
$111m
$198m
(44)%
(43)%
(43)%*
Basic earnings per share
Free cash flow
Net debt (excl. IFRS 16)
2.4c
$28m*
$181m
7.0c
$107m
$150m
Reported2,3
Operating profit
$103m
$191m
(46)%
(45)%
(44)%
Basic earnings per share
1.8c
6.7c
Net cash generated by operating
activities
Final dividend per share
$66m
1.30c
$144m
nil
Highlights
• Improving sales momentum with Group organic sales exit rate down 5% for November
and December (versus down 26% H1 2020 and down 15% four months to October 2020),
following the impact of Covid earlier in the year.
• Continued share gains in Apparel & Footwear and customer wins in Performance Materials
as customers’ priorities pivot to reliability, speed and flexibility during Covid.
• Continued Innovation focus despite Covid disruption; 22 new products launched in the year,
generating $13 million of incremental revenue, and with a rich pipeline of opportunities.
• Adjusted operating profit of $111 million, ahead of previous expectations, with solid recovery
in H2; ability to significantly flex cost base leading to resilient margins of 12.2% in H2
(6.4% H1).
• Further advancement on Sustainability agenda; increased demand for EcoVerde product range
with revenues up 6x year-on-year; signed up to Science Based Targets initiative, specifically
to achieving net-zero emissions by 2050.
• Net debt (excl. IFRS 16) of $181 million, 1.2x leverage4; committed facility headroom of
$330 million.
• Proposed final dividend of 1.30 cents per share as a result of the strength of the balance
sheet, the encouraging recovery, and the Board’s confidence in the strategy and outlook for
the Group.
2020
2019
2018
1,163
1,389
1,415
Adjusted operating profit ($m)
2020
2019
2018
Operating profit ($m)
2020
2019
2018
111
198
195
103
191
147
Key Performance Indicators
We have indicated with * those
measures we consider KPIs. See
pages 15–16 for more details and
historical performance.
1. Adjusted measures are non-statutory measures
(Alternative Performance Measures). These are
reconciled to the nearest corresponding statutory
measure in note 37. Constant exchange rate (CER)
figures are 2019 results restated at 2020 exchange
rates. Organic figures are results on a CER basis and
excluding contributions from bolt-on acquisitions
(Pharr HP and ThreadSol). Revenue figures are an IFRS
measure; however CER and Organic growth rates
constitute Alternative Performance Measures.
2. Reported refers to values contained in the IFRS
column of the primary financial statements in either
the current or comparative period.
3. All figures on a continuing basis, unless otherwise
stated.
4. Leverage calculated on a frozen GAAP basis, and
therefore excludes the impact of IFRS 16 on both
adjusted EBITDA and net debt.
Alternative Performance Measures – see note 37
on pages 176–179.
Coats Group plc Annual Report and Accounts 2020
1
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information
COATS AT A GLANCE
COATS IS THE WORLD’S LEADING INDUSTRIAL THREAD
COMPANY. HEADQUARTERED IN THE UK, WE OPERATE
GLOBALLY AND IN 2020 GENERATED REVENUES OF $1.2BN
What we do
$1.2bn Group revenues
9.5% operating margins
1.2x leverage
We deliver innovative and value add product and service
solutions for our c.40,000 global customers to meet the design
specifications they require.
Our products are a small but critical component in international
global industries such as Apparel & Footwear, Telecoms and
Energy, Personal Protection and Automotive industries.
Sustainability is at the heart of our core business values.
We look to do business at all times in an ethical manner,
respectful of our environment, and delivering peace of mind
for our customers. Each year we aim to produce more from
less of the planet’s resources.
2020
Revenue
$1.163m
71% Apparel & Footwear
29% Performance Materials
2020
Revenue
by Region
$1.163m
Whilst our industry was significantly impacted by Covid during
2020 we were able to use our flexible business model to maintain
robust financial performance.
27% Americas
54% Asia
19% EMEA
Where we
operate
100
Sales in around countries
c.40,000
Customers globally
250
Years of textiles experience
How we operate:
Our Sustainability
Strategy
Headquartered in the UK and
quoted on the London Stock
Exchange, we have a global
sales presence and digital
platforms to enable us to serve
customers wherever they are
located. Our unrivalled global
reach and footprint serve as one
of our competitive advantages.
HQ
HQ
Innovation Hub
Innovation Hub
Manufacturing Site
Manufacturing Site
Presence
Presence
We launched our strategy in 2019 with challenging targets
for 2022 and 2024. We have continued to make good progress
towards these goals notwithstanding the considerable disruption
caused by Covid, but not all the actions that we planned for
2020 were achievable in the circumstances. This was especially
the case with our Social targets (for details go to coats.com/
sustainability).
While this means that we have more to achieve in the time
remaining to deliver on our targets, we are holding to our
commitments and not extending the strategy horizon or
reducing our ambition. Action plans have been revised
to accelerate progress in 2021.
Our strategy ‘Pioneering a
sustainable future’ focuses
on five priority areas:
WATER
ENERGY
EFFLUENT & EMISSIONS
SOCIAL
LIVING SUSTAINABLY
2
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationAPPAREL & FOOTWEAR
2020 revenue: $823m
2020 operating profit:
$96m
(11.6% margin)
We are the trusted value-adding partner, providing critical supply
chain components and services to the $1.8tn (pre-Covid) global
Apparel & Footwear industry. Our portfolio of world class
products and services exist to serve the needs and requirements
of our customers and brand owners.
Our industry was significantly impacted by Covid during 2020,
as large-scale lockdown activities impacted a number of our end
customers. Local lockdown activities also impacted our supply
chain, and our own operations, particularly during Q2.
Main customer markets
We ultimately supply products
and services to premium global
brands across many markets such
as mid-market, premium lifestyle,
value / mass, Fast Fashion, luxury
/ affordable luxury, footwear, and
apparel tailoring.
30,000
Apparel & Footwear manufacturers
4,000
Retailers & brands
Product type
End uses
Key Coats brands
Apparel & Footwear and
accessories threads
(c.85% of A&F sales)
Sport / athleisure, denim, ladieswear, menswear,
children’s wear, leather wear, workwear, footwear,
and intimates and underwear
Epic, Dual Duty, Seamsoft, Nylbond, Gral, Gramax,
Astra, Sylko, Knit and EcoVerde
Zips, trims and crafting
(c.14% of sales)
Zips, interlinings, reflective tapes, and crafting
products (Latin America)
Opti, Signal and Connect
Software solutions
(c.1% of sales)
Enabling supply chain productivity gains, increasing
speed of supply and facilitating compliance
Coats Digital – including FastReactPlan, VisionPLM,
GSDCost, Intellocut and Intellobuy
PERFORMANCE MATERIALS
2020 revenue: $341m
2020 operating profit:
$15m
(4.4% margin)
We are experts in the design and supply of a diverse range of
technical products that serve a variety of strategic end-use markets.
Derived from our longstanding global market-leading Apparel
& Footwear thread expertise, which has been built up over 250
years, we are able to provide highly engineered solutions to meet
our customers’ needs by incorporating specific design features
into various thread and yarn-based products.
Covid caused disruption during 2020 to a number of our end use
markets, although due to diverse customer / end-use, business
was not impacted quite as severely as Apparel & Footwear.
Main customer markets
These include highly engineered
applications for the Telecoms and
Energy sector, Personal Protection
clothing and solutions for the
Transportation sector.
c.7,000
PM customers
End-use sector
End uses
Key Coats brands
Telecoms and Energy
(c.15% of PM sales)
Personal Protection
(c.40% of sales)
Transportation
(c.10% of sales)
Protective layers for cables / steel replacement
composites
Gotex, Ultrabloc, Aptan XU, Gral Binder, Protos
Ripcord and Dabond Ultrabloc
Combining comfort, safety and protection – fire
retardant and cut resistant threads and yarns
High performance threads and yarns for various
parts of the automotive industry
Firefly, Flamepro and Armoren
Neophil, Synergex, Lattice and Webflex
Household and Recreation
(c.20% of sales)
Everyday consumer applications, including
bedding, quilting and outdoors
Gral Quilt, Protos Fil, Epic, Gramax and Admiral
Other Industrial Applications
(c.15% of sales)
Various technical applications for light / strong /
flexible / innovative threads
Astra FH, Stricose, Admiral FH, Prolene, Gral
and Helios
Coats Group plc Annual Report and Accounts 2020
3
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationCHAIRMAN’S STATEMENT
‘WE CONNECT TALENT, TEXTILES AND
TECHNOLOGY TO MAKE A BETTER
AND MORE SUSTAINABLE WORLD.
WE ENTER 2021 WITH RENEWED
RESILIENCE AND FORTITUDE
AS WE COME OUT OF THIS
EXTRAORDINARY YEAR.’
Dear Shareholder,
Our business has been operating continuously for over 250 years
including through two world wars, but this year has been one of
the most testing times in our history. Despite the great challenges
of 2020, we have been guided by our values and core priorities and
we have made real progress. The Coats workforce has shown great
resilience and rallied together in this crisis and we have delivered
beyond all expectations. The manner in which our colleagues have
been galvanised to act with pace and determination has ensured
that we emerge stronger and I pay testament to the hard work
and adaptability of all our employees across the entire Coats family.
Purposeful business
Our people have demonstrated exceptional agility in keeping the
supply chain going and meeting our customer needs. In this time
of crisis, we have managed to stay on the front foot, introducing
new products, gaining market share, and bringing in new
customers. We are now coming back stronger and more
competitive, refocusing our activities to meet the needs of our
current and future customers. Never has our purpose – Connecting
Talent, Textiles and Technology to Make a Better and More
Sustainable World – seemed so relevant. The lens is now firmly
focused on purposeful business, and customers and wider society
are now demanding more transparency on responsible business
practices. Since the establishment of Coats, ethical behaviour has
been core to everything we have done – from offering free
schooling to the workers at our first factory in Paisley, to most
recently going out into the community in India to help deal with
the health crisis – ethical and sustainable business practice has
been in our DNA and our culture right from the start.
Performance
Coats has a long heritage which has relied on its ability to
respond and evolve with the times, adopting key technologies.
We have a strong leadership team who have been the drivers in
ensuring that the business is ready for the digital age. We were able
to pivot so swiftly to the new ways of working since we had already
implemented digitisation as a strategic priority for the business. In
an industry which is traditionally behind the game on digital tools,
we had already taken a big step forward. This digital preparedness
was coupled with the robust risk management practices we had
in place. Our business continuity planning exercises prepared us for
potential disruption in the supply chain and were put to good use
at the start of the crisis when we executed our contingency plans.
Another truly outstanding aspect of our performance has been
cash management, a testament to Coats’ agility, perseverance
and digital approaches.
In my final year as Chairman of the business, I have been both
proud and saddened. I am very proud of our health and safety
agenda as an industrial company, and there is no doubt in my mind
that the impacts in this area have ensured that the business could
respond immediately to the challenges it faced as the pandemic hit.
The speed at which we implemented industry-leading health and
safety responses is down to the fact that health and safety has
always been at the top of our agenda. We moved quickly, adopting
best practice, deploying these methods across our global sites. The
speed of collaboration, and our trust in each other, meant that best
practice was passed from China and Vietnam to all our sites in Asia
and then to all our clusters simultaneously. We applied meticulous
discipline to ensure that our employees remained safe within our
factory gates and introduced cutting-edge safety tools, such as
the roll out of our artificial intelligence enabled health and safety
cameras. As the pandemic worsened, we went outside the factory
gates and took these best practices and resource investment to help
families in the communities in which we operate. However, despite
all our best efforts, we have lost colleagues to the virus, and our
thoughts and prayers have been with them and their families.
The Board
It has been a privilege to serve Coats as Chairman. When I arrived
in 2014, I set out with a real desire to have a Board from multiple
industries and geographies, that had multiple experiences, as
well as gender and ethnic diversity. There is now real diversity in
every respect on the Coats Board and I think it has made for better
decision making and I am really proud of that. I firmly believe that
different perspectives and different experiences ensure that wiser
decisions are made when applying judgements in complex situations.
I am therefore very pleased to welcome our first female Executive
Director, Jackie Callaway, our new Chief Financial Officer Designate,
to the Board. Simon Boddie has served as Chief Financial Officer
since 2016 and will retire from the Company and the Board with
effect from 31 March 2021, at which point Jackie will become
Chief Financial Officer. Jackie brings rich and diverse experience
to the Board and I warmly welcome her to Coats. I would like to
pay tribute to Simon for his significant contribution since joining the
Board as an Executive Director. The Board and the wider organisation
have benefited greatly from his extensive knowledge and experience
and his presence will be greatly missed.
4
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationDividend
The Board is mindful of the importance of income to shareholders
and as a result of the strength of the Group’s balance sheet, the
encouraging recovery out of the Covid pandemic, and its confidence
in the strategy and outlook for the Group, is pleased to propose
a final dividend of 1.30 cents per share (2019 final dividend: nil).
Subject to approval at the forthcoming AGM, the final dividend
will be paid on 25 May 2021 to ordinary shareholders on the
register at 30 April 2021, with an ex-dividend date of 29 April 2021.
Going forward, the Board will continue to aim to use the free
cash flow the Group generates to fund its pension schemes,
self-finance bolt-on acquisitions, and make returns to shareholders.
As underlying earnings and cash flows continue to recover from
the impact of Covid, the Board intends to return to its previously
published progressive dividend policy.
Looking ahead
I would like to take this opportunity to thank my fellow Board
members for being continuously engaged throughout this crisis.
I remain immensely grateful to the leadership team for their
stalwart performance during this time and, above all, I thank
all my colleagues across the business who have been resolute
during one of the toughest years in our history. Thank you for
your commitment, your hard work and determination to succeed,
these strengths have been and will continue to be instrumental
to our success.
Mike Clasper
Chairman
3 March 2021
‘COATS HAS A LONG HERITAGE
WHICH HAS RELIED ON ITS
ABILITY TO RESPOND AND
EVOLVE WITH THE TIMES,
ADOPTING KEY TECHNOLOGIES.’
The company I joined was a jewel hidden within an investment
group. In my time at Coats, it has risen to join the FTSE 250 once
again, is listed on the FTSE4Good and is a participant in the
UN Global Compact. The pension litigation resolution removed
uncertainty in the minds of our investors and allowed the Company
to consider bolt-on acquisitions to accelerate growth. Our Apparel
& Footwear business is flourishing and the Performance Materials
business has been expanded and developed, with the acquisition
of Gotex, Pharr and Patrick Yarns. Together with our innovation
programmes, there is huge potential for growth and exciting
times lie ahead for Coats.
I will miss the Coats family, the openness with which myself and
the rest of the Board have been invited to the annual conferences,
where I engaged with both senior leaders and young talent coming
up through the Company, with almost every nationality and ethnic
group represented. In my day-to-day role, I have enjoyed visiting
our many sites across the world, from Bursa, Turkey, to Ho Chi
Minh City, to our plant outside Jakarta, and Sevier in North Carolina,
to name just a few. In each Coats site, I see the same place –
the same culture, the same respect for rigorous health and safety
approaches, the same attitude to customers, to people
development and to diversity.
Chairman succession
I am delighted with my replacement, David Gosnell, who has
served on the Coats Board for five years as an Independent
Non-Executive Director. I have worked with David very closely over
the last five years and he has been a great support to both me and
the business throughout this time. I am confident that he has the
right combination of experience and talent to lead the Board going
forward. I hand over the mantle, secure in the knowledge that we
have a strong leadership team performing at a very high level. I am
certain that alongside our Chief Executive Officer, Rajiv Sharma,
David will leverage the fact that we have a platform from which
we can build back stronger, and there has already been signs of
this in the last few months.
Coats Group plc Annual Report and Accounts 2020
5
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationMARKET TRENDS
What markets do we serve?
Apparel & Footwear (A&F)
Coats is the global market leader in supplying premium thread
to the A&F industries, and is estimated to be over twice the size
of the nearest thread competitor. The global thread market is
estimated to be c.$4bn (pre-Covid) and whilst thread represents
only 1-2% of the cost of a typical garment, it is a critical component
in the performance and efficiency of the production process. We
are one of the few global players of a key supply chain component
in the $1.5tn global apparel and c.$350bn footwear industries
which are projected to grow at low single digits in the medium
term. Whilst Covid had a significant impact on the industry in 2020,
we expect growth rates to normalise to previous levels medium
term. We also provide software solutions to customers which help
drive speed, productivity, efficiency, and savings in their operations.
Performance Materials (PM)
We are global experts in the design and supply of highly
engineered, high performance technical threads, yarns and
composites used in a range of industries including personal
protection, transportation, household and recreation, telecoms and
energy, and other industrial end-uses. We estimate the addressable
market (i.e. into which we currently or could realistically serve near
term) is c.$2.9bn (pre-Covid), of which c.$2.3bn relates to highly-
engineered end uses (e.g. personal protection, telecoms and energy,
and transportation), and hence we estimate we have a market share
of around 10%. We anticipate upper single digit medium-term
organic percentage growth (post-Covid), with growth weighted
towards higher technology end uses.
Trends that are impacting our businesses:
1. Covid
The onset of Covid during 2020 had a significant impact on our
industry. During Q2 almost half our manufacturing footprint was
subject to enforced mandatory government closures, alongside
significant demand disruption to our customers. Our industries had
to pivot quickly to respond with a heightened focus on speed and
reliability alongside an ongoing focus on quality, innovation,
responsibility and compliance. As a business we are in the process
of identifying and adapting to any potential lasting structural effects
on our industry, but as the largest, most adaptable and advanced
player we are well positioned to respond to these potential changes
and to be a net beneficiary.
Trend #1: Our response in the year
We quickly pivoted to focus on four key priorities: the health
and safety of our employees, cash management, customer
support and maintaining critical elements of our supply chain.
We procured PPE for our global facilities, implemented protocols
ensuring social distancing, enhanced hygiene and sanitation,
invested in new touchless technology and enhanced medical
care for affected individuals.
2. Speed to market
Changes in our industry mean speed to market is increasingly
important, with dramatically reduced times between the catwalk
and the high street. Consumers now demand more than just the
traditional two season cycle, which has put tremendous pressure
on the full garment supply chain. Not only do all participants need
to act faster to respond to shorter lead times, they need to act
smarter, focusing on productivity, whilst doing this in a way that
does not compromise quality or compliance. Our unrivalled global
footprint means we are uniquely placed, across the entire
component supply chain, to manufacture and distribute consistently
high-quality products to service retailers’ multi-location sourcing
strategies. We also have industry-leading digital tools such as our
web-based service Coats Colour Express, the fastest thread
sampling service in the world. As detailed above, the impact of
Covid during the year has further amplified the need for reliable
and quick supply in our industry.
Trend #2: Our response in the year
Despite the Covid crisis, our global scale and flexibility allowed us
to pivot our operations and to quickly and reliably deliver products
and services to customers where they needed them.
3. Innovative uses of threads, yarns and fabrics
Consumers are demanding more innovative products in every
area of their lives and so new thread-based application end uses
continue to be identified. As a global market leader, we are at
the forefront of innovating smart thread and yarns to enhance the
functionality or performance of products in multiple end markets.
This is a core competency in Performance Materials where we have
developed and grown sales in many new products such as flame
retardant threads used in protective wear, water swellable yarns
that protect fibre optic cables, and composites that deliver high
performance, lightweight solutions in industries such as oil and
gas (e.g. deep water pipes) and automotive. In A&F, we continue
to partner closely with global brands to support their ambitious
innovation agendas. We listen to their requirements and work
with them to develop solutions.
Trend #3: Our response in the year
We have three Innovation Hubs around the world which reduce
innovation lead times for customers. Our innovation ecosystem
gives us dedicated capacity to develop new product solutions as
well as products in collaboration with customers. Despite Covid,
the pace of innovation has not wavered and we launched 22 new
products this year, delivering incremental sales of $13m. We also
saw continued increased commercial interest from the automotive
industry in our innovative carbon composite solution – this
provides a lightweight, low waste, steel replacement solution.
We now have our first commercial orders with this product
and are looking to drive further scale.
6
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information6. Increasing adoption of digital services
Digital solutions and services play an ever-increasing role in
everyday life and this is replicated in our industry. We have been
at the forefront of digital innovation by component suppliers to the
global garment industry for several years now. We have a market-
leading online proposition and apply digital technology and services
proactively to benefit both our internal operations and as a service
offering for our customers. Our Coats Colour Express service is the
fastest thread sampling service in the world and Opti Express is
a revolutionary zip sampling service. Our Online Business teams
provide high levels of service and technical support to customers,
as well as enabling customers to place, monitor and pay for their
orders using our market-leading eCommerce platform.
Trend #6: Our response in the year
In 2020 we launched Coats Fast Start, a digitally enabled initiative
which supports manufacturers switching parts of their production
facilities and supply chains to PPE production. We also launched
a strategic collaboration with Res.Q and Serai, providing access
to a range of interconnected digital solutions over a single digital
platform, reducing inefficiencies by connecting multiple
standalone systems. This drives real-time data and end-to-end
transparency across the supply chain, increasing efficiency, and
reducing cost and the need for face-to-face contact. Our
customer-facing eCommerce platform saw adoption reach 85%
(proportion of thread orders) This allows us to engage with our
customers online to deliver speed, convenience, transparency and
efficiency. Our foundation in the digital space was a significant
differentiator in our offering during 2020 when Covid forced
many interactions to be performed virtually.
For more information about our market environment refer to
coats.com/investors
4. Operating sustainably, increasing standards
The global A&F market is under increased pressure to be more
sustainable, which requires improvements from their supply
chains. We continue to maintain our leadership position as a
major component supplier by pursuing ambitious targets related
to Environmental, Social and Governance (ESG) issues. Industry
momentum has been relatively unaffected by Covid as supply
chain compliance and reliability remain critical. As a result, a
growing share of stakeholders are demanding more sustainable
products and becoming increasingly focused on operating in a
compliant and ethical way. Entire supply chains are under pressure
not just to conform to local requirements but also to higher
international standards.
Increasingly, ESG standards are being used by investors as a critical
part of their assessment criteria. These challenges present a need
to drive change at scale and also an opportunity for long-term value
creation. This goes to the heart of Coats’ values and standards. Our
sustainability programme gives us competitive advantage and helps
us build our reputation and our relationships with key stakeholders.
Specifically regarding climate change, we treat this as a principal risk
which means it is considered at Board level and we developed our
mitigation approach during 2020. For details refer to coats.com/
sustainability, and pages 28–33 in this report.
Trend #4: Our response in the year
Our 100% recycled thread, EcoVerde, saw significant traction,
especially with brands aligned to our ambitious sustainability
targets. Our sales of recycled thread increased 6x year-on-year,
despite Covid headwinds.
5. Growth of the urban middle class in Asia
Globally, the A&F thread market is expected to grow by low
single digits percentage over the medium term, but this is projected
to be higher in Asia. Not only will Asian consumers demand more
garments, but more affluent consumers will demand higher-end
garments, so we expect regional sales from our factories in Asia to
increase over time. Demand for PM threads and yarns is increasing
due to the pace of urbanisation (e.g. the rollout of fibre optic cable
networks) and economic growth, which means consumers purchase
more products needing high performance materials (e.g. leisure
goods and automotive). In automotive, demand is driven by the
need to conserve energy with lightweight materials. In personal
protection, demand is being driven by increasing levels of worker
protection, industry regulation and the need for comfort with
multi-hazard protection.
Trend #5: Our response in the year
Our China domestic strategy was reviewed by the Board during
the year and we have approved plans for capital and operational
expenditure in order to drive forward our strategic growth
ambitions from 2021.
Coats Group plc Annual Report and Accounts 2020
7
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationBUSINESS MODEL
OUR PURPOSE
Why we exist
To connect talent, textiles and
technology to make a better and
more sustainable world
OUR VISION
AND STRATEGY
What we are
working to achieve
To be the world’s leading industrial textiles
company delivering innovation,
digital solutions and sustainable value
to all stakeholders
OUR
FOUNDATIONS
Underpinning our
business model
Safety | Governance
Environment | Climate
Performance | Technology
OUR PRINCIPLES
Shaping the way
we work
Energy for change
Respectful & inclusive
Freedom to operate
Openness & honesty
Positive teamwork
Our capabilities
Sales and
marketing
• A network of customer and supplier
relationships
• Close interactions with leading global
retailers, brands and manufacturers
• Ability to respond quickly to specific
needs, pressures and aspirations
Technical
• Technical support for customers with
thousands of technical interventions
on the shop floor of our customers as
well as digital and technological
interventions
New product /
process
innovation
• A culture of innovation
• Innovation hubs providing spaces
to collaborate with customers
• An R&D team working with
customers to understand their needs
and develop new product solutions
Manufacturing • Consistent quality and colour
• Manufactured to high ethical, labour
and environmental standards
• Tested and measured against
stringent quality and safety standards
Digital
• Industry-leading set of digital services
including colour sampling, online
training, e-commerce and supply
chain management
8
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationOur key strengths
The value we create
Customer
relationships
• Strong relationships across all levels of
our customers’ organisations provide
deep market insight
Employees
• 30,000 apparel, footwear and
accessories customers
• 4,000 retailers and brands globally
• 8,500 customers in our Performance
Materials
Workforce
Customers
Global asset
base
• Uniquely positioned to deliver
consistently high service levels
on a short lead time basis
• Manufacturing on 50 sites, on six
continents, with 100+ warehouses,
the majority of which are connected
by a global ERP system
Customers
Shareholders
People
• Diverse international workforce
of nearly 17,000 employees
Shareholders
• Innovative and solution-focused
Environment
culture
• Highly engaged and committed
employees
Suppliers
• Diverse and global supplier base
• Proactively review market
developments
• Careful monitoring and managing
of supply chain
Environment
Communities
• Transition to recycled inputs where
Communities
possible
Responsibility • ‘Doing the right thing’ is in our DNA
Suppliers
• Strong ESG and sustainability
credentials
• Ethical reputation amongst suppliers
to the global garment industry
Suppliers
We adjusted our
people priorities to
focus on our
number one priority
– health and safety
c.40,000 customers
served
We are committed
to the safety, rights
and wellbeing of our
employees. Our
aspiration is to create
a culture that nurtures
innovative, solutions-
focused performance
As customer
expectations evolve,
we are continuing to
focus on responsibly
sourced, sustainably
produced products
We are committed
to delivering superior
returns and aim to
deliver long-term
value
Return to dividend
Maintained strong
balance sheet
through Covid
74% of effluent
compliant with
ZDHC standards
We are developing
ways to work more
sustainably including
producing less waste,
lower carbon
emissions and less
water / energy usage
We create jobs for
local communities and
contribute to local
economic and social
development, the
impact of which is
often felt after our
operations have ended
Provided Covid
information about
the pandemic,
safety equipment
and other donations
to support
communities
>$0.7bn paid to
suppliers
We look for the right
balance of global,
national and local
capability and create
local supply chains
wherever we can
Coats Group plc Annual Report and Accounts 2020
9
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationINVESTMENT CASE
There are six elements to our investment case – each element is a strength in itself but together they combine to set us apart from
our competitors, giving us a solid platform from which we can innovate, grow and deliver consistently strong shareholder returns.
Throughout 2020 we continued to review each element of our investment case and looked to align these more closely to the future
core operations of our key business segments and the ongoing integration of recent acquisitions.
Element
Which provides us as
an organisation with:
Key attributes
of this element
Highlights
1. Global market leader
in Apparel &
Footwear (A&F)
2. Leading player
in Performance
Materials market
3. Focus on digital,
innovation and
sustainability
A strong and defendable core
business representing some
71% of Group sales.
Ability to build scale through
technology, innovation and
acquisition. Representing some
29% of Group sales.
Global leader in A&F thread
market, consistently increasing
market share in a stable market
(pre/post-Covid).
Global presence in multiple
but focused end use sectors;
building scale both organically
and inorganically.
Leading the response to meet
changing industry needs –
speed, personalisation,
innovation, cost, quality,
responsibility and sustainability.
Performance Materials offer
products that guarantee
performance and safety,
and solve industry problems
through applying our
vast textile expertise.
Innovation in developing or
acquiring new competencies
and technologies – such as
carbon and glass composites.
-21%
-14%
Revenue decline due to
significant Covid impacts
Organic revenue decline due to
significant Covid impacts
Continued market share gains
and customer wins
Notable customer
wins (e.g. in Transportation)
+6x
Increased demand for our
EcoVerde product range
Encouraging and improving
trend with year-on-year organic
sales exit rate down only 2% in
November / December
Ability to focus on the
continuing challenges from
macro trends that are shaping
the world and give us the tools
to enable us to deliver value to
all our stakeholders.
Thinking ‘beyond the stitch line’
to collaborate with internal and
external stakeholders to
repurpose our products into
new ones and use machine
learning and AI for new ways
of operating – fit for the
digital age.
Innovation and big, bold
game-changing ideas are crucial
to our success.
Industry leader in sustainability
agenda, giving us competitive
advantage as well as to support
our customers’ ambitious
sustainability agendas.
At the start of 2021 we signed
up to the Science Based Target
initiative (SBTi), specifically to
1.5°C commitment and a
longer-term commitment to
achieving net-zero emissions
by 2050
Continued Innovation focus –
launched 22 new products,
generating $13m of incremental
revenue and with a rich pipeline
of opportunities
10
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information
For more information visit coats.com/investor.
Element
Which provides us as
an organisation with:
Key attributes
of this element
Highlights
4. Track record of
delivering continuous
improvements and
operational excellence
Focused improvement
programmes and experienced
management to deliver
margin and other financial
improvements.
Ensuring the Group is ‘fit for
purpose’ and agile in the
modern high-paced world.
Productivity gains and
procurement initiatives.
Investing in energy / waste
reduction to improve
operational efficiencies.
General cost and cash discipline
around the organisation,
in order to mitigate the impacts
of Covid and safely navigate.
5. Track record of
delivering free
cash flow
6. Value-adding
acquisitions
Strong cash flow generation
and high Return on Capital
Employed (ROCE).
Ability to build scale in the
strategic focus areas which
are currently fragmented
competitively.
Balancing key cash demands
of organic investment,
pension schemes and
shareholder returns.
Continuing to identify strategic
acquisitions, including value-
adding bolt-on acquisitions
principally in the areas of
highly engineered Performance
Materials and software solutions
for the Apparel & Footwear
industry.
-$47m
1.2x
Reduction in cost base (e.g.
discretionary spend) in response
to Covid impacts and lower
demand
1.2x leverage (net debt
excluding IFRS 16 / adjusted
EBITDA) maintained at low end
of target 1–2x range
Completion of Pharr HP
acquisition delivering
further scale and presence
in the attractive US Personal
Protection growth market
$16m
Productivity benefits across
manufacturing and sourcing
$330m
Committed facility headroom
of $330m providing significant
liquidity (as at 31 December
2020)
Coats Group plc Annual Report and Accounts 2020
11
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationGROUP CHIEF EXECUTIVE’S STATEMENT
‘DURING 2020 WE FOCUSED ON
FOUR KEY PRIORITIES: THE HEALTH
AND SAFETY OF OUR EMPLOYEES
AND FAMILIES, CASH MANAGEMENT,
SUPPORTING OUR CUSTOMERS
AND MAINTAINING THE CRITICAL
ELEMENTS OF OUR SUPPLY CHAIN.
WE HAVE DELIVERED A STRONG
OPERATIONAL PERFORMANCE
DESPITE A VERY DIFFICULT
GLOBAL BACKDROP.’
Dear Shareholder,
In response to the emergence of Covid, we quickly pivoted to
focus on four key priorities: the health and safety of our employees
and their families, cash management, supporting our customers
and maintaining the critical elements of our supply chain. We
moved quickly to procure PPE for all our facilities worldwide. We
implemented protocols to ensure social distancing and enhanced
hygiene and sanitation. We invested in new touchless technologies,
enhanced medical care for affected individuals, as well as
maintaining our operating platform and safeguarding jobs.
Our culture and values meant that we worked as a team and
I am proud of how the whole Coats family pulled together.
We entered 2020 with a robust balance sheet, with healthy levels of
cash generation, and with comfortable headroom on our banking
covenants. This meant we were in a strong position to manage
through the period of Covid uncertainty, and we maintained a
relentless focus on cash management, which included cash
collections, reducing capital expenditure and cutting discretionary
spend. As a result of these actions we saw encouraging cash
generation in the second half, and ended the year as we started;
with a robust balance sheet and comfortable headroom which
gives us the platform and optionality to invest in the most
attractive opportunities in the Covid recovery phase.
As we recover out of Covid, and in order to continue to support
our longer-term growth strategy and further reinforce our strong
environmental compliance credentials, we anticipate capital
expenditure to be in the $35–40 million range for 2021. This
includes around $7 million (alongside $5 million operating costs)
in relation to supporting strategic growth initiatives primarily in
our Asian operations.
Our customers remain at the heart of our approach and we will
continue to dedicate ourselves to supporting our partners. Our
long-standing and deep customer relationships with retailers and
brands, and the ‘peace of mind’ we provide as a supplier have all
remained crucial, as supply decisions factor in quality, reliability
and reputation, and more increasingly speed and flexibility, as time
to market has decreased. We continued to leverage our global
footprint, flexibility, innovation and sustainability credentials and
digital tools to deliver exceptional customer service, and saw
continued share gains from customers in Apparel & Footwear (A&F)
such as emerging online athleisure brands, growing Chinese
sportswear players, and major manufacturing groups across Asia,
as well as customer wins across all industry segments in
Performance Materials (PM). We would not have been able to
deliver this service to our customers without close collaboration
with, and support from, the critical elements of our supply chain
as we worked through the crisis together. These entrenched
relationships, further strengthened through our shared Covid
experience, place us well to succeed together in the recovery phase.
2020 results overview
We saw improving sales momentum through the second half,
with the Group organic sales exit rate down 5% year-on-year for
November and December versus down 26% in H1 2020 and down
15% for the four months to October 2020. We saw continued
market share gains in A&F and customer wins in PM as priorities
pivoted even more towards reliability, speed and flexibility during
Covid. Adjusted operating profit was ahead of our previous
expectations, with a solid recovery in the second half. Our ability
to significantly flex our cost base meant our margins were resilient.
Our balance sheet remains strong and we ended the year with
gearing of 1.2x, which provides strategic optionality.
Purpose and strategy
We aim to connect talent, textiles and technology to make a
better and more sustainable world. In A&F we will grow our market
share by delivering innovative and value-adding product and service
solutions to our global customer-base. In PM we are leading with
innovation, developing highly-engineered products to create
textile-based industry solutions for existing and new markets. We
are also strengthening the core of our business by becoming even
more customer-centric: this means we must relentlessly focus on
the industry imperatives of speed, personalisation, innovation, cost,
quality, reliability and sustainability. We are also investing in our
employees so they can develop to their full potential within a safe,
respectful and inclusive workspace. We will also maintain our
disciplined use of capital to fund inorganic opportunities to build
scale, and to acquire new capabilities, technology and talent. This
strategy is underpinned by our strategic pillars of Digital, Innovation
and Sustainability.
Strategic pillars: Digital, Innovation and Sustainability
Our strategic pillars of Digital, Innovation and Sustainability underpin
our strategy and give us a competitive advantage. As with many
existing trends, the Covid crisis has highlighted even further the
critical need for digital adoption in our industry. We have benefited
12
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationGROUP CHIEF EXECUTIVE’S STATEMENT
CONTINUED
model for change in the area of climate change. For example, our
continued commitment to upgrading our effluent treatment plants
means that 74% of our effluent is now compliant with the Zero
Discharge of Hazardous Chemicals standard both for effluent and
sludge, up from 34% in 2019.
Dividend
As the Chairman has said, the Board is mindful of the importance
of income to shareholders and as a result of the strength of the
Group’s balance sheet, the encouraging recovery out of the Covid
pandemic, and its confidence in the strategy and outlook for the
Group, is pleased to propose a final dividend of 1.30 cents per share
(2019 final dividend: nil). Subject to approval at the forthcoming
AGM, the final dividend will be paid on 25 May 2021 to ordinary
shareholders on the register at 30 April 2021, with an ex-dividend
date of 29 April 2021.
Going forward, the Board will continue to aim to use the free cash
flow the Group generates to fund its pension schemes, self-finance
bolt-on acquisitions, and make returns to shareholders. As
underlying earnings and cash flows continue to recover from the
impact of Covid, the Board intends to return to its previously
published progressive dividend policy.
Outlook
Throughout 2020 the Group moved quickly and prudently to
put in place measures to underpin our future success and, through
2021, we will continue to invest in order to win the Covid recovery.
We have a strong balance sheet, which provides strategic
optionality and positions us well to navigate the ongoing
challenging environment.
We remain cautious around the recovery profile of our various
global end markets and will be vigilant regarding inflationary
pressures within the supply chain. Notwithstanding this uncertainty
we are encouraged by our improved trading performance towards
the end of last year as well as in the first two months of this year,
and the Board expects to see continued recovery through 2021.
Rajiv Sharma
Group Chief Executive
3 March 2021
from being ahead of the curve in this space as a result of our
previous investments; both in terms of customer facing tools
(e.g. sampling and online ordering) and a fully integrated and global
ERP environment allowing us to align supply chains to the volatile
environment caused by Covid. As part of our ‘factory of the future’
roadmap we complemented our camera network with Intenseye,
a software using artificial intelligence and machine-learning to
identify events and actions which could pose a risk to our
employees, such as not wearing PPE or not social distancing.
During 2020, we continued our investment in factory automation
with a state-of-the-art pilot in one of our facilities in China,
which we are expecting to complete by June 2021.
We remain focused on delivering high levels of customer service
and creating innovative new solutions for our customers in order
to deliver incremental market share over time. We launched 22 new
products in the year, across both A&F and PM, and these delivered
incremental sales of $13 million. Examples include a new engineered
thread product for optimum down-jacket quality and a PFC-free
environmentally friendly thread for outdoor performance-wear.
In PM we continued to build our Composites business with
solutions for automakers, sporting goods manufacturers and the
energy sector. For example, Coats used its unique expertise to work
with one of the major US automakers to develop a carbon fibre
composite that can replace existing steel load floors with
comparable or better crash performance. This composite technology
has many advantages compared to traditional fabrics such as
reduced part cycle time, reduced investment and labour costs,
minimised direct material costs and minimised waste and lower part
costs, as well as a significant reduction in overall carbon fibre use.
Our innovation pipeline to deliver further incremental revenues in
the future remains strong and we will continue to accelerate our
innovation credentials and solutions in order to deliver tailored
customer solutions to meet their design requirements.
We made good progress on our Sustainability agenda and
are moving towards our 2022 targets, as set out in our latest
Sustainability Report, despite some obvious disruption from Covid
during the year. Demand for our EcoVerde product range (100%
recycled threads) continued to increase at pace and revenues were
up 6x year-on-year (to $37 million). We also recently committed
to set science-based emissions reduction targets, across the entire
value chain, that are consistent with keeping global warming to
1.5°C above pre-industrial levels. We have also committed to
developing a long-term target to reach net-zero emissions by 2050,
the highest level of ambition on climate under the Science Based
Target initiative (SBTi). A key part of our Company purpose is to
make a better and more sustainable world. We have already laid
out an ambitious set of targets in our sustainability strategy. Making
commitments like this to address our emissions builds on our
sustainability strategy and demonstrates our resolve to be a role
Coats Group plc Annual Report and Accounts 2020
13
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationOUR STRATEGIC GOALS
WE HAVE THREE STRATEGIC GOALS TO WORK TOWARDS IN ORDER TO
ACHIEVE OUR VISION
To connect talent, textiles and technology to make a better and more sustainable world.
Goal
Description
Relevant risks
1. PROFITABLE
SALES
GROWTH
Apparel & Footwear
Increasing our market share by delivering innovative and
value-adding product and service solutions to our global
customer base.
Performance Materials
Lead with innovative developments in highly engineered
products creating textile-based industry solutions for
attractive and growing end markets.
2. CONTINUING
TO
STRENGTHEN
THE CORE
Employee investment
Continued investment in the development of our
employee capabilities so they can reach their full
potential in a safe, respectful and inclusive workplace.
Customer centricity
Maintain focus to ensure we meet industry demand for
speed, personalisation, innovation, cost, quality,
reliability and sustainability in support of critical elements
within the supply chain.
*Ever-increasing customer expectations
*Appropriate talent and capability development
*Economic and geopolitical
*Health and safety
*Ever-increasing customer expectations
*Appropriate talent and capability development
*Cyber
*Climate change
*Environmental non-performance
*Health and safety
*Bribery and anti-competitive behaviour
3. VALUE
CREATION
Disciplined use of capital to fund inorganic opportunities
to build scale and acquire new capabilities, technology
and talent.
*Mergers and acquisition scale ambition
*Appropriate talent and capability development
*Economic and geopolitical
*Refer to Principal Risks and Uncertainties on pages 34–44.
Our goals are underpinned by the following strategic pillars:
DIGITAL
INNOVATION
SUSTAINABILITY
To stay relevant, we recognise the need to
evolve in new directions. This requires us to
think ‘beyond the stitch line’ to collaborate
with internal and external stakeholders, to
repurpose our products into new areas and
use machine learning and artificial
intelligence to inform new ways of
operating, fit for the digital age.
Innovation is at the heart of everything we
do. We recognise that big, bold, game-
changing ideas are crucial to our success.
We continue to accelerate our innovation
credentials and solutions to deliver tailored
customer solutions to meet their design
requirements.
Sustainability has long been at the core of
how we do business and is a key driver of
our strategic decisions. Our sustainability
agenda is important to all our stakeholders.
Not only does it give us a competitive
advantage, but it also allows us to help our
customers with their own sustainability
agendas.
For details refer to coats.com/sustainability,
and pages 28–33 in this report.
14
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationKEY PERFORMANCE INDICATORS
Approach in 2020
MONITORING PERFORMANCE TO MEASURE THE GROUP’S PROGRESS TODAY
AND ONGOING PERFORMANCE TOMORROW
During 2020 we continued to monitor our performance and progress using the consistent range of key performance indicators used in the
prior year, each of which is a non-GAAP measure. For further details of how these financial Alternative Performance Measures are
reconciled to the nearest corresponding statutory measure, see note 37 on page 176.
KPI
Definition
Why we measure this
Performance
(% Year-on-year)
2020 – (19%)
2019 – 1%
2018 – 3%
Annual organic growth in sales
at like-for-like exchange rates.
Measures the ability of the
Company to grow sales by
operating in selected geographies
and segments and offering
differentiated, cost competitive
products and services.
Annual organic growth in
operating profit, adjusted for
exceptional and acquisition
related items, at like-for-like
exchange rates.
Measures the underlying
profitability progression of the
Company.
2020 – (43%)
2019 – 6%
2018 – 23%
Annual growth in reported EPS
from continuing activities,
excluding exceptional and
acquisition related items.
Measures the underlying
progression of the returns
generated for shareholders.
2020 – (65%)
2019 – 1%
2018 – 21%
2020 commentary
Significant impact on
volumes due to Covid
across both A&F and PM.
Improving trend in H2.
Covid volume impact
underpinned by quick
and decisive action on
cost base (e.g.
discretionary trend).
Lower adjusted operating
profits and higher
underlying effective tax
rate.
Cash generated from
continuing activities less capital
expenditure, interest, tax,
dividends to minority interests
and other items, and excluding
exceptional and discontinued
items, acquisitions, and UK
pension recovery payments.
Pre-exceptional operating
profit from continuing
operations for the year divided
by capital employed (property,
plant and equipment plus net
working capital) at year end.
Number of work-related
injuries and illnesses per 100
Full Time Employees (FTEs) per
year that are considered
recordable by the US
Occupational Safety and
Health Administration (OSHA).
Measures the Company’s
underlying cash generation that is
available to service shareholder
dividends, pension obligations and
acquisitions.
2020 – 28
2019 – 107
2018 – 96
All figures are in $(m)
Lower adjusted
profits mitigated by tight
cost control in all areas of
the business.
Measures the ability of the
Company’s assets to deliver
returns.
2020 – 22
2019 – 42
2018 – 43
Lower adjusted operating
profits alongside well
controlled asset base.
Measures the performance of the
Company in delivering a safe and
healthy working environment for
employees.
2020 – 0.59
2019 – 0.50
2018 – 0.62
Work related injuries per 100
FTEs 2018 figure restated for
delayed impact incidents
Broadly in line with
previous years, however
challenges were faced in
H2 as a result of factories
reopening and the
subsequent ramping up
of production in Q4.
Coats Group plc Annual Report and Accounts 2020
15
Revenue growth1
Linked to our
strategic goal
1
Adjusted operating
profit growth2
Linked to our
strategic goal
1 2
Adjusted earnings
per share growth
Linked to our
strategic goal
2
Adjusted free cash
flow4
Linked to our
strategic goal
2
Return on capital
employed (ROCE)
Linked to our
strategic goal
2 3
Recordable accident
rate (RAR)
Linked to our
strategic goal
2
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationKEY PERFORMANCE INDICATORS
CONTINUED
KPI
Definition
Why we measure this
Employee
engagement score
Set a number global surveys
using the Glint platform.
Linked to our
strategic goal
2 3
Measures the Company’s
performance in delivering an
effective and efficient workplace
culture and how proud and willing
people are to work towards
achieving common goals.
Performance
(% Year-on-year)
2020 N/A
2019 N/A
2018 83%
2020 commentary
Whilst it remains a KPI,
we moved to a
‘continuous listening’
model in 2019. These
pulse surveys were
evermore critical during
2020 given the upheaval
caused by Covid.
Paying for Performance
The incentive plans used to reward the Directors and our senior managers include Performance Measures linked to our Key Performance
Indicators. For more detail see the Directors’ Remuneration Report on pages 79–95.
SUSTAINABILITY KEY PERFORMANCE INDICATORS
KPI
Definition
Why we measure this
Performance
2020 commentary
Water Intensity
Target of 40%
reduction by 2022
Energy Intensity
Target of a 7%
reduction by 2022
Effluent quality
Target is for 100% by
2022
Litres of water used per kilo of
finished production.
Water is a precious and often
scarce resource.
kWh of energy used per kilo of
finished production.
Energy is a significant cost to us.
Percentage of effluent that is
compliant to ZDHC
Foundational standards for
effluent and sludge.
We need to make sure that water
we use is returned to the
environment in a good state.
Employment
certification
Target is for 80% by
2022
Waste %
Target is to reduce
waste % by 25% by
2022
Sales of recycled
material
Target is for 100% by
2024
Percentage of employees in
Coats units that have a Great
Place to Work (GPTW) or
equivalent certification.
Percentage of materials used
by Coats that are classified as
waste at some point in our
processes.
Percentage of premium
product sales that are made
with recycled material.
Employee engagement is critical to
our operations.
Waste generates lost value.
Recycled materials are more
resource efficient.
1. Revenue growth excludes contribution from acquisitions made during the period.
2. Adjusted operating profit growth excludes contribution from acquisitions made during the period.
2020 – 78
2019 – 83
2018 – 83
Litres per kilo of production
2020 – 8.9
2019 – 9.2
2018 – 9.2
kWh per kilo of production
2020 – 74%
2019 – 34%
% effluent that is compliant
with standards
(note that in 2018 sludge was
not in the standards)
2020 – 6%
2019 – 19%
% of global employees
covered by a GPTW certificate
2020 – 14%
2019 – 16%
2018 – 15%
Waste as a percentage of
materials used
2020 – 13%
2019 – 2%
2018 – 0%
% of premium product sales
made with recycled material
We achieved a 6%
reduction in 2020
We achieved a 3%
reduction in 2020
74% of our effluent was
ZDHC compliant by 2020
We could not make
progress in 2020, but will
recover momentum in
2021.
We have made good
progress towards our
2022 target.
We are making good
progress towards our
2024 target.
16
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationSTAKEHOLDER ENGAGEMENT
HOW WE CREATE VALUE FOR OUR STAKEHOLDERS
Responsible business practice is at the core of everything we do. For over two centuries our purpose has remained the provision of good
service and the creation of long-term value for all our stakeholders. In order to create this value, it is important to first identify who our
stakeholders are and understand what matters to them.
Shareholders
Environment
Customers
OUR
STAKEHOLDERS
Communities
Suppliers
Workforce
Honest and regular engagement with our shareholders and wider stakeholders is a vital ingredient of building the sustainable business we
are so proud to be a part of.
As a Company, we recognise that our responsibilities go far beyond delivering excellent returns to our shareholders. For us it is as much
about confirmation that we are doing the right thing as it is about healthy profits. Our reputation as a Group is founded on always meeting
the highest ethical standards.
Coats Group plc Annual Report and Accounts 2020
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CONTINUED
Employees
Our 17,000 strong
workforce is at the heart of
making our business a
success and we recognise
that listening to and
engaging with our
employees is essential to our
continued success.
How the Board engaged in 2020
Workforce engagement has always been a key priority for the Board and Fran Philip, Non-Executive
Director, has been the Board representative for workforce engagement since March 2019. Site visits were
not possible during 2020 but Fran attended our two Diversity and Inclusion Network calls, had four virtual
meetings with our Cluster Managing Directors, as well as with representative groups from each of our
Clusters. She presented her findings to the Board.
In 2020, to close the feedback loop, we published a film internally in which Monica McKee, Chief HR
Officer, interviewed Fran about her work in 2019 and plans for 2020. Feedback from employees is also
heard via our pulse survey results which are shared with the Board bi-annually.
What we learnt
The themes from Fran’s meetings with employees showed that they felt well taken care of during Covid
because the company acted quickly and early to protect people and the business. It has been stressful for
our employees to understand the new world but they are staying connected virtually both professionally
and socially and want this to continue.
What we are going to do in 2021
Fran will continue with her virtual meeting programme, with the aim of resuming face-to-face meetings in
H2 if circumstances and safety allow. She will feed back to the Board in July and December.
Customers
We have been helping to
connect and form the fabric
of daily life on our planet for
over 250 years, and our
global footprint provides
unrivalled access to markets
and customers.
How the Board engaged in 2020
The Board does not routinely interact directly with our customers. Our primary method of understanding
our customer needs is through feedback from management and the Board receives regular reporting on
customer outcomes and customer related strategic initiatives throughout the year. Feedback from
customers is generally obtained through our Innovation Hubs, trade shows, and customer visits. However,
in response to Covid, management teams adapted communications to include a range of digital initiatives
to continue to meet customer and market demands using a series of educational and informative webcasts
and satisfaction surveys. The feedback from these sessions was positive.
What we learnt
During the pandemic many of our customers switched to manufacturing PPE, which we were able to
support through our participation in the PPE Gerber taskforce. Looking ahead, the challenge for our
customers is predicting the future of retail, including the continuing rise of e-commerce, and how supply
chains post-Covid can be de-risked. We also learnt that speed and agility are key in times of uncertainty
and the ability to adapt and offer solutions to support customers is a critical industry differentiator.
The ‘road to normal’ will take some time to travel and our customers will need agile solutions to help
them navigate through the storm.
What we are going to do in 2021
We intend to continue our focus on areas of improvement that have been identified through improved
education programmes and smarter use of technology.
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The Board maintains and
values regular dialogue with
shareholders throughout
the year.
Environment
Coats is working proactively
with customers and
suppliers to help them to
improve the sustainability of
their products, and to
minimise the environmental
impact of our industry.
How the Board engaged during 2020
The Chairs of the Board Committees engage with shareholders as and when appropriate and in 2020 the
Chair of the Remuneration Committee liaised with investors in relation to the Remuneration Policy. You
can read more about this in the Remuneration Committee Report on page 79. The traditional face-to-face
methods of interacting with our shareholders were quickly made obsolete in 2020 as the Covid pandemic
led to blanket limitations on travel. We quickly embraced virtual formats for all investor interactions, which
included results roadshows, investor conferences as well as ad hoc group calls on specific topics (e.g. broker
arranged ‘fireside chats’). Whilst we do not expect the virtual format to ever fully replace face-to-face
interactions, the quantum of investors we have been able to reach around the globe has increased as a
result of us fully embracing the virtual format. In addition, we have been able to facilitate wider
shareholder access to our Board / management through this virtual forum.
What we have learnt
Regular communication with our shareholders and prospective shareholders is even more important during
turbulent times like those experienced in 2020. We released regular market updates during the peak of the
pandemic and proactively engaged with our key shareholders to keep them updated on the developments
in the business.
What are we going to do in 2021
As the world begins to normalise post-Covid, and as physical travel begins to return to normal levels, we
will look to return to a balance of physical meetings, whilst embracing the new virtual formats that became
the norm during 2020. This will allow us to leverage the benefits from both physical interaction and the
efficiency benefits of virtual interactions.
Other key focus areas for 2021 will be to 1) introduce our new CFO (Jackie Callaway) and Chairman (David
Gosnell) to our investor base, and 2) to continue to engage on key industry / investment case focus areas,
such as ESG.
How the Board engaged in 2020
The increasing risk from climate change and the work done to assess this risk has led to a significant
increase in the Board’s engagement with the environment during 2020. In addition, the Board continued
to engage in decisions around effluent controls and also supported the development of innovative new
products designed to facilitate circular processing within the textile industry, where we have been working
closely with key customers. The combined individual experiences and contacts of each Board member,
outside their direct Board commitments, has also helped to inform such decisions, ensuring that the
increasing interest in environmental issues from all other stakeholders is fully represented in Board
discussions and in the Company strategy. We published our second Sustainability Report which detailed
the progress towards our ambitious targets for 2022 and 2024 and included our first Communication on
Progress (COP) as Participants of the United Nations Global Compact, and identified the environmentally-
focused Sustainable Development Goals that Coats aspires to contribute to. At the start of 2021, Coats
signed up to the Science Based Targets initiative under the more challenging Business Ambition for 1.5°C
target and is committed to developing emissions targets that align to a low carbon future. Work already
started with suppliers in 2020 to map our Scope 3 raw materials emissions and this will continue in 2021.
What we learnt
Our approach to protecting the environment is much more than just doing the right thing in the
communities in which we operate. It is about enhancing our business and creating new opportunities to
be more efficient and to innovate, developing better products and building stronger relationships with our
customers, investors and stakeholders. We have to have long-term strategies in this area and, increasingly,
look at the full life cycle impacts of our products.
What we are going to do in 2021
The key areas of work this year will be around the development of Science Based Targets for emissions,
ensuring that our use of chemicals and effluent treatment processes are delivering on our targets and
ensuring that we are moving to product types that have a reduced environmental impact. A lot of these
activities have to be done in concert with other organisations and we will support management to work
collaboratively with external bodies. More details on the activities fully supported by the Board can be
found in our Sustainability Report (refer to coats.com/sustainability).
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CONTINUED
Communities
We operate in 50 countries
across six continents and
seek to understand and
respect the needs of the
communities in which
we operate and to work
together with them to
our mutual benefit.
How the Board engaged in 2020
Coats needs to work in partnership with the communities in which it operates. Our employees often come
from those communities and we share the environment around ourselves and the resources it contains.
The Board recognises the importance of working with communities, but does not have a lot of direct
interaction with them, relying instead on information and feedback from management.
Normally within Coats there are a large number of community engagement projects that happen within
our businesses, but the need to restrict social interactions because of Covid has obviously severely limited
these activities in 2020. After an initial focus on ensuring our employee health, safety and wellbeing, we
extended our activities to our communities, providing information about the pandemic and how to combat
it and also provided safety equipment and other donations to support communities. The Board discussed
and was supportive of these actions.
What we learnt
Coats has longstanding and fruitful relationships with many communities in the countries where it has
operations. During Covid these links have been strengthened through our supporting activities. We have
seen the ability of the Company to act very rapidly to meet urgent needs – this was shown through the
pandemic, but also in response to Hurricane Ida flooding in Honduras.
Having had plans, pre-pandemic, to engage with a global partner to enhance our ability to deliver and
measure high impact community interventions we are reviewing if this is still the most appropriate route
forward for the company.
What we are going to do in 2021
As we emerge from the pandemic we will be seeking to identify the most appropriate form of community
engagement activities for the Company given that the situation facing communities around the world and
consequently their needs might have been heavily impacted by the pandemic. Our strong commitment to
engage proactively with communities continues. More detail on community activities can be found in our
Sustainability Report and online (refer to coats.com/sustainability).
Suppliers
We believe it is important
that our suppliers are not
only price competitive but
also have a strong
compliance, quality, service,
sustainability and innovation
ethos.
How the Board engaged in 2020
Our long-term supplier partnerships are an important part of being able to innovate and offer trusted value
to our customers. The Board maintains oversight of the management of our most important suppliers and
our operating subsidiary boards regularly review and report on their performance. The Board and the
operating subsidiary boards review the actions we have taken to prevent modern slavery and associated
practices in any part of our supply chain and approve our Modern Slavery Statement each year. One of the
key pillars supporting this statement is our Supplier Code. We continue to engage with suppliers about our
Supplier Code, and in particular with those identified as requiring improvement. During the pandemic we
liaised continuously with suppliers to ensure that our payments were aligned to their requirements.
What we learnt
We have found that a focus on compliance-related issues is generally welcomed by our suppliers who do
not see that this is an imposition, but regard it as helpful to ensure that their business is resilient. Training
on our Supplier Code ensures standard processes are being followed and the refresher workshops we offer
to suppliers are valued. Sustainability is an important part of any business strategy and suppliers are keen
to work with us on this.
What we are going to do in 2021
We will continue our engagement with our suppliers, providing support and guidance to ensure adherence
with our Supplier Code, including running new workshops. The supplier portal will allow suppliers to
measure their performance through a KPI scorecard and through our Innovation Hubs we will continue to
drive supplier-led innovation. Our work on Scope 3 emissions will also extend the scope of our engagement
with our suppliers.
20
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationSECTION 172 STATEMENT
As a Board, we seek to ensure that the decisions that we take in the boardroom in the interests of promoting the success of our Group are
made with the appropriate consideration of our relationships with, and our impact on, our various stakeholders. The Board’s intent is always to
maintain high standards of business conduct and governance in all of the Company’s operations, which is critical in maintaining our reputation
for doing the right thing. We do not underestimate the importance of understanding our stakeholder expectations and needs to achieve our
strategy and accordingly our long-term sustainable success.
On pages 18–20 we outline the ways that the Board has engaged with our six groups of stakeholders, what was learnt and how their input
has shaped our decisions and what we will do as a result of this engagement. On pages 34–44 you can read about the ways we considered
our stakeholders and the long-term impact of our decisions and our need to maintain high standards of business when considering our
Principal and Emerging risks. Below, you can see how we ensure the correct balance of inputs into the decision making process and how the
Board is able, in good faith, to make decisions that balance the factors set out in S172 (S172 Factors).
Leadership and management receive training on Directors’ duties and best practice tips for writing Board papers to ensure awareness
of the Board’s responsibilities
Board information
Board papers identify key stakeholders and relevant
information relating to them
Our Board continually engages with stakeholders. Read more
on pages 18–20
Board strategic discussion
S172 Factors considered in the Board’s discussions on strategy,
including how they underpin long-term value creation and the
risk implications for business resilience
Group’s culture helps ensure that there is proper consideration
of the potential impacts of decisions
Chair ensures decision making is sufficiently informed by S172
Factors and appropriately balances the interests of the various
stakeholders
The Board reviews and probes the information presented and
receives assurance where appropriate
Board decision
Outcomes of decisions assessed and further engagement and
dialogue with stakeholders
Actions taken as a result of Board engagement
Coats Group plc Annual Report and Accounts 2020
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CONTINUED
Case studies
Key strategic matter
Board information
Board strategic discussion
Board decision
Covid
response
Review of Group
purpose
In March 2020, a meeting
was convened to
specifically discuss the
impact of Covid and this
was a Board topic for the
remainder of the year.
Detailed pre-read covering
stakeholders and scenario
planning was circulated
in advance.
• Overview of key areas of pre-read
• Review of supply and customer
insights in Performance Materials
and Apparel & Footwear segments
• Review of financial impact scenarios
and consideration of how these
would impact the Group and key
stakeholders in both the long and
short term. The discussion also
considered how to appropriately
address the needs of the wider
communities in which we operate
Detailed proposals
presented at separate
Board meetings that
included key stakeholder
feedback on Coats’ core
reason for being.
• Review of long-term fit with
strategic aims, our reputation and
business plan
• Consideration of views of
stakeholders including the
importance of sustainability to
community and the environment
The Board agreed a set of key Group
priorities focusing on continuing to
ensure the health and safety of
employees and contractors, supporting
customers, maintaining critical aspects of
our supply chain and providing supplies
and training to our employees and the
communities in which we operate.
The Board agreed the revised Group
purpose ‘to connect talent, textiles
and technology to make a better and
more sustainable world’ focusing on the
connections between our employees,
customers and suppliers and our
long-term value creation aims for
our shareholders.
The Board has had regard to S172 Factors in all of its key decisions and you can read more about these as set out below:
S172 factor
Page More information
S172 factor
Page More information
The likely
consequences of
any decision in
the long term
The interests of
the company’s
employees
The need to foster
the Company’s
business relationships
with suppliers,
customers and others
6
8
10
12
14
15
34
8
15
17
23
28
34
52
79
6
8
10
14
34
45
Market trends
Business model
Investment case
Group Chief Executive’s statement
Our strategic goals
Key performance indicators
Principal risks and uncertainties
Business model
Key performance indicators
Stakeholder engagement
Working responsibly
Sustainability Report (refer to coats.com/
sustainability)
Principal risks and uncertainties
Corporate Governance Report
Remuneration Committee Report
Market trends
Business model
Investment case
Our strategic goals
Principal risks and uncertainties
Operating review
The impact of the
Company’s operations on
the community and the
environment
The desirability of the
Company maintaining a
reputation for high
standards of business
conduct
The need to act fairly as
between members of the
Company
8
15
17
23
28
34
8
14
15
17
23
28
34
66
8
10
15
17
Business model
Key performance indicators
Stakeholder engagement
Working responsibly
Sustainability Report (refer to coats.com/
sustainability)
Principal risks and uncertainties
Business model
Our strategic goals
Key performance indicators
Stakeholder engagement
Working responsibly
Sustainability Report (refer to coats.com/
sustainability)
Principal risks and uncertainties
Audit and Risk Committee Report
Business model
Investment case
Key performance indicators
Stakeholder engagement
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WORKING RESPONSIBLY
Highlights of 2020
• We deployed a structured response
two weeks before the pandemic
was declared
• Acting early to control the entry of
Covid into our facilities and
stopping the spread of the virus
• Widening our focus on health and
safety into the communities in
which we operate
• Rolling out new technology to
further embed our health and
safety culture by predicting
potential incidents so we can stop
them from occurring
• Using our new employee survey
tool to pulse our employees on
how they are during Covid
• Moving all of our learning and
development into a virtual
environment
Priorities for 2021
• Build manager capabilities,
commercial and manufacturing
excellence
• Roll out career mapping to help our
employees own their career
development
• Roll out Coats Link, our employee
mobile app, to all employees for
communication and access to our
self-service tools
• Continue to develop and evolve
health, safety and wellbeing plans
for each Cluster
PEOPLE
IN 2020, FOLLOWING THE RAPID SPREAD OF COVID
AROUND THE WORLD, WE HAD TO QUICKLY ADJUST
OUR PEOPLE PRIORITIES TO FOCUS ON OUR NUMBER
ONE PRIORITY – HEALTH AND SAFETY
Health, safety and wellbeing
Health and safety has always been our number one priority and this has stood us in good stead as
we rose to the challenges presented to us by Covid.
Our strong health and safety culture meant that we were quickly able to deploy a structured
response to Covid – Preparedness, Prevention, Response, Recovery (PPRR) – and we did this two
weeks before the pandemic was declared. Our cautious and proactive approach to keeping our
employees safe continued throughout the year. Actions included:
• Rolling out artificial intelligence technology to our existing health and safety cameras to
identify potential at-risk conditions and situations
• Encouraging employees to wear face masks and demonstrate their creativity through a Face
Mask Fashion Show competition
• Closing all standalone offices to allow us to focus on the safety of our manufacturing employees
• Identifying and implementing social distancing best practice in all of our sites
• A global approach to re-opening manufacturing sites as lockdowns lifted including policies and
guidelines about social distancing, hand sanitising, temperature screening, disinfecting, and
re-setting factory layouts to include one-way systems and to allow for social distancing
• Restrictions on travel and visitors to our sites
• Using an internally developed mobile app to track and trace cases, enabling us to support any
employees who contracted the virus, identify any employees at risk of catching it and prevent
it spreading
• Introducing risk assessments for sales and customer visits
• Distributing over 29,000 health and safety kits to all employees, contractors and temporary
workers with items to help keep them safe from the virus
• Regular awareness training and education sessions to help keep employees safe
• Deploy our Living Wage action plan
• Creating a recovery matrix to carefully remove controls as the pandemic eases
It should be noted that the standardised risk prevention controls we had in place proved highly
effective in minimising employee exposure inside the workplace, but despite these efforts, 14
employees contracted Covid outside the workplace and sadly died.
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CONTINUED
3,000+
Employees accessed
online training
40%
Increased training hours
in Minerva (our digital
learning library)
189
Learning Zones virtual
training sessions
23
Learning Zones virtual
training topics
Our health and safety efforts did not stop with our employees, we also extended them into the
community, for example, by providing health and safety kits for our local communities, delivered
22 sessions in multiple languages offering information and support about Covid and, in India,
provided hand wash stations to primary schools and police stations, Covid testing booths and
sanitary gloves to health care professionals.
In addition to our Covid-specific actions, we also rolled out artificial intelligence technology to
our existing health and safety cameras to identify potential at-risk conditions and situations.
The technology supplements our existing hazard identification processes in categories such as
slips, trips and falls, forklift movements or walkway obstructions; and can also help to protect
our employees from Covid by checking that face masks are always used and social distancing
is adhered to.
One effect of focusing all resources on managing the pandemic was that our programme of
normal activities under our Journey to Zero strategy was interrupted early in the year, and as
a result we saw an increase in incidents in our plants, with a consequent rise in the recordable
incident rate. However, we have the processes and resources in place to understand where the
issues are and in 2021, as well as continuing our fight against Covid, we will refocus our efforts
on our Journey to Zero strategy, which was seeing encouraging results on our leading and
lagging indicators before Covid struck.
Learning and Development
During Covid we took the decision to move all our training online. In 2020 our training portfolio
consisted of continuing our most successful long-term programmes, introducing new courses to
supplement those and specific Covid-related courses.
In 2020, our employees increased their training hours in Minerva, our digital learning library,
by nearly 40%. More than 3,000 employees accessed 1,700 online courses across 13 topics
including growth mindset, conflict management, improving performance and change
management. Our Management Capability Development programme has also continued with
two cohorts in EMEA and the US taking part in the blended learning programme consisting of
eLearning, webinars, psychometric assessments and coaching. In 2020 Our Supervisory Skills
training remained in place with short webcasts on 12 topics from ‘Building the Team’ to
‘Relating to Others’.
MORE THAN 3,000 EMPLOYEES ACCESSED 1,700
ONLINE COURSES ACROSS 13 TOPICS
We have built on our Learning Zones concept that launched in 2019 and delivered 280 training
hours in seven languages in 2020 via this very successful format. As well as general topics such
as Emotional Intelligence and Collaborative Negotiations we offered Covid-specific courses such
as Productive Remote Learning. Significantly, for the first time, we extended one of our courses
‘Wellbeing for Coats Families’ to family members of our employees to support them during the
Covid pandemic.
New for this year has been Subject Matter Expert training which is a series of peer-to-peer
sessions led by internal experts. We ran 14 sessions for more than 300 participants across topics
such as Project Management and Data Analytics.
24
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Introduction
Fran Philip was appointed Board Representative for Workforce Engagement in March 2019. In that year she was able to meet with
a number of employee groups face to face. In 2020, due to the Covid pandemic, Fran shifted nearly all of her meetings online and
took the opportunity to talk to even more employees about their experience of working at Coats and what matters to them.
EMPLOYEES
Workforce
FRAN PHILIP
NED, Board
Representative
for Workforce
Engagement
THE BOARD
The process
• Due to uncertainty of the Covid pandemic, most meetings
were postponed to H2
• Fran had a face-to-face meeting in February with employees
in the UK about Coats’ culture
• Fran had four virtual meetings with our Cluster MDs
• Fran hosted 20 virtual sessions with more than 250 employees
in 21 countries, 35 locations
• Fran also attended our two Diversity and Inclusion Network
calls in the year which were each attended by a global group
of around 200 employees
• Fran summarised her findings to the Board in July and
December 2020
Focus during the period
The focus of the employee engagement sessions naturally related
to Covid. The topics of discussion can be grouped into four key
areas with health and safety as an overarching theme.
• Coats response to the pandemic – employees were impressed
with the speed and decisiveness of our response, they felt a
sense of clarity, saw the advantages of Coats being a global
organisation and were positive about communication
• Support – employees felt cared for during the pandemic.
In particular, they were impressed that there were no job
losses, that training was more accessible than ever, that Coats
distributed health and safety kits to all employees and that the
care did not stop at employees but was extended to employee
families and the community
• Need for connectivity – employees spoke about the
importance of connectivity not just at work but also in their
personal lives, virtual coffee hours received positive feedback
as a way for people to catch up with each other and socialise.
There was also recognition that all the investments that Coats
had made in technology in previous years gave the Company
a huge advantage
• High stress – employees spoke about the difficult and
challenging circumstances that came with Covid and the
ever-changing rules and protocols, the fear they felt, and the
different types of stress that were present whether they
were working from home or on site, furloughed or continued
working throughout
Actions in response
Looking forward to 2021, in response to feedback in the employee
engagement sessions, we will look to build on the following areas:
• Technology and working from home support
• Recognition
• Communication
• Virtual learning
• Sharing of ideas
In H1 2021, Fran will continue with her virtual meeting
programme with the aim of resuming face-to-face meetings in
H2 if circumstances and safety allow. She will feed back to the
Board in July and December.
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CONTINUED
91%
Employees agreed /
strongly agreed that they
understand the Company’s
priorities, tactics and
actions
89%
Employees agreed they
are confident in the future
of Coats
14
Office reopening surveys
conducted around
the world
65%
Expected number of
employees to be working
in a hybrid approach
Communication
Our well embedded internal communications strategy meant that the foundations were in place
to adapt to the new and fast-changing circumstances presented to us by the Covid pandemic.
The communications strategy needed to support Covid required a dramatic reduction in the usual
timescale of communications development and production to ensure messaging was available as
soon as it was agreed. While making use of our long standing and successful communications
channels we also introduced new channels and platforms and creativity to enable agile
communications delivery while achieving our objective of developing timely, relevant, informative
and engaging messages for everyone.
For the first time in 2020, using new technology, we widened our existing regular leadership
team conference calls to all wired employees to help align everyone with our Group-wide
priorities and share progress against them. We also used these calls as an opportunity to remind
people how to stay safe during Covid.
In addition to these wider conference calls we introduced a new eNewsletter called Navigating
the Storm: Winning the Recovery to provide regular updates to our people on each of our
priorities. This was accompanied by a briefing pack to support leaders to share the updates
with our front line employees.
Also in 2020 we piloted a new employee mobile app. Forming part of our wider employee
experience strategy, the app has the potential to allow us to directly communicate two way with
all our employees in their own language. In the app we are able to share both global news and
locally targeted content as well as increasing engagement through interaction on our virtual
community wall and providing access to our self-service HR tools such as annual leave booking.
Listening to our people
In 2020 we had planned to run a full Employee Engagement Survey as well as move to a model
of ‘continuous listening’ via a series of pulse surveys. Unfortunately, due to Covid we had to
postpone the full engagement survey to protect the safety of our frontline employees who do
not have access to their own computers. However, we ran a series of pulse surveys with our wired
employees. In the early months of the pandemic we asked them about our response to Covid,
our communication, whether they have the resources they need and about their wellbeing.
Results across the board were positive as they were in the other surveys that we ran – one to test
understanding of, and alignment with, our Company’s priorities, and for some of our locations
we also ran surveys to find out how people feel about returning to the office.
Thanks to our investment in technology over the last few years we were well placed to make
the change to flexible working at the beginning of 2020. During the year we also formalised
our approach to this by publishing our Global Flexible Working Guidelines. Based on the feedback
we received in the pulse surveys we expect around 65% of our office-based employees to
be working in a hybrid approach and splitting their time between working in the office
and remotely.
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In the recent Hampton-
Alexander Review, Coats
is now ranked 45 in the
FTSE 250 category, with
40% women on the
Board, in addition to
34.2% combined
Executive Committee
and direct reports
Diversity and Inclusion
Our aim is to promote a workplace environment that is inclusive, respectful and diverse. We
believe that diversity of all sorts in the workplace should be encouraged and supported, and as
such, we remain committed to increasing the diversity of our workforce and despite the Covid
pandemic, continued to take action in this area.
Inclusion has been evermore important during Covid and our approach drove even greater
inclusion by inviting more people to participate in calls and meetings using Teams and reaching
out to families of employees and the communities in which they live. With so many people
working from home it was important that people remained connected and we were able to
support this through our communications as well as through our Learning Zone sessions and
encouraging line managers to keep in touch with their teams regularly. Throughout all of the
training courses we ran in 2020 we ensured that there was a good representation of both men
and women. In addition, we continued to run our Diversity and Inclusion Network calls and held
two in the second half of the year. These were well attended and covered subjects such as our
response to the Black Lives Matter movement and how we were supporting inclusion. Fran Philip,
our Non-Executive Director who is the Board Representative for Workforce Engagement attended
both these calls as well as meeting virtually with our Managing Directors and holding more than
20 virtual sessions with representative groups from all our clusters.
Highlighting our commitment to diversity, we were delighted that in 2020 our Brazil team was
recognised as a great place to work for women. We are also proud of our progress on gender
diversity. The recently published Hampton-Alexander Review of FTSE Women Leaders has ranked
Coats at number 45 in the FTSE 250 category.
OUR AIM IS TO PROMOTE A WORKPLACE
ENVIRONMENT THAT IS INCLUSIVE, RESPECTFUL AND
DIVERSE
Looking forward to 2021
As we look forward to 2021, as well as continuing our laser-like focus on health and safety we will
aim to roll out some of the wider employee experience initiatives that we needed to postpone
while we navigate the Covid storm and resulting economic shock. These will include career
mapping to support employees to own their career development; embedding flexible working;
rolling out our employee mobile app to support wider two-way communication and access to
self-service HR tools; continued development of our pulse and engagement surveys for all
employees; expanding our community engagement activities; and continuing our online learning
offer as well as bringing a renewed focus to building manager capability. We expect all these
actions to culminate in Great Place to Work (GPTW) certification and awards. Our target is to
have over 80% of our employees working in GPTW certified locations by 2022. In 2020, because
of Covid restrictions, we achieved 6%.
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Highlights for 2020
• Developing our first products to
promote circularity
• Committing to developing Science
Based Targets
• Strong absolute and relative
progress in FTSE4Good Index
Priorities for 2021
• Develop and get approval for
Science Based Targets
• Accelerate progress towards targets
post-Covid impacts
• Develop full circular economy
strategy
• Prepare for external verification of
data
Comparison of top material issues in
2019 and 2017 materiality assessments
in ranked order:
2019
2017
Environmental
compliance
Environmental
footprint
Talent attraction
Energy
Water
Water
Energy
Environmental
footprint
Waste
Health and safety
Business ethics
Resource scarcity
Materials
Waste
Employee
engagement
Brand
management
Child labour
Forced labour
Transparency
and reporting
Environmental
compliance
SUSTAINABILITY
Sustainability Strategy
We launched our five pillar sustainability strategy; Pioneering a Sustainable Future, in 2019,
through our Annual Report, our first standalone Sustainability Report and on our website.
We have now completed two years of that ambitious four year strategy, and are documenting
here, in our third Sustainability Report and on our website our progress towards our targets
while also reviewing the strategy itself. Our strategy was originally based on our 2017
materiality assessment.
We do these assessments biennially and in 2019 we completed a new review and found that,
while there had been some significant changes in the materiality of some issues, the strategy
still reflected well the material issues for our business and our stakeholders. Normally we would
not anticipate doing another assessment till late in 2021 but, because of the significance of global
and industry events in 2020, we have brought the next review forward to early 2021, especially
so that we can factor in the emerging longer term impacts such as those of the Covid pandemic
and growing climate change awareness into the assessment at an early stage. It was already
noticeable that in our 2019 assessment both employee and community related issues gained in
importance, as did climate change, and we have already been reinforcing actions in these areas
as a result. We expect the events of the last year to lead to a further strengthening of these
trends. The new assessment will follow the same process as the 2019 one, developing a list
of issues, assessing them for relevance to our commercial goals (Profitable Sales Growth,
Strengthening the Core and Value Creation) and for importance to each of our key stakeholder
groups (Employees, Customers, Shareholders, the Environment, Communities and Suppliers).
The mapping of our top 10 issues, as identified in our 2019 assessment, to our sustainability
strategic pillars is shown below.
Our Priority Areas
WATER
Managing
a precious
resource wisely
ENERGY
Renewables for
a sustainable
future
EFFLUENT &
EMISSIONS
Working for a
cleaner world
SOCIAL
Safe and
sustainable
workplaces and
communities
LIVING
SUSTAINABLY
Protecting
our planet
2019 Materiality Assessment top ten issues
Water
consumption
Energy
consumption
Environmental
compliance,
Environmental
footprint
Talent attraction,
Business ethics,
Employee
engagement
Materials, Waste,
Brand
management
28
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(litres per kg of production)
2020
2019*
2018*
78
83
83
* 2018 and 2019 restated to exclude NA Crafts and
include HP Pharr (acquired on 10 February 2020).
Energy use
(Kwh per kg of production)
2020
2019*
2018*
8.9
9.2
9.2
* 2018 and 2019 restated to exclude NA Crafts and
include HP Pharr (acquired on 10 February 2020).
Renewable energy
(% of total energy used in year)+
2020
2018*
2016
2014
31%
31%
29%
24%
+ Based on supplier information, partially certified.
* 2018 restated to exclude NA Crafts and include
HP Pharr (acquired on 10 February 2020). Prior years
not restated.
Emissions intensity
(tonnes CO2e/$m sales)
2020
2019*
2018*
2017
200
192
200
206
* 2019 and 2018 data has been restated to exclude
NA Crafts (sold on 20 February 2019 and to include
HP Pharr (acquired on 10 February 2020). 2017 has not
been restated.
In 2019 we joined the United Nations Global Compact (UNGC) as a Participant, after our Board
confirmed their full commitment to the Ten Principles of the UNGC, and to promoting action to
deliver the United Nations Sustainable Development Goals (SDGs). This year the Board has
reconfirmed their commitment to the UNGC Principles and the SDGs and the Company has
renewed its Participant membership. During the year the Company actively participated in a wide
range of activities organised by the UNGC Network UK, and is a member of a number of working
groups within the Network.
Our 2019 Sustainability Report was our first formal Communication on Progress (COP) as UNGC
Participants, and our 2020 Sustainability Report is our second COP, formally renewing our
commitment and reporting on our actions and outcomes in support of the Principles, covering
human rights, labour, the environment and anti-corruption and on the seven SDGs that we
believe we can materially impact: 3 Good health and wellbeing, 5 Gender equality, 6 Clean
water and sanitation, 7 Affordable and clean energy, 8 Decent work and economic growth,
12 Responsible consumption and production and 13 Climate action.
Water
We use water mainly for dyeing our products. It is used both as a medium for applying dyes,
rinses and washes to our threads, but also, as steam, for heating these same processes. Elsewhere
in our processes we use it for humidification, chilling and curing processes. We believe that in the
long term much of the water use in dyeing can become unnecessary through the development
of new, waterless dyeing technologies and our investment in Twine in 2018 was partly aimed at
helping them to develop digital dyeing technology, which is one promising waterless technology.
We now have one Twine dyeing machine in our Turkish Innovation Centre which is being used
to do joint development work with Twine, leading towards the industrial integration of their
technology into our industry.
Alongside supporting these new technologies, our goal is to continue to reduce our use of water
in order to safeguard this vital resource. Our ambitious goal is to reduce our water use intensity
(litres per kilo of production) by 40% by 2022 against our 2018 baseline. We are aiming to do this
by identifying areas where water use is excessive or unnecessary and by modifying processes to
reduce their reliance on water. Our goal was always challenging, requiring an acceleration of
progress compared to the 28% water use reduction we achieved in the period from 2013 to
2018. We are pleased that we have managed to maintain progress notwithstanding the pandemic
disruption to our business in 2020, but we recognise that we were not able to complete all the
projects that we had planned and hence make as much progress as we had anticipated. We have
continued to refine and improve our water balance analyses of water consumption enabling us
to identify savings opportunities at unit level and to share good practices between units. By 2020
our water usage dropped by 6% against 2018. Because many of our plants were operating at
reduced rates during the pandemic, water use efficiency was negatively impacted and this figure
consequently understates the actual progress made.
Energy
Our energy use is split fairly evenly between electrical energy (mainly used for powering process
motors) and fuels that we burn to generate heat for use, mainly, in dyeing. Spinning and twisting
uses the bulk of our electrical energy to power the large motors used in those processes. Dyeing,
which requires high processing temperatures, and uses large pumps for water circulation and also
a lot of energy for drying, is our most energy intensive process overall, as it consumes most of our
fuel energy plus a substantial part of the electrical energy. Finishing winding and yarn coating
processes and ancillary activities such as warehouses and offices make up the remainder.
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Many of the energy saving projects that we planned to do during
2020 were completed notwithstanding the pandemic disruptions,
but some important projects did have to be suspended and will be
actioned in 2021. Against our target of a 7% reduction in energy
use (kWh per kilo produced) by 2022 compared to 2018 (which
compares to a 22% reduction in the six years to 2018) we registered
a 3% improvement in 2020. However, this result slightly overstates
the underlying progress. Because of the production imbalance
during the year, we were obliged to compensate for the reduction
in our own spinning output by additional external sourcing of
semi-finished products, so some energy consumption that we
would normally register in-house has transferred to our suppliers.
This is already correcting itself as our production balance recovers
and will see a small part of the apparent energy progress made
in 2020 reverse during 2021. Nevertheless, we are confident that
the work already done and our plans will enable us to achieve
our target.
Also within our energy pillar there is a target to shift as much as
possible of our sources of energy to certified renewables. All our
energy contract renegotiations are now used as an opportunity to
switch to renewables, and we are making progress. During 2020
we negotiated a contract for supply of all of our Mexican electricity
needs (about 7% of our global demand in a normal year) from
certified renewable sources from mid 2021, and we have also signed
agreements in Romania for certified renewable electricity and in
Colombia where the supplier has committed to provide us with
certificates when they are available, (the energy we use there
is from hydro plants and most are not yet certified renewable).
As the situation in each country is different we have to assess
the appropriate approach to take country by country.
Effluent and Emissions
As a significant user of energy, Greenhouse Gas (GHG) emissions
are a key and growing concern for us. Our approach to managing
the risks around climate change are described in the risk section of
this report. To ensure that we are doing our bit to avoid damaging
climate change we have committed to the Science Based Targets
initiative (SBTi) under the more challenging Business Ambition for
1.5°C target and will be working to develop our absolute emissions
targets under this commitment during 2021. This will ensure that
we have targets that are in line with the higher ambition Paris COP
21 targets of a 1.5°C temperature increase. The shift of our
energy to renewable sources will undoubtedly be at the core
of our roadmap to achieving these targets. In 2020 we achieved
a reduction of 3% in GHG emissions intensity and a reduction
of 20% in absolute GHG emissions compared to 2018. Because
of the reduction of production in 2020 caused by the pandemic
the absolute emissions reduction is not representative of the
improvement, while the emissions intensity is also impacted
marginally by the production imbalance noted above in the
energy section.
While our long-term vision is to cease to use water for dyeing, as
long as we continue to use water-based technology we will need
to carefully manage our effluent to avoid detrimental impacts on
the environment and to ensure that the water we discharge can be
used by others where necessary. Since 2011 all of our units have
been working to a stringent, internal set of effluent standards. We
have now, since 2019, replaced these with the Zero Discharge of
Hazardous Chemicals (ZDHC) standards. We joined ZDHC in 2016
as we recognised that this association was gathering momentum
across the textile industry offering, for the first time, the goal of
creating common standards that would be applicable across the
whole industry. Our target is to have all units meeting the ZDHC
standards by 2022, and thanks to the work already done over 75%
of our effluent was compliant by the end of 2020 (60% in 2019).
Late in 2019 the ZDHC standard was updated to include sludge test
results as well as effluent. Parts of standard effluent treatment
processes are aimed at precipitating out from the effluent those
chemicals that cannot be eliminated. These then end up in the
sludge, so sludge results can be less compliant than effluent.
Nevertheless, in 2020 92% of our sludge was compliant with ZDHC
targets, giving us an overall compliance rate of 74%. While there
is a continued investment programme in our effluent plants,
continuing to address the sludge is as much about finding ways to
avoid putting the chemicals in the water in the first place and we
have a programme underway with our main dye and chemical
suppliers to explore new processes that achieve this. Ensuring that
all our units are capable of meeting the required limits is important,
but it is equally important to ensure that effluent treatment plants
are working consistently and to ensure this we installed, during
2018, automated measurement systems in all of our key units.
These take measurements of core parameters every 30 seconds and
issue automated warnings if the systems begin to approach control
levels. We also piloted, in 2019, a system that automatically shuts
off discharge if a standards breach is likely and plan to install this
across other units in 2021.
Social
Due to Covid, we increased the focus placed on the health and
safety of our employees and the communities in which they live,
and as a result have extensively reported on our social activities
under the Working Responsibly – People section. Refer to
pages 23–27.
Living Sustainably
We have two core targets here. The first is to convert all of our
premium polyester products to using recycled raw materials by
2024. Notwithstanding significant supply and demand disruptions
caused by the pandemic in 2020 we were able to continue to make
strong progress, and achieve a level of 13% compared to 2% in
2019. This has been achieved mainly by using high quality recycled
material from drinks bottles. We still have a long way to go to reach
our target and to get there we will almost certainly need to start
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Our goal is to make our sustainability reporting as clear and
transparent as possible, and we fully support the aims of the
Taskforce on Climate-related Financial Disclosures (TCFD) and are
progressively including their recommendations into our reporting.
During 2020 we have been developing Board and management
governance structures and these will be completed during 2021
as we deepen our focus in this area. Having done a first iteration
of scenario risk analysis the initial impact of this on our strategy is
apparent through our commitment to Science Based Targets, but
the full integration will happen on the back of the deeper financial
analysis we will do in 2021. Our adoption of scenario-based risk
analysis at a qualitative level during 2020 has shown that our risk
management process is robust and the second iteration with a more
financial focus will embed this into our processes further. Finally, we
are already committed to developing full emissions disclosure and
targets during 2021 and the financial analysis in the risk review will
determine if there are other metrics apart from emissions that we
need to be tracking. With the above actions underway we are
confident that we will be able to make full TCFD disclosures in 2021.
We want to make it as easy as possible for all of our stakeholders to
understand the sustainability profile of our business. Each year we
are broadening the scope of our reporting and making it easier for
interested parties to find the information that they need. A full data
pack that contains all our published sustainability data is available to
download on the sustainability section of our website. We have
used the Global Reporting Initiative (GRI) reporting guidelines since
2011 and this year again we report against the latest version, the
GRI Standard. A full mapping of our report against the GRI Standard
is available on our website, and we have also developed and made
available again this year a mapping of our data against common
Environmental, Social and Governance (ESG) criteria.
using waste from other sources, our goal being to use textile
waste and hence work in a circular economy. We are already
working on projects in this area, but there are still many significant
hurdles to overcome.
Waste reduction is our other target, with a goal of reducing
by 25% in 2022 from our 2018 baseline. The completion of
the introduction of a new and comprehensive waste reporting
catalogue in 2020 has caused us to restate our baseline including
a number of non-product or process related wastes that were
not captured previously. During 2020 we have reduced our
waste percentage against this revised baseline by 8%.
Sustainability management
Sustainability at Coats is led by the Board and is championed by the
Group Chief Executive and the whole Group Executive Team (GET).
Delivery of the strategy is managed by the Sustainability Delivery
Team (SDT). This is led by 3 members of the GET, the Chief Legal &
Risk Officer and Group Company Secretary, the President, Business
Operations and the President, Apparel & Footwear. The Head of
Sustainability manages the SDT which comprises around 25 other
members from a range of functional areas working in four
subteams. Each of these has a designated area of responsibility
for delivery of SDT workstreams or representation for stakeholders
in the SDT. There are then a large number of people in the
organisation associated to the SDT via their participation in
projects related to sustainability. We are clear that delivery of our
Sustainability Strategy requires the participation and support of
the whole organisation. The SDT meets monthly, and there are a
number of subteam meetings as per the needs of their workplans.
Underpinning all of our sustainability efforts is a deep commitment
to running our business in an ethical, responsible and transparent
way. We expect our employees and our suppliers to behave ethically
in all their dealings relating to our business. All our senior employees
and those with customer or supplier facing roles receive regular
training in ethics and compliance, including on modern slavery.
These training programmes, available in 12 languages, form part
of the induction for new starters and are done biennially for all
relevant employees. This training was repeated in 2020, and was
delivered to over 4,200 employees during the year. We support the
United Nations Guiding Principles on Business and Human Rights in
all our operations. Underpinned by our global policies, we uphold
the requirements of the United Nations Declaration of Human
Rights and the Convention on the Rights of the Child, the core
International Labour Organisation Conventions and The
Organisation for Economic Co-operation and Development
Guidelines for Multinational Enterprises. We uphold the aims
of the California Transparency in Supply Chains Act of 2010 and
the UK Modern Slavery Act 2015 and publish on our website
a statement on our actions to prevent modern slavery in our
operations and in our supply chain.
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Non-Financial Information Statement
Policy
Description
Health and Safety Policy
This policy outlines our commitment and actions for the prevention of injury and ill health, and
ensuring health and safety excellence across our business.
Ethics Code
The purpose of the Ethics Code is to ensure that employees across Coats have a clear understanding
of the principles and ethical values that the Company wants to uphold. It applies to all employees in
all Coats Group companies globally.
Whistleblowing Policy
The policy outlines the reasons for maintaining high standards of ethical and legal business conduct
and describes the procedures for reporting acts which are thought to contravene these standards.
Also outlined are the actions to be taken by the Company.
Employment Standards
As a global employer, Coats strives to follow ethical employment standards and believes the human
rights of its employees at work are an absolute and universal requirement. Coats subscribes to the
United Nations Universal Declaration of Human Rights and the Convention of the Rights of the Child.
Equal Opportunities
Statement
The Company supports equal opportunities in employment and considers it to be an integral part of
our employee relations policy.
Modern Slavery statement
(including a statement on
transparency in supply
chains)
This statement has been prepared for the year ending 31 December 2020 and is in accordance with
the requirements of the UK Modern Slavery Act 2015 and the California Transparency in Supply
Chains Act of 2010. Furthermore, we support the United Nations Guiding Principles on Business and
Human Rights throughout all our operations.
Living Wage Policy
The Committee also reviewed and approved the adoption of a policy to establish a minimum Living
Wage, as an enhancement to any local legally mandated requirements, across all of our locations and
based on sourcing data from independent organisations.
Anti-bribery and Anti-
corruption Policy
This policy outlines the control of actual and suspected corruption and bribery within Coats, and
the processes to be followed in the event of actual or suspected instances of corruption or bribery
being discovered.
Gifts and Entertainment
Policy
This policy sets forth the rules related to employees accepting and offering gifts, entertainment,
hospitality and meals from and to current customers, suppliers, joint venture partners, brand
representatives and others conducting (or proposing to conduct) business, directly or indirectly,
with Coats.
Competition Law Policy
This policy supports Coats’ commitment to observing and complying with all applicable competition
laws, rules and regulations wherever it operates around the world while acting with the highest
ethical standards, in an open and honest way.
Supplier Code
The Supplier Code outlines our expectations required of suppliers and covers labour practices,
environmental management, responsible sourcing of materials and products, and business conduct.
Restricted Substances List
Conflict Minerals Policy
As part of Coats Product Safety programme, we require that all Coats’ suppliers of raw materials,
dyes, chemicals and packaging materials meet the highest standards appropriate for their end use.
A comprehensive list of restricted chemicals is revised and reissued to all of our material suppliers
every year.
Coats is committed to the responsible sourcing of all raw materials and purchased goods and we
continually review our approach to ethical and sustainable supply chain management. This policy
refers specifically to our approach to avoiding ‘Conflict Minerals’ entering our supply chain and
supplements our wider supply chain management standards.
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Policy
Description
Environmental Policy
Animal Welfare Policy
t
n
e
m
n
o
r
i
v
n
E
We take our responsibility to the environment very seriously and this policy lays out our approach.
Coats senior management has defined objectives and targets to ensure that we deliver on this policy
and additional details on progress can be found in our Sustainability Report.
Materials sourced from animals are present in a tiny proportion of our products (less than 0.01% of
sales). Nevertheless, the policy covers all the materials and products we buy, and special attention is
given to Angora and Merino wool, as they can raise specific ethical concerns.
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EFFECTIVE RISK MANAGEMENT IS ESSENTIAL TO SMARTLY
AND PRUDENTLY ACHIEVING OUR STRATEGIC GOALS
Overview
Risk is inherent in all business activities and as a global industrial
manufacturer, we maintain a comprehensive risk management
framework that serves to identify, assess and respond to such risks.
Our approach is focused on the timely identification of risks and
related opportunities, combined with their appropriate mitigation
and escalation. We have embedded throughout the Group the
structural means to identify, prioritise and manage the risks involved
in all of our activities, including through consideration of those risks
on a combined basis (as was clearly the case when considering
and managing the various potential impacts of Covid).
This enables us to run our business effectively and deliver our
strategy in the knowledge that the likelihood and / or impact
associated with such risks is understood and managed within
our risk tolerance.
Governance structure
The Group is constantly alert to new and emerging risks. We
operate a formal governance structure to manage risk across
the Group and assign clear accountability for managing our risks.
Overall responsibility for reviewing the Group’s risk profile and
setting risk tolerance, as well as assessing the Group’s principal risks,
rests with the Board. However, the management of risk using our
common risk management framework is embedded throughout
our global manufacturing, distribution, sales and other business
operations, as well as our enabling functions, with all our employees
having an important role to play. The current unpredictable
environment presents us with heightened levels of risk. In order to
address that as swiftly and efficiently as possible the membership
of the Group Risk Management Committee has been extended to
include the Managing Directors of the seven geographical clusters
within the Group (which will further enhance the joining up of the
top-down and bottom-up approach set out in the chart below).
Additional relevant subject matter experts are invited to contribute
to discussions on specific issues such as cyber security, effluent
treatment, specific people-related issues etc.
Top-down
Define risk
tolerance,
monitor
exposure
oversight of risk
management
The Board*
• Overall responsibility for identification of
risk, effectiveness of risk management and
reviewing the Group’s risk profile
• Setting risk tolerance generally and, in
particular, for each of the principal risks
• Monitoring risk experience
Audit and Risk Committee (ARC)
• Supports Board in monitoring the effectiveness
of the systems of risk management and internal
control
• Reviews reports from Group Risk Management
Committee (GRMC), Group Executive Team
(GET), Group Internal Audit (GIA) and the
external auditor relating to effectiveness
Group Risk Management Committee (GRMC)
• Responsible for formulating risk management
strategies and policies and monitoring risk
management throughout the Group
Business Units / Senior Management /
Risk Champions
• Regularly review a broad range of individual
current strategic and operational risks
• Monitoring of key risk indicators
• Report and provide feedback to GRMC,
Audit and Risk Committee and the Board
Identify,
monitor,
report
Bottom-up
Enabling Functions
• Responsible for identifying, managing and
mitigating appropriate sets of risks
Key
Report for evaluation
Direct and monitor
*The Board has appropriate regard for all the factors set out in S172 of the
Companies Act 2006 in its consideration of risk and other matters. You can
read more about this on pages 21–22 in the S172 Statement.
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The Board is keenly aware that the effectiveness of our risk
management is dependent not only on systems and processes
but also on behaviours. At Coats, there is a culture of openness
and transparency in how we make decisions and manage risk.
During 2020, we continued to review and reinforce our Ethics Code
and supporting policies, training, communications and compliance
activities – this also included further training and auditing in relation
to our comprehensive Supplier Code.
Our focus on reinforcing ethical business behaviour and compliance
has been enhanced through an ongoing Coats Ethical Culture
programme ‘Doing the Right Thing’ at both Group and local levels.
Ethics and integrity, along with health and safety, are at the core
of our organisation’s DNA, and we continue to embed our ethical
culture in order to mitigate against potential scenarios which could
put the organisation at risk. Employees are proactively encouraged,
through training, discussions and other means, to act with integrity
and to question any unethical behaviour.
Ethics training has continued throughout 2020 and we have been
even more inclusive. As we moved to a remote working
environment, we took advantage of the technology we have and
we leveraged the opportunities of remote working. We increased
the number of people attending our training sessions and since
there was no necessity to travel, we extended training to more
people across the business. Our programme of ‘Doing the Right
Thing’ continued with the use of different forms of technology.
We used tools such as Teams and Yammer to communicate with
our workforce which drove greater understanding, engagement
and transparency amongst employees across the Group.
Risk tolerance structure
Our well established and embedded risk tolerance structure
is determined using four categories which are listed below:
• Very Risk Averse: where we are very cautious and seek to
minimise the financial and reputational risk as far as possible.
Mitigation costs are accepted albeit that they might exceed
the potential loss
• Risk Averse: where we are cautious and seek to reduce
the financial and reputational risk. Mitigation actions are
proportional and based on cost effectiveness
• Somewhat Risk Tolerant: where we are willing to take some
financial and reputational risk to achieve our objectives.
Mitigation actions are again proportional and based on
cost effectiveness
• High Degree of Risk Tolerance: where we are willing to take
significant financial risk to achieve our objectives. Mitigation
involves an active management of risk-return trade-offs
Identification and management of risk
Understanding the risks that our business is exposed to, and
deploying strategies that ensure residual exposures remain within
acceptable parameters, is key to managing our business well. Our risk
framework is based around four categories of principal risks (strategic,
external, operational and legacy), as well as key and emerging risks
which are used to build the Group Risk Register which is managed by
our GRMC. Minutes from this Committee are reviewed by the Audit
and Risk Committee (ARC). We also ensure that, beyond specific risk
deep dives, risks are appropriately considered in the decisions that are
made at Boardroom level – see S.172 on pages 21–22.
During 2020, the ARC and the Board received a number of
presentations from senior executives on a number of risks including
the principal risks, and gave input on the steps planned to mitigate
these risks. The risks are considered not only in isolation but also the
correlation between risks and the likelihood of one risk occurring
at the same time as another or even triggering it, and the potential
combined impact of that and any further mitigating actions that
can be taken. In 2020, the Board reviewed the effectiveness of the
Company’s risk management and internal controls. A significant
amount of recurring reviews over the Group’s key internal controls
and mitigating actions, including their linkage to managing the
Group’s principal risks appropriately took place. Examples include:
standing and regular updates from the CEO / Group Executive Team
to the Board on H&S, People, Performance, M&A and legal matters.
There are also regular Board deep dives into specific risks, e.g. Cyber
Security in July; Economic Risk in September; and Climate Change in
October. The identified principal risks for the Group form a key part
of the work performed in the above reviews to ensure that the most
pertinent risks are being regularly monitored on a day-to-day basis,
with findings on this reported to the ARC and Board for review,
input and direction. Based on the principal and key risks of the
organisation, our Group Internal Audit (GIA) team updates and
embeds the relevant Group risks in its audit process, for instance,
compliance with anti-bribery and corruption requirements as well
as health and safety requirements.
Every quarter, GIA reviews the Group Risk Register and local Risk
Registers from the cluster management committees. This review
includes an assessment of the risk management practices of the
business units / clusters in areas such as the frequency and adequacy
of the cluster risk management committee meetings, minutes of the
meetings and following through on actions contained in the local
risk register. This provides an assurance that the risk management
exercise is carried out regularly throughout the Group and that
the risks are reviewed and kept up to date by the respective
stakeholders. These updates / key highlights are then presented
and discussed in the GRMC meetings. Taking the insights from
these GIA and business unit / cluster risk management activities
and focusing on the risks that may impact the strategic objectives
of Coats, the Board has defined 11 principal risks, as well as a
number of key and emerging risks within that Group Risk Register.
Coats Group plc Annual Report and Accounts 2020
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationPRINCIPAL RISKS AND UNCERTAINTIES
CONTINUED
These risks, and the steps we have taken to mitigate these risks, are detailed on the following pages. Throughout the year, the Board has
kept each of the principal risks under review with support from the GET and the GRMC. The Board also undertook a comprehensive
assessment of the principal risks facing the Group, along with the current levels of risk tolerance for each of those risks. Due to the ever-
changing global risk environment, the following risks have been updated since the last report:
PROMOTED
PROMOTED
PROMOTED
Climate change risk has moved from being categorised as an emerging risk to a principal risk to better reflect
its primary importance for the Group and its various stakeholders.
Risk of ever-increasing customer expectations has moved from being categorised as a key risk to a principal risk
to reflect its important role in the Group’s strategic growth ambitions.
M&A scale ambition risk has moved from being categorised as a key risk to a principal risk to reflect its important
role in the Group’s strategic growth ambitions.
FROM DECREASING
TO INCREASING
The risk trend for health and safety has increased from decreasing to increasing in light of Covid.
DEMOTED
Risk of supplier non-performance and / or unavailability and / or price increases of raw materials has been demoted
in light of the manner in which the executive team managed and mitigated this risk.
Our principal risks, along with a summary of the measures we have put in place to manage and mitigate them, are set out in the table
below. As stated above, the Board will continue to keep these principal risks, as well as the appropriateness of this list and the constantly
changing broader risk environment, under ongoing review.
Principal risk
Risk trend
Action / mitigation
1. Strategic
Mergers and
Acquisitions
(M&A)
scale ambition risk in
light of the Group’s
increasing ambition
in scale of its
acquisition
programme and its
ability to source and
satisfactorily acquire
suitable targets.
Increasing
All M&A projects are overseen and closely monitored by the Board and by senior executive
management. The Board has approved a set of criteria to evaluate acquisition opportunities
against, which include both financial and non-financial parameters. Clear M&A processes have
been developed and include identification and evaluation of opportunities, specified roles and
responsibilities for all aspects of M&A projects along with focused project management resources
during both execution and integration phases. In addition to internal resources, use is made of
external advisors in specialist areas such as negotiation, financing and due diligence. Post-completion /
integration reviews are conducted to ensure that learnings are identified and built into subsequent
projects as part of a continuous improvement process.
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Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationPrincipal risk
Risk trend
Action / mitigation
Increasing
Risk of ever-
increasing
customer
expectations
and the Group’s
continuing ability to
meet and exceed
those expectations
as part of its
strategic growth
ambitions.
In this fast-changing world, the Group has continued to invest in understanding and exceeding our
customer expectations. In order to fully understand what our customers expect in terms of product,
service, price and experience, we carry out hundreds of customer engagements each day. In 2020,
these engagements ranged from senior leader face-to-face meetings; attending brand and retailer
supplier summits; joining virtual customer and innovation forums; communicating with industry
associations; working with external consultancies; and sharing industry-specific studies. We also
conduct regular customer surveys and we track complaints on an ongoing basis. We take these
learnings and build differentiation for our customers as a value-adding partner focusing on specific
drivers to deliver for our customers. With the ever-increasing demand for speed, we developed the
new Speedline capability in South-East Asia, and throughout the pandemic we enhanced material
supply management and software solutions for more rapid production planning. We have focused
on personalisation as we continue to lead the market in the agile supply of complex product and
colour palettes to meet the increasing consumer and retail trend for personalised offerings.
Our innovation ecosystem gives us dedicated capacity to develop new product solutions as well as
products in collaboration with customers. In 2020, we launched 22 new products across multiple
industry segments (from personal protection to oil and gas to sports and athleisure). Our leading
Technical Services teams helped our customers to improve productivity and optimise product costs
through significant customer engagements, pivoting quickly to virtual support. We launched a lattice
composite solution which allows customers to adopt lightweight technologies at more affordable
prices by virtually eliminating material waste. We developed digital tools like our Synthesizer App
which reduces customer development costs by simulating high performance yarn properties for flame
retardant and cut resistant fabrics. We also provide bespoke production lines and manufacturing
solutions for highly engineered products as diverse as those used in energy markets, to those used
in feminine hygiene markets.
Coats is known for the quality of its products and services, and we continued to help customers to
improve seam quality and garment performance resulting in lower returns through our technical
services offering and high-quality products. We work responsibly as a business, supporting brands
and retailers with supply chain transparency, both with our trusted product supply and our Coats
Digital software solutions portfolio. A key part of our Company purpose is to make a better and more
sustainable world and we have continued to invest in helping our customers meet their sustainability
goals, both as a trusted and responsible industry leader in ESG, and with our product portfolio of
recycled threads and zips, Cradle to Cradle and circular economy R&D.
Coats Group plc Annual Report and Accounts 2020
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationPRINCIPAL RISKS AND UNCERTAINTIES
CONTINUED
Principal risk
Risk trend
Action / mitigation
Stable
Appropriate talent
and capability
development risk
Risk of failure to
attract and retain
talent and capability
given business
changes and growth
in new areas.
Increasing
2. External
Economic and
geopolitical risk
arising from political
and demand
uncertainty
– across both key
Asian and developed
markets
– including risks to
free trade
conventions.
This year the Board and senior management teams heightened their focus on talent development
and wellbeing during the Covid crisis. We pivoted all of our in-house learning to 100% virtual learning
which included our Manager Capability Development and Supervisory Skills Programme with sessions
still being held globally in various clusters. To provide and enhance critical targeted capability
development, we created Learning Zone sessions which promoted topics on improving productivity
whilst remote working; balancing work life and family life; and sessions were also available on
promoting mental wellbeing for employees and their families. These were provided in local languages
in all of our clusters.
For the first time we conducted surveys using the Glint platform. We initiated two lifecycle surveys on
onboarding and exits. We conducted a series of pulse surveys on: Covid and wellbeing; our five Coats
Priorities; and cluster office re-openings to gauge and action the views of our employees on these
topics. Our annual employee engagement survey has been delayed to 2021 to ensure that we have
the best process for ensuring safety in our manufacturing sites to deploy the survey. Additionally, we
have launched a new subject matter expert programme. These are peer-to-peer webinars led by our
employees who have specialist skills in specific areas throughout the business. These webinars will
become a valuable source of technical expertise and enable us to build a resource library accessible
for all of our workforce.
The Covid pandemic has had a significant impact on GDP in our markets and demand for our
products in 2020. Whilst demand has subsequently recovered, albeit not to 2019 levels, increased
uncertainty over the global economic environment remains. To the extent that the pandemic has a
longer and more prolonged impact on the global economic environment, there may be a further
negative impact on consumer spending and further potential disruption to our operations and supply
chain. In the longer term there are also implications for regional supply chains. In addition, risks to
free trade, from ongoing US / China trade discussions, and the potential consequences for economic
growth, add to this uncertainty. The Group continues to monitor the Covid pandemic and its impact
on the global economic environment as well as other aspects of economic risk, and any direct or
indirect influence on our business.
The Group closely monitors the impact of the Covid pandemic on demand as well as monitoring the
implications of other areas of economic risk on the Group. Our global reach and local knowledge give
us the agility and insights needed to operate and develop our business prudently and successfully
during periods of economic volatility. Additionally, the Group’s global footprint allows us to quickly
respond to any changes in regional supply chains that may arise as a result of the pandemic.
As a global industrial manufacturing company with no UK manufacturing facilities and minimal direct
sales in the UK, Coats is of the view that there will be limited direct adverse impacts on the Group
from the UK leaving the European Union (Brexit). Both the UK and the European Union, however, are
significant markets for both Apparel & Footwear and Performance Materials. Therefore, any impact
on sales and future growth expectations for these markets could have an indirect consequence for
our business. Many years of exposure to emerging markets have given us experience of operating and
developing our business successfully during periods of economic and political volatility. We continually
monitor and analyse economic and demand indicators to ensure that our supply chain remains flexible
and our product portfolio remains relevant. This analysis provides a key input to our product
development, business planning and pricing strategies. The Group’s international footprint and
comprehensive portfolio also provide a mitigating balance in our exposure to both European Union
and non-European Union markets.
38
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationPrincipal risk
Risk trend
Action / mitigation
Stable
Cyber risk
Risk of cyber
incidents leading to
corruption of
applications, critical
IT infrastructure,
compromised
networks,
operational
technology and / or
loss of data.
In 2020, Coats, like many other global organisations, saw a dramatic shift in where our employees
worked from, due to the Covid pandemic. This required us to make changes to some of our
procedural and technical controls to address the changing risk landscape. Part of our adjustments
included refining our policies and procedures, such as updates to our Acceptable Use Policy and
updated Work From Home guidance. We educated our workforce on how their diligence and
adherence to processes was even more important than previously as employees were outside the
traditional perimeter protections. This awareness training was not just a single mandatory annual
training but rather a more comprehensive set of awareness engagements that included live calls,
videos, weekly and monthly newsletters, as well as computer-based training delivered through
our Learning Management System (LMS). Our phishing simulations were already an established
process and we continued these along with targeted follow-up to those who failed to properly
identify the simulated phishing messages to further educate them on how to identify and handle
phishing messages.
Coats was able to identify two main attack vectors which, though not new, saw dramatic increases
in exploitation attempts: phishing and brute-force login attempts. In our 2019 report, we reported
enabling of multifactor authentication (MFA) which proved to be an effective control against the
brute-force attempts. For 2020, we added additional controls to enhance our security posture, in
addition to raising awareness through the above programmes. An example control was additional
conditional access controls to block login attempts from high-risk countries or countries where we
have no physical presence. Additionally, in early Q2 we applied two pre-planned technical controls
to further protect corporate data. This enabled more comprehensive blocking of access to public
cloud storage sites as well as implementing further controls to restrict data being copied to USB
storage devices. What this allowed us to do was better maintain control of our data from a global
perspective without allowing it to be copied to unmanaged locations where we could lose visibility
and / or manageability.
As reported in the 2019 report, Coats has employed a managed Security Operations Center (SOC).
We have continued to work with our managed SOC provider to verify that the organisation is
protected and properly monitored. We are pleased with the partnership and plan to continue the
relationship in 2021 with potential enhancements to make certain that Coats is able to continue
to detect and properly respond to the new threats while still managing current protection levels.
Coats Group plc Annual Report and Accounts 2020
39
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationPRINCIPAL RISKS AND UNCERTAINTIES
CONTINUED
Principal risk
Risk trend
Action / mitigation
Climate change
risk
arising from either 1.
the impact of failing
to sufficiently
address the need to
decarbonise the
company’s
operations and
reduce emissions,
leading principally to
commercial and
reputational risks
(potentially causing
loss of sales and
share price pressure)
and the financial risk
of emissions taxes or
other legislative
changes, or 2. the
physical impact of
climate change on
the company’s
operations and
business model and
that of its customers
in the textile supply
chain.
Increasing
During 2020 we undertook our first in-depth risk analysis on climate change. After reviewing the
analysis and in recognition of the risk’s primary importance for the Group and its various stakeholders,
the Board agreed that this is a principal risk that will be subject to ongoing Board review.
The analysis has been carried out using the Taskforce on Climate-related Financial Disclosures (TCFD)
methodology, published as a technical supplement to their 2017 report. We developed three scenarios
for our business based on publicly available data prepared for the next Intergovernmental Panel on
Climate Change (IPCC). The first one is a low carbon scenario with significant short term
decarbonisation and achievement of net-zero emissions by mid-century, alongside good global
collaboration and continued economic growth and reduced regional inequalities. The second is a
high carbon but low growth scenario, with increasing regional inequalities and low levels of global
cooperation. The third is a fossil-fueled, high growth scenario with consequent very high emissions
levels. For this first iteration, the analysis has been qualitative and we are planning to continue the
work done in 2020 by developing quantitative financial analysis which will allow us to report fully
in line with TCFD recommendations in our next assessment in 2021.
The primary short-term risks revolve around the commercial and reputational risks of not taking
concerted action to reduce climate change, together with the risk of increasing emissions taxes. If not
adequately mitigated, these risks could lead, respectively, to loss of customer specifications and hence
loss of sales, share sales by investors and hence downward pressure on share price, and increased
operational costs, and hence lower margins. Physical risks to our plants and supply chains, and
potentially significant geographic shifts in our customer footprint, caused by wider industry
reorganisation and withdrawal from areas most impacted by climate change, are longer term,
and likely to impact on us from 2030 onwards in the high carbon scenarios.
The main opportunities are the commercial and reputational opportunities from being a leader in
moving to a low emissions model and some growing product areas, especially around light-weighting.
We have analysed a broad range of mitigating actions and have identified those that have the
most important impact on the identified risks. Many of these, such as having proactive and ethical
communications, a low carbon product strategy, developing products for circular business models and
investing in new technologies, are currently underway within Coats, and only need to be dialled up
to be more focused on the climate change risks. The one very significant new action that needs to be
taken is to develop achievable emissions reduction targets that are in line with the 2015 Paris COP 21
low carbon targets. In order to address this, Coats has committed to the SBTi, at the more challenging
Business Ambition for 1.5°C level. We have also committed to developing a long-term target to reach
net-zero emissions by 2050, the highest level of ambition on climate under the SBTi. This initiative
is supported by the United Nations Global Compact, the World Resources Institute, CDP (formerly
Carbon Disclosure Project) and WWF (formerly World Wide Fund for Nature). SBTi is the low emissions
programme that has received most support within the textile industry, and hence is the appropriate
programme for Coats to join. Having made this commitment we now have two years to develop and
have approved plans to reduce our absolute emissions in line with the COP 21 target.
40
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationPrincipal risk
Risk trend
Action / mitigation
Stable
Environmental
non-performance
risk
given changing
standards and
increased scrutiny
resulting in
disruption of existing
business, fines and /
or reputational
damage.
Our Sustainability Strategy, launched in 2019, is fundamental to our mitigation plan for this risk as
many of the actions required are part of that strategy implementation. As for the last two years, the
progress on delivery of our strategy is detailed in our 2020 Sustainability Report that is published
simultaneously with our Annual Report. Covid did impact our progress with actions during the year
because of plant closure and other disruptions, and also because we had to halt any activities that
required internal or external visitors on our sites. This impacted plant audits and effluent testing
routines. During Q4 we were able to resume normal activities in some locations, but there are
ongoing disruptions in some sites and these are likely to continue in early 2021. Detailed below
are the principal actions taken during 2020 that impact on this risk.
We are implementing a harmonised global system to effectively manage our energy and
environmental impacts in a documented, systematic way. This includes an environmental
management system (EMS) aligned to ISO 14001 and an energy management system aligned
to ISO 50001 with many elements of the EMS now digitised.
We improved our monitoring and measurement platform for sustainability reporting to incorporate
a digital analytical tool that assists us to perform deep dives on sustainability metrics down to
manufacturing site level. This allows us to target underperforming sites whilst using best practice
from those sites consistently meeting interim targets. Together with the sustainability projects tracking
application, these tools will help us meet our 2022 sustainability targets for water, energy and waste.
We completed Environmental Health and Safety (EHS) legal compliance audits and raised findings and
compliance actions for all of our global manufacturing units using our compliance tracking application
thereby improving our compliance to EHS legal requirements. We also manage all environmental
permits and licences we hold in each country we operate in on the permits management application.
Our environmental incident application ensures that we have a consistent and transparent way of
managing environmental incidents that occur and implementing corrective and preventative actions
to prevent reoccurrence through a risk-based approach.
Online analytical monitoring equipment provides real-time data for our effluent treatment plants that
discharge direct to natural waterways to ensure we meet local permit conditions and Zero Discharge
of Hazardous Chemicals (ZDHC) limits and to meet our 2022 effluent treatment plant targets.
We already had robust business continuity plans (BCPs) in place before the pandemic. These were
tested and stood up well during Covid in what was clearly a live stress test. But in the spirit of
continuous improvement, we identified and collated all the lessons learned from Covid and used
these to refresh the BCPs to make them even more robust.
Our global Business Continuity Plan includes environmental emergency preparedness and response
plans and we have added an environmental aspects and impacts application to our digitised, global
environmental management system. The environmental aspects and impacts register is essentially
a global environmental risk register for the business.
These environmental and governance measures have contributed to us making further upward
progress in the FTSE4Good Index.
Coats Group plc Annual Report and Accounts 2020
41
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationPRINCIPAL RISKS AND UNCERTAINTIES
CONTINUED
Principal risk
Risk trend
Action / mitigation
3. Operational
Health and
Safety risk
The risk of (i) safety
incident(s) leading to
injury or fatality
involving our
employees or other
interested parties
such as contractors,
visitors, onsite
suppliers, etc. along
with potential
resulting prosecution,
financial costs,
business disruption
and / or reputational
damage; and / or (ii)
physical and mental
health issues,
including as a result
of the Covid
pandemic, impacting
wellbeing,
engagement,
productivity and
talent retention.
Bribery and anti-
competitive
behaviour risk
The risk of breach of
anti-corruption law
or competition law
resulting in material
fine and / or
reputational
damage.
Increasing
The Board has continued to receive and discuss with management – as a priority at each Board
meeting – detailed reviews of health and safety performance and monitoring of progress against
established annual health and safety targets and objectives. Senior management and employees
throughout the Group likewise remain intently focused on creating an injury-free work environment.
Following the great safety successes of our Journey to Zero strategy launched in 2019, the deeply
embedded health and safety culture served as a solid foundation and it continued with nearly 40,000
preventive actions completed, and 518,000 H&S training hours in 2020. It also enabled a rapid and
effective response to the Covid pandemic.
The widespread Covid pandemic posed significant health risk to the Coats workforce throughout
the year. These risks were quickly mitigated through world-wide implementation of a pandemic
response plan based on the international emergency management principles of Preparedness,
Prevention, Response and Recovery (PPRR). The PPRR plan was implemented and deployed two weeks
before the pandemic was declared and included comprehensive case tracing. All health and safety
efforts were focused on two main fronts, (1) prevention of virus spread within the workplace, and (2)
prevention of transmission to employees from outside of the workplace. The early action we took
to change working practices, introduce safety measures and track contacts to four levels meant that
we did not have a single confirmed case of infection transmission happening in our operations, and
a small handful of infections where the source is unconfirmed and could have occurred on site. The
results of our prevention efforts within the workplace were widely successful and will continue into
2021. Despite these efforts, 14 of our employees contracted Covid outside of the workplace and
sadly died.
In 2021, continuing our effective pandemic response and recovery will be our primary focus.
Additionally, the Group has set specific targets and objectives to reduce other health and safety
risks as well. The Journey to Zero campaign will continue and the Group will continue to refine this
approach to identify and mitigate key health and safety risks and to further increase the Group’s
focus on creating an injury-free environment. See pages 23–27 for more information.
The Group continues to maintain clear and well publicised policies and processes, spanning bribery
and anti-competitive behaviour along with a number of other ethics issues, including in relation to
partners, contractors and suppliers. These are reinforced through a comprehensive Supplier Code
(covering initial due diligence processes, onboarding, training, ongoing compliance and auditing).
These policies are reviewed annually. There is extensive online and face-to-face training and regular
communications through a range of channels, including through our global ethical culture champions
network. During the pandemic, the ethical culture champions were asked to emphasise key ethical
messages in light of the potential heightened risk of corruption during these uncertain times. A
sub-committee of the GRMC comprising key business and functional leaders meets quarterly to
consider a range of ethics risks (including key risk indicators for those risks), legislative and regulatory
developments and mitigation plans.
The Group actively maintains a whistleblower system, enabling employees and others who are aware
of, or suspect, unethical behaviour to report it confidentially. Awareness of the system, together with
the risks and the policies, has been increased through an ongoing Ethical Culture Campaign which
operates at a Group and local level. See pages 23–27 for more details. Raising awareness of this risk
is a priority for the Group and it was encouraging that the Group Communications team won the
Gold award for Best Use of Social Media at Communicate Magazine’s Internal Communications and
Engagement Awards for Global Ethics Day 2020, demonstrating that the Group is at the forefront
of proactive engagement in its ethical business training for employees across the business.
Stable
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Risk trend
Action / mitigation
Stable
The funded UK pension scheme is overseen by its Trustee Board, which is required to have the
appropriate knowledge and understanding in this area. Independent professional Trustee Directors
are appointed to the Trustee Board to provide additional expertise. In particular, professional
investment advice is taken as necessary; investment strategy aligns with funding objectives; and
scheme assets are diversified accordingly.
The Group has agreed ongoing annual deficit recovery payments effective from 1 April 2019 and
these are payable until 31 December 2028. The Scheme’s next triennial valuation will have an effective
date of 31 March 2021. The impact of Covid has been largely mitigated through diversification,
risk management and interest rate hedging. The Coats UK Pension Scheme is currently over 85%
(2019: 80%) hedged against interest rate and inflation movements by reference to the Technical
Provisions liability.
The Group and the Trustee Board routinely review de-risking of the scheme through liability
management and investment strategies. The de-risking framework in place also enables the pension
scheme to take advantage of any out-performance.
See note 10 on pages 134–143 for more details.
Stable
The Board continues to monitor developments very closely and oversees the strategy in relation to
the Lower Passaic River proceedings.
4. Legacy risks
Pension scheme
deficit funding risk
Risk of potential
volatility in UK
pension gross
liabilities and total
assets leading to
increased annual
cost of repair plan to
fund deficit (which
could impact one or
more of free cash
flow and dividend
payments).
Lower Passaic
River legacy
environmental
matter risk
Detail of the Lower
Passaic River legacy
environmental
matter can be found
in note 28 on pages
158–159.
Coats Group plc Annual Report and Accounts 2020
43
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationPRINCIPAL RISKS AND UNCERTAINTIES
CONTINUED
The Group’s strategic objectives and associated principal risks are
underpinned by an annual budget and Medium Term Plan process,
which comprise financial projections for the next three years
(2021–2023). The Medium Term Plan represents a common process
with standard outputs and requirements at the Group level. The
Board reviews the Medium Term Plan annually. Although this period
provides less certainty of outcome, the underlying methodology is
considered to provide a robust planning tool against which strategic
decisions can be made.
The Directors have taken into account the Group’s current position
and the potential impact of the principal risks as set out on pages
36–43 as well as other risks that could crystallise during the medium
term. The Directors also considered the Brexit risk which sits within
the Group’s principal Economic Risk, but for the reasons set
out on page 38 in the principal risks table, did not include that
element within the set of risks specifically modelled in preparing
this statement.
After assessing the potential impact of the principal risks, a severe
but plausible scenario relating to the global economic environment
was modelled. The Directors have also taken into account a number
of assumptions that they consider reasonable within these
assessments including:
• The assumption that funding facilities will continue to be
available throughout the period under review: the core US
private placement borrowings are due in 2024 and 2027,
the revolving facility matures in 2022 and it has been assumed
that the revolving facility will be successfully renewed in 2021;
• The assumption that following a material risk event, the Group
would adjust capital management to preserve cash; and
• The assumption that the Group will be able to mitigate risks
effectively through other available actions.
Based on this assessment, the Directors have a reasonable
expectation that the Group will be able to continue in operation
and meet its liabilities as they fall due over the period of
the assessment.
Key risks
In addition to these principal risks, the Group has also identified
a number of key risks. These are monitored by the GET and the
GRMC, who receive regular updates, and periodic deep dives,
on them from the risk champions assigned to each risk.
An example of such a key risk is the risk of disruption to our
business operations as a result of events such as pandemics,
fire or water shortages, or natural catastrophes (flood, hurricane,
monsoon, earthquake, etc.). Discussions on this risk, and the steps
taken to mitigate it, include regularly stress testing the business
continuity plans prepared by units and functions across the Group
to ensure we are able to respond quickly and effectively to any
such event.
The recent outbreak of Covid resulted in these business continuity
plans being activated, including the immediate implementation
of procedures to protect our employees and anyone entering our
premises, and actions to limit the financial impact on the business
and proactively leverage our global footprint and supply chain
to provide the best possible service to our customers.
The list of key risks also includes a number of potential disruptive
risks arising from, for example, new competitors and new
technology. The GET, GRMC and Board, as appropriate, continue
to monitor these potential disruptive risks and also the opportunities
that these may present. See page 44 for more information.
Emerging risks
The 2018 UK Corporate Governance Code, which came into effect
from 1 January 2019, requires Boards to assess emerging risks in
addition to principal risks. In adherence with this, we have
integrated emerging risks into our current risk management
practices monitoring the internal and external business environment
to identify and review new and emerging risks to the Group.
The Board and management continue to remain alert to emerging
risks. These are identified through internal discussions and
experiences as well as conversations with external third parties and
insights from observing and reflecting on the broader environment
in which the Group operates.
Long Term Viability Statement
In accordance with provision 31 of the revision of the 2018
UK Corporate Governance Code, the Directors have assessed
the longer-term viability of the Group over the period to
December 2023.
The Directors’ assessment has been made with reference to the
Group’s current position and prospects, as detailed in the Strategic
Report. This takes into account the Group’s business model,
strategy, approach to allocating capital and the potential impact of
the principal risks and how these are managed. The Directors have
also considered committed finance facilities which, following the
refinancing exercise concluded in December 2017, have maturities
which range from approximately 21 months to over five years.
44
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationOPERATING REVIEW
Revenue2
By segment
Apparel and Footwear
Performance Materials
Total
By region
Asia
Americas
EMEA
Total
Adjusted operating profit2,3
By segment
Apparel and Footwear
Performance Materials
Total adjusted operating profit
Exceptional and acquisition related items
Operating profit5
Adjusted operating margin2,3,4
By segment
Apparel and Footwear
Performance Materials
Total
2020
$m
2019
$m
Inc/(dec)
%
2019
CER1
$m
CER1
inc/(dec)
Organic1
inc/(dec)
%
%
823
341
1,163
629
315
219
1,163
96
15
111
(7)
103
1,063
326
1,389
800
323
266
1,389
156
42
198
(7)
191
(23)%
5%
(16)%
(21)%
(3)%
(17)%
(16)%
(39)%
(64)%
(44)%
(46)%
1,038
318
1,356
790
306
259
1,356
(21)%
7%
(14)%
(20)%
3%
(15)%
(14)%
(21)%
(14)%
(19)%
(20)%
(19)%
(15)%
(19)%
155
41
195
(38)%
(63)%
(43)%
(38)%
(61)%
(43)%
(45)%
(44)%
11.60% 14.70% (310)bps
14.90% (330)bps
(330)bps
4.40% 12.80% (840)bps
12.80% (830)bps
(700)bps
9.50% 14.30% (470)bps
14.40% (490)bps
(420)bps
1 2019 figures at 2020 exchange rates. Organic on a CER basis excluding contributions from bolt-on acquisitions (Pharr HP and ThreadSol).
2 Includes contribution from bolt-on acquisitions made during the period.
3 On an adjusted basis which excludes exceptional and acquisition-related items.
4 Organic adjusted operating margin: Group 10.2%, Performance Materials 5.8%.
5 Reported operating profit margin 8.9%
2020 Results overview
Group revenues decreased 16% on a reported basis, as all markets
were impacted adversely by the Covid pandemic. On a CER basis,
Group revenues reduced 14%, which was 2% better than the
reported rate of decrease as a result of year-on-year currency
translation headwinds (notably Brazilian Real, and Turkish Lira). On
an organic CER basis, revenues declined 19% as a result of the 5%
contribution from the acquisition of Pharr High Performance Yarns
(Pharr HP) which was completed in February. In the second half
of the year we saw a continued improving trend in demand with
organic revenues down 12%, including most recently an exit rate in
November/December of 5% down year-on-year on an organic basis.
Group adjusted operating profit decreased 43% to $111 million on
a CER basis (2019: $195 million on a CER basis). Adjusted operating
margins were down 490bps to 9.5% (2019: 14.4% on a CER basis)
and included an improving trend in the second half (H2 12.2%).
Group organic adjusted operating profit also declined 43%, in line
with the CER decline due to the small loss made by Pharr HP in the
period since ownership, as the volume impacts seen at a Group level
also impacted Pharr HP.
Excluding the expected dilutive effect on overall Group margins
from Pharr HP (4% operating margin business pre-acquisition),
Group organic operating margins decreased by 420bps to 10.2%
(vs a 490 bps reduction to 9.5% on a CER basis).
Adjusted earnings per share (EPS) for the year decreased to 2.4
cents (2019: 7.0 cents). This reduction was due to the significant
decline in adjusted profit before tax (down 50% year-on-year),
and the increase in the effective tax rate to 39% (2019: 29%).
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Apparel & Footwear (A&F)
A&F segment overview
Our Apparel & Footwear business demonstrated market leading
resilience and agility as the industry suffered the significant impact
of Covid which saw large scale order cancellations from retailers,
manufacturing slowdowns and accelerated high street bankruptcies.
We pivoted quickly to supporting our customers, to cash
management and to ensuring a safe operational environment for
our employees and then, as conditions improved, to customer
engagement and service leadership. Revenues were 21% below
2019 but in spite of this we broadly maintained price, realised
customer wins and made progress in the China domestic market.
As the year progressed, sales started to improve, with the exit rate
down 7% (on a CER basis) for November and December vs down
29% in H1 2020 and down 15% in the four months to October
2020. Our relationships with key customers, retail segments and
geographies position us strongly to win the recovery.
During the course of 2020 several recent market trends accelerated.
These include the polarisation of demand (for example due to
casualisation and digital online adoption), demand shift from
West to East with the domestic China Apparel & Footwear market
expected to outgrow both Western Europe and North America by
2024, continued supplier consolidation, an enhanced sustainability
focus with recyclable fibres and threads to become part of
‘standard’ demand, nearshoring, changing customer needs
(‘speed’) and aggressive digitisation of the supply chain.
Customers need to build greater resilience in their sourcing
networks, to rebalance their supply chains geographically, to
fast-track digital investments and to increase their commitment
on sustainability. Coats, as the global leader and trusted partner of
the industry’s biggest names, is uniquely positioned to benefit from
these accelerated trends. They align to our existing strengths and
further confirm our operating model as we leverage our global
footprint, flexibility, innovation and sustainability credentials and
digital tools to deliver exceptional customer service.
A&F revenue
Revenues in our A&F business were down 21% (down 23%
reported) as a result of the impacts of Covid seen firstly during H1
as wider global lockdown measures took hold. As the pandemic
spread around the globe, we saw large scale order cancellations /
deferrals from brands and retailers which had a significant impact on
demand from late March and throughout Q2. In April and May the
business was also significantly impacted by lockdown measures in
some of our key markets including India and Bangladesh. However,
as global lockdown measures eased, we saw an encouraging and
consistent improvement in demand throughout the second half as
production restarted at manufacturers and confidence gradually
returned. Demand through our second half peak season was
encouraging, and most recently we saw a further improvement
in the November / December exit rate of 7% down year-on-year.
Despite the very difficult market conditions we faced from Covid,
we took a customer focused approach throughout the year in order
to support our partners and provide reliable sourcing. Our long
standing and deep customer relationships with retailers and brands
and the ‘peace of mind’ we provide as a supplier is even more
important at times such as this, as supply decisions increasingly
factor in quality, reliability, reputation and sustainability credentials.
A number of our existing key competitive differentiators have
come even more to the forefront, such as our speed of supply,
both through geographical proximity of our sites to our customers
(Coats has the largest manufacturing footprint globally with c.40
A&F sites) and our digital tools (e.g. the Coats digital sampling tool
and online ordering platform) which take human touch points out
of the supply process.
Our global footprint also proved advantageous as country-wide
lockdowns meant even more accelerated shifts in country sourcing
patterns and this was seen throughout the year, such as during
the initial Q1 shutdowns in China, which saw accelerated shifts in
volumes to Vietnam. Furthermore, our in-house technical expertise
provided significant support to our customers, and our industry
reputation for reliability (including compliance and sustainability)
meant we became even more of a trusted partner during this
difficult period. Whilst revenues were significantly impacted,
our approach yielded a number of customer share gains.
By sub-segment, we saw a broadly consistent impact across our
portfolio. A&F thread revenues (c.85% of segment revenue) were
down 21% year-on-year, and Zips and Trims revenues (c.10% of
segment revenues) were down 22%, both in line with the wider
segment sales decline. Latin America Crafts (4% of A&F sales)
performed resiliently, with revenues down 10% year-on-year,
and with growth in the second half of the year. Our Coats Digital
business (1% of A&F revenue) was down 30% year-on-year,
primarily due to the impact of Covid, but current booking levels
are showing an encouraging improving trend.
A&F profit and margin
Adjusted operating profit for A&F declined 38%, compared to the
Group decline of 43% and organic adjusted operating margin was
down 330bps to 11.6% compared to the Group decline of 420bps
to 10.2%.
A&F margins were less impacted in the year despite higher volume
declines as a result of Covid, due to the relative larger scale of the
A&F business and the ability to greater flex the manufacturing
footprints of these sites accordingly to limit the downside volume
impact. This led to significant margin normalisation within A&F in
the second half (H2 operating margin: 15.2%), albeit included some
benefit from non-recurring items in relation to discretionary cost
saving actions.
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationPerformance Materials (PM)
PM segment overview
Our PM business operates in five key market segments; Telecoms
and Energy (15% of segment sales), Personal Protection (40%),
Transportation (10%), Household and Recreation (20%), and Other
Industrial Applications (15%). Revenues were heavily impacted by
Covid during the year, albeit to a lesser extent than in Apparel &
Footwear, due to the portfolio of end uses that the business is
exposed to.
PM organic growth since 2013 of mid-high single digits (excluding
2020 which was impacted by Covid) has been driven by strong
growth in Personal Protection and Telecoms and Energy. In February
2020 we acquired Pharr HP, which is exposed to a number of
cyclical end uses. The Personal Protection segment is a naturally
volatile component of the business due to its end-uses, but it
remains a structural medium-term growth driver for PM,
underpinned by attractive industry fundamentals such as increased
worker protection, industry regulation as well as the need for
comfort with multi-hazard protection. The cyclicality in Personal
Protection has been exacerbated by Covid disruption which has led
to a slowdown in spending on flame-retardant protective garments
for military and firefighters as capital is redeployed to address
the pandemic.
Other end uses such as Telecoms and Energy, Transportation
and Household and Recreation performed resiliently, returning to
strong growth in the latter part of the year. Our customer focused
approach continued to yield benefits with a number of notable
customer wins, for example in the Transportation sector with
customers such as a major European Tier 1 automotive supplier
as part of a new platform for a well-known German OEM, where
we won the thread contract for a new front-wheel drive platform
vehicle programme which we expect to last c.10 years.
In 2021, we will continue to lead with innovation, developing
highly-engineered products to create solutions for our customers
in both existing and new markets. We expect that the recovery
in PM will be driven by trends such as the 4G and 5G roll out
(Telecoms and Energy) and increasing demand for light-weighting
and electrification from automotive customers (Transportation).
This will be offset somewhat by a slower recovery in Personal
Protection, as this is partly dependent upon the recovery of
both military and firefighter spend.
PM revenue
PM revenues grew 7% on a CER basis (5% reported), consisting
of an organic decline of 14% and a 21% contribution from the
acquisition of Pharr HP which was acquired in February. As with
A&F, PM was significantly impacted throughout the year by the
demand and supply disruption from Covid but has also seen an
encouraging and improving trend with year-on-year organic sales
exit rate down only 2% in November / December.
Organic sales growth performance in the year was underpinned
by relatively robust performance in Household and Recreation as
demand for home-based products remained resilient during the
year (e.g. bedding). Transportation revenue showed an encouraging
improving trend, returning to growth in the second half of the year,
as the industry saw some restocking alongside the impact of new
customer wins. In addition, the Other Industrial Applications
end-use sub-segment performed well as demand for products used
in a number of these niche areas remained robust (e.g. feminine
hygiene). Telecoms and Energy, having had a slower Q3 returned
to growth in Q4 as demand returned quickly to the sector. Sales in
Personal Protection were slower in the second half as set out above.
PM profit and margin
Organic adjusted operating profit declined 61%, compared to the
Group decline of 43% and at an organic adjusted operating margin
level, PM margins were down 700bp to 5.8%, compared to the
Group decline of 420bps to 10.2%.
PM organic margins (down 700bps to 5.8%) were affected by
significant volume impacts from Covid, the relatively lower scale
compared to A&F, some negative customer/product mix, as well
as industry labour availability issues in the US in H2. Furthermore,
the dilutive effect of Pharr HP (140bps on segment margins and
70bps on Group margins) resulted in PM margins being 840bps
down year-on-year to 4.4%. Whilst some recovery in 2021 is
expected, margins will continue to be impacted by the relatively
lower scale compared to A&F, industry labour availability issues
in the US, and the Pharr HP margin dilution. As a result, it is
anticipated that 2021 operating margins in PM will be in the mid
to high single digits range.
Geographical performance
By geography, we saw broadly similar organic declines across all
territories due to the Covid impact. Alongside the direct demand
impact on our end-markets, we also saw significant supply
disruption during Q2, with 18 of our c.50 manufacturing facilities
being subject to enforced government closure at the peak of the
global lockdowns in April. Since early May the vast majority of sites
were open for the remainder of the year.
In Asia, which is predominantly an A&F business, we saw revenue
decline by 20%, driven by key Apparel & Footwear markets,
although performance varied quite widely country by country. For
example, in India, there was a period of around six weeks where all
six of our manufacturing facilities were subject to enforced closure,
and demand was still being heavily impacted during Q2 and Q3;
however, we saw an encouraging improvement in demand later in
the year. Our China operations were significantly affected in Q1 as
the initial Covid impact occurred, and continued to see some impact
throughout Q2, but saw a relatively stronger recovery in H2 as the
country started to recover out of the pandemic. Conversely, our
Vietnam operations performed relatively well throughout 2020 as a
result of being less impacted by the pandemic and being a reliable
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FINANCIAL REVIEW
and attractive alternative sourcing solution to other key Asia A&F
markets during the most significant disruption from the pandemic.
Our Bangladesh operations were significantly impacted by the
lockdowns in the European retail markets which they are reliant
upon as well as rolling local lockdowns for a significant part of
the year but showed encouraging signs of a recovery in H2.
Our America business showed organic declines of 19% in the year,
which was initially driven by weak A&F sales in Latin America (in
particular Mexico and Brazil), however in the second half of the year
we saw a strong improvement particularly in the Crafting business
which returned to year-on-year growth, as well as in Brazil and
Mexico. Having performed relatively robustly in the first half, PM
revenues were slower in the second half of the year mainly due
to demand in the Personal Protection business (primarily a North
America business), as referred to earlier.
In EMEA, revenue declined by 15%, driven by PM which performed
slightly better than A&F, as well as near-shoring in A&F as customers
sought to bring their supply chains closer to home. Certain markets
were hit hard by the pandemic such as our Italian and German zips
businesses. We saw encouraging signs of recovery in a number of
markets in the second half, in particular within Telecoms and E
nergy and in Transportation, and in markets such as Turkey, Spain,
Hungary and Poland.
Revenues
Group revenues decreased 16% on a reported basis, as all markets
were impacted adversely by the Covid pandemic. On a CER basis,
Group revenues reduced 14%, which was 2% better than the
reported rate of decrease as a result of year-on-year currency
translation headwinds (notably Brazilian Real, and Turkish Lira).
On an organic CER basis, revenues declined 19% as a result of the
5% contribution from the acquisition of Pharr High Performance
Yarns (Pharr HP) which was completed in February. All commentary
below is on a CER basis unless otherwise mentioned.
As previously reported, Group H1 organic revenues were down
26%, which was primarily driven by the impact of Covid in Q2
where revenues at a Group level were down 45% on an organic
basis, as we faced severe demand and supply impacts. In the second
half of the year we saw a continued improving trend in demand
with organic revenues down 12%, including most recently an exit
rate in November / December of 5% down year-on-year on an
organic basis.
Operating profit
At a Group level, adjusted operating profit decreased 43% to $111
million on a CER basis (2019: $198 million on a reported basis) and
adjusted operating margins were down 490bps to 9.5% (2019:
14.3% on a reported basis). The table below sets out the movement
in adjusted operating profit during the year:
$m
Margin %
2019 adjusted operating profit
Volumes impact (direct and indirect)
Pricing / Mix
Raw material deflation
Other inflation
Productivity benefits (manufacturing and
sourcing)
Lower SD&A
2020 adjusted operating profit (organic)
Impact of Pharr HP dilution
2020 adjusted operating profit
Exceptional and acquisition related items
2020 reported operating profit
198
(144)
(7)
15
(13)
16
47
112
(1)
111
(7)
103
14.3%
10.2%
9.5%
8.9%
The direct and indirect volume impact of the Covid disruption,
particularly in H1, was a significant headwind on margins in the
year, as lower utilisation of factories led to an under recovery of
manufacturing overheads. Management took quick and decisive
actions over the manufacturing cost base to minimise the impact
of these volume headwinds, and as activity increased in the second
half this significantly reversed the H1 negative leverage impact on
our operations, particularly in A&F. These actions included
temporarily flexing our manufacturing footprint to ensure the lower
volume levels were most efficiently run through the site network
(including flexing opening days and numbers of shifts).
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationWe experienced negative mix in the period, in particular
in PM, alongside broadly maintaining price despite raw material
deflationary benefits from the lower oil price. Other structural
inflationary pressures continued (e.g. wages and energy), which
were again more than offset by productivity benefits across
manufacturing and sourcing. In 2021, as a result of increasing
oil prices in the latter part of 2020 we now expect to incur some
year-on-year inflationary headwinds on raw material costs, in
addition to the ongoing structural inflationary pressures we face.
As in previous years we will look to offset these inflationary
pressures with productivity benefits and pricing, although we
also expect to see some pressure on freight costs as a result
of container availability which may be more difficult to offset.
The above impacts, albeit predominantly the negative volume
impact, severely impacted gross margins in the period which were
down 300bps on an organic basis (480bps down on a CER basis
including the anticipated initial dilutive effect of the Pharr HP
acquisition). In addition to gross margin actions, we also moved
decisively to underpin our SD&A cost base by minimising
discretionary spend (for example travel, staff bonuses, Long Term
Incentive Plans and consulting costs) and variable costs of selling,
although we expect most of these savings to reverse in 2021.
Despite these significant actions, and largely as a result of the
large volume decline in Q2, the Group’s operating margins were
significantly impacted in H1 (H1 6.4%). However, as volumes
returned to the business, we saw a significant increase in
profitability with $76 million of adjusted operating profit delivered
in H2 (at an operating margin of 12.2%).
Group organic adjusted operating profit declined 43% in the year,
in line with the CER decline due to the small loss made by Pharr HP
in the period since ownership, as the volume impacts seen at a
Group level also impacted Pharr HP. Including the expected dilutive
effect on overall Group margins from Pharr HP (4% operating
margin business pre-acquisition), Group operating margins
decreased by 490 bps to 9.5% on a CER basis (vs a 420bps
reduction to 10.2% on an organic basis).
On a reported basis, Group operating profit (including exceptional
and acquisition-related items) decreased 46% to $103 million
(2019: $191 million). See below for a breakdown of these
exceptional items, which primarily relate to non-cash impairment
items. Exceptional and acquisition-related items are not allocated
to segments, and as such the segmental profitability referred to
above is on an adjusted basis only.
Foreign exchange
The Income Statement on a reported basis was impacted by the
relative strength of the US Dollar compared to 2019. As the Company
reports in US Dollars and given that its global footprint generates
significant revenues and expenses in a number of other currencies,
a translational currency impact can arise. This resulted in a decline
of 16% in reported revenues year-on-year, which is a 2% translation
headwind when compared to the 14% revenue decline on a CER
basis. At an adjusted operating profit level, the translation impact was
less where the reported decline of 44% compared to a 43% decline
on a CER basis. The main currency impact on adjusted operating
profit was the strengthening US Dollar against the Indian Rupee
and Turkish Lira. At current exchange rates (31 December 2020) we
expect a small translation tailwind on revenues for the Full Year 2021.
Free cash flow
The Group delivered an adjusted free cash flow of $28 million in
the year (2019: $107 million) which despite being significantly down
year-on-year was a robust performance in a period of significant
operational disruption and reduced operating profits. Underpinning
measures were quickly put in place, including reduced capital
expenditure ($15 million in the year; 2019: $44 million), and a
heightened focus on controlling working capital.
Acquisition of Pharr High Performance Yarns (Pharr HP)
On 10 February 2020, the Group completed the acquisition of the
business and assets of Pharr HP, a market-leading manufacturer of
high-performance engineered yarns based in North Carolina, US,
and as such the results for this year include around ten months
of Pharr HP results ($67 million revenue).
Whilst revenues for Pharr HP in the period were severely impacted
by Covid due to overall demand in the US Personal Protection
sector, we remain confident in the opportunity this acquisition
presents us to continue to build a leadership position and scale
in this sector which over the medium term is expected to deliver
attractive growth (as noted earlier). Despite the impact of Covid we
have progressed our integration plans with the wider PM business
and Group, including implementing SAP into the business from
1 January 2021.
Non-operating results
Adjusted earnings per share (‘EPS’) for the year decreased to
2.4 cents (2019: 7.0 cents). This reduction was due to the significant
decline in adjusted profit before tax (down 50% year-on-year),
and the increase in the effective tax rate to 39% (2019: 29%). The
50% decline in adjusted profit before tax was due to the decline in
adjusted operating profit (44% at reported rates), and a net interest
charge which was $3 million lower year-on-year (see below for
further details).
Net finance costs in the year were $24.8 million (pre-exceptional),
a $3.1 million decrease year-on-year (2019: $27.9 million). The key
driver of the decrease in net finance costs in the year was a $3.3
million reduction in interest on bank borrowings due to lower
interest rates and lower corporate facility utilisation compared to
2019. The $5.7 million mark-to-market foreign exchange loss on
forward hedging contracts seen in the first half of the year (due
to sterling weakness in H1) largely reversed in the second half as a
result of subsequent sterling strengthening in the latter part of the
year ($1.3 million loss at 31 December 2020) and only had a small
adverse impact when compared to 2019.
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The taxation charge for the year was $37.4 million (2019: $50.5
million). Excluding the impact of exceptional and acquisition-related
items and the impact of IAS19 finance charges, the effective tax rate
on pre-tax profit was 39% (2019: 29%). This rate increase was
driven by the significant impact of Covid including withholding
taxes that were still incurred at broadly historic levels as the payment
of these amounts are not always directly linked to the lower level
of operating profits. In addition, deferred tax assets in certain
loss-making jurisdictions have not been recognised.
As the Group’s operations and profit mix normalise following
the Covid crisis, the Group’s effective tax rate is expected to return
to pre-crisis levels over time (2019 full year effective tax rate: 29%),
and this was evidenced by the full year tax rate of 39% (H1
estimated full year tax rate: 48%). In 2021, at the current rate
of anticipated normalisation of profit mix we would anticipate
a full year effective tax rate in the range of 32–34%.
The reported tax rate was 47% (2019: 30%), which includes the
impact of exceptional and acquisition related items (including
non-cash impairment charges incurred in the year due to Covid,
which attracts zero tax relief).
Profit attributable to minority interests was $15.8 million and
was predominantly related to Coats’ operations in Vietnam and
Bangladesh (in which it has controlling interests). This was 21%
below the 2019 level ($20.1 million) which reflects the relative
strength of performance of those territories during the year (in
particular Vietnam, which was relatively less impacted by the
pandemic), compared to the wider Group.
Exceptional and acquisition-related items
Net exceptional and acquisition-related items before taxation
were $6.8 million in 2020 (2019: $4.4 million). This consisted of a
$4.9 million charge in relation to the non-cash impairment of assets
(including Plant and Machinery) at certain smaller European markets
whose short-term financial performance and medium-term outlook
has been impacted by Covid, and acquisition related items of
$4.0 million (2019: $2.2 million). These were offset by a $1.4 million
profit ($2.8 million cash proceeds) in relation to the sale of surplus
property in Korea (part of the Connecting for Growth
reorganisation programme).
The acquisition-related items of $4.0 million consisted of the
amortisation of intangible assets acquired ($3.2 million), and
acquisition earnouts ($0.8 million).
In the taxation line, exceptional items of $2.2 million predominantly
related to $1.9 million of deferred tax assets which are no longer
recognised due to the impacts of Covid and $0.3 million tax on
exceptional income in Brazil following a successful legacy tax
claim last year.
Cash flow
The Group delivered $28 million of adjusted free cash flow in 2020
(2019: $107 million). This free cash flow measure is before annual
pension deficit recovery payments, acquisitions and dividends,
and excludes exceptional items.
This adjusted free cash flow performance was lower than 2019
($107 million) as a result of significantly lower adjusted operating
profit, well controlled but higher net working capital outflows
($26 million outflow vs $6 million outflow in 2019), with some
offset from lower capital expenditure of $15 million (2019: $44
million). Minority dividend payments of $18 million were incurred
(broadly in line with 2019) as we accelerated the repatriation of cash
from local operations to the Group in order to prudently manage
corporate headroom and ensure comfortable levels of liquidity
around the Group.
Tax paid was $46 million and in line with 2019, due to prior year
tax settlements (for example a tax settlement in China that was
provided for in 2019 and settled in Q1 2020) offsetting the benefit
of the lower P&L tax charge.
The Group generated a free cash outflow of $23 million in the
year (2019: $72 million inflow), which primarily reflects the adjusted
free cash flow of $28 million referred to above, offset by the
consideration paid for the Pharr HP acquisition of $37 million,
as well as UK pension payments of $11 million.
As a result of the above free cash outflow, net debt (excluding
the impact of IFRS 16) as at 31 December 2020 was $181 million
(31 December 2019: $150 million). Including the impact of IFRS 16,
net debt as at 31 December 2020 was $247 million (31 December
2019: $215 million).
Capital expenditure
As previously noted, capital expenditure was significantly reduced
in the year ($15 million) due to Covid, and was related to ongoing
maintenance requirements, critical new product development,
health and safety, and environmental spend.
As we recover out of Covid, and in order to continue to support
our longer-term growth strategy and further reinforce our strong
environmental compliance credentials, we anticipate capital
expenditure to be in the $35–40 million range for 2021. This
includes around $7 million (alongside $5 million operating costs)
in relation to supporting strategic growth initiatives primarily in
our Asian operations.
Pensions and other post-employment benefits
The net obligation for the Group’s retirement and other post-
employment defined benefit liabilities (UK and other Group
schemes), on an IAS19 financial reporting basis, was $226 million
as at 31 December 2020, which was higher than 31 December 2019
($181 million). This increase is primarily due to movements on the
UK scheme.
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Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationIn addition to these specific cash actions we focused even more
closely on working capital management during the year (including
a heightened focus on managing our customer credit risk), reflective
of the difficult macro-economic environment. Our net working
capital remained well controlled in the year, and we saw an
encouraging normalisation in our working capital metrics in the
second half. In 2021 we expect a marginal working capital outflow
as we invest to support the Covid recovery. In addition, bad debt
charges remained at a low level ($3.1 million; 2019: $0.2 million)
as a proportion of Group revenue (below 1%), albeit higher than
recent years, reflective of the macro-economic conditions through
the year.
At 31 December 2020, our leverage ratio (net debt to EBITDA;
both excluding IFRS 16) was 1.2x and remains well within our 3x
covenant limit, and towards the lower end of our target leverage
range of 1–2x. Our interest cover covenant also maintained
significant headroom at 31 December 2020 at 8.5x vs a covenant
of 4x. These covenants are tested twice annually at June and
December, and are monitored throughout the year. Committed
headroom on our banking facilities was $330 million at
31 December, a further increase from the comfortable levels
we reported in the H1 results.
Going Concern
On the basis of current financial projections and the facilities
available, the Directors are satisfied that the Group has adequate
resources to continue for at least the next 12 months and,
accordingly, consider it appropriate to adopt the going concern
basis in preparing the financial statements. Further details of our
going concern assessment, financial scenarios and conclusions
can be seen in note 1.
Simon Boddie
Chief Financial Officer
3 March 2021
The Strategic Report comprising pages 1–51 was approved by the
Board and signed on its behalf by the Group Chief Executive.
Rajiv Sharma
Group Chief Executive
3 March 2021
The Coats UK Pension Scheme, which is a key constituent of the
Group defined benefit liabilities, shows a $129 million IAS19 deficit
at 31 December 2020 (£94 million), which is $37 million higher than
at 31 December 2019 ($92 million, £69 million). This increase
predominantly relates to net actuarial losses of $37 million (lower
discount rate assumption due to lower corporate bond yields which
more than offset asset increases), $7 million employer contributions
(excluding administrative expenses), with some offset from other
items (e.g. FX). The IAS19 discount rate remains underpinned by
AA corporate bond yield spreads, unlike the Technical Provisions
basis of valuation (relevant for the triennial valuation process)
which is linked to gilt yields. The company, in conjunction with
the pension trustees, regularly monitors the funding position
of the UK Pension Scheme.
In agreement with the trustees of the Coats UK Pension Scheme,
and as part of the wider Covid underpinning actions, we agreed
to defer the remaining deficit recovery payments for 2020 (April–
December inclusive), to provide an additional c.$21 million of
headroom cover during this year. The catch up of these payments
are currently anticipated to commence in mid-2021 and be evenly
spread over a period of around 18 months. We continued to pay the
scheme administrative expenses during this time (c.$5 million p.a.).
As a result, total payments in 2021 are expected to be around
$42 million (which includes $9 million in relation to the start
of the catch-up of the 2020 deferred contributions).
The effective date for the next UK scheme triennial is 31 March
2021, and this will be required to be finalised by no later than
30 June 2022.
Balance Sheet and Liquidity
The Group continued to focus on cash, liquidity and working capital
management as one of its priorities throughout the Covid crisis, in
order to ensure it remained in a strong financial position, and to be
well placed to navigate through the current environment safely and
emerge even stronger when it passes.
Group net debt (excluding IFRS 16) as at 31 December 2020 was
$181 million ($247 million including IFRS 16), which was higher
than the same point in 2019 ($150 million), and reflects strong cash
management, the acquisition of Pharr HP ($37 million), and UK
pension payments ($11 million; being Q1 deficit recovery payments
and full year administrative expenses). Excluding the acquisition
of Pharr HP net debt reduced year-on-year.
When the Covid crisis initially hit, the Group moved quickly to take
action to underpin liquidity and maintain comfortable levels of
headroom. These actions include reducing our full year 2020 capital
expenditure by c.65% to $15 million (2019: $44 million), cancelling
our final FY19 dividend, and agreeing with our UK pension trustees
the deferral of all remaining deficit recovery payments in the year
from April (c.$21 million).
Coats Group plc Annual Report and Accounts 2020
51
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationCHAIRMAN’S INTRODUCTION
Dear Shareholder,
Good governance is the thread that runs through the centre of
Coats. 2020 has been a year of exceptional change and the Board’s
role in providing effective leadership and delivering long-term
sustainable value to our shareholders has never been more
important. This year, we looked again at our purpose and you can
read about how we reviewed this and the outcome on page 22.
Having a clear and shared purpose, and a strong and consistent
approach to governance, underpinned by our values and our
culture, helped us work with all our stakeholders to weather
the storm and deliver our strategic goals.
In 2019 the Group Risk Management Committee (‘GRMC’) agreed
that climate change should be included in the Group Risk Register
as an emerging risk. During 2020 the Company evaluated the
impacts of climate change risks and opportunities on the business,
strategy and financial planning and agreed that climate change
should be recategorised as one of our principal risks. You can read
more about the results of this evaluation and the implications
on page 40.
This Governance section of the 2020 Annual Report contains an
overview of the roles and responsibilities of the Board and its
Committees together with a summary of the activities undertaken
during the course of the year ended 31 December 2020.
Covid response and our stakeholders
Engagement with our stakeholders remains an important task for the
Group and assists us in understanding their views. Our stakeholders’
views are a key consideration for the Board when making business
decisions. The Board has considered the impact of Covid on all of our
stakeholders and has endeavoured to communicate with each group
throughout these difficult times. You can read more about how we
have communicated with our workforce on page 25. Through our
market announcements, we have ensured that all investors are
informed of the impact the virus had, and is continuing to have, on
our business. In March 2020 we announced that we would not be
paying the final dividend for the 2019 financial year and in August
2020 we announced that the interim dividend for the 2020 financial
year would not be paid to shareholders. While these were very
difficult decisions, these were part of the proactive steps we have
taken to strengthen our balance sheet and maximise liquidity for the
likely duration of the crisis and recovery period beyond. As a result
of the steps that we took during 2020 and the encouraging
recovery out of the pandemic, and given our confidence in the
strategy and outlook for the Group, I am pleased that we are
proposing a final dividend of 1.30 cents per share.
Health & Safety
is our number 1
priority
‘BY RESPONDING QUICKLY AND
GETTING AHEAD OF THE CURVE,
THE COATS TEAM HAS PREVENTED
TRANSMISSION OF COVID WITHIN
OUR FACTORIES AND HAS KEPT
OPERATIONAL IMPACT TO A
MINIMUM. OUR GOAL REMAINS TO
ENSURE THAT OUR COATS FACTORIES
AND OFFICES ARE THE SAFEST
AND HEALTHIEST PLACES FOR
OUR WORKERS.’
SEAN ALVAREZ
GROUP HEALTH & SAFETY DIRECTOR
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationCulture and goals
The Board strongly believes that good governance should be focused
not only on how the Board itself operates effectively but also, and
very importantly, on the culture within which all of our businesses
and employees operate and conduct themselves on a day-to-day
basis. The culture, values and ethics are set and monitored by the
Board as set out on page 61 and led in our operations by the Chief
Executive and the rest of our Group Executive Team (‘GET’) and
senior management teams. The principles of good governance are
embedded throughout Coats and manifest themselves in a number
of different ways, including the following:
• A strong health and safety culture. You can read more about
the work we did to keep our people, customers, suppliers and
visitors to our factories and offices safe on pages 23 and 24.
• The requirement to observe good business practice, including
abiding by all applicable laws and regulations that relate to
our business.
• The provision of mandatory training to all of our businesses on
key legislation and regulations relating to our areas of operation.
• A system of controls and checks underpinned by a rigorous
Internal Audit function and in turn overseen by the Audit and
Risk Committee.
• Regular and embedded risk assessment and monitoring
processes. Please see pages 34 to 44 for more detail about
our approach to risk.
• Encouraging and investigating any disclosures made either
directly or through our whistleblowing hotline available to
employees, subcontractors, suppliers, customers and the
general public. Please see page 75.
Sustainability
Coats is a member of the FTSE4Good UK Index and I am pleased
that we have moved further up the rankings into the top decile in
2020. This recognition of our strong Environmental Social and
Governance (‘ESG’) and Socially Responsible Investing (‘SRI’)
credentials, as detailed in the Working Responsibly section on
pages 23 to 33 of this Annual Report shows our demonstrable
commitment to the environment and communities in which we
operate. We have also published a separate Sustainability Report
which can be found on our website (www.coats.com/sustainability).
In this we have provided an update on the seven ambitious targets
in the five priority areas of water, energy, effluent & emissions,
social and living sustainably that we are aiming to achieve by 2022
and our progress against these. As part of our Remuneration Policy,
approved by shareholders at the AGM in 2020, to reflect the
importance of the sustainability agenda to our business we now
link management remuneration in part to our performance on key
sustainability metrics.
Coats’ leadership ambitions in all our programmes, and the hard
work that has gone into supporting these initiatives, are rightfully
a source of pride to the Board.
Governance
We recognise that good governance requires Board ownership
and accountability for driving the necessary behaviours and culture
that we are striving to achieve at Coats. Underpinned by a strong
purpose, good governance supports the sustainable growth and
superior customer outcomes we are targeting.
This is the second year of reporting under the 2018 UK Corporate
Governance Code (the ‘Code’) and I am pleased to confirm that
Coats has applied the principles and complied with all of the
provisions. The Companies (Miscellaneous Reporting) Regulations
2018 (the ‘Regulations’) and the Code put more emphasis on
engagement with stakeholders, diversity, remuneration structures
and the strengthening of corporate culture. We have enhanced
our disclosures on these throughout this report which I hope
demonstrate the high levels of corporate governance maintained
within Coats.
Diversity and inclusion
The Code rightly continues to stress the importance of diversity
in the composition of an effective Board. I continue to be
committed to bringing diversity in its widest sense to the Board
including gender, ethnicity, diversity of thought, tenure, age,
experience, skills, and geographic, educational, social and
professional background.
Further details on the Board’s Diversity Policy and our wider
approach to diversity and inclusion are contained in the Nomination
Committee report set out on pages 71 to 73 of this Annual Report.
Board effectiveness
The way in which the Board has conducted its meetings has
had to change during 2020, with meetings taking place via video
conference. We reviewed the schedule of our Board and Committee
meetings to make sure these were appropriately timed and you can
read about the impact this had on page 64. We have worked hard
to ensure that our ability to operate effectively has not been adversely
impacted by the changed methods of meeting. In particular, I was
impressed by our seamless transition to a virtual two-day strategy
meeting in September. This year the Board undertook an internally
facilitated effectiveness review in accordance with the requirements
under the Code. The review highlighted a slight decrease in
effectiveness in some areas relative to 2019, as an understandable
consequence of the external environment, but given the context of
the pandemic the results were pleasing overall. Details of the review,
its outcomes and how this will inform the development of the
Board’s objectives for 2021 can be found on page 65.
Coats Group plc Annual Report and Accounts 2020
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationCHAIRMAN’S INTRODUCTION
CONTINUED
Board composition and succession
I am delighted to welcome Jakob Sigurdsson and Jackie Callaway
to the Board. Jakob has more than 20 years’ experience in large
multinational companies. I look forward to introducing Jakob to
shareholders at our upcoming AGM on 19 May 2021 if Covid
restrictions allow. Jackie joined the Board as an Executive Director
in December and brings 25 years’ of industry experience. Jakob’s
and Jackie’s biographies are set out on pages 56 and 58 of this
Annual Report.
The 2020 AGM marked the retirement of Alan Rosling from the
Board. I would like to thank Alan for his insightful guidance and
contribution to the Board over the nine years of his tenure including
setting up and chairing the Digital Advisory Council.
Looking forward, Simon Boddie will step down on 31 March 2021.
I would like to thank Simon for the excellent contribution he
has made to Coats. Amongst his many achievements, he has
strengthened the Finance function, successfully delivered a
Group refinancing package, helped support the Connecting
for Growth global transformation programme and improved
our outsourcing effectiveness.
This is my last Corporate Governance report as Chairman of the
Company. You can read more about the process used to identify
and appoint my successor on page 73 of the Nomination
Committee report. During my tenure, the ways in which we do
business have changed, with a move to digital and an increased
need for speed of delivery. These progressions have caused us to
think and act differently, and develop our processes. I take pleasure
in reflecting on our culture and the commitment to our high
standards of governance that I see at every level and at every site
in the organisation. I know that David Gosnell, who will succeed
me as Chairman in May 2021, will continue to progress these
areas to further enhance our already high standards.
Mike Clasper
Chairman
3 March 2021
‘BEING A SOCIALLY RESPONSIBLE
COMPANY IS IMPORTANT, NOT ONLY
FOR A COMPANY’S BRAND AND
LEGACY, BUT INCREASINGLY FOR
CUSTOMERS, EMPLOYEES AND
THE BOTTOM LINE.’
ECHO LU, NON-EXECUTIVE DIRECTOR
The UK Corporate Governance Code
Compliance Statement
Coats complied with all the relevant principles and provisions of
the 2018 UK Corporate Governance Code (the ‘Code’) during the
course of the year ended 31 December 2020.
Other information relating to the corporate governance
structures is set out over the following pages.
Board leadership and Company purpose
Promoting the long-term sustainable success of
the Company
Generating value for shareholders
Contributing to wider society
Purpose, values and strategy, and how these
and our culture are aligned
Resources available to allow Coats to meet its
objectives and measure performance against
them
Control framework
Stakeholder engagement
Workforce policies and practices
Division of responsibilities
The Chairman
Division of responsibilities
Non-Executive Directors
Information and support
Composition, succession and evaluation
Succession planning
Board diversity
Board evaluation
Audit, risk and internal control
Independence and effectiveness of internal and
external audit functions
Fair, balanced and understandable reporting
Principal risks
Remuneration
Remuneration policies and practices support
strategy and promote long-term sustainable
success
A formal and transparent procedure for
developing policy on executive remuneration
Read more
Page 10
Page 9
Page 17
Page 8
Pages 15
Page 69
Page 17
Page 32
Read more
Page 59
Page 59
Page 59
Page 62
Read more
Page 72
Page 71
Page 65
Read more
Page 69
Page 67
Page 34
Read more
Page 79
Page 79
54
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Strategic goal
Value creation
(Read more on page 14)
(Read more on page 14)
Key stakeholders
Strategic goal
Profitable sales growth
Key stakeholders
Shareholders
Customers
Suppliers
Workforce
The Board’s governance role
The Board approves the Group’s strategy and annual operating
plan, reviews subsequent progress and makes decisions related
to matters reserved for the Board in order to support the delivery
of this strategy.
Areas of focus in 2020:
• Regular review of the potential impact of the Covid pandemic
on customers’ and consumers’ behaviour and the Group’s
strategy and operations
• Applying the Board’s strategic understanding of geopolitical
and economic risks in international markets to the Company’s
challenges
• In-depth review of operations and strategy in Brazil, North
America and China
• In-depth review of the Apparel & Footwear strategy and
operating model including focus on thread and Coats Digital
and indepth review of Performance Materials strategy
• Considering acquisitions and divestments as identified and
determining appropriate course
• Reviewing the Group’s dividend policy
Strategic goal
Continuing to strengthen the core
(Read more on page 14)
Key stakeholders
Workforce
Customers
Suppliers
Environment
Shareholders
The Board’s governance role
The Board reviews the strategy for sustainable growth and
leverages its collective experience to advise on related matters.
Areas of focus in 2020:
• Received an update on employee views and engagement
• Review of effectiveness of adoption of new ways of working
following the Connecting for Growth initiative
Shareholders
Customers
Suppliers
Workforce
The Board’s governance role
The Board reviews key proposals relating to business capability.
Areas of focus in 2020:
• Regular review of people matters including succession
and updates from the Designated Non-Executive Director
meetings with employees on culture
• Session at the Strategy Day considering innovation and
innovation leadership behaviours
• Ensuring the Company remains at the forefront of
developing and embedding best practice in responsible
business behaviour
• Considering and monitoring the Group’s risk appetite and
principal risks and uncertainties and conducting appropriate
‘deep dive’ reviews of principal risks and health & safety, with
a focus on commuting and ‘lost time’ accidents
‘EVERY COMPANY HAS FINITE
RESOURCES SO IT’S ESSENTIAL
THAT THE BOARD CHALLENGES
MANAGEMENT AND HELPS THEM
TO PRIORITISE KEY STRATEGIC
PROJECTS.’
JACKIE CALLAWAY,
CHIEF FINANCIAL OFFICER
DESIGNATE
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BOARD OF DIRECTORS
Mike Clasper CBE
Rajiv Sharma
N
N
Position
Nationality
Tenure
Chairman
British
Appointed as a Non-Executive Director on
20 February 2014, Chairman since 16 April 2014.
Mike will retire from the Board and as Chairman
of the Company in May 2021.
Key skills and experience
• Extensive executive and non-executive experience, including in
general management and marketing for global companies
• Long-term track record of value creation and change
External appointments
Chairman of SSP Group plc and Bioss, Trustee of Heart Cells
Foundation, Governor of the Royal Shakespeare Company, Advisory
Board member for Arora International. Previously Senior Independent
Director at Serco Group plc and ITV plc, Chairman of Which? Ltd,
Chief Executive Officer of BAA plc, Chairman of HM Revenue &
Customs, President of the Chartered Management Institute and
Operational Managing Director at Terra Firma. He has also held
a number of senior management positions at Procter & Gamble.
Qualifications
Mike holds an MA in Engineering from the University of Cambridge.
Position
Nationality
Tenure
Group Chief Executive
Singaporean
Appointed as an Executive Director in
March 2015, Group Chief Executive since
1 January 2017
Key skills and experience
• 30 years’ global multi-industry leadership experience
• Clear strategic mindset
External appointments
Rajiv joined Coats in November 2010 as Global CEO Industrial and
was responsible for developing and executing a growth strategy.
He has lived and worked in the US, Europe and Asia.
Non-Executive Director of Senior plc. Rajiv has been on the board of
joint ventures at both GE and Shell and held management positions
with Saab, Honeywell, GE and Shell.
Qualifications
Rajiv holds a degree in Mechanical Engineering, as well as an MBA
from the University of Pittsburgh, USA.
See the Group Chief Executive’s statement on page 12.
Simon Boddie
Jackie Callaway
Position
Nationality
Tenure
Chief Financial Officer
British
Appointed as Chief Financial Officer on
4 July 2016. Simon will retire from the Board
in March 2021.
Key skills and experience
• Strong financial expertise within an international emerging
markets and digital context
• Wealth of finance experience in large listed multinationals
External appointments
Non-Executive Director and chair of the Audit Committee of
PageGroup plc, a specialist recruitment company, and a Non-
Executive Director of Learning Technologies Group plc, a provider of
services and technologies for digital learning and talent management.
Previously Group Finance Director at Electrocomponents plc. Formerly
worked for Diageo, where he held a variety of senior finance
positions, Hill Samuel Bank and Price Waterhouse.
Qualifications
Simon is a member of the Institute of Chartered Accountants in
England and Wales and has an MA in Economics from the University
of Cambridge.
Position
Nationality
Tenure
Chief Financial Officer Designate
New Zealander
Appointed as Chief Financial Officer Designate
on 1 December 2020.
Key skills and experience
• Strong finance track record
• Experience across multinational manufacturing and supply chain
businesses
External appointments
Previously Chief Financial Officer of Devro plc, one of the world’s
leading manufacturers of collagen products for the food industry.
Prior to that was Group Financial Controller of Brambles Limited,
the ASX top 20 supply chain logistics company.
Member of Australian Institute of Company Directors since 2017.
Qualifications
Jackie is a Fellow of the Chartered Accountants Australia and New
Zealand and has a Bachelor of Business Management Studies from
University of Waikato, New Zealand.
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Nicholas Bull
A
N
Anne Fahy
A
N
Position
Nationality
Tenure
Senior Independent Non-Executive Director
British
Appointed as a Non-Executive Director and
Senior Independent Director on 10 April 2015
Key skills and experience
• Global financial services and banking experience
Position
Nationality
Tenure
Independent Non-Executive Director
Irish
Appointed 1 March 2018
Key skills and experience
• Experienced audit committee chairman with extensive financial
and internal controls experience
• International business experience and insights, especially in China
• Global business and developing markets experience
• Advocate for ESG and SRI matters at the Board
External appointments
Chairman of Fidelity China Special Situations plc, Chairman of
Conran Holdings Ltd, Trustee of the Design Museum, Camborne
School of Mines Trust, The Creative Education Trust and the Conran
Foundation. Previously served as Chairman of De Vere, Chairman
of the Advisory Board of Westhouse Securities and of Smith’s
Corporate Advisory Limited. He had a global career in banking
with Morgan Grenfell (subsequently Deutsche Bank), Société
Générale and ABN AMRO.
Qualifications
Nicholas has a BSc in Chemistry from the University of Exeter and
is a Fellow of the Institute of Chartered Accountants in England
and Wales.
External appointments
Non-Executive Director and Chairman of the Audit Committee of
SThree plc and Non-Executive Director of Nyrstar NV. Trustee of
Save the Children; formerly a Non-Executive Director of Interserve.
Previously at BP, Anne gained extensive experience of global
business, developing markets, risk management, internal control,
compliance and strategy development in the aviation,
petrochemicals, trading and retail sectors.
Qualifications
Anne is a Fellow of the Institute of Chartered Accountants in
Ireland and a Bachelor of Commerce in Economics, Accounting and
Business from University College Galway, Ireland.
See the Audit and Risk Committee report on page 66.
David Gosnell OBE
R
A
N
Hongyan Echo (‘Echo’) Lu
R
N
Position
Nationality
Tenure
Independent Non-Executive Director. David will
become Chairman of the Board in May 2021
British
Appointed 2 March 2015
Key skills and experience
• Strong and deep supply and procurement background in global
multinational companies
Position
Nationality
Tenure
Independent Non-Executive Director
British / Chinese
Appointed 1 December 2017
Key skills and experience
• Global business experience gained in different sectors in Europe,
Asia and the US
• Strong background in general management and track record of
• International and strategic mindset
delivering positive change
External appointments
Was previously Chairman of Old Bushmills Distillery Company Ltd
and a Non-Executive Director of Brambles Ltd. David retired from
Diageo plc in 2014 where he had most recently held the role of
President of Global Supply and Procurement. Prior to joining Diageo,
David spent 25 years at HJ Heinz in various operational roles.
Qualifications
David is a Fellow of Institute of Engineering and Technology and holds
a Bachelor of Science degree in Electrical and Electronic Engineering
from Middlesex University. He has completed Supply Chain
Manufacturing – Drive Operational Excellence at INSEAD (Singapore).
See the Nomination Committee report on page 71.
See the Remuneration Committee report on page 79.
External appointments
Chief Executive Officer of Haulfryn Group Ltd, a UK leisure business,
and a member of the Advisory Board for Women in Hospitality,
Travel and Leisure. Previously Managing Director, International of
Holland & Barrett International, Managing Director of Homebase Ltd
as part of Home Retail Group plc. Echo spent ten years at Tesco plc
in a variety of senior leadership roles. Echo was a Non-Executive
Director of Dobbies Garden Centres.
Qualifications
Echo has a Bachelor of Arts in International Economy and Finance
from Fudan University, Shanghai and a Master of Science in
Industrial Relations and Human Resources from West Virginia
University.
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BOARD OF DIRECTORS
CONTINUED
Fran Philip
R
N
Jakob Sigurdsson
A
N
Position
Nationality
Tenure
Independent Non-Executive Director, Designated
Non-Executive Director for workforce
engagement
American
Appointed 1 October 2016
Key skills and experience
• Extensive speciality retailing business experience
Position
Nationality
Tenure
Independent Non-Executive Director
Icelandic
Appointed 1 October 2020
Key skills and experience
• International business experience across a diverse range of
sectors with particular emphasis on growth in new or developing
markets
• Deep background in product innovation, design and
• Strong background in general management and track record of
development
• Workforce dynamics experience
External appointments
Non-Executive Director of Vera Bradley Inc., Totes Isotoner and Vista
Outdoor Inc. Previously Fran worked for The Gap, Williams-Sonoma
and The Nature Company, and LL Bean, where she initially served as
Director of Product Development, Home Furnishings, going on to
hold a number of roles including Vice President, Affiliated Brands,
before becoming Chief Merchandising Officer until her retirement.
Fran was previously a Non-Executive Director of Regent Holdings
and an industry executive for Freeman Spogli.
Qualifications
Fran has a degree in English and Sociology from Bowdoin College,
Maine, and an MBA from the Harvard Business School.
See the People section on page 25 for more information about
workforce engagement.
Board profiles (excluding Executive Directors)
delivering positive change
External appointments
Chief Executive Officer of Victrex plc, an innovative world leader in
high-performance polymer solutions. Jakob has more than 20 years’
experience in large multinational companies, both listed and private,
including nine years with Rohm & Haas (now part of Dow Chemical)
in the US, as well as Chief Executive of food manufacturer Alfesca in
Europe and Chief Executive of Promens.
Between September 2016 and June 2017, Jakob was Chief Executive
Officer of VÍS, the largest Icelandic insurance and reinsurance
company. He has held various Non-Executive roles and was a
Member of the University of Iceland Council and a Non-Executive
Director of the Icelandic Technology and Development Board.
Qualifications
Jakob has an BSc in Chemistry from the University of Iceland and
an MBA from the Northwestern University.
Expertise
Length of service
Key to Committee memberships
Committee chair
Committee member
R
A
N
Remuneration
Audit
Nomination
17% Financial
17% Digital
39% Strategy
28% Retail
29% 0–3 years
57% 3–6 years
14% 6–9 years
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CORPORATE GOVERNANCE
Leadership and engagement
The Board
The Board is collectively responsible for the long-term success of the Group and for ensuring leadership within a framework of effective
controls. The key roles of the Board are:
• setting the strategic direction of the Group;
• overseeing implementation of the strategy by ensuring that the Group is suitably resourced to achieve its strategic aspirations;
• providing entrepreneurial leadership within a framework of prudent and effective controls which enables risk to be assessed and
managed;
• ensuring that the necessary financial and human resources are in place for the Group to meet its objectives; and
• setting the Group’s culture supported by its values.
Chairman
• Primarily responsible for overall
Senior Independent Director
• Provides a sounding board to the
Non-Executive Directors
• Contribute to developing our strategy.
Chairman.
• Leads the appraisal of the Chairman’s
performance with the other Non-
Executive Directors annually.
• Acts as intermediary for other
Directors, if needed.
• Available to respond to shareholder
concerns if contact through the
normal channels is inappropriate.
• Scrutinise and constructively challenge
the performance of management in
the execution of our strategy.
• Bring their diverse expertise to the
Board and Board Committees.
• Devote such time as is necessary to
the proper performance of their duties
effectiveness of operation, leadership
and governance of the Board.
• Leads the Board, sets the agenda and
promotes a culture of open debate
between Executive and Non-Executive
Directors. Ensures that there is a focus
on Board succession plans to maintain
continuity of skilled resource.
Responsible for Chief Executive
succession.
• Provides advice and acts as a
sounding board to the Board and
management. Has regular contact and
interaction with the Chief Executive.
• Ensures effective communication with
our shareholders.
Company Secretary
• Provides support to the Board and
ensures information is made available
to the Board in a timely manner.
• Supports the Chairman on meeting
management arrangements including
setting the agendas for the Board,
administering Board effectiveness
reviews, ensuring appropriate Board
training and coordinating Board
inductions.
• Provides advice on corporate
governance matters. All Directors
have access to the advice of the
Company Secretary.
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CONTINUED
Governing documents
Articles of Association
The Articles of Association set out
the rules agreed between shareholders
as to how the Company is run, including
the powers and responsibilities of
the Directors.
Coats’ Articles of Association are being
updated for approval by shareholders at
the AGM this year to incorporate best
practice and current legal and
governance standards.
Service contracts
Details of the Executive Directors’
service contracts and the Chairman’s
and the Non-Executive Directors’ letters
of appointment are set out in the
Directors’ Remuneration Report on page
87. These documents are available for
inspection at the registered office of the
Company during normal business hours
and at the AGM. These documents are
reviewed regularly.
Committee terms of reference
The Board is assisted by three Board
Committees to which it delegates
matters as appropriate. Each Committee
has full terms of reference that are
reviewed annually and have been
approved by the Board and which can be
found on our website at www.coats.
com/en/About/Corporate-Governance/
Board-Committees.
Directors’ indemnities
The Company maintains Directors’ and
Officers’ liability insurance which
provides appropriate cover for legal
actions brought against its Directors.
Each Director has been granted
indemnities in respect of potential
liabilities that may be incurred as a result
of their position as an officer of the
Company. A Director will not be covered
by the insurance in the event that they
have been proven to have acted
dishonestly or fraudulently.
Delegated Authorities
The Coats Delegated Authorities policy is
an internal document that sets out the
delegations below Board level. It is
reviewed and approved annually by the
Board. It provides a structured framework
to ensure the correct level of scrutiny of
various decisions covering matters
including contracts, capital expenditure,
tax, treasury and HR decisions.
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationThe role of the Board
Strategy
The Board is focused on strategic matters and has a forward-
looking agenda that considers economic, social, environmental
and regulatory issues and any other relevant external matters that
may influence or affect the Company’s achievement of its goals.
The Board holds an annual strategy meeting as well as considering
strategic matters at all Board meetings. In 2020, due to Covid, this
meeting was held remotely and took place over two consecutive
days. The Board considered a wide range of topics including both
of our segments and people related matters. You can read more
about the Company’s strategy on pages 14 to 16.
Culture
The Board sets the culture of the Group, as described on pages 23
to 35, and uses a number of indicators to inform its regular
assessment of whether the culture continues to be appropriate
and whether there are any further actions that are necessary. In
2020, monitoring mechanisms included updates from the
Designated Non-Executive Director providing direct feedback from
the workforce regarding the Group’s culture (read more on page
25). At least quarterly people updates, including cultural points,
were provided to the Board by the Chief HR Officer and an update
was provided at every meeting on our health and safety culture as
part of the Chief Executive’s report.
Performance and monitoring
The Board evaluates and oversees current performance and is
responsible for approving annual plans and budgets, results,
dividends and announcements, including the going concern and
viability statements.
Performance monitoring includes non-financial performance such
as quality, health and safety, employee wellbeing, environmental
and social measures and ethical business practice.
Leadership and people
The Board is responsible for succession planning and the
Remuneration Policy for Board roles, Executive Directors, the
Company Secretary and senior management.
The Board engages directly with the wider workforce through a
variety of channels and monitors policies, practices and behaviour
and how they support strategy via reports given at Board meetings.
Internal controls and risk management
The Board sets the Company’s risk appetite, assesses principal and
emerging risks and reviews mitigation plans. Responsibility for
monitoring the Company’s risk management and internal control
systems is delegated to the Audit and Risk Committee.
You can read more about our principal and emerging risks on
pages 34 to 44.
Governance and stakeholders
The Board ensures that there is continued full compliance with the
Code and with wider statutory and regulatory requirements. The
Board acts fairly between stakeholders and engages in appropriate
dialogue to obtain the views of stakeholders as a whole. You can
read more about our engagement with stakeholders on page 17.
Health and safety and the environment
The Board is fully committed to providing a safe place in which our
people, suppliers and visitors can work and ensures that we are a
considerate neighbour. You can read more about our approach to
our Sustainability Strategy on page 28 and about our approach to
health and safety on page 23.
Coats Group plc Annual Report and Accounts 2020
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CONTINUED
Committees
Audit and Risk Committee
• Oversees and monitors the
Company’s financial statements,
accounting processes and audits
(internal and external).
• Ensures that risks are carefully
identified and assessed, and that
effective systems of risk management
and internal control are in place and
appropriately monitored.
• Reviews matters relating to fraud.
Nomination Committee
• Reviews the structure, size
and composition of the Board
and its Committees.
• Identifies and nominates suitable
executive candidates to be appointed
to the Board and reviews the
talent pool.
• Considers wider elements of
succession planning below Board
level, including diversity.
Remuneration Committee
• Reviews and recommends the
framework and policy for the
remuneration of the Chairman,
the Executive Directors, the
Company Secretary and senior
executives in alignment with
the Group’s reward principles.
• Reviews workforce remuneration
and related policies and alignment of
incentives and rewards with culture,
to help inform setting of Directors’
Remuneration Policy.
• Consults with shareholders on the
Remuneration Policy.
• Considers the business strategy of
the Group and how the Remuneration
Policy reflects and supports that
strategy.
See page 66 for more information
See page 79 for more information
See page 71 for more information
Other committees
Group Executive Team (‘GET’)
The GET is responsible for the
operational delivery of the Group’s
strategy. This includes day-to-day
management of operations and
responsibility for monitoring detailed
performance of all aspects of
our business.
See page 63 for more details on the
members and their individual roles
and responsibilities.
Disclosure Committee
The Disclosure Committee oversees the
Company’s compliance with its disclosure
obligations. The Committee is chaired by
Group Chief Executive and its other
members are the Chief Financial Officer,
the Chief Financial Officer Designate and
the Group Company Secretary.
Digital Advisory Council (‘DAC’)
The DAC was demobilised in March 2020
as a result of the Covid pandemic.
The DAC previously oversaw the Digital
and Technology strategy for the Group.
The Group’s focus is now on the
execution of the Digital and Technology
strategy which is being led by a member
of the GET. The DAC will continue to
provide inputs and insights to the Board
and the GET on emerging digital and
technology trends, digital business
and change management.
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationGET members’ roles and responsibilities
Group Chief Executive
• Responsible for executive management of the Group as a whole.
• Delivers strategic and commercial objectives within the Board’s stated risk appetite
Chief Financial Officer and Chief
Financial Officer Designate
• Responsible for fiscal control.
(see page 34 for more detail on key risks).
• Leads the finance management teams.
• Builds positive relationships with all the Group’s stakeholders (see page 17).
• Oversees relationships with the
Ronan Cox, President, Performance
Materials
• Responsible for delivering the
overall strategy for Performance
Materials, including commercial
activities and developing talent,
and Group innovation.
Adrian Elliott, President, Apparel
and Footwear (‘A&F’)
• Responsible for the overall strategy for
A&F, including the development and
delivery of value adding products and
customer propositions. Also responsible
for Coats Digital and Marketing.
• Sector review is on page 47.
• Sector review is on page 46.
Stuart Morgan, Chief Legal & Risk
Officer and Group Company Secretary
• Responsible for legal and
Michael Schofer, Chief Transformation
and Digital Officer
• Responsible for business transformation
and Digital and Technology.
compliance, governance, risk
management, sustainability,
communications, and company
secretarial matters. He has oversight
of the Group Internal Audit function.
• You can read more about the Group
Internal Audit function’s work during
the year on page 69.
investment community.
Monica McKee, Chief Human
Resources Officer
• Responsible for delivering the global HR
strategy, including performance
management, progression planning,
reward and talent acquisition.
Paul Turner, President, Business
Operations
• Global accountability for business
operations, including delivery of
business operating profit and
responsibility for health and safety,
procurement and supply chain planning,
together with manufacturing excellence,
quality and environment.
As at 31 December 2020, our seven geographic Clusters were each led by a Cluster Managing Director, who reported to the GET,
supported by a Cluster Management Committee. From 1 January 2021, an additional extended GET was formed to include these seven
Cluster Managing Directors, the Managing Director of Coats Digital and the Group Financial Controller.
Coats Group plc Annual Report and Accounts 2020
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CONTINUED
Board and Committee attendance
Mike Clasper
Rajiv Sharma
Simon Boddie
Jackie Callaway2
Nicholas Bull
Anne Fahy
David Gosnell
Echo Lu
Fran Philip
Alan Rosling4
Jakob Sigurdsson5
Board
12/12
12/12
12/12
1/1
12/12
12/12
12/12
12/12
12/12
5/5
3/3
Audit
and Risk
Nomination Remuneration
AGM1
–
–
–
–
5/5
5/5
5/5
–
–
3/3
1/1
2/2
2/2
–
–
2/2
2/2
2/2
2/2
2/2
2/2
0/0
–
–
–
–
–
–
3/43
4/4
4/4
2/2
–
1/1
0/1
0/1
0/0
0/1
0/1
1/1
0/1
0/1
0/1
0/0
1. In line with recommendations and government guidance, the 2020 AGM was held as a ‘closed door meeting’. Accordingly, to reduce risk to our Directors and shareholders, the minimum number of
shareholders necessary to form a quorum attended the meeting.
2. Jackie Callaway was appointed to the Board on 1 December 2020.
3. David Gosnell did not attend the Remuneration Committee meeting held in November 2020 as the purpose of the meeting was to consider and agree the offer to be made to him as the next Chairman of
the Board.
4. Alan Rosling stepped down from the Board on 11 June 2020.
5. Jakob Sigurdsson was appointed to the Board on 1 October 2020
Ensuring effective meetings and decision making through Covid
In order better to assess the impact of the Covid pandemic, to make timely and well-informed decisions and to provide strategic guidance
on how the pandemic might impact our people, our business and our operations, the Board increased the frequency of its meetings
scheduling additional meetings in March and August. The Board has met virtually from March 2020, using audio-video conferencing, to
enable Directors located in different locations and time zones to participate in meetings, with senior executives providing updates and
presentations. The length of Board meetings has increased and often has spanned two consecutive days not only to ensure appropriate
time to consider the additional matters of focus in 2020 but also to recognise the different dynamic of meeting virtually. This allows the
Board to continue to effectively perform and discharge its duties. The annual strategy meeting was held over two days to allow appropriate
focus and regular breaks to reflect on the discussion that had taken place. Detailed pre-read was circulated for each area discussed in
advance of the meeting and there was a rapid summary provided at the conclusion of the meeting to ensure alignment. The Directors have
subsequently confirmed that they found the technology and format of the meeting worked well and was effective in achieving our usual
high quality of discussion and agreement on next steps. In addition to the nine Board meetings, three Board calls were held to discuss
business matters that the Chairman and Group Chief Executive decided should be considered by the Board.
All Directors received papers for meetings in advance.
In addition to the scheduled meetings, the Senior Independent Director and the Non-Executive Directors meet once a year without the
Chairman present in order to appraise his performance. The Chairman and the Non-Executive Directors attended a Board call without
management present to discuss, amongst other things, reflections on the annual strategy meeting and the performance of key members
of management.
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Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationBoard evaluation
Formal evaluation is a valuable tool for improvement. With an external evaluation having been carried out in 2019, an internal evaluation
of the Board and its Committees was conducted during 2020 in keeping with the guidance provided under the Code.
Review of previous year’s
evaluation findings and progress
help define the scope for this
year’s evaluation.
Evaluation undertaken by a
combination of rating scale and
open-ended questions on a
no-names basis.
Recommendations for each of the
Committees and the Board
analysed and discussed and an
action plan was agreed.
The 2020 internal evaluation of the Board and its Committees was led by the Chairman and comprised a questionnaire. The Board values
the benefit of a full evaluation of its performance and believes it provides meaningful insight and objectivity to its Committees and
Directors, enabling it to improve its leadership, effectiveness and focus. In line with the Code, the Board intends to carry out an internal
evaluation in 2021.
The questionnaire sent to Board members focused on the areas identified for improvement last year and also considered the effectiveness
of the new ways of working introduced in 2020 as a result of Covid. It also sought to obtain views on certain key corporate governance
areas as well as to gauge its own effectiveness. The questionnaire asked Directors to provide an absolute and relative rating and accordingly
allowed year-on-year tracking. This is especially important in 2020 when our meetings have predominantly been held remotely. Finally,
it gave Directors an opportunity to provide their candid thoughts: what was being done well and what needed to be improved. Views
were also sought on the Chairman and Senior Independent Director, as well as the workings of the Committees of the Board.
The questionnaire covered the following areas:
• effectiveness of the Board and Committee meetings including ways of working and information flow during Covid;
• contributions of the Board and its Committees;
• relationships with the GET around the direction and values of the organisation and the decision-making process;
• delivery of strategy against performance measures;
• clarity on the Company’s purpose and the Board’s oversight of values and culture;
• risk management;
• training and development;
• consideration of each of our identified key stakeholder groups in Board decision making;
• shareholder and stakeholder communications; and
• succession and talent management.
In addition, the Chairman and the incoming Chairman held one-to-one meetings with each Director covering the themes outlined above,
the dynamics of the Board, and the training and development needs of the Directors, the areas identified for focus in 2020 to consider
if these had been appropriately progressed, as well as any other areas of concern. The results of the internal evaluation led to a detailed
Board discussion as, understandably and predictably due to the impact of the changing external environment and the lack of face-to-face
interaction resulting from Covid, some respondents noted that there was a decline in some areas of effectiveness relative to 2019. The
Board’s ways of working in 2020 were rated highly by all respondents, with respondents noting that the Board has adapted well to virtual
meetings. The areas identified by respondents for further focus in 2021 are set out below and the actions that are undertaken in relation
to these will be provided in the next Annual Report.
Outputs for 2020
Succession planning and talent development
Actions for 2021
People Strategy
Actions taken: Quarterly people updates provided greater insights
into below GET level succession and diversity
Executive Succession Planning
Strategy
Inorganic M&A growth opportunities
Actions taken: Focus on Coats Digital, Apparel & Footwear and
Performance Materials strategy during strategy meeting
Continuing to focus on the full range of stakeholders in Board
discussion and decisions
Coats Group plc Annual Report and Accounts 2020
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information
AUDIT AND RISK COMMITTEE REPORT
Name
Member since
Anne Fahy (Chairman)
Nicholas Bull
David Gosnell
2018
2015
2015
Jakob Sigurdsson
1 October 2020
Principal objectives of the Audit
and Risk Committee
• To monitor the integrity of the Group’s financial reporting
processes.
• To ensure that risks are carefully identified and assessed, and
that sound systems of risk management and internal control
are in place.
Key responsibilities
• Oversee the accounting principles, policies and practices
adopted in the Group’s accounts.
• Oversee the external financial reporting and associated
announcements.
• Oversee the appointment, independence, effectiveness and
remuneration of the Group’s external auditor, including the
policy on the supply of non-audit services.
• Conduct a competitive tender process for the external audit
when required.
• Review the resourcing, plans, reports and effectiveness of
Internal Audit, which is independent from the Group’s
external auditor.
• Ensure the adequacy and effectiveness of the internal control
environment.
• Monitor the Group’s risk management processes and
performance.
• Ensure the establishment and oversight of fraud prevention
arrangements and reports under the whistleblowing policy in
conjunction with the Board.
• Ensure the Group’s compliance with the 2018 UK Corporate
Governance Code.
• Provide advice to the Board on whether the Annual Report
and Accounts, when taken as a whole, is fair, balanced and
understandable and provides all the necessary information for
shareholders to assess the Company’s performance, business
model and strategy.
Dear Shareholder,
On behalf of the Audit and Risk Committee, I am pleased to present
its report for the year ended 31 December 2020. This report sets
out how the Committee has discharged the duties delegated to it
by the Board, and the key activities and findings during the year.
The duties of the Committee remain unchanged; however the
importance of these responsibilities and their discharge have
become even more critical given the context of Covid and its impact
on our business. Accordingly, we have continued to discuss and
challenge the assumptions and judgements made by management
in the preparation of published financial information paying special
attention to going concern and viability analysis and disclosures and
to oversee internal controls, ensuring these remain effective. The
Committee has also worked with the Internal Audit function to
ensure that their plans were revised and flexed to respond to the
evolving Covid impacts and that their remote ways of working
ensured appropriate coverage. Given the ongoing impact of Covid,
the Committee decided to postpone the planned retender of the
external auditor and you can read more about this on page 70.
The Committee continues to have an annual work plan that is linked
to the Group’s financial reporting cycle and ensures proper coverage
of all required areas as well as identifying certain ‘deep dives’ that
are considered in the context of the business’ evolving priorities.
This year, the Committee reviewed Environmental, Social and
Governance (‘ESG’) external reporting. As part of this review, the
Committee noted the intention for ESG disclosures for the year
ending 31 December 2021 to be subject to certain external
assurance procedures and the evolution of the internal review
processes that had already been undertaken to support this aim.
This year the Committee undertook an internally facilitated
effectiveness review, including reviews of the effectiveness of
the internal and external audit functions, in accordance with the
requirements under the UK Corporate Governance Code 2018
(the ‘Code’) and you can read more about this on page 70.
Alan Rosling stood down as a member of the Committee following
his resignation from the Board at the Company’s AGM in May 2020.
We thank him for his contributions. Jakob Sigurdsson joined the
Committee upon his appointment to the Board in October 2020.
We are looking forward to working with Jakob and Jackie Callaway,
Chief Financial Officer Designate, in 2021.
Anne Fahy
Chairman, Audit and Risk Committee
3 March 2021
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationGoing concern and viability statements
The Committee reviewed the updated wording of the Group’s
longer-term viability statement, set out on page 44. To do this,
the Committee ensured that the model used was consistent with
the approved Business Plan and that scenario and sensitivity testing
aligned clearly with the principal risks of the Group. Committee
members challenged the underlying assumptions used and reviewed
the results of the detailed work performed. The Committee was
satisfied that the analysis supporting the viability statement had
been prepared on an appropriate basis. The Committee also
reviewed the going concern statement, set out on page 76,
and confirmed its satisfaction with the methodology including
appropriateness of scenario and sensitivity testing. Due to the
impact the Covid pandemic has had on the global economy and
Coats’ trading performance in 2020 the Committee has given
additional focus to ensuring that both the basis of preparation
of the going concern and viability analysis and the external
disclosures are prepared in line with current Financial Reporting
Council guidance. The Committee reviewed and challenged the
assumptions underlying the forecast models underpinning the
going concern and longer-term viability statements including the
appropriateness and relevance of the severe but plausible stress
tests to ensure adequate liquidity and covenant compliance
throughout the relevant periods. The assessment included a review
of management’s work in conducting a robust assessment of key
risks and mitigating strategies.
Fair, balanced and understandable
The Committee considered whether the Annual Report is
‘fair, balanced and understandable’, in line with the requirements
of the Code. The Committee members were consulted at various
stages during the drafting process and gave input to the planning
process, as well as having the opportunity to review the Annual
Report as a whole and discuss, prior to the February 2021
Committee meeting, any areas requiring additional clarity
or better balance in the messaging.
In this respect the Committee focused on ensuring consistency and
completeness in non-financial reporting (for example, ESG), impact
of Covid on the business, use of alternative performance measures
and principal risks and uncertainties. On the basis of this work,
together with the views expressed by the external auditor, the
Committee recommended and, in turn the Board confirmed, that
it could make the required statement that the Annual Report is
‘fair, balanced and understandable’.
Highlights of 2020
• Considering the implications of Covid on the Group’s financial
statements and internal controls, with a focus on the going
concern and long-term viability of the Group as well as
whether the carrying value of tangible and intangible assets
have been impaired as a result of Covid.
• Ensuring that the Internal Audit function adapt to new ways
of working following the travel restrictions of Covid.
• Assessing the appropriate timing for the Group audit tender.
• Deep dive into the Group’s controls and process around ESG
reporting.
• Improvements in internal controls assessment.
Areas of focus for 2021
• Audit tender.
• Ongoing impacts of Covid.
• Transition in leadership of Chief Financial Officer.
• Developing regulatory environment for audit.
Membership and meetings
During the year, the Committee met four times and met privately
with the external auditor once. Details of individual Directors’
attendance can be found on page 64. In addition to the Committee
members, the Group Chief Financial Officer, the Chief Legal & Risk
Officer and Group Company Secretary, the Group Financial
Controller, the Head of Group FP&A, the Head of Group Internal
Audit, and the external auditor attended parts of these meetings by
invitation. The Group Chairman and Group Chief Executive may also
attend meetings. The Head of Secretariat acts as Secretary to the
Committee. The Chairman of the Committee holds regular meetings
with both internal and external auditors, and each has an
opportunity to discuss matters with the Committee without
management being present.
Meetings of the Committee are scheduled close to the end of the
half and full year, as well as before the publication of the associated
half and full year financial reports, so as to ensure the Committee is
informed fully, and on a timely basis, on areas of significant risks
and judgement.
The Committee received sufficient, reliable and timely information
from management to enable it to fulfil its responsibilities.
The Board has confirmed that it is satisfied that Committee
members possess an appropriate level of independence and depth
of financial and commercial, including sectoral, expertise. For the
financial year ended 31 December 2020, Anne Fahy and Nicholas
Bull were the members of the Committee determined by the Board
as having recent and relevant financial experience.
Coats Group plc Annual Report and Accounts 2020
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CONTINUED
Significant issues relating to the financial statements
The Committee considered the following issues relating to the financial statements during the year. These include the matters relating to
risks disclosed in the external auditor’s report:
Issue
Review and conclusion
Impairment of non-current
tangible and intangible assets
as a result of Covid
Pension matters – valuation
of obligations and disclosure
US legacy environment
provision
Taxation
Overall impact of Covid on
financial statements including
appropriateness and
adequacy of disclosures
The Covid pandemic has caused an increased risk of impairment of assets where there have been
interruptions to production and reductions in sales and profitability in the short term. There is also
significant uncertainty over how quickly the global economy will recover following the pandemic. The
Group’s total non-current assets at 31 December 2020 was $673.9 million. The Committee has considered
management’s assessment of the indicators of impairment, the appropriateness of cash generating units,
the assumptions underlying the impairment assessments as well as sensitivity analysis performed. A total
impairment charge of $4.9 million was recorded during the year ended 31 December 2020.
At 31 December 2020, the Group’s IAS 19 Pension deficit was $225.8 million. The Committee reviewed
the methodology for determining key assumptions underpinning the valuation of liabilities of the Group’s
most significant pension schemes. The Committee also reviewed in detail the various aspects of the
continuing obligations to the Group’s ongoing schemes. The Committee is satisfied that these, and the
disclosures provided in note 10 to the financial statements, are appropriate.
The Group has recognised a provision, net of insurance reimbursements, of $12.6 million in respect
of remediation and legal / professional costs for the Lower Passaic River. The Committee considered
management’s position on the accounting and disclosure implications surrounding this environmental case,
taking into account advice received from external counsel Sive Paget & Riesel P.C. Following the delivery of
the US Environmental Protection Agency’s Record of Decision in March 2016, the Committee has continued
to review whether subsequent events, including those impacting other parties considered to be responsible
for the most significant contamination in the river, have triggered the requirement to remeasure the level of
remediation provisioning previously established. The Committee is satisfied that there is no requirement to
remeasure the remediation provision at 31 December 2020 and that the disclosures provided in note 28 to
the financial statements are appropriate.
The Group operates in numerous jurisdictions around the world, with different regulations applying
in different territories. This complexity together with intra-Group cross-border transactions give rise to
inherent risks. In addition to reviewing the Group’s underlying effective tax rate which, as a result of Covid,
increased from 29% to 39%, the Committee also considered the Group’s uncertain tax provisions and
deferred tax assets, which amount in total to $15.0 million and $22.7 million respectively. The Committee
is satisfied with the approach and disclosures adopted by management as reflected in the financial
statements in note 9 to the financial statements.
The Covid pandemic has had a significant impact on the Group in 2020 with revenue down 16% and
pre-exceptional profit attributable to the equity shareholders of the Group down 65% compared to 2019.
As a result the pandemic has led to increased risk in certain accounting judgement areas, most notably
impairment of tangible and intangible assets, the going concern status of the Group as well as the
appropriateness and adequacy of disclosures in the financial statements. During the year the Committee
considered management’s assessment of the implications of the pandemic on the financial statements,
taking into account the latest FRC and other regulatory guidance. The Committee is satisfied that
management has responded appropriately to the increased risk that resulted from the Covid pandemic
and that the disclosures included in the financial statements are appropriate.
The Committee also received regular updates on provisions made for litigation and tax matters and the Committee considered the
appropriateness of the methodology applied.
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationInternal control and risk management
The Board has overall responsibility for determining the nature
and extent of its principal and emerging risks and the extent
of the Group’s risk appetite, and for monitoring and reviewing
the effectiveness of the Group’s systems of risk management
and internal control. The principal risks and uncertainties facing
the Company are addressed in the Strategic Report and in the table
on pages 34 to 44 in this Annual Report. The Board has delegated
to the Committee the responsibility for monitoring the effectiveness
of the systems of risk management and internal control.
The Committee receives reports on the effectiveness of internal
control matters from management, Internal Audit and the external
auditors, as part of its duty to review the Company’s internal control
processes. This regular monitoring ensured timely identification of
issues and formal tracking of remediation plans. During the year,
the Committee reviewed detailed reports on internal controls
over financial reporting and this included quantitative measures of
success. Instances where the effectiveness of internal controls were
considered insufficient, including in relation to operational findings
in India and the oversight of third party contractors, were discussed
during the year with updates being provided to the Audit and Risk
Committee. Remediation plans are monitored closely on an
ongoing basis.
At its December meeting the Committee, on behalf of the
Company, also reviewed effectiveness of the Company’s risk
management and internal control systems covering all material
controls, including operational and compliance controls, and was
satisfied that these systems operate effectively in all material
respects with weaknesses remediated in a timely fashion. The
Committee has also considered management’s assessment of the
effectiveness of key controls during the pandemic and is satisfied
that controls have continued to operate effectively throughout the
period despite the challenge of a remote working environment.
The Committee reviews the minutes of the Group Risk Management
Committee meetings regularly, and discusses matters arising there
from with management.
Internal audit
The Head of Group Internal Audit agrees the Internal Audit
function’s programme of work annually in advance with the
Committee. This year the Committee reviewed the programme
regularly to ensure this achieved appropriate coverage of key
activities during the pandemic and that ways of working were
optimised. At each Committee meeting, the Committee reviews
key findings from internal audit reports, receives detailed reports
from management where appropriate, and monitors the rate at
which actions agreed with management are implemented. The
Committee carries out an annual internal review of the effectiveness
of the Internal Audit function to satisfy itself that the quality,
experience and expertise of the function are appropriate for the
business. Key themes considered in the internal audit reports
throughout the year included compliance with environmental
and regulatory requirements across locations, accuracy of payroll
processing for workers including in remote locations as well as
the state of compliances by some of Coats’ manpower contractors
on key regulatory requirements. The Committee also discussed
the impact of Covid on audit delivery as well as the use of data
analytics by Group Internal Audit to provide assurance. In addition
to the above, control weaknesses highlighted as part of an
investigation were brought to the attention of the Committee
and adequacy of implementation measures arising out of such
investigations were also reviewed. Arising out of the Covid situation,
the Committee also reviewed the processes in place that enable the
Internal Audit function to continue to deliver independent assurance
working remotely.
The Head of Group Internal Audit also consolidated and presented
to the Committee a biannual review of in-country operational risks,
which included a summary of any new risks that have arisen in the
period with agreement on appropriate actions and interventions.
External audit
Independence
The Committee is responsible for reviewing the independence and
objectivity of the Company’s external auditor, Deloitte LLP, agreeing
the terms of engagement with them and the scope of their audit.
Deloitte has a policy of partner rotation, which complies with
regulatory standards, and, in addition, Deloitte has a structure
of peer reviews for its engagements, which are aimed at ensuring
that its independence is maintained.
Maintaining an independent relationship with the Company’s
external auditor is a critical part of assessing the effectiveness of
the audit process. Following publication of the FRC’s Revised Ethical
Standard, the Committee has approved the Company’s updated
policy on non-audit fees during the year ended 31 December 2020.
The Committee also regularly reviews the level of audit and
non-audit fees paid to Deloitte. The key principles of the policy
on non-audit services are:
• The Committee has approved a revised list of all permitted
non-audit services following publication of the FRC’s Revised
Ethical Standard. The auditor is prohibited from providing any
services that are not included in the list of permitted non-audit
services. Permitted services include audit-related services such
as reviews of interim financial information or any other review
of accounts required by law to be provided by the auditor.
• Any service that is not on the list of permitted services, if in
excess of $25,000, requires the approval of the Committee.
• Engagements entered into prior to 15 March 2020 can be
completed in line with the original terms as long as the non-audit
work being provided under the transitional arrangements was
envisaged at the time the engagement letter was signed.
Coats Group plc Annual Report and Accounts 2020
69
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationAUDIT AND RISK COMMITTEE REPORT
CONTINUED
During 2020, the external auditor provided services in relation to the
Group’s interim results and tax advisory services that were entered
into prior to 15 March 2020. The external auditor has confirmed to
the Committee that they did not provide any prohibited services
and that they have not undertaken any work that could lead to
their objectivity and independence being compromised.
Assessment of audit process
The scope of the external audit is formally documented by the
auditor. They discuss the draft proposal with management before
it is referred to the Committee which reviews its adequacy and
holds further discussions with management and the auditor
before final approval.
The non-audit fees in relation to the services supplied by the
external auditor can be found in note 5 of the financial statements.
The ratio is 85/15 audit to non-audit services. The non-audit services
primarily relate to long-running tax compliance and advisory services
in India and the Committee considered and approved a proposal
for the external auditor to continue these works in India. In the case
of each engagement, it was considered appropriate to engage
Deloitte LLP for the work because of their existing knowledge
and experience from prior Group engagements. The Committee
discussed with, and received confirmation from, the external auditor
that the audit team have not relied on the work performed by
their tax teams as part of the audit and their objectivity and
independence has been safeguarded.
In respect of the financial year ended 31 December 2020, the
Committee assesses the performance and effectiveness of the
external auditor, as well as their independence and objectivity,
on the basis of meetings and a questionnaire-based internal review
which was completed by the Committee members, regular
attendees to the Committee and those Coats colleagues globally
who interact most frequently with the external auditor. The
summary of the results of the questionnaire has been reviewed by
the Committee and appropriate feedback has been shared with
the external auditor, noting that prior year feedback was acted on.
The Committee is satisfied that it can recommend to the Board that
the Board should propose to shareholders the reappointment of
Deloitte LLP as auditor for the year ending 31 December 2021.
The lead partner is rotated every five years. Ed Hanson was
appointed as the lead audit engagement partner in 2018.
The Code recommends that FTSE 350 companies put their external
audit provider out to tender at least once every ten years. The EU
Audit Regulation, effective across all Member States from the
17 June 2016, enforces mandatory audit firm rotation after a period
of maximum tenure, set at 20 years. Deloitte LLP was appointed the
Company’s external auditor in 2003 and therefore a new audit firm
must be appointed for the year ending 31 December 2023 at the
latest. The Board previously intended for the audit tender to take
place during 2020; however, the process was deferred as a result
of Covid. The Board now intends to undertake a competitive tender
process for the external audit during 2021, with the intention of the
Board appointing a new audit firm for the year ended 31 December
2022. The tender process will consider Big Four as well as non-Big
Four audit firms. There are no contractual obligations that restrict
the Company’s choice of external audit firm but the restrictions
on audit rotation as set out in the EU Audit Regulation preclude
Deloitte from the tender process.
Assessment of the effectiveness of the Committee
The Committee effectiveness in respect of the year ended
31 December 2020 was evaluated as part of the internal review
described on page 65. The key points that were identified in the
previous year’s assessment were discussed by the Committee
to ensure these were adequately addressed and the Chairman
provided an update where appropriate.
Looking forward
As well as the regular cycle of matters that the Committee
schedules for consideration each year and conducting the audit
tender, we are planning over the next 12 months to:
• review any matters relevant to the continued Covid situation;
• continue to monitor legislative and regulatory changes that
may impact the work of the Committee;
• conduct a deep dive into key HR policies and controls; and
• consider the impact of proposed audit industry changes.
The Committee’s report was approved by a Committee of the
Board of Directors on 3 March 2021 and signed on its behalf by:
Anne Fahy
Chairman, Audit and Risk Committee
3 March 2021
70
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationNOMINATION COMMITTEE REPORT
Name
Member since
Dear Shareholder,
David Gosnell (Chairman)
Rajiv Sharma
Nicholas Bull
Mike Clasper
Anne Fahy
Echo Lu
Fran Philip
2015
2015
2015
2014
2018
2017
2016
Jakob Sigurdsson
1 October 2020
Principal objectives of the Nomination
Committee
To make sure the Board comprises individuals with the necessary
skills, knowledge and experience to ensure that it is effective in
discharging its responsibilities and has oversight of all matters
relating to corporate governance.
Key responsibilities
• Reinforcing the culture and diversity expertise in the Board’s
and senior management team’s composition and maintaining
ongoing succession plans.
• Considering ways to improve diversity in the pipeline for
senior management roles.
• Further strengthening of the senior management team.
• Reviewing the Group’s talent management process.
Highlights of 2020
• Recruitment of Jakob Sigurdsson and ensuring smooth Board
succession and induction process.
• Chief Financial Officer succession planning.
• Chairman succession planning.
Areas of focus for 2021
• Senior management succession planning and talent
development.
• Monitoring and fostering a successful performance culture.
• Diversity and inclusion, within our ESG strategy, including
improvements in gender balance and readiness for succession
in our talent pipeline.
• Smooth transition of Chairman and Chief Financial Officer roles.
I am pleased to welcome you to my first report as Chairman of
the Nomination Committee following my appointment to the role
in December 2020. There have been some significant changes to
the Board during 2020, with the Nomination Committee playing
an appropriately central role in the processes. In March 2020
Alan Rosling announced that he would be stepping down and
the Nomination Committee oversaw the recruitment of Jakob
Sigurdsson. You can read more about that process on pages 72
to 73. In April 2020 Simon Boddie announced that he would be
retiring in March 2021 and the Nomination Committee oversaw
the process to recruit his successor Jackie Callaway, who joined
the Board as an Executive Director in December 2020. Finally,
Mike Clasper announced his intention to stand down as Chairman
of the Board at the next AGM, triggering the rigorous process that
was undertaken to identify me as his successor. You can read more
about this on page 73.
In addition to this busy agenda, the Committee has also
dedicated time during the year to focus on the combined skill
set and capabilities of the Directors to ensure their effectiveness
in driving our strategy forward. It also continued to fulfil its core
responsibilities of reviewing the structure of the Board and
Committees and reviewing its own effectiveness.
Board Diversity Policy
Our objective of driving the benefits of a diverse Board, senior
management team and wider workforce is underpinned by our
Board Diversity Policy (the ‘Policy’), which can be viewed on our
corporate website. The Board will continue to keep the Policy under
review to ensure that it remains an effective driver of diversity in
its broadest sense, having due regard to gender, ethnicity, social
background, skill set and breadth of experience. We have a
workforce diversity policy that is included in our Coats Key People
Principles, which are also available on our website, and mirrors the
intention of the Policy.
Diversity and inclusion have continued to be promoted across
the business with a number of initiatives, including education
and capacity building, resource groups, talent acceleration and
development and leveraging data and analytics to help achieve
our ambitions. In particular, as a by-product of Covid, the Company
has a new flexible working policy. We hope that accommodating
more flexible working practices will potentially allow access to a
more diverse workforce. You can read more about the work that
has been done in this area, and the benefits it brings to the Group,
on page 27.
Coats Group plc Annual Report and Accounts 2020
71
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationNOMINATION COMMITTEE REPORT
CONTINUED
The Committee continues to focus on these important areas
and will continue to consider the various diversity factors set out
in the UK Corporate Governance Code 2018 (the ‘Code’) and the
Hampton-Alexander and Parker Reports appropriately. We have
40% female representation on the Board and have two Directors
from an ethnic minority background. I am proud of our progress on
gender diversity. The recently published Hampton-Alexander Review
of FTSE Women Leaders has ranked Coats at number 45 in the
FTSE 250 category. The gender diversity across our Group is
shown below.
All employees
Senior managers
Board
Male
58%
77%
60%
Female
42%
23%
40%
You can see more information on the gender split across the
Board, senior management team and the Group as a whole in our
Sustainability Report, which is available on our website (www.coats.
com/sustainability).
Skills matrix
Building the right Board for the Group and the right pipeline means
the Committee needs to ensure a good balance of competencies
to address the challenges faced as they arise.
The Committee and the Board considers the experience, skills,
attributes and capabilities of existing Board members and senior
management and challenges the skills matrix in the talent pool.
It routinely:
• reviews the competencies and skills of the Board, as a whole,
should possess and seeks to build this into succession plans;
• assess what competencies and skills each incumbent Director
possesses; and
• considers the character of Directors and their fit with the
current Board culture, looking at wider attributes including
self-awareness, integrity and high ethical standards.
Succession planning
The Committee, on behalf of the Board, regularly assesses the
balance of Executive and Non-Executive Directors, and the
composition of the Board in terms of skills, experience, diversity
and capacity. The Board tenure tracker is regularly presented to
the Committee to ensure that discussions are held well in advance
of planned departures to allow appropriate skills gap identification
and timely succession. Following Alan Rosling’s and Simon Boddie’s
decisions to retire from the Board, the Committee drew up
a candidate selection process.
Candidate section process
External advice:
The selection and engagement of independent recruitment
consultants who have no other connection to the Company
or individual Directors. Russell Reynolds was appointed from
a shortlist of three potential consultants for the appointment
of Jakob and Inzito was used for the appointment of Jackie.
Consider:
The preparation of a longlist of potential candidates which
takes into account the outcome of the Committee’s latest review
of the composition and skill sets of the Board.
Select shortlist:
The selection of a shortlist of suitable candidates meeting the
Committee’s criteria.
Interviews and meetings:
Interviews and meetings with the Chairman, Group Chief
Executive, other Executive Directors, and with two Independent
Non-Executive Directors.
Select candidate.
Take up references.
Appointment.
Induction:
See case study on page 73.
When making decisions on new appointments, Board members
consider the skills, experience and knowledge already represented
on the Board and the benefits of diversity, in all its forms including
gender and ethnicity.
The Committee and Board have continued to monitor the
Group Executive Team (‘GET’) and senior management talent pool
to ensure that succession planning for business-critical roles is
proactively reviewed. In October of this year, the Board received
a detailed people update that considered the progress on CEO
succession plans, which is reviewed at least annually. There was
also a review of the succession plans for our below GET level roles.
The Board made specific requests to focus on talent development
to enhance this pipeline.
During the year the Committee discussed and approved a policy
for senior managers to take on one external Non-Executive Director
or equivalent role to allow them to build up their skills as future
Board leaders. This has been embraced by members of the GET
and several of the team are considering seeking opportunities.
We believe that facilitating this development will result in a wider
and more diverse talent pipeline in the future.
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Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationInduction process – Q&A with Jakob Sigurdsson
The importance of induction and training is recognised by
the Committee and the Company has established procedures
whereby newly appointed Directors, including Non-Executive
Directors, receive a formal induction.
What did your induction programme comprise?
There were deep dives into business units and key functions,
an overview of risk management and internal control systems,
principal risks, culture and purpose as well as pension matters.
I also attended the annual strategy meeting.
Who did you meet?
All my fellow Board members on a one-to-one basis as well
as with various members of senior management. I also had
meetings with some of our advisers including our brokers.
What did you learn?
Coats serves a diverse range of geographic markets and sectors.
There is also a technical transition that the industry is going
through. In many ways Coats is in a unique position to capitalise
on major trends in the industry, given its history, market presence
and resources.
The induction programme for Directors is reviewed periodically
and is considered to remain appropriate.
Chair succession process
When Mike announced his decision to retire at the 2021 AGM,
it was agreed by the Board that Nicholas Bull would lead a selection
committee to undertake necessary activities for identifying his
successor. A robust process was undertaken following the
identification of me as an internal candidate. Russell Reynolds
was engaged, following the review of a shortlist of independent
recruitment consultants, to benchmark me against external
candidates and conduct a rigorous interview. Following further
internal interviews, the selection committee recommended my
appointment as Chairman with effect from the 2021 AGM of the
Company. I confirm that I am independent on appointment and
it was agreed that I would become Chair of the Nomination
Committee with effect from the date of the announcement
of my appointment. This allows me to lead the process for the
appointment of my successor to the Chair of the Remuneration
Committee, in line with the Code.
Independence
During 2020, the Committee reviewed the balance of skills,
experience and independence of the Board. For Non-Executive
Directors independence in thought and judgement is vital to
facilitating constructive and challenging debate in the boardroom
and is essential to the operational effectiveness of the Coats Board
and its Committees.
Prior to Jakob Sigurdsson being appointed as a Non-Executive
Director, his significant commitments were disclosed, together with
an indication of the time necessary to fulfil these, and these were
appropriately considered and approved by the Board. During the
course of the year, Board members informed the Chairman of any
proposed new external appointments and these were considered
and approved by the Board. The Committee is satisfied that the
external commitments of its Chairman and members do not
conflict with their duties as Directors of the Company and that any
situational conflicts have been authorised in line with the process
set out in the Company’s Articles of Association.
Committee performance and effectiveness
The Committee’s performance was evaluated as part of the
internal effectiveness review, as described on page 65. The review
was completed by all Committee members and routine meeting
attendees. The results were broadly positive, with ways of working
and dynamics scoring highly. The Committee will continue to
increase its focus on succession planning in 2021 including at
the GET level.
As I sign off on my first report as Chairman of the Nomination
Committee, I take pride in reflecting on the diversity and
effectiveness of our Board as set out in these pages and I look
forward to continuing to oversee progress in these areas during
my tenure.
David Gosnell
Chairman, Nomination Committee
3 March 2021
Coats Group plc Annual Report and Accounts 2020
73
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationDIRECTORS’ REPORT
Coats Group plc (the ‘Company’) is the holding company of the
Coats group of companies (the ‘Group’).
Annual General Meeting
The Annual General Meeting (‘AGM’) of the Company will be
held on 19 May 2021 at 2.30pm at a location to be confirmed in
the Notice of Meeting which will be available from the Company’s
website, that will be in line with Covid meeting guidelines at
that time.
Corporate Governance Statement
The Corporate Governance Statement, prepared in accordance with
rule 7.2 of the Financial Conduct Authority’s Disclosure Guidance
and Transparency Rules, comprises the following sections of the
Annual Report: the ‘Strategic Report’; the ‘Corporate Governance
Report’; the ‘Audit and Risk Committee Report’; the ‘Nomination
Committee Report’; the ‘Remuneration Committee Report’;
together with this Directors’ Report. As permitted by legislation,
some of the matters required to be included in the Directors’ Report
have been included in the Strategic Report by cross-reference
including details of the Group’s financial risk management
objectives and policies, business review, future prospects,
stakeholder engagement, Section 172 Statement and environmental
policy. The 2018 UK Corporate Governance Code is available from
the Financial Reporting Council’s website (www.frc.org.uk).
Directors
The names and biographical details of the current Directors are
shown on pages 56 to 58 of this Annual Report. Particulars of their
emoluments and beneficial and non-beneficial interests in shares
are given in the Directors’ Remuneration Report on pages 87 and 88.
The appointment and removal of Directors are governed by the
Company’s Articles of Association and the Companies Act 2006.
The Directors may, from time to time, appoint one or more
Directors. In accordance with the provisions of the Code, all
Directors, with the exception of Mike Clasper and Simon Boddie
who are not standing for re-election, will retire and submit
themselves for election or re-election at the forthcoming AGM.
Directors’ Powers
The Board manages the business of the Company under the
powers set out in the Company’s Articles of Association. These
powers include the Directors’ ability to issue or buy back shares.
Shareholders’ authority to empower the Directors to make market
purchases of up to 10% of its own ordinary shares is sought at the
AGM each year (as set out in the Share Capital section below).
The Company’s Articles of Association can only be amended, or
new Articles adopted, by a resolution passed by shareholders in a
general meeting by at least three quarters of the votes cast. As will
be set out in the Notice of Meeting, a resolution to update the
Article will be proposed at the AGM in 2021. You can read about
the proposed changes in the explanatory note to that resolution.
In the event that a Director raises any concerns about the operation
of the Board or management of the Company that cannot be
resolved, a record would be kept in the Board minutes and this
should also be noted in the Director’s resignation letter. Further
discussion of the Board’s activities, powers and responsibilities
appears within the Corporate Governance Report on pages 59
to 62. Information on compensation for loss of office is contained
in the Directors’ Remuneration Report on page 87.
Directors’ conflicts of interests
The Company has procedures in place for managing conflicts of
interest, including situational conflicts of interest. Potential situational
conflicts of interest are identified prior to appointment and the Board
will consider and authorise these if appropriate. Should an existing
Director become aware that they, or any of their connected parties,
have an interest in an existing or proposed transaction with the
Company, they should notify the Board in writing or at the next
Board meeting. Internal controls are in place to ensure that any
related party transactions involving Directors, or their connected
parties, are conducted on an arm’s length basis. Directors have a
continuing duty to update any changes to these conflicts.
Directors’ indemnities
The Directors of the Company have entered into individual deeds of
indemnity with the Company which constitute ‘qualifying third party
indemnity provisions’ for the purposes of the Companies Act 2006.
The deeds indemnify the Directors, and the directors of the
Company’s subsidiary companies, to the maximum extent permitted
by law. The deeds were in force for the whole of the year, or from
the date of appointment for those appointed during the year.
In addition, the Company had Directors’ and Officers’ liability
insurance cover in place throughout the year.
Share capital
Details of the Company’s issued share capital, together with
details of the movements in the Company’s issued share capital
during the year, are shown in note 26. The Company has one class
of ordinary shares with a nominal value of 5 pence each (‘Ordinary
Shares’), which does not carry the right to receive a fixed income.
Each share carries the right to one vote at general meetings of the
Company. There are no restrictions or agreements known to the
Company that may result in restrictions on share transfers or voting
rights in the Company. There are no specific restrictions on the size
of a holding, on the transfer of shares, or on voting rights, all of
which are governed by the provisions of the Articles of Association
and prevailing legislation. Shareholder authority for the Company
to purchase up to 144,605,058 (representing approximately 10% of
the Company’s issued shares as at the latest practicable date before
the publication of the notice of the Annual General Meeting held
in June 2020) of its own Ordinary Shares was granted at the 2020
AGM. No shares were purchased pursuant to this authority during
the year.
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Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationShareholder authority for the Company to allot Ordinary Shares
up to an aggregate nominal amount of £47,719,669 was granted
at the 2020 AGM. No shares were allotted pursuant to this authority
during the year. The issued share capital of the Company at
31 December 2020 was approximately £72,603,863 divided into
1,452,077,272 Ordinary Shares.
Since 31 December 2020, 36,672 new shares have been issued
as a result of the exercise of share options by the Company’s share
option scheme participants and the total issued share capital at
3 March 2021 is 1,452,113,944 Ordinary Shares. The Company’s
Ordinary Shares are listed on the London Stock Exchange. The
register of shareholders is held in the UK. The number of Ordinary
Shares of the Company in which the Directors were beneficially
interested as at 31 December 2020 are set out in the Directors’
Remuneration Report on page 88.
Substantial interests
Information provided to the Company pursuant to the Financial
Conduct Authority’s Disclosure Guidance and Transparency Rules
(DTRs) is published on a Regulatory Information Service and on the
Company’s website. The following information has been received,
in accordance with DTR 5, from holders of notifiable interests in
the Company’s issued share capital.
As at
31 December
2020*
As at
3 March
2021*
Nature of
holding
10.52%
10.52%
Direct
7.49%
7.49%
Indirect
5.31%
5.31%
Indirect
5.06%
4.99%
Indirect
Liontrust Investment
Partners LLP
Kempen Capital
Management N.V.
AXA Investment
Managers
Mondrian Investment
Partners Limited
Invesco
5.07%
4.97%
Indirect
* % holding based on total number of shares in issue at the time of respective notification.
The Company has not been notified of any other substantial
interests in its securities. The Company’s substantial shareholders
do not have different voting rights. The Group, so far as is known
by the Company, is not directly or indirectly owned or controlled
by another corporation or by any government.
Change of control
The Company is not party to any significant agreements that
would take effect, alter or terminate upon a change of control
of the Company following a takeover bid. However, the Group’s
Revolving Credit Facility Agreement and US Private Placement would
terminate upon a change of control of the Company. The Company
does not have agreements with any Director or employee providing
compensation for loss of office or employment that occurs because
of a takeover bid, except for provisions in the rules of the
Company’s share schemes which result in options or awards
granted to employees vesting on a takeover.
Political donations
No contributions were made to political parties during the year
(2019: £nil).
Whistleblowing procedure
A whistleblowing, ethics and fraud report is a standing agenda
item that is presented quarterly at Board meetings. Coats has a
well-publicised whistleblowing procedure, which can be found on
our website. This is designed to empower all employees, contractors
and anyone else who is aware of, suspects, or is concerned about
potential misconduct, illegal activities, fraud, abuse of assets or
other violations of Company policy / Ethics Code to report these
confidentially. ‘Doing the right thing’ and ways to raise concerns
are regularly communicated and discussed and are covered as part
of the Global Ethics Day, held each year in October.
During the year ended 31 December 2020, there were 83
whistleblowing concerns raised (2019: 119). Of these concerns
raised, following investigation 22% of the closed cases were
upheld and 8 cases are still under review (2019: 30%). In the case
of substantiated concerns, disciplinary action was taken whenever
there was any evidence of misdemeanour and training and
enhanced controls were implemented wherever appropriate.
Concern is raised via
whistleblowing procedure
Investigated by a team
independent of the relevant
operational business or
function
Findings are presented to an
appropriate member of the GET
Appropriate remedial actions
are determined
Reports and outcomes are
reviewed by the Board and the
Audit and Risk Committee
Remedial actions may be
recommended
Coats Group plc Annual Report and Accounts 2020
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationDIRECTORS’ REPORT
CONTINUED
Going concern
As set out in the Audit and Risk Committee Report on page 67,
more frequent reviews of liquidity and financial status have been
undertaken during 2020 as a result of Covid. The Company’s
business activities, together with the factors likely to affect its
future development, performance and position are set out in
the Chairman’s statement.
In addition, note 34 to the financial statements includes the
Group’s objectives, policies and processes for managing its capital;
its financial risk management objectives; details of its financial
instruments and hedging activities; and its exposures to credit
risk and liquidity risk. The Directors believe that the Group is
well placed to manage its business risks successfully.
Environmental matters
The Group Risk Management Committee (‘GRMC’) agreed during
2019 that climate change should be included in the Group Risk
Register as a emerging risk and this has been promoted to a
principal risk in 2020. This means that it is a Board level issue and
therefore that evaluation of risks and opportunities and decisions
on appropriate strategies and actions have Board oversight.
The GRMC assesses risks and opportunities in detail and makes
recommendations to the Board for review and decision.
The involvement of the Group in relation to the Lower Passaic River
matter is reported in the Principal Risks section of this Annual
Report and can be found on page 43. Further details are contained
in note 28 to the financial statements.
The Board expects to be able to meet any actual and contingent
liabilities from existing resources. Further information on the
Group’s cash and borrowings is set out in note 30(f).
Greenhouse gas (‘GHG’) emissions
For the year ended 31 December 2020, Coats reported the
following emissions:
The Directors are satisfied that the Company and Group has
sufficient resources to continue in operation for the foreseeable
future, a period of not less than 12 months from the date of this
report. Accordingly, the Directors consider that the going concern
basis of accounting is appropriate for the Company and the Group
and the financial statements have been prepared on that basis.
In assessing the Group’s going concern position, the Directors have
considered a number of factors, including the current balance sheet
position and available liquidity, the principal and emerging risks
which could impact the performance of the Group and compliance
with borrowing covenants. Further details are provided in note 1
of the accounts.
Results and dividends
The results of the Group are shown on page 108 and movements
in reserves are set out in note 27 to the financial statements.
The Board is mindful of the importance of income to shareholders
and, as a result of the strength of the Group’s balance sheet and
the encouraging recovery out of the Covid pandemic, and given its
confidence in the strategy and outlook for the Group, is pleased to
propose a final dividend of 1.30 cents per share (2019 final dividend:
nil). Subject to approval at the forthcoming AGM, the final dividend
will be paid on 25 May 2021 to ordinary shareholders on the
register at 30 April 2021, with an ex-dividend date of 29 April 2021.
Going forward, the Board will continue to aim to use the Free Cash
Flow the Group generates to fund its pension schemes, self-finance
bolt-on acquisitions, and make returns to shareholders. As
underlying earnings and cash flows continue to recover from
the impact of Covid, the Board intends to return to its previously
published progressive dividend policy.
Global thousands of tonnes of
CO2e¹-²
Scope 1, Direct (Gas,
Oil, Coal)
2020
49.5
2019
58.3
2018
64.5
Scope 2, Indirect (Electricity)
182.8
216.4
223.9
1. Based on IEA CO2 emissions from Fuel Combustion location based factors for Scope 2
conversions, and the UK DEFRA GHG reporting guidance and factors for Scope 1 conversions.
2. Emissions reported are from energy consumption in our global operations. 2018 and 2019 figures
are restated to include Pharr HP (acquisition completed 11th February 2020).
This represents a decrease of 20% versus 2019 total emissions on
a like-for-like basis. However, the bulk of this reduction is due to
the fall in production caused by Covid shutdowns, as shown in the
intensity table below.
The methodology for Scope 1 direct emissions is to convert fuel
consumed in kWh to GHG equivalent using DEFRA published global
conversion factors.
The methodology for Scope 2 indirect emissions is to convert the
electricity or other purchased energy in each country from kWh to
GHG equivalent using the country level conversion factors published
by the IEA for each country for electricity and DEFRA conversion
factors for other energy sources. Scope 2 emissions are therefore
location based. The resultant figures are then consolidated globally.
Emissions from our five UK office locations in 2020 were 62 tonnes
CO2e and represented 0.03% of our global emissions.
Energy consumption
Millions kWh
Direct (gas, oil, coal)
Indirect (electricity, steam)
2020
283.2
393.4
2019
390.2
454.5
2018
410.9
462.0
Energy consumption in our five UK office locations in 2020 was
313,000 kWh and represented 0.05% of our global energy
consumption.
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Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationGreenhouse gas emissions intensity per unit of production (kg per kg of dyed or finished product)
2020¹
3.1
2019³
3.2
20183,4
3.2
2017
4.3
2016
4.6
2015
4.5
Greenhouse gas emissions intensity per sales value (tonnes per million $ sales)
2020¹
200
2019³
192
2018³
200
2017
206
2016
219
2015
208
1. 2014–2020 reported figures are based on IEA location based conversion factors for Scope 2 emissions.
2. Scope 2 emissions for 2012–2013 continue to be calculated using DEFRA country level figures derived from IEA data.
2014
5.1
2014
201
2013²
5.3
2013²
212
2012
5.6
2012
226
3. 2018 and 2019 numbers, including sales used for these, have been restated compared to the 2019 report to include HP Pharr (acquisition completed on 10th February 2020), so 2020, 2019 and 2018
are reported on a like-for-like basis.
4. To reflect the increasing growth of the undyed yarn business in our Company, from 2018 the production basis for these intensity calculations is based on finished production while for 2012–2017
it continues to be based on dyed production.
Further details on activities to reduce energy consumption and emissions can be found in the Working Responsibly section on pages 23 to
31 and in our Sustainability Report which can be found on our website (www.coats.com/sustainability).
Auditor
A resolution to reappoint Deloitte LLP as auditor will be proposed
at the 2021 AGM. More information about the consideration of
an audit tender can be found on page 70 in the Audit and Risk
Committee Report. As a result of Covid, it has been decided that
it is in the best interests of the Company and the members to delay
the tender of the audit such that the new auditors will be appointed
to undertake the audit for the year ending 31 December 2022.
A statement in respect of the auditor, in accordance with Section
418 of the Companies Act 2006, has been included below.
Disclosure of information to the auditor The Directors who held
office at the date of approval of this Directors’ Report confirm that,
so far as they are aware, there is no relevant audit information
of which the Company’s auditor is unaware, and each Director
has taken all reasonable steps to ascertain any relevant audit
information and to ensure that the Company’s auditor is aware
of that information.
Branches
The Company, through various subsidiaries, has branches in several
different jurisdictions in which the business operates outside the UK.
The full list of subsidiary companies can be found on page 185.
Other information
Other information relevant to this Directors’ Report, and which
is incorporated by reference, including information required in
accordance with the UK Companies Act 2006 and Listing Rule
9.8.4R, can be located as follows:
Subject matter
Important events since the financial
year-end
Page(s)
176
Likely future developments in the
business
6 to 7, 13
Exposure to price risk, credit risk,
liquidity risk and cash flow risk
164
Research and development
6 to 7
Information on financial instruments
164
Environmental policy
Employment of disabled persons
Employee involvement
Stakeholder engagement
28
32
23 to 27
17 to 22
Diversity policy
71 (and on our website)
This Directors’ Report was approved by order of the Board.
On behalf of the Board
Stuart Morgan
Company Secretary
3 March 2021
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CONTINUED
Directors’ responsibilities
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law
and regulations.
Company law requires the Directors to prepare such financial
statements for each financial year. Under that law the Directors are
required to prepare the Group financial statements in accordance
with International Financial Reporting Standards (‘IFRSs’) as adopted
by the European Union and Article 4 of the IAS Regulation and have
elected to prepare the parent Company financial statements in
accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards and applicable
law), including FRS 102 ‘The Financial Reporting Standard applicable
in the UK and Republic of Ireland’. 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
Company and of the profit or loss of the Company for that period.
In preparing the parent Company financial statements, the Directors
are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are reasonable
and prudent;
• state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
In preparing the Group financial statements, International
Accounting Standard 1 requires that Directors:
• properly select and apply accounting policies;
• present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable
information;
• provide additional disclosures when compliance with the specific
requirements in IFRSs is insufficient to enable users to understand
the impact of particular transactions, other events and conditions
on the entity’s financial position and financial performance; and
• make an assessment of the Company’s ability to continue as
a going concern.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and enable them to ensure
that the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company’s website. Legislation in the United Kingdom governing
the preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
Directors’ responsibility statement
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company and the undertakings included in the
consolidation taken as a whole;
• the Strategic Report includes a fair review of the development
and performance of the business and the position of the
Company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal
risks and uncertainties that they face; and
• the Annual Report and financial statements, taken as a
whole, are fair, balanced and understandable and provide the
information necessary for shareholders to assess the Company’s
position, performance, business model and strategy.
This responsibility statement was approved by the Board of Directors
on 3 March 2021 and is signed on its behalf by:
Rajiv Sharma
Group Chief Executive
3 March 2021
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Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationREMUNERATION COMMITTEE REPORT
Committee Members
Name
Member since
David Gosnell (Chairman)
Echo Lu
Fran Philip
Alan Rosling
2015
2017
2016
2015 (until 11 June 2020)
Key objectives of the
Remuneration Committee
• Our main objectives are to have fair, equitable and
competitive reward packages that support our vision
and help ensure that rewards are performance based
and encourage longer term shareholder value creation.
Key responsibilities
• Developing and approving the Remuneration Policy.
• Implementing the remuneration policy.
• Ensuring the competitiveness of reward.
• Designing the incentive plans.
• Setting incentive targets and determining award levels.
• Review workforce remuneration and related policies and
the alignment of incentives and rewards with culture.
‘ALTHOUGH FINANCIAL
PERFORMANCE SUFFERED
NEGATIVELY BY COMPARISON WITH
2019, THE LEADERSHIP TEAMS TOOK
EFFECTIVE ACTION TO SAFEGUARD
THE INTERESTS OF SHAREHOLDERS,
STAKEHOLDERS, CUSTOMERS AND
EMPLOYEES. THE COMMITMENT AND
ENGAGEMENT OF ALL OUR PEOPLE AT
ALL LEVELS HAS BEEN EXCEPTIONAL.’
DAVID GOSNELL,
CHAIRMAN OF THE
REMUNERATION COMMITTEE
I am pleased to introduce the Directors Remuneration
Committee Report for 2020. This report includes a summary of the
Remuneration Policy, which was approved at the AGM on 11 June
2020, and the Annual Report on Remuneration. A full version of the
Remuneration Policy can be found at www.coats.com/governance.
Overview of 2020
The Remuneration Policy operated as intended during the year
although business performance was obviously impacted by the
challenging consequences of the Covid global pandemic. Although
financial performance suffered negatively by comparison with 2019,
the leadership teams took effective actions to safeguard the
interests of employees, customers, shareholders and other
stakeholders. The commitment and engagement of all of our
people at all levels has been exceptional. Management focus
pivoted very swiftly and effectively at the end of the first quarter
of the year to manage the consequences of the pandemic. This was
intended to keep all of our employees, customers and suppliers safe,
to manage operations in a constantly changing environment as
rolling lockdowns were implemented in several countries, to support
and maintain an excellent service to our customers and to manage
our financial performance so that Coats would weather the storm
and emerge in a strong position to win the recovery.
The Board took the decision to reduce base fees and salaries by
20% for the second quarter of the year and all fees and base
salaries were frozen at their existing annual levels for the Board,
the Group Executive Team and large sections of our employees.
The annual bonus payment for the Executive Directors for 2020
was limited to 7.5% of salary which was linked to the personal
objective element of the annual bonus and primarily reflected the
effectiveness of their actions in managing the consequences of the
pandemic. The financial targets set for the 2020 annual bonus for
Sales, EBIT and Free Cash Flow were not adjusted for any Covid
impact and the performance for 2020, unsurprisingly, did not reach
minimum threshold levels. The Committee exercised its discretion
and awarded all of the 2020 bonus at 7.5% of salary in cash in
consideration of the fact that Directors had voluntarily accepted
a base pay reduction of 5% of salary and both Directors were
comfortably ahead of their Minimum Shareholding Requirement.
The Long Term Incentive award granted to Executive Directors on
28 February 2018 for the three-year performance period ended
31 December 2020 did not achieve the performance conditions,
primarily due to the unexpected negative impact of 2020 and
therefore no awards vested. No adjustment to reflect the pandemic
was made to any LTIP performance targets for this award.
Coats Group plc Annual Report and Accounts 2020
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CONTINUED
and also the potential for recovery from 2020 performance levels.
In accordance with the details provided in last year’s Remuneration
Report and the new approved Remuneration Policy the LTIP grant
to the CEO in 2021 will be increased from 150% to 175%.
In March 2021 Simon Boddie will, as previously announced in
April 2020, retire as Chief Financial Officer. Simon, as a retiree,
will be treated as a good leaver in terms of all equity awards; his
performance-related LTIP awards will be reduced pro-rata to reflect
his period of employment and will still be subject to the original
performance conditions. He will continue to abide by the post-
termination Minimum Shareholding requirement for a period
of two years following his retirement.
Simon Boddie’s successor, Jackie Callaway, was appointed as an
external hire on terms that were consistent with the Remuneration
Policy which includes pension benefits being aligned to the level
with the rest of the UK employees. As stated in last year’s report the
pension benefit for Rajiv Sharma will be aligned to the rest of the
UK workforce by the end of the current Remuneration Policy and his
pension contributions will be frozen at their current levels until then.
During 2021 the Remuneration Committee will continue to
focus on the policies that apply to the rest of the organisation to
ensure that the approach taken to remuneration and recognition
for all employees consistently reflects the values and principles of
the Company.
I would like to reaffirm our commitment to proactively engaging
with shareholders on all issues regarding remuneration and to
thank shareholders and the current and former members of the
Committee for their support during my tenure as Chairman of
the Remuneration Committee.
David Gosnell
Chairman, Remuneration Committee
3 March 2021
On 6 March 2020 the Company granted Long Term Incentive
awards literally days before the global economic impact of the
Covid pandemic began to become apparent. The financial targets
for this award have not been adjusted and were disclosed in the
2019 Annual Report on Remuneration and in this report. The
Committee will consider these targets in the future and ensure that
the incentives support the interests of shareholders and strike an
appropriate balance between stretching financial targets and the
requirement to set achievable and motivational targets that enable
the Company to retain the executives that it needs to achieve its
long-term objectives. The Committee will, of course, consider the
views of shareholders and consult appropriately should it use its
discretion in the future.
During the year the Committee undertook a more detailed review
of the remuneration policies applied to all employees globally and
this is expected to continue in accordance with the responsibilities
of the Committee to consider the alignment of pay for executives
and senior management and the rest of the organisation. The
Committee also reviewed and approved the adoption of a policy
to establish a minimum Living Wage, as an enhancement to any
local legally mandated requirements, across all of our locations
and based on sourcing data from independent organisations.
We are reassured that we have identified only a very small number
of examples where our current levels of pay would be below this
enhanced minimum and the company is taking action in 2021
to increase pay accordingly.
The Remuneration Policy was subject to an approval resolution at
the AGM on 11 June 2020 and received overwhelming support from
shareholders at 98.8% and I would like to thank shareholders for
their support and comments during the consultation process that
we undertook prior to the finalisation of the Remuneration Policy.
Alan Rosling retired from the Board in June 2020 and I would like to
thank him for his valued support and contribution to the Committee.
Outlook for 2021
The Company’s focus for 2021 will be to emerge stronger and
benefit from any recovery as quickly as possible. In the short term
there is a renewed focus on sales growth by supporting existing
and new customers. The Committee decided to align the short-term
annual bonus structure for 2021 to reflect this increased focus on
profitable sales growth by equally weighting the measures for Sales
and EBIT at 30% each (the weighting for 2020 was 10% Sales and
50% EBIT); the weighting for Free Cash Flow will remain unchanged
at 20%; Personal Objectives will also remain at 20%.
The Committee reviewed the measures and weightings for the Long
Term Incentive Plan (LTIP) award that we would expect to grant in
2021 and concluded that the current measures of EPS performance
(40%), three-year cumulative Free Cash Flow (30%), Sustainability
objectives (10%) and Total Shareholder Return (20%) were correctly
aligned to the Company’s strategic objectives. The targets will be
set to reflect the challenging and uncertain external environment
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Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationREMUNERATION AT A GLANCE
The following is a summary of the key features of the Remuneration Policy that was approved at the AGM on 11 June 2020. The policy can
be found at www.coats.com/governance.
Components of remuneration applicable to 2021
Salary
Annual bonus
+
+
Pensions & benefits
LTIP
=
=
Fixed total
+
Variable total
=
Total remuneration
Annual base salary
Rajiv Sharma (CEO)
£612,000
Jackie Callaway (CFO)
Pension
Rajiv Sharma (CEO)
Jackie Callaway (CFO)
£380,000
20% of salary
12% of salary
Annual bonus
Maximum opportunities for 2021
Rajiv Sharma (CEO)
150% of salary
115% of salary
Jackie Callaway (CFO)
Performance measures and weightings
30%
Sales
30%
EBIT
20%
Free Cash Flow
20%
Individual objectives
175% of salary
150% of salary
LTIP
Maximum opportunities for 2021
Rajiv Sharma (CEO)
Jackie Callaway (CFO)
Performance measures and weightings
Sustainability
3-year EPS performance
3-year cumulative
Free Cash Flow
TSR vs FTSE250
(ex. investment trusts)
10%
40%
30%
20%
s
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Policy
Executive Directors’ salaries are reviewed annually with effect from 1 July. Reference
is made to market competitive levels of pay at relevant comparator companies,
average salary increases applied elsewhere across the Group, individual performance
and experience as well as any changes to the size and scope of the role.
Executive Directors appointed before January 2020 receive defined contributions
pensions (and/or cash in lieu thereof) of up to 20% of salary; with effect from
1 January 2020 the pension contributions were fixed at their current level and will
not increase with any subsequent salary increase. In 2023 the pensions policy for
current incumbents will be aligned to the benefits provided to the average of the
rest of the UK workforce. Any new appointments will receive a benefit that is aligned
to the average of the UK workforce (currently 12%). Other benefits may include
the provision of private medical insurance, ill-health protection and/or life insurance
and a cash-for-car-allowance. In addition, the Company may provide assistance in
connection with the relocation of an Executive Director and, in the event of an
international transfer, may provide tax equalisation.
Policy
Maximum award opportunity: 150% of base salary
Any bonus awarded for the Group Chief Executive for 2021 is subject to mandatory
deferral of 50% and a deferral of 40% for the Chief Financial Officer. Deferred
bonuses are converted into share awards and are released after a three year retention
period. The performance measures, weightings and targets for the annual bonus
are set by the Committee on an annual basis. Any bonuses paid are subject to malus
and clawback.
Policy
Maximum LTIP award opportunity: 175% of base salary (200% in
exceptional circumstances)
Awards may be made annually; with vesting conditional on three-year performance
conditions. Any shares vesting after three years are also subject to an additional
two-year holding period. Performance measures and targets are determined by the
Committee, taking into account the balance of strategic priorities for Coats for the
upcoming three-year performance period. Any LTIP shares awarded are subject to
malus and clawback.
Coats Group plc Annual Report and Accounts 2020
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DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
ANNUAL REPORT ON REMUNERATION
This Annual Report on Remuneration has been prepared in accordance with the relevant provisions of the Companies Act 2006 and as
prescribed in The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 as amended (the Regulations).
Where indicated data has been audited by Deloitte LLP.
The Annual Report on Remuneration will be subject to an advisory vote at the AGM on 19 May 2021. The current Remuneration Policy
applicable to the year ended 31 December 2020 was approved by shareholders at the AGM on 11 June 2020 and can be found in the
Corporate Governance section at www.coats.com/governance.
Executive Directors
Three Executive Directors were employed during 2020. Rajiv Sharma was originally appointed to the Board on 2 March 2015 and was
appointed as Group Chief Executive with effect from 1 January 2017. Simon Boddie was appointed as Chief Financial Officer on 4 July 2016
and will retire from the Board on 31 March 2021. Jackie Callaway was appointed as a Director on 1 December 2020 and will succeed Simon
as Chief Financial Officer following his retirement.
Single total figure for Executive Directors’ remuneration for 2020 (audited information)
Annual bonus (cash
& shares) £000
LTIP £000
Pension £000
Total £000
2020
2019
2020
2019
32.7
336.2
-
45.9
78.6
-
514.8
851.0
655.2
-
-
-
-
2020
87.2
3.8
2019
2020
2019
86.0
569.9 1,544.0
-
36.8
-
918.9
122.4
120.6
787.4 2,228.1
- 1,574.1
213.4
206.6 1,394.1 3,772.1
Simon Boddie
Jackie Callaway
Rajiv Sharma
Total
Simon Boddie
Jackie Callaway
Rajiv Sharma
Total
Base salary £000
Benefits £000
2020
2019
414.2
429.8
31.7
-
581.4
603.0
1,027.3 1,032.8
2020
35.8
1.3
37.7
74.8
2019
36.8
-
70.8
107.6
Total Fixed
Remuneration £000
Total Variable
Remuneration £000
2020
2019
2020
2019
537.2
552.6
32.7
991.4
36.8
-
-
-
741.5
794.4
45.9 1,433.7
1,315.5 1,347.0
78.6 2,425.1
The figures in the table above have been calculated on the basis of the following:
• Benefits: this is the value of all benefits including a car allowance, private medical insurance, life insurance and income replacement
insurance. A car allowance of £20,000 per annum is paid to Rajiv Sharma and an allowance of £15,000 per annum is paid to Simon
Boddie and Jackie Callaway.
• Annual bonus (cash and shares): is the total value of the annual bonus that is attributable to each year. Forty percent of any bonus
outcome for 2019 was compulsorily awarded in shares under the terms of the Deferred Annual Bonus Plan. The bonus award for 2020
was paid fully in cash as referred to in the Committee Chairman’s statement and on the next page. Jackie Callaway was not eligible for
a bonus payment in 2020 as she joined the Company on 1 December 2020.
• The LTIP values for 2019 have been re-stated to reflect the share price on the vesting dates of 6 March 2020 for Rajiv Sharma and Simon
Boddie. The value shown also reflects the cash value of notional dividend equivalents payable on vested shares which are awarded as
additional shares on exercise.
• Pension: represents the value of all employer contributions to any pension plan or cash payments paid in lieu of a pension benefit.
No Executive Director participates in any defined benefit pension arrangement.
• Rajiv Sharma is a Non-Executive Director of Senior plc and received fees of £50,350 during the year. Simon Boddie is a Non-Executive
Director of PageGroup plc and, from 1 October 2020 LTG plc. He received fees of £66,025 and £12,500 respectively during the year.
The policy of the Board is that Directors are entitled to retain any fees in respect of external appointments.
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Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationAnnual bonus outcome 2020 (audited information)
The annual bonus for 2020 was determined in accordance with the details provided in the 2019 Directors’ Remuneration Report. Details of
the bonus measures and opportunities are provided in the table below.
Annual bonus 2020
Performance Measure
Group Sales
Earnings Before Interest and Taxation (EBIT)
Free Cash Flow (adjusted) (FCF)
Individual objectives
Total
Maximum Bonus (% of salary)
Total (% of salary)
Weighting
10.0%
50.0%
20.0%
20.0%
100.0%
Bonus opportunity
(% of max bonus)
Performance achieved in
2020 (% of max bonus)
Threshold
Target
Maximum Simon Boddie
Rajiv Sharma
0%
0%
0%
0%
0%
5.0%
25.0%
10.0%
10.0%
10.0%
50.0%
20.0%
20.0%
50.0% 100.0%
0%
0%
0%
6.5%
6.5%
115%
7.5%
0%
0%
0%
5%
5%
150%
7.5%
The measures were selected to incentivise a balance of outcomes that reflected the strategic priorities for the Group at the beginning of
2020. In particular these were to achieve strong growth in trading profit through continued efficiency and growth in EBIT performance,
ensure consistent and increasing level of cash generation from operations through strong working capital management, and achieve certain
key strategic objectives which are detailed on the next page that were specific for each Executive Director.
Annual bonus 2020
Performance targets
Group Sales (US$m)
EBIT (US$m)
FCF (adjusted)
Individual objectives
Bonus
targets $m
Performance
achieved in
2020
Threshold
Target
Maximum
1,485.0
1,523.1
1,561.2
1,190.6
200.0
88.0
210.5
98.0
221.0
108.0
111.2
26.5
Weighting
10.0%
50.0%
20.0%
20.0% Strategic objective
See table above
Targets are set in relation to budget for the upcoming financial year and the figures in the table above reflect the 2020 Plan exchange
rates. The performance reflected in the table above reflects the figures disclosed in this Annual Report adjusted to exclude the impact
of any exchange rate fluctuations during the year ($27.3m for Sales, $0.6m for EBIT, and $-1.5m for FCF respectively). For the 2020 annual
bonus challenging individual objectives were established by the Committee for each Executive Director that reflected activities and initiatives
intended to improve the performance of the Group. The objectives established and assessed for 2020 are reflected in the table on the
next page. However, as the impact of Covid pandemic began to be felt in March 2020 the focus of the Board switched to managing the
operational consequences of the pandemic. The Committee did not adjust the original targets for Group Sales, EBIT and FCF that were
set at the beginning of 2020. As noted in the table above the financial impact of Covid resulted in no payments under the three financial
elements of the bonus. The Committee determined an award under the individual objectives element for each Exeutive Director.
The payment awarded at 7.5% of salary was aligned to the payment (at the same percentage of salary) awarded to over 4,500 eligible
employees globally and was linked to achieving a minimum level of EBIT performance of over $100m and an acceptable level of cash
collection that resulted in a net debt to EBITDA ratio of no more than 2.2 times. The Committee exercised discretion to not award a
proportion of bonus in shares because the level of bonus outcome was materially lower than normal due to circumstances that were
beyond the control of management, because each Director had already exceeded their respective Minimum Shareholding Requirements
and because each Executive Director had voluntarily agreed to incur a 5% annual base pay reduction in the period April to June 2020.
Coats Group plc Annual Report and Accounts 2020
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CONTINUED
Personal objectives linked to 2020 bonus
At the beginning of the year the Committee determined that the following personal objectives would be linked to 20% of the annual
bonus outcome. All objectives were equally weighted.
Rajiv Sharma
Simon Boddie
To exceed planned sales growth by 3%; to leverage digital and data science to deliver a material basis points
improvement in gross profit (precise target commercially sensitive);to close at least one acquisition and maintain a robust
acquisition pipeline.
To close at least one acquisition; to maintain a robust acquisition pipeline and to successfully integrate Pharr into Coats;
to build management capability and strengthen the succession plans in the finance function; a specific objective
regarding more detailed engagement with non-UK and specialist investors.
When the Committee assesses the extent to which each objective is achieved, consideration is given to the manner in which the objective
was achieved, the quality of delivery or execution and the personal leadership and impact demonstrated by the Executive relating to each
task. In general, to achieve the maximum for each objective an exceptional level of performance is expected with actions taken that are
consistent with the Group’s values and culture of innovation and teamwork.
As explained earlier in this report Covid began to impact business operations in early 2020. Initially this impact was limited to Coats’
operations in China and then from March 2020 very swiftly impacted operations globally as the pandemic spread. The focus of
management switched to managing the consequences of the pandemic on Coats operations. This focus centred around five priorities;
health and safety, cash management, maximising sales, supporting our customers and maintaining critical elements of our supply chain.
These priorities were communicated to all employees globally and formed the basis of the action planning to deal with the impact of Covid
on operations.
The Committee determined that the level of personal objective achievement for the Executive Directors would be linked to the extent to
which the priorities were effectively managed and, assuming an acceptable level of performance versus the five priorities, that the value of
any payment as a percentage of salary would be limited to what was paid to over 4,000 eligible employees globally. The payment to the
wider workforce was in recognition for their efforts to effectively manage the consequences of the pandemic and the personal sacrifices
(including salary reductions) that were made. The payment to eligible employees was subject to the Group achievement of a minimum of
$100m for EBIT and the achievement of cash collection so that at the year end the net debt to EBITDA ratio was less than a multiple of 2.2.
The level of payment awarded to eligible employees was 7.5% of salary and this was the payment determined by the Committee for the
purposes of the bonus payments for the Executive Directors.
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationLong Term Incentive award vesting (audited information)
On 28 February 2018 Rajiv Sharma and Simon Boddie were granted Long Term Incentive Plan awards in the form of nil cost options over
shares in respect of the performance period 1 January 2018 to 31 December 2020 (referred to as LTIP 2018).
The performance measures were based upon the Total Shareholder Return Performance (TSR), compound annual growth (CAGR) in
Earnings Per Share and cumulative Free Cash Flow relating to Coats Group plc. In considering the outcome the Committee considered the
sale of the Crafts North America business which was divested in February 2019; EPS growth targets remained unchanged although Crafts
North America was removed from the 2017 base year for the purposes of the EPS CAGR calculation and the cumulative Free Cash Flow
target was adjusted downwards by $15m to reflect the removal of the discontinued business in 2019 and 2020. The downward adjustment
to the target was based on the most recent cash contribution of the discontinued business. The achievement of the Long Term Incentive
Plan performance measures and the consequent vesting of the award is shown in the table below. The award has not vested.
LTIP 2018: Performance period 1 January 2018 to 31 December 2020
Measure
Weighting
Threshold
Mid
Maximum
Actual
Compound Annual Growth
in Attributable Profit
Vesting % of total award
Cumulative Free Cash Flow over 3 years
Vesting % of total award
Total Shareholder Return versus the FTSE250
excluding investment trusts
Vesting % of total award
Total
40.0%
40.0%
20.0%
100.0%
7.0%
10.0%
$290m
10.0%
10.0%
19.0%
$320m
25.0%
15.0%
40.0%
$350m
40.0%
-24.7%
0%
$239.8m
0%
Median 62.5th Percentile
Upper Quartile
39th Percentile
5.0%
25.0%
12.5%
56.5%
20.0%
100.0%
0%
0%
Share awards granted in 2020 (audited information)
The following share awards were granted to Executive Directors during the financial year ended 31 December 2020. The targets for
achieving minimum performance for each measure, where these apply, are shown in the tables below.
Coats Group plc Long Term Incentive Plan
Executive Director
Date of grant
Number of
options
awarded
Face value at
award date
Award value as
a % of salary
Share price to
calculate no of
shares
% vesting for
minimum
performance
Performance
period
Simon Boddie
6-Mar-20
1,110,356
£654,000
150%
£0.589
Rajiv Sharma
6-Mar-20
1,558,573
£918,000
150%
£0.589
25% 1 Jan 2020 to
31 Dec 2022
25% 1 Jan 2020 to
31 Dec 2022
Vesting date
6-Mar-23
6-Mar-23
Coats Group plc Deferred Bonus Plan
Executive Director
Simon Boddie
Rajiv Sharma
Number of
options
awarded
Face value at
award date
Award
deferred cash
value as a % of
salary
Share price to
calculate no of
shares
228,310
£134,475
349,640
£205,938
30.8%
33.7%
£0.589
£0.589
Date of grant
6-Mar-20
6-Mar-20
Performance
period
None
None
Vesting date
6-Mar-23
6-Mar-23
The share price used to calculate the number of options awarded under the terms of the Coats Group plc Long Term Incentive Plan and the
Coats Group plc Deferred Annual Bonus Plan is based on the mid-market closing price for the day immediately preceding the grant date,
which was £0.589 for 6 March 2020.
Coats Group plc Annual Report and Accounts 2020
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CONTINUED
Coats Group plc Long Term Incentive Plan
Awards were granted on 6 March 2020 as nil cost options under the terms of the Coats Group plc Long Term Incentive Plan that was
approved by shareholders on 22 May 2014. The LTIP awards will vest, subject to the achievement of performance measures, on the third
anniversary of the date of grant. For Executive Directors an additional two-year holding period applies. The notional value of any dividends
paid on any vested share during the period from grant to the end of the holding period is awarded as additional shares.
Coats Group plc Deferred Annual Bonus Plan
Any awards are not subject to additional performance measures but are subject to clawback in certain circumstances such as gross
misconduct or a material mis-statement of results.
Long Term Incentive Plan awards performance measures
The performance measures applicable to awards granted in respect of the three-year performance period that commenced on 1 January
2020 (LTIP 2020) are shown below. The table on the previous page reflects the performance measures for the award that relates to the
three-year performance period that ended on 31 December 2020 (LTIP 2018).
LTIP 2020 Measures
Weighting
Threshold
Mid
Maximum
Compound Annual Growth (CAGR) in Earnings Per Share
Vesting % of total award
Cumulative Free Cash Flow over 3 years
Vesting % of total award
Total Shareholder Return versus the FTSE250 excluding
investment trusts
Vesting % of total award
40.0%
30.0%
20.0%
5.0%
10.0%
$296m
7.5%
10.0%
25.0%
$326m
18.75%
15.0%
40.0%
$356m
30.0%
Median 62.5th Percentile
Upper Quartile
5.0%
12.5%
20.0%
Sustainability Goals (see details below)
10.0%
See below
Vesting % of total award
Total
100.0%
2.5%
25.0%
6.25%
62.5%
10.0%
100.0%
The Board will consider the growth in normalised EPS, adjusted to exclude the impact of exceptional costs such as property gains or
losses and the impact of variation of the IAS19 (pensions finance) charge. Free Cash Flow targets are based on cumulative Free Cash Flow
generated for each year of the performance period after maintaining the Company’s asset base i.e. operating cash flow minus capital
expenditure, adjusted to reflect any exceptional items, disposals, acquisitions or property gains or losses. Targets are established on a basis
that is before any UK pension scheme deficit repair contributions.
Total Shareholder Return is the total return to shareholders which includes share price growth and ordinary dividends (reinvested on the
ex-dividend date). The performance measure is assessed against a comparator group consisting of the FTSE250, excluding investment trusts.
As disclosed in last year’s report Sustainability goals are included in the performance measures for the first time. The specific targets are:
Water: by 2022 to achieve a 40% reduction, from a 2018 baseline, of water usage per kilogram of thread production.
Energy: by 2022 to achieve a 7% reduction, from a 2018 baseline, of kWH per kilogram of product made.
Effluent and emissions: by 2022 to achieve compliance with Zero Discharge of Hazardous Chemicals effluent standards.
Social: to achieve Great Place to Work accreditation for locations that cover 80% of employees worldwide and to enable all employees to
contribute to community support activities.
Sustainability: reduce waste by 25%, from a 2018 baseline, and progress towards achieving the 2024 goal that all premium polyester thread
will be from 100% recycled meterial.
The Committee retains the discretion to consider whatever adjustments it considers are fair and reasonable when considering performance
against the targets shown. The Committee may adjust the level of vesting if it considers that the performance measures do not reflect the
overall performance of the Company during the performance period or if there has been a material event such as an acquisition or disposal
during the course of the performance period.
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Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationNon-Executive Directors
In response to the Covid pandemic the fee levels for the Chairman and the Non-Executive Directors were reduced by 20% in the period
April to June and there was no annual increase in 2020. The base fee of £60,000 per annum has remained at the same level since
1 October 2013.
Single total figure for Non-Executive Directors’ remuneration for 2020 (audited information)
Non-Executive Directors, excluding the Chairman, who are required to travel long haul (more than five hours one-way) to meetings are
entitled to an additional travel allowance of £1,500 for each roundtrip subject to a maximum of five trips per annum. Additional fees may
be paid for additional duties and time commitments that are undertaken outside the terms of appointment.
Base fee
Supplementary
fee £000
Benefits1
£000
2020
2019
2020
2019
2020
Other fee2
£000
2019
2020
Total
£000
2019
Comments
Mike Clasper
Nicholas Bull
Anne Fahy
David Gosnell
Echo Lu
Fran Philip
2020
£000
2019
237.5
250.0
57.0
57.0
57.0
57.0
57.0
60.0
60.0
60.0
60.0
60.0
-
9.5
11.9
11.9
-
7.1
Alan Rosling
24.7
60.0
2.4
Jakob Sigurdsson
15.0
-
-
Total
562.2
610.0
42.8
50.0
-
10.0
12.5
12.5
-
7.5
7.5
-
-
-
-
-
-
-
-
-
-
3.8
3.3
0.3
3.2
0.4
-
-
-
11.0
-
-
-
-
-
1.5
1.5
-
3.0
-
1.5
1.5
1.5
1.5
7.5
237.5
253.8
66.5
68.9
68.9
57.0
65.6
74.8
74.3
77.2
61.9
75.0
7.5
28.6
75.0
-
15.0
-
21.0
608.0
692.0
Resigned
11-Jun-20
Appointed
1-Oct-20
1 The figure under benefits for Non-Executive Directors relates to business expense re-imbursements which are deemed to be taxable in the UK and include the tax paid by the Company directly to HMRC.
2 Fees under Other Fee represent the £1,500 per trip travel fee payable for Directors (excluding the Chairman) who travel longhaul to attend Board meetings. The travel fee is capped at a maximum of
£7,500 per annum.
The base fee paid by Coats Group plc is £60,000 per annum for Non-Executive Directors and £250,000 for the Chairman.
A supplementary fee is paid to the Senior Independent Director (£10,000 per annum) and Chairs of the Audit and Risk Committee and
Remuneration Committee (£12,500 per annum). Alan Rosling received an additional fee of £7,500 per annum fulfilling a role as Chair of
the Company’s Digital Advisory Committee until his resignation and Fran Philip receives £7,500 per annum for undertaking additional
responsibilities concerning employee engagement.
Payments for loss of office (audited information)
There have been no payments for loss of office during the year. Alan Rosling resigned from the Board on 11 June 2020.
Payments to former Directors (audited information)
There were no payments to former Directors during the year.
Directors service agreements and appointment letters
All Executive Directors, Rajiv Sharma, Simon Boddie and Jackie Callaway, have service agreements which provide for a notice period from
either side of twelve months. With the exception of Simon Boddie, who will retire from the Board and the Company on 31 March 2021, all
of this notice is unexpired. No appointment letters for Non-Executive Directors, including the Chairman, contain a notice period. All service
agreements and appointment letters for Directors are available for inspection at the Company’s registered office during normal hours of
business and will also be available for inspection at the Company’s Annual General Meeting.
Coats Group plc Annual Report and Accounts 2020
87
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationSimon
Boddie
Jackie
Callaway
Rajiv
Sharma
DIRECTORS’ REMUNERATION REPORT
CONTINUED
Statement of Directors’ shareholding and share interests (audited information)
The interests of the Directors who held office during the year, and their closely associated persons (if any), in the shares, options and listed
securities of Coats Group plc and its subsidiaries as at 31 December 2020, are set out below.
Shareholding requirement
Shares
in 2020
beneficially owned
Deferred bonus shares
subject to vesting period
LTIP share options (subject
to performance conditions)
Share options (no
performance conditions)
Number of
shares
Equivalent
% of
salary3
Condition
met?
Executive Director
01-Jan-201
31-Dec-202
01-Jan-201 31-Dec-202
01-Jan-201
31-Dec-202
01-Jan-201
31-Dec-202
1,450,000
200%
Yes
300,000
300,000 316,121 472,925 2,619,915 2,634,381 1,451,723 2,573,091
1,250,000
200%
No
-
75,078
-
-
-
-
-
2,050,000
200%
Yes
400,000 4,039,012 557,800 696,226 3,674,815 3,696,402 5,743,046
Chairman and Non-Executive Directors
Mike Clasper
Nicholas Bull
Anne Fahy
David Gosnell
Echo Lu
Fran Philip
Alan Rosling
Jakob Sigurdsson
1. Or date of appointment, if later.
2. Or date of resignation, if earlier.
N/A 1,490,000 1,690,000
N/A
N/A
N/A
N/A
N/A
N/A
N/A
500,000
500,000
–
40,000
786,475 1,099,990
15,000
-
-
-
15,000
25,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3. The target number of shares is based on the average share price for 2020 which was 58.67p.
The Executive Directors’ shareholding requirement must be met within five years of their appointment to the Board (2 March 2020 for
Rajiv Sharma, 4 July 2021 for Simon Boddie and 1 December 2025 for Jackie Callaway). There is no requirement for Non-Executive Directors.
For the purposes of achieving this target the total number of shares beneficially owned by the Executive Director or a closely associated
person is considered as well as the estimated post-tax number of vested but unexercised share options or deferred bonuses that are not
subject to a performance condition. All Long Term Incentive Plan awards granted to Executive Directors from 29 July 2016 onwards include
a requirement to retain any vested shares (save for any shares that may be sold to satisfy income tax liabilities) until a minimum of the fifth
anniversary of the date of grant.
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Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationDetails of scheme interests as at 31 December 2020 (audited information)
Rajiv Sharma
Award
Deferred bonus shares subject to vesting period
DABP18
DABP19
DABP20
Sub-total
LTIP share options (subject to performance conditions)
LTIP18
LTIP19
LTIP20
Sub-total
Share options (exercised during the year)
Vesting date
Retention
period
Expiry date
No.
Status
Performance
conditions?
4 -Mar-21
4-Mar-22
6-Mar-23
N/A
N/A
N/A
4-Mar-28
184,542
Unvested
4-Mar-29
162,044
Unvested
6-Mar-30
349,640
Unvested
696,226
4-Mar-21
4-Mar-23
4-Mar-28 1,044,578
Unvested
4-Mar-22
4-Mar-24
4-Mar-29 1,093,251
Unvested
6-Mar-23
6-Mar-25
6-Mar-30 1,558,573
Unvested
3,696,402
No
No
No
Yes
Yes
Yes
Award
LTIP14
LTIP15
DABP15
LTIP16
DABP16
LTIP17
DABP17
Sub-total
Vesting date
24-Feb-17
7-Apr-18
7-Apr-18
2-Mar-19
Retention
period
Expiry date
Dividend
equivalents
No.
Exercise
date
Share price
on exercise
N/A 24-Feb-25
749,781
–
17-Dec-20
£0.6940
N/A
N/A
7-Apr-25
1,612,359
18,474
17-Dec-20
£0.6940
7-Apr-25
482,925
5,533
17-Dec-20
£0.6940
N/A 26-Feb-26 2,448,595
58,136
17-Dec-20
£0.6940
26-Feb-19
N/A 26-Feb-26
449,386
10,515
17-Dec-20
£0.6940
5-Mar-20
27-Feb-22
27-Feb-27
1,472,432
88,700
17-Dec-20
£0.6940
5-Mar-20
N/A 27-Feb-27
211,214
12,723
17-Dec-20
£0.6940
7,426,692
194,081
All of the above share option exercises awards are nil priced share options. Details of each award were disclosed in each relevant Single
Figure remuneration table in previous reports.
Awards subject to a retention period must be held until for the duration of the retention period although a proportion may be sold to cover
personal tax obligations if an exercise occurs before the end of the retention period. Mr Sharma sold 47% of shares acquired on exercise
from all awards and retained the balance.
Dividend equivalents are added to vested options at the point of exercise. The number of dividend equivalents is based on the cash value
of dividends paid in the period from grant to vesting or, if applicable, from grant to any later retention period and the share price at the
vesting date.
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information
DIRECTORS’ REMUNERATION REPORT
CONTINUED
Simon Boddie
Award
Deferred bonus shares subject to vesting period
DABP18
DABP19
DABP20
Sub-total
LTIP share options (subject to performance conditions)
LTIP18
LTIP19
LTIP20
Sub-total
Share options (no performance conditions)
LTIP16
LTIP17
DABP17
Sub-total
Vesting date
Retention
period
Expiry date
No.
Status
Performance
conditions?
4-Mar-21
4-Mar-22
6-Mar-23
N/A
N/A
N/A
4-Mar-28
130,384
Unvested
4-Mar-29
114,231
Unvested
6-Mar-30
228,310
Unvested
472,925
4-Mar-21
4-Mar-23
4-Mar-28
744,578
Unvested
4-Mar-22
4-Mar-24
4-Mar-29
779,447
Unvested
6-Mar-23
6-Mar-25
6-Mar-30 1,110,356
Unvested
2,634,381
29-Jul-19
29-Jul-21
29-Jul-26 1,451,723
27-Feb-20 27-Feb-22 27-Feb-27 1,049,862
5-Mar-20
N/A 27-Feb-27
71,506
Vested
Vested
Vested
2,573,091
No
No
No
Yes
Yes
Yes
No
No
No
No options have been exercised by any Director between the year end and the signing of this report. No other Directors have entered into
any transactions since the year end.
The middle market price of Coats Group plc shares at 31 December 2020 was 68.2 pence and the range during the year was 36.5 pence
to 79.6 pence.
Review of performance
The graph (below left) shows the difference between investing £100 in the Company and the constituents of the FTSE All Share Index and
FTSE 250 from 1 January 2011 to 31 December 2020. It is assumed dividends are reinvested over that period. The Board feels the FTSE All
Share Index and the FTSE 250 each provide an appropriate comparator given the Company’s market capitalisation and its presence on the
London Stock Exchange.
To enable comparison with the LTIP performance period an additional graph (below right) is shown on the same basis that reflects the
three-year performance period ending 31 December 2020.
Historical TSR performance
Growth in the value of a hypothetical £100 holding
since 1 January 2011 (with all dividends reinvested)
Historical TSR performance
Growth in the value of a hypothetical £100 holding
since 1 January 2018 (with all dividends reinvested)
£300
£250
£200
£150
£100
£50
£0
£140
£120
£100
£80
£60
£40
£20
£0
01-Jan
2011
01-Jan
2012
01-Jan
2013
01-Jan
2014
01-Jan
2015
01-Jan
2016
01-Jan
2017
01-Jan
2018
01-Jan
2019
01-Jan
2020
01-Jan
2021
01-Jan
2018
01-Jan
2019
01-Jan
2020
01-Jan
2021
FTSE250 Index
FTSE All-Share Index
Coats
90
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationChief Executive total remuneration for the last 10 years1
Executive Director
2011
2012
2013
2014
2015
2016
2017
2018
2019
1,017.0
1,760.3
2,566.9
3,356.7
2,228.1
2020
787.4
CEO single figure of
remuneration (£k)
Annual bonus as a % of
maximum opportunity
LTIP award as a % of
maximum opportunity
–
–
–
–
–
–
–
–
–
–
–
–
Director’s remuneration – percentage change from 2019 to 2020
Executive Directors
Rajiv Sharma
Simon Boddie
Jackie Callaway
Non-Executive Directors
Mike Clasper
Nicholas Bull
Anne Fahy
David Gosnell
Echo Lu
Fran Philip
Alan Rosling
Jakob Sigurdsson
Average of all employees2
87.1% 77.0% 79.5% 66.7% 67.3%
5.0%
–
43.6% 60.0% 84.2% 95.8%
0%
Salary
Benefits3
Bonus
-3.6%
-3.6%
-46.8%
-91.1%
-2.7%
-90.3%
Appointed 1 December 2020
-5%
-5%
-5%
-5%
-5%
-5%
0%
0%
0%
0%
0%
0%
N/A
N/A
N/A
N/A
N/A
N/A
Resigned 10 June 2020
Appointed 1 October 2020
0%
0%
-51.4%
1 The Company did not have an Executive Director who performed the role of CEO until 2 March 2015, when the Company completed its transition from Guinness Peat Group plc to Coats Group plc.
The increase in CEO remuneration from 2015 to 2016 is therefore largely influenced by the 2015 single figure data being part year data. The CEO figures for 2017, 2018 and 2019 reflect the appointment
of Rajiv Sharma and in particular the increase in benefits reflect the relocation and expatriate support that was offered to him following his appointment as CEO on 1 January 2017.
2 The average of all employees reflects the total number of employees based in the UK. The UK has been chosen as the most appropriate comparator group because the CEO is based in the UK and the
majority of Coats employees who are employed outside the UK are working in locations with very different inflationary and market pressures. The UK employee population includes employees across
all levels of the organisation. A reduction of pay was applied in the second quarter of 2020 but this was matched by a ccrresponding reduction in hours.
3. The significant decrease for benefits in 2020 for the CEO arises because of the level of one-time relocation related benefits provided in 2019.
4. Non-Executive Directors do not receive benefits-in-kind however, figures are disclosed in the benefits Single Figure table to reflect business expense payments that are regarded as taxable by the UK
tax authority. Year-on-year variations in the reported taxable benefits value have been ignored for this purpose unless there is the provision of a material specific benefit or if the difference in benefit
is greater than £5,000 from one year to the next.
Relative importance of spend on pay
The table below shows the total pay for all of the Company’s employees compared to other key financial indicators.
Employee costs (US$m)
Distributions to shareholders1 (US$m)
Average number of employees
Revenues from continuing operations (US$m) – CER basis
Operating profit pre-exceptional (US$m) – CER basis
1. By way of dividends.
Year to
31 December
2020
Year to
31 December
2019
272.1
–
303.0
24.4
17,082
16,876
1,163.3
1,356.0
110.6
195.3
% change
(10)%
(100)%
1%
(14)%
(43)%
Coats Group plc Annual Report and Accounts 2020
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CONTINUED
Additional information on number of employees, total revenues and profit has been provided for context. The figures for employee costs,
average number of employees, revenues and operating profit in 2020 and 2019 have been stated on the basis of continuing operations
only. Information for 2020 includes acquisitions made during the year. The figures for revenues and operating profit are on a constant
exchange rate (CER) basis with amounts for 2019 restated at 2020 exchange rates.
CEO pay ratio
Coats is not required to publish a CEO pay ratio as the Group employs less than 250 employees in the UK. However, the Company publishes
a disclosure on a voluntary basis.
Salary
Salary plus bonus
Total pay
Financial
year
Calculation
methodology
2019
2020
A
A
P25
21
20
P50
12
12
P75
8
7
P25
37
20
P50
20
12
P75
11
7
P25
58
20
P50
36
14
P75
19
7
Year on year change in CEO pay ratio
i
n
a
d
e
m
o
t
y
a
p
O
E
C
f
o
o
i
t
a
R
y
a
p
e
e
y
o
p
m
e
l
40
35
30
25
20
15
10
5
Salary
Salary plus bonus
Total pay
2019
2020
The ratio of pay has remained constant considering that no salary reviews were awarded during 2020 and the CEO ratios that reflect
incentive pay have reduced considerably due to the much lower bonus outcome in 2020 and no vesting of long term incentive awards.
The lower quartile, median and upper quartile employees were identified on the basis of full-time equivalent total remuneration and
benefits in the twelve month period ending 31 December 2020 (this is referred to as methodology A according to the Regulations).
This calculation methodology was selected as it was the closest comparative methodology to the basis on which the remuneration for the
CEO is disclosed for the year ended 31 December 2020. The UK workforce is the most appropriate comparator group because the CEO
is UK based and the pay of the global workforce is subject to very significant fluctuations due to local inflationary pressures and foreign
exchange rate movements.
The Committee has considered the pay data for the three individuals identified and concludes that the median ratio is a fair reflection
of the movement of pay and reward within the UK workforce especially considering that the pay for all three individuals does not include
any share-based incentive remuneration. In addition, the data was compared to the average of five individuals above and below their
remuneration in terms of total compensation and mix of pay for the year to 31 December 2020 to ensure the percentile ranking for each
individual was comparable to all individuals within that quartile grouping. No adjustments have been made to the remuneration other than
to ensure that the remuneration is equivalent to a full-time employee and where a performance bonus is relevant an assumption, based on
the average attainment for the element linked to personal performance has been assumed. The Committee is satisfied that any assumptions
do not have a material impact on the selected reference employee nor on the calculated ratio. The remuneration details for the individuals
are shown below.
Base pay
Base and bonus
Total remuneration
CEO
P25
P50
P75
£581,400
£28,500
£48,925
£85,500
£627,300
£30,750
£52,788
£92,250
£787,392
£38,574
£57,099
£106,906
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A significant proportion of the CEO’s remuneration is appropriately linked to the Company’s performance and share price movements
over time which may fluctuate materially over time. To enable a comparison to be made which reflects this element of variable pay a ratio
has been calculated which reflects base pay and base pay and bonus.
Corporate Governance Code requirements
In order to satisfy Provision 40 of the Corporate Governance Code the Directors also reviewed the operation of the policy and considered
the consistency of the Remuneration Policy with the remuneration policies elsewhere in the Group. The Committee reviewed the incentive
pay structures operated throughout the Group and are satisfied that the design of the arrangements sought to achieve an acceptable
balance between the overall financial performance of the Group, the various operating businesses and, where appropriate, individual
performance. The Remuneration Committee and the full Board are made aware of, and consulted on, the Company’s Human Resources
strategy and take seriously its obligations to have a greater degree of oversight on the operation of fair pay policies elsewhere in the Group.
In particular, the Committee has established additional time to proactively support the Company’s projects such as the development and
implementation of a global Living Wage policy as an enhancement to any local legal minimum wage legislation in response to a very
constructive dialogue with one of the Company’s shareholders. One of the Committee’s members, Fran Philip, is the designated Director
with responsibility for wider employee engagement and her influence will assist in developing this wider support.
Statement of implementation of Remuneration Policy for 2021
Base salaries for Executive Directors and fees for the Non-Executive Directors will be reviewed on 1 July 2021. The Chairman’s fee will
remain £250,000 per annum from 1 July 2021 following David Gosnell’s appointment.
Rajiv Sharma will receive a base salary of £612,000 per annum; a fixed pension benefit of £122,400; a car allowance of £20,000 per
annum; medical, life and income replacement insurance.
Jackie Callaway will receive a base salary of £380,000 per annum; a pension benefit of 12% per annum which will increase following
any salary review; a car allowance of £15,000 per annum; medical, life and income replacement insurance. As part of the terms of her
recruitment she will also be entitled during 2021 to a maximum cash payment of £100,000 as compensation for the loss of an annual
bonus from her previous employer. The Committee will determine the amount of the payment in 2021 when it is possible to verify the
extent of the loss incurred from information that will be publicly available. It is a condition of the payment that by 31 December 2021
Jackie will have purchased Coats shares of equivalent value of the net compensation paid. The payment will be disclosed in next year’s report.
Simon Boddie will receive until his retirement on 31 March 2021 a base salary of £436,000 per annum, a fixed pension allowance of
£87,200 per annum, a car allowance of £15,000 per annum, medical insurance, life insurance and income replacement insurance. He will
be eligible for a pro-rata bonus for 2021 based on three months service which will be paid fully in cash. No further equity awards will be
granted and he will be treated as a retiree for the purposes of all Long Term Incentive and Deferred Annual Bonus awards.
In accordance with the Remuneration Policy approved by shareholders on 11 June 2020 the LTIP opportunity for the Chief Executive Officer
will be increased from 150% to 175% and the maximum annual bonus opportunity will remain 150%. The maximum bonus opportunity
for other Directors will be 115% and the LTIP opportunity for Jackie Callaway will be 150%; no LTIP award will be granted to Simon Boddie
in 2021 and he will be regarded as a retiree for the purposes of all existing awards. The compulsory three-year deferral into shares of the
2021 bonus outcome will be 50% for the Chief Executive Officer (Rajiv Sharma) and 40% for the Chief Financial Officer (Jackie Callaway).
No deferral will be applied to any pro-rata bonus awarded to Simon Boddie following his retirement. A post-termination minimum
shareholding requirement applies to all Executive Directors for two years following termination of employment based on 100% of the MSR
or the actual shareholding at termination.
The performance measures and weightings for annual and long term incentives are shown below. For the annual bonus the weightings
for Sales will be increased from 10% to 30% and the EBIT measure will be decreased from 50% to 30%. As referred to in the Committee
Chairman’s opening statement this is to reflect the Company’s focus for 2021 of maximising sales growth from 2020 to recover sales from
existing customers and to gain market share. The Committee will ensure that any payment for the Sales measure is reflective of achieving
an acceptable level of margin for the sales achieved.
Annual bonus
Measure
Sales
Earnings Before Interest and Taxation
Free Cash Flow
Individual objectives
Long Term Incentive
Weighting
Measure
30% Earnings Per Share
30% Free Cash Flow
20% Total Shareholder Return
20% Sustainability
Weighting
40%
30%
20%
10%
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationDIRECTORS’ REMUNERATION REPORT
CONTINUED
Annual bonus targets are based on adjusted operating profit and adjusted free cash flow excluding the impact of any exchange rate
fluctuations. The Company does not publish annual bonus targets in advance as these figures are considered commercially sensitive but
will do so at the time the bonus award is disclosed.
The Long Term Incentive Plan awards granted in 2021 will be subject to the following targets:
Measure
EPS in 2023 (adjusted as described below)
Vesting % for EPS measure
Cumulative Free Cash Flow (US$m) over three years
Vesting % for FCF measure
Threshold
6.0 cents
25%
$205m
25%
Mid
7.0 cents
62.5%
$242.5m
62.5%
Maximum
8.0 cents
100%
$280.0m
100%
Total Shareholder Return vs FTSE250 excluding investment trusts
Median 62.5th Percentile
Upper Quartile
Vesting % of each measure for TSR measure
25%
62.5%
100%
Straight line vesting occurs between Threshold, Mid and Maximum.
The cumulative Free Cash Flow target is subject to adjustment and is calculated before dividends and before any deficit repair contributions
to UK pension schemes. EPS growth is based on EPS growth adjusted to exclude the impact of any variation in the pension finance charge.
The Committee recognises the important concerns of shareholders regarding Environmental, Social and Governance issues. Sustainability
targets have been reflected in the Long Term Incentive measures since 2020, with a 10% weighting, to emphasise the importance of
delivering the Company’s objectives and priorities in this area. Specifically these targets for the LTIP award in 2021 will be based on
sustaining and maintaining in 2023 a reduction (versus a 2018 baseline) of 40% in water usage, a 7% reduction in energy usage and a
25% reduction in waste; compliance with Zero Discharge of Hazardous Chemicals effluent standards; the achievement of Great Place to
Work or equivalent accreditation in sites that cover at least 80% of our employees worldwide and providing opportunities for all employees
to support community development activities and increasing the use of recycled material in our premium poyester threads. Further details
including updates of our progress can be in this Annual Report and in our Sustainability Report available at www.coats.com/sustainability.
Consideration by the Directors of matters relating to Directors’ remuneration
The members of the Committee were: David Gosnell (Chairman), Echo Lu, Fran Philip and Alan Rosling (until June 2020). Echo Lu chaired
one meeting that concerned the terms of appointment that would be offered to David Gosnell as Chairman of the Company; David Gosnell
did not attend this meeting.
In reviewing remuneration arrangements the Committee considers the terms and conditions of employees across the Group. In this regard,
Fran Philip, as a member of the Committee, is able to provide insight and support from her role as the designated director responsible for
wider employee engagement.
The responsibilities of the Committee are set out in the Corporate Governance section of the Annual Report. The Committee also received
assistance from Stuart Morgan (who also acted as Secretary to the Committee), Monica McKee (Group HR Director) and Brendan Fahey
(Reward Director). No Directors are involved in deciding their own remuneration.
The Company received advice from Herbert Smith Freehills LLP in relation to legal matters relating to the Group’s incentive plans. Mercer-
Kepler provided independent advice to the Company principally in relation to the design and performance targets set for the Group’s
incentive plans, benchmarking of Executive Directors’ pay, review of the Directors’ Remuneration Report and regulatory developments in
remuneration governance and practice. Mercer-Kepler received fees of £54,487 for time spent and materials used in providing advice to the
Company during the period to 31 December 2020. Mercer-Kepler provide no other advice to the Company or any of the Directors and the
Committee is satisfied that the advice provided was fair and objective. The Committee appointed Mercer-Kepler because of their extensive
knowledge of Coats’ strategy and operations and development and supported the Committee in the transition from being a subsidiary of
the Guinness Peat Group plc to Coats Group plc.
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Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationStatement of voting at the General Meeting
At the AGM of the Company on 11 June 2020 the results of the vote regarding Resolution 2 (to approve the Annual Report on
Remuneration) were:
Votes for
Votes against
Number
860,050,547
%
98.8
Number
10,755,942
%
1.2
Votes
total
Votes
withheld
870,806,489
61,888,506
At the AGM of the Company on 11 June 2020 the results of the vote regarding Resolution 3 (to approve the Directors Remuneration Policy
were):
Votes for
Votes against
Number
933,453,843
%
98.8
Number
11,759,000
%
1.2
Votes
total
945,212,843
Votes
withheld
78,764
A copy of the Remuneration Policy will be made available at www.coats.com/governance.
Assessment of the effectiveness of the Committee
During the year the Board undertook a review of the effectiveness of the Board and Board Committees, including the Remuneration
Committee, in accordance with the requirements under the Code. The review involved a questionnaire of all of the Committee members
and regular presenters to the Board. The overall conclusion is that the Committee is working well and is covering its remit with relatively
few areas for improvement highlighted.
The Remuneration Report was approved by a Committee of the Board of Directors on 3 March 2021 and signed on its behalf by:
David Gosnell
Chairman, Remuneration Committee
3 March 2021
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationINDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF COATS
GROUP PLC
Report on the audit of the financial statements
1 Opinion
In our opinion
• the financial statements of Coats Group plc (the ‘parent company’) and its subsidiaries (the ‘group’) give a true and fair view of the
state of the group’s and of the parent company’s affairs as at 31 December 2020 and of the group’s profit for the year then ended;
• the group financial statements have been properly prepared in accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006 and International Financial Reporting Standards (IFRSs) as adopted by the
European Union;
• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and
Republic of Ireland”; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
• the Consolidated Income Statement;
• the Consolidated Statement of Comprehensive Income;
• the Consolidated Statement of Financial Position;
• the Consolidated Statement of Changes in Equity;
• the Consolidated Statement of Cash Flows;
• the Notes to the Financial Statements 1 to 37;
• the Company Balance Sheet;
• the Company Statement of Changes in Equity;
• the Company Cash Flow Statement; and
• the Notes to the Company Financial Statements 1 to 6.
The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and
international accounting standards in conformity with the requirements of the Companies Act 2006 and IFRSs as adopted by the European
Union. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable
law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of
Ireland” (United Kingdom Generally Accepted Accounting Practice).
2 Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We confirm that the non-audit
services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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coats.com/investorsStrategic reportCorporate governanceFinanacial statementsOther information3 Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current year were:
• Lower Passaic River Study Area litigation provision;
• material assumptions underlying retirement benefit obligations;
• uncertain tax positions; and
• impairment of fixed assets.
Due to the impact of the Covid pandemic, the level of audit effort, judgement and complexity in our
assessment of management’s impairment review analysis of fixed assets has increased. Accordingly, this is
a new key audit matter in the current year.
The materiality that we used for the group financial statements was $6.5 million, which was determined on
the basis of 0.6% of revenue. We have changed the basis on which materiality is determined in the current
period to reflect the volatility in the results of the group arising from the impact of Covid. For further details
refer to section 6 of this report.
Coats Group plc was subject to a full statutory audit by the group auditor. Due to the widespread nature
of the group, the audit is subject to scoping decisions on overseas components. Our full-scope audit of
components provided coverage of 67% of the group’s net assets, 71% of the group’s revenue and 79%
of the group’s profit before tax from profit making components.
We have identified impairment of fixed assets as an additional key audit matter as set out above.
Materiality
Scoping
Significant changes in our
approach
4 Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group and parent company’s ability to continue to adopt the going concern basis of
accounting included:
• Considering as part of our risk assessment the nature of the group, its business model and related risks including where relevant the
impact of Brexit and Covid, the requirements of the applicable financial reporting framework and the system of internal control;
• Assessing the sales and gross margin forecast in management’s base case against the historical trading results of the group, the latest
economic forecasts, the latest customer order book and our understanding of management’s discussions with key customers;
• Challenging management on the accuracy of the forecasted cost savings and the extent to which these are already demonstrated and
within the management’s control;
• Testing the mechanical and logical accuracy of management’s assessment;
• Assessing the consistency of management’s forecast covenant compliance calculation in relation to the facility agreements; and
• Assessing the likelihood of management’s reverse stress test.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the group and parent company’s ability to continue as a going concern for a period of at least
twelve months from when the financial statements are authorised for issue.
In relation to the reporting on how the group has applied the UK Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of
this report.
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coats.com/investorsStrategic reportCorporate governanceFinanacial statementsOther informationINDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF COATS
GROUP PLC CONTINUED
5 Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements
of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we
identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit;
and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
5.1 Lower Passaic River Study Area litigation provision
Key audit matter
description
Along with other textile manufacturers, and chemical producers, the group is subject to ongoing litigation
proceedings by the US Environmental Protection Agency (EPA) with regard to environmental damage caused
by historical operations of the group in the Lower Passaic River Study Area.
How the scope of our
audit responded to the
key audit matter
In March 2016, the EPA issued a Record of Decision providing a basis for management to estimate a
provision in respect of remediation and legal costs which amounts to $12.6 million (2019: $14.6 million),
net of insurance proceeds, at 31 December 2020. This is currently considered by management to be the
best estimate of the anticipated share of the future liability and legal fees, given the information available.
Judgement is required to estimate what, if any, the group’s share of the total remediation costs is likely
to be.
Refer to note 1 for the relevant accounting policy. The carrying value of the provision and background
information to the matter is included in note 28 of the financial statements and management discuss the
matter as a significant financial and reporting issue in the audit and risk committee report on page 68.
We obtained an understanding of the relevant control regarding the recognition of the provision and
evaluated whether this had been implemented as designed.
We evaluated management’s assumptions, including a review of evidence used in estimating the group’s
share of total remediation costs for the Lower Passaic River Study Area, both in terms of appropriateness of
recognition and the valuation thereof. We verified the material cash outflows relating to the utilisation of
the element of the total provision that relates to legal costs and made enquiries of management to confirm
whether any further correspondence had been received in connection with this matter.
We evaluated the competence of management’s external legal advisers. We considered the legal advice
management had obtained in relation to litigation and directly challenged management’s judgements
through inspecting the relevant third party legal confirmation and through discussion with the key external
legal adviser and our internal environmental specialist.
Key observations
There were no material developments during 2020 that would result in a re-measurement of the underlying
remediation provision. Management has properly taken into account the latest information available from
their third party legal advisors.
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coats.com/investorsStrategic reportCorporate governanceFinanacial statementsOther information5.2 Material assumptions underlying retirement benefit obligations
Key audit matter
description
How the scope of our
audit responded to the
key audit matter
The retirement benefit obligations recognised in the statement of financial position in respect of defined
employee benefits are the present values of the defined benefit obligations at the year-end less the fair
value of any associated assets. The gross actuarial value of scheme liabilities of Coats Group plc at
31 December 2020 was $3,589 million (2019: $3,276 million).
The assumptions used in the valuation are relatively sensitive to small changes and can result in a material
difference in the net deficit recognised of $225.8 million (2019: $181.3 million). Key assumptions involved in
the determination of the present values of the UK and US defined benefit obligations include discount rates,
mortality and inflation rates.
The carrying values of the group’s pension obligations as well as a sensitivity analysis relating to the group’s
major defined benefit pension arrangements are included in note 10 of the financial statements and the
accounting policy is detailed in note 1. Management identify UK retirement benefit obligations as a key
source of estimation uncertainty in note 1 of the financial statements and discuss the matter as a significant
financial and reporting issue in the audit and risk committee report on page 68.
We obtained an understanding of the relevant control over the pension assumptions and evaluated whether
this had been implemented as designed.
We worked with our own pension specialists to challenge the assumptions underlying management’s
calculation of the group defined benefit scheme. We have compared the key assumptions to industry
benchmarks and prior year rates.
We evaluated the competence of the experts that management engaged to calculate the defined benefit
pension obligations, by checking they are qualified and affiliated with the appropriate industry body; and
we evaluated the sensitivity of the pension scheme liabilities to differences between our independent
reasonable range for key assumptions and the key assumptions determined by management, both
individually and in aggregate.
Key observations
The key assumptions used in the calculation of the retirement benefit obligations were within our
reasonable ranges.
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coats.com/investorsStrategic reportCorporate governanceFinanacial statementsOther informationINDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF COATS
GROUP PLC
5.3 Uncertain tax positions
Key audit matter
description
The group evaluates uncertain tax items, which are subject to interpretation and agreement of the position
with the local tax authorities, and consequently agreement may not be reached for a number of years.
Given the global operations of Coats, the group is exposed to a large number of tax jurisdictions and
this exposure gives rise to a number of judgemental taxation positions, such as cross-border transactions.
The group’s uncertain tax provisions at 31 December 2020 amount to $15.0 million (2019: $14.1 million).
There is a risk that there are matters excluded from the gross exposure calculation and there is judgement
required to determine the amount to be provided against known exposures. We have therefore identified
a key audit matter relating to the valuation of the central tax provision.
Refer to note 1 for the relevant accounting policy. The group’s effective tax rate reconciliation is provided
in note 9 and the matter is discussed as a significant financial and reporting issue in the audit and risk
committee report on page 68.
We obtained an understanding of the relevant controls over the central tax provision and evaluated whether
these had been implemented as designed.
We worked with our tax specialists in key jurisdictions to evaluate and challenge the appropriateness
of judgements and assumptions made by management with respect to their assessment and valuation
of the central tax provision. This included a review of applicable third party evidence and inspection of
correspondence with tax authorities to assess the adequacy of the associated provision and disclosures.
We also consider the tax provisions communicated by our full scope component auditors against the
central tax provision.
How the scope of our
audit responded to the
key audit matter
Key observations
We are satisfied that the provisions raised in respect of the potential taxation exposures are appropriate.
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coats.com/investorsStrategic reportCorporate governanceFinanacial statementsOther information5.4 Impairment of fixed assets
Key audit matter
description
In light of the impact of Covid, there is a heightened risk of impairment in respect of the group’s property,
plant and equipment balance of $254.4 million, intangible assets balance of $288.6 million and right-of-use
assets balance of $60.7 million at 31 December 2020.
How the scope of our
audit responded to the
key audit matter
Following the impact of Covid, management identified significant indicators of impairment for certain
cash generating units at 30 June 2020. In line with the requirements of IAS 36 impairment of assets,
management prepared full impairment reviews for each of these cash generating units at 30 June 2020.
The group recognised an impairment charge of $5 million at 30 June 2020 in respect of plant and
equipment and right-of-use assets.
Management has reassessed whether significant indicators of impairment exist at 31 December 2020 for
any cash generating units. There is judgement required by management in determining whether indicators
of impairment exist in respect of each of the cash generating units and therefore the completeness of cash
generating units identified that require a full impairment review to be performed.
There is also judgement required by management in determining their future cash flow forecasts in respect
of the units most at risk of a material impairment to the carrying value of plant and equipment, intangible
assets and right-of-use assets, and whether this represents a key source of estimation uncertainty.
The carrying values of the group’s intangible assets and details of the stress test analysis management has
performed on their value in use impairment assessments are included in note 13 of the financial statements
and the accounting policy is detailed in note 1. The matter is further discussed as a significant financial and
reporting issue in the audit and risk committee report on page 68.
We have completed the following procedures:
• obtained an understanding of relevant controls relating to management’s impairment review and
evaluated whether such controls had been implemented as designed;
• tested the mechanical accuracy of the models and cash flow forecasts;
• challenged the key assumptions used by management in their impairment review through comparison
to historical performance and external evidence;
• considering the extent to which the possible effects of Covid should be included in the impairment
models and assessing the impact of the pandemic with reference to the recent performance of
the group;
• performed sensitivity and breakeven analysis on the forecasts to identify whether a cash generating
unit is materially sensitive to reasonable changes in assumptions and challenge management’s
downside valuations;
• engaged our internal valuation specialists to assess the appropriateness of the discount rates determined
by management at year-end; and
• engaged our real-estate specialists to assess the appropriateness of the property valuations obtained
by management.
Key observations
We concur with management’s identification of units showing significant indicators of impairment. We also
concur with the value of the impairment recognised by management.
We concur with management’s conclusion that there is not a significant risk of a change in assumption
occurring within 12 months of the reporting period that would result in a material change to the carrying
value of non-current assets held by the group.
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coats.com/investorsStrategic reportCorporate governanceFinanacial statementsOther informationINDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF COATS
GROUP PLC CONTINUED
6 Our application of materiality
6.1 Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions
of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work
and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Materiality
$6.5 million (2019: $8.2 million)
$5.8 million (2019: $7.4 million)
Group financial statements
Parent company financial statements
Basis for determining
materiality
Group materiality is based on 0.6% of revenue
(2019: 5% of adjusted profit before tax).
Rationale for the
benchmark applied
Revenue $1,163m
In the prior year, materiality was determined on the
basis of 5% of adjusted profit before tax. As a result
of the impact of Covid on group profitability, we
have determined current year materiality on the basis
of 0.6% of group revenue which is a consistent
percentage in relation to the prior year financial
years. This approach is a change from the prior year
to reflect the volatility in the results of the group
arising from the impact of Covid.
Parent company materiality equates to 0.6% of net
assets, having been capped at 90% (2019: 90%)
of group materiality.
The parent company is primarily an investment
holding company and net assets is considered the
most appropriate benchmark.
Group materiality
$6.5m
Component
materiality range
$2.6m to $3.9m
Audit and risk
committee reporting
threshold $0.3m
Revenue
Group materiality
6.2 Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected
misstatements exceed the materiality for the financial statements as a whole.
Group financial statements
Parent company financial statements
Performance materiality
65% (2019: 70%) of group materiality
65% (2019: 70%) of parent company materiality
Basis and rationale for
determining performance
materiality
In determining performance materiality, we considered our history of auditing the entity, including the
lack of significant deficiencies and errors identified in previous years. The reduced performance materiality
reflects our consideration of the business disruption brought on by the ongoing global pandemic and the
risk it poses to the group’s internal control environment.
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coats.com/investorsStrategic reportCorporate governanceFinanacial statementsOther information6.3 Error reporting threshold
We agreed with the audit and risk committee that we would report to the Committee all audit differences in excess of $0.3 million (2019:
$0.4 million), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to
the audit and risk committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.
7 An overview of the scope of our audit
7.1 Identification and scoping of components
Coats Group plc was subject to a full statutory audit by the group auditor. Due to the geographically widespread nature of the group,
the audit is subject to scoping decisions on overseas components. We focused our group audit scope on 11 (2019: 11) overseas components
spread across four continents, which were subject to full audits. Our involvement in their audits is as follows:
• Given the global travel restrictions during 2020, we have not physically visited Coats components in the year. We have however visited
10 of the 11 full scope components periodically over the previous three years and we have continued our remote interactions with our
full scope component audit teams.
• For all components, we held planning calls, maintained regular contact throughout the audit process, directed the audit procedures
performed and reviewed the risk assessment and work of overseas component auditors.
Our audit work at these components was executed at levels of materiality set by the group engagement team, which were lower than the
group materiality and range from $2.6 million to $3.9 million (2019: $3.3 million to $6.2 million).
The 11 overseas components and UK components subject to full audit scope account for 67% of the group’s net assets (2019: 75%), 79%
of the group’s profit before tax within the group’s profit making components (2019: 79%) and 71% of the group’s revenue (2019: 77%). If
including the specified procedures performed over the revenue in Pharr HP, we have obtained coverage over 76% of the group’s revenue.
Additionally, five components were subject to specified audit procedures. These components were selected in order to provide an
appropriate basis for undertaking the audit work to address the risks of material misstatement identified above. Our oversight of these
components was the same as for components subject to full audits, maintaining regular contact throughout the audit process.
At the group level we also tested the consolidation process and carried out analytical procedures to confirm our conclusion that there were
no significant risks of material misstatement of the aggregated financial information of the remaining components not subject to audit or
audit of specified account balances.
Revenue
Profit before tax
Net assets
71% Full audit scope
11% Specified audit procedures
18% Review at group level
79% Full audit scope
1% Specified audit procedures
20% Review at group level
67% Full audit scope
15% Specified audit procedures
18% Review at group level
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coats.com/investorsStrategic reportCorporate governanceFinanacial statementsOther informationINDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF COATS
GROUP PLC CONTINUED
7.2 Our consideration of the control environment
Coats Group plc plc is reliant on the effectiveness of a
number of IT applications and controls to ensure that financial
transactions are processed and recorded completely and accurately.
The financial reporting systems of the group is spread across four
operating instances.
The India component audit team relies upon controls across various
operating cycles, which are dependent upon one of these instances;
the general IT controls and relevant entity level controls of which
we found to be operating effectively. As a result, we relied on the
operating effectiveness of controls over the operating cycles of
this component.
The rest of the in-scope components are independently reliant upon
their respective operating instances within the group. Aligned with
our planned audit approach we did not seek to place reliance upon
the operating effectiveness of the general IT and entity level controls
within these components.
7.3 Working with other auditors
The same audit team is responsible for the audit work of the group
and the component audits within the United Kingdom and the
United States of America.
The group audit team also supervises and provides oversight
over eleven overseas components. The group audit team held
regular communication with these component auditors ahead
of and during the year-end audit process. Oversight of the
component audit teams included reviewing their audit work
via video conferencing.
At the Coats Group plc parent entity level we also tested the
consolidation process and carried out analytical procedures to
confirm our conclusion that there were no significant risks of
material misstatement of the aggregated financial information
of the remaining components not subject to audit or audit of
specified account balances.
8 Other information
The other information comprises the information included in
the annual report, other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other
information contained within the annual report. Our opinion on the
financial statements does not cover the other information and, except
to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
course of the audit or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves.
If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are required
to report that fact.
We have nothing to report in this regard.
9 Responsibilities of directors
As explained more fully in the directors’ responsibilities statement,
the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible
for assessing the group’s and the parent company’s ability to
continue as a going concern, disclosing as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group
or the parent company or to cease operations, or have no realistic
alternative but to do so.
10 Auditor’s responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
financial statements.
A further description of our responsibilities for the audit of
the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
11 Extent to which the audit was considered capable of
detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud
is detailed below.
11.1 Identifying and assessing potential risks related to
irregularities
In identifying and assessing risks of material misstatement in respect
of irregularities, including fraud and non-compliance with laws and
regulations, we considered the following:
104
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinanacial statementsOther information• the nature of the industry and sector, control environment
and business performance including the design of the group’s
remuneration policies, key drivers for directors’ remuneration,
bonus levels and performance targets;
11.2 Audit response to risks identified
As a result of performing the above, we did not identify any
key audit matters related to the potential risk of fraud or non-
compliance with laws and regulations.
• results of our enquiries of management , group internal audit
Our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to
supporting documentation to assess compliance with provisions
of relevant laws and regulations described as having a direct
effect on the financial statements;
• enquiring of management, the audit and risk committee and
external legal counsel concerning actual and potential litigation
and claims;
• performing analytical procedures to identify any unusual or
unexpected relationships that may indicate risks of material
misstatement due to fraud;
• reading minutes of meetings of those charged with governance,
reviewing internal audit reports and reviewing correspondence
with tax and licensing authority;
• in addressing the risk of fraud in revenue recognition, we have
substantively tested a sample to assess whether both the global
and local rebates recognised are accurate and complete; and
• in addressing the risk of fraud through management override of
controls, testing the appropriateness of journal entries and other
adjustments; assessing whether the judgements made in making
accounting estimates are indicative of a potential bias; and
evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations
and potential fraud risks to all engagement team members including
internal specialists and significant component audit teams, and
remained alert to any indications of fraud or non-compliance with
laws and regulations throughout the audit.
and the audit and risk committee about their own identification
and assessment of the risks of irregularities;
• any matters we identified having obtained and reviewed
the group’s documentation of their policies and procedures
relating to:
– identifying, evaluating and complying with laws and
regulations and whether they were aware of any instances
of non-compliance;
– detecting and responding to the risks of fraud and
whether they have knowledge of any actual, suspected
or alleged fraud;
– the internal controls established to mitigate risks of fraud
or non-compliance with laws and regulations;
• the matters discussed among the audit engagement team
including significant component audit teams, and involving
relevant internal specialists, including tax, valuations, real estate,
pensions, IT and industry specialists regarding how and where
fraud might occur in the financial statements and any potential
indicators of fraud.
As a result of these procedures, we considered the opportunities
and incentives that may exist within the organisation for fraud and
identified the greatest potential for fraud in the following area:
the valuation of accrued customer rebates in relation to revenue
recognition. In common with all audits under ISAs (UK), we are
also required to perform specific procedures to respond to the risk
of management override.
We also obtained an understanding of the legal and regulatory
framework that the group operates in, focusing on provisions
of those laws and regulations that had a direct effect on the
determination of material amounts and disclosures in the financial
statements. The key laws and regulations we considered in this
context included the UK Companies Act, Listing Rules, pensions
legislation and tax legislation.
In addition, we considered provisions of other laws and regulations
that do not have a direct effect on the financial statements but
compliance with which may be fundamental to the group’s ability
to operate or to avoid a material penalty.
Coats Group plc Annual Report and Accounts 2020
105
coats.com/investorsStrategic reportCorporate governanceFinanacial statementsOther informationINDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF COATS
GROUP PLC CONTINUED
14 Matters on which we are required to report by exception
14.1 Adequacy of explanations received and accounting
records
Under the Companies Act 2006 we are required to report to you if,
in our opinion:
• we have not received all the information and explanations we
require for our audit; or
• 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 are not in agreement
with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2 Directors’ remuneration
Under the Companies Act 2006 we are also required to report
if in our opinion certain disclosures of directors’ remuneration
have not been made or the part of the directors’ remuneration
report to be audited is not in agreement with the accounting
records and returns.
We have nothing to report in respect of these matters.
15 Other matters which we are required to address
15.1 Auditor tenure
Following the recommendation of the audit and risk committee,
we were appointed by the board of directors on 17 June 2003 to
audit the financial statements for the year ending 31 December
2003 and subsequent financial periods. The period of total
uninterrupted engagement including previous renewals and
reappointments of the firm is 18 years, covering the years ending
31 December 2003 to 31 December 2020.
15.2 Consistency of the audit report with the additional
report to the audit and risk committee
Our audit opinion is consistent with the additional report to the
audit and risk committee we are required to provide in accordance
with ISAs (UK).
Report on other legal and regulatory
requirements
12 Opinions 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.
In our opinion, based on the work undertaken in the course of
the audit:
• the information given in the strategic report and the directors’
report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been
prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group
and the parent company and their environment obtained in the
course of the audit, we have not identified any material
misstatements in the strategic report or the directors’ report.
13 Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in
relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the group’s compliance
with the provisions of the UK Corporate Governance Code specified
for our review.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
• the directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and any
material uncertainties identified set out on page 76;
• the directors’ explanation as to its assessment of the group’s
prospects, the period this assessment covers and why the
period is appropriate is set out on page 44;
• the directors’ statement on fair, balanced and understandable
set out on page 67;
• the board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 76;
• the section of the annual report that describes the review of
effectiveness of risk management and internal control systems
set out on page 69; and
• the section describing the work of the audit and risk
committee set out on page 66.
106
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinanacial statementsOther information16 Use of our report
This report is made solely to the company’s members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state
to the company’s members those matters we are required to state
to them in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company’s
members as a body, for our audit work, for this report, or for the
opinions we have formed.
Edward Hanson (senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
3 March 2021
Coats Group plc Annual Report and Accounts 2020
107
coats.com/investorsStrategic reportCorporate governanceFinanacial statementsOther informationCONSOLIDATED INCOME STATEMENT
Year ended 31 December
Continuing operations:
Revenue
Cost of sales
Gross profit
Distribution costs
Administrative expenses
Other operating income
Operating profit
Share of profits of joint ventures
Finance income
Finance costs
Profit before taxation
Taxation
Profit from continuing operations
Profit/(loss) from discontinued operations
Profit for the year
Attributable to:
Equity shareholders of the company
Non-controlling interests
Earnings per share (cents):
Continuing operations:
Basic
Diluted
Continuing and discontinued operations:
Basic
Diluted
2020
2019
Before
exceptional
and
acquisition
related
items
US$m
Exceptional
and
acquisition
related
items
(see note 4)
US$m
Notes
Before
exceptional
and
acquisition
related
items
US$m
Exceptional
and
acquisition
related
items
(see note 4)
US$m
Total
US$m
–
0.4
0.4
(2.8)
(7.5)
2.9
(7.0)
–
2.6
–
(4.4)
–
(4.4)
(0.6)
(5.0)
(5.0)
–
(5.0)
2,3
1,163.3
–
1,163.3
1,388.7
(806.6)
356.7
(116.1)
(130.0)
–
110.6
0.6
0.7
(25.5)
86.4
(35.2)
51.2
–
51.2
35.4
15.8
51.2
(4.9)
(4.9)
–
(4.0)
1.4
(7.5)
–
0.7
–
(6.8)
(2.2)
(9.0)
–
(9.0)
(9.0)
–
(9.0)
2,4,5
16
6
7
5
9
32
11
(898.1)
490.6
(135.9)
(156.7)
–
198.0
1.1
1.7
(29.6)
171.2
(50.5)
120.7
0.1
120.8
100.7
20.1
120.8
(811.5)
351.8
(116.1)
(134.0)
1.4
103.1
0.6
1.4
(25.5)
79.6
(37.4)
42.2
–
42.2
26.4
15.8
42.2
1.81
1.81
1.81
1.81
Total
US$m
1,388.7
(897.7)
491.0
(138.7)
(164.2)
2.9
191.0
1.1
4.3
(29.6)
166.8
(50.5)
116.3
(0.5)
115.8
95.7
20.1
115.8
6.66
6.60
6.63
6.57
Adjusted earnings per share
37(d)
2.42
6.97
Notes on pages 114 to 179 form part of these financial statements.
108
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationCONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended 31 December
Profit for the year
Items that will not be reclassified subsequently to profit or loss:
Actuarial losses on retirement benefit schemes
Tax on items that will not be reclassified
Items that may be reclassified subsequently to profit or loss:
Net changes in fair value of cash flow hedges
Transferred to profit or loss on cash flow hedges
Exchange differences on translation of foreign operations
Other comprehensive income and expense for the year
Net comprehensive income and expense for the year
Attributable to:
Equity shareholders of the company
Non-controlling interests
Notes on pages 114 to 179 form part of these financial statements.
2020
US$m
42.2
(39.7)
0.1
(39.6)
(2.4)
-
(13.3)
(15.7)
2019
US$m
115.8
(31.1)
7.3
(23.8)
4.8
(0.3)
(7.7)
(3.2)
(55.3)
(27.0)
(13.1)
88.8
(28.9)
15.8
(13.1)
69.0
19.8
88.8
Coats Group plc Annual Report and Accounts 2020
109
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationCONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 December
Non-current assets:
Intangible assets
Property, plant and equipment
Right-of-use assets
Investments in joint ventures
Other equity investments
Deferred tax assets
Pension surpluses
Trade and other receivables
Current assets:
Inventories
Trade and other receivables
Other equity investments
Pension surpluses
Cash and cash equivalents
Non-current assets classified as held for sale
Total assets
Current liabilities:
Trade and other payables
Current income tax liabilities
Bank overdrafts and other borrowings
Lease liabilities
Retirement benefit obligations:
– Funded schemes
– Unfunded schemes
Provisions
Net current assets
Notes
2020
US$m
2019
US$m
13
14
15
16
16
17
10
19
18
19
16
10
30(f)
32(b)
21
23
15
10
10
25
288.6
254.4
60.7
11.1
6.0
22.7
11.4
19.0
291.0
276.3
63.4
11.4
6.1
16.2
13.8
20.1
673.9
698.3
187.0
274.5
0.1
4.8
71.9
–
538.3
172.5
261.2
0.1
4.7
177.4
1.5
617.4
1,212.2
1,315.7
(255.7)
(284.4)
(13.9)
(22.8)
(16.4)
(35.3)
(7.1)
(8.2)
(17.8)
(43.8)
(14.1)
(27.5)
(6.2)
(12.8)
(359.4)
(406.6)
178.9
210.8
110
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationCONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONTINUED
31 December
Non-current liabilities:
Trade and other payables
Deferred tax liabilities
Borrowings
Lease liabilities
Retirement benefit obligations:
– Funded schemes
– Unfunded schemes
Provisions
Total liabilities
Net assets
Equity:
Share capital
Share premium account
Own shares
Translation reserve
Capital reduction reserve
Other reserves
Retained loss
Equity shareholders’ funds
Non-controlling interests
Total equity
Rajiv Sharma
Group Chief Executive
Simon Boddie
Chief Financial Officer
Approved by the Board 3 March 2021
Company Registration No.103548
Notes on pages 114 to 179 form part of these financial statements.
Notes
2020
US$m
2019
US$m
21
24
23
15
10
10
25
26
27
26, 27
27
27
27
27
27
(18.1)
(9.0)
(18.2)
(8.2)
(229.7)
(283.5)
(49.6)
(50.9)
(100.1)
(99.5)
(27.9)
(533.9)
(893.3)
(71.6)
(94.5)
(30.7)
(557.6)
(964.2)
318.9
351.5
90.1
10.5
(3.2)
(89.2)
59.8
246.3
(23.8)
290.5
28.4
318.9
89.6
10.5
(5.7)
(75.9)
59.8
248.7
(5.9)
321.1
30.4
351.5
Coats Group plc Annual Report and Accounts 2020
111
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share
capital
US$m
Share
premium
account
US$m
Own
shares
US$m
Translation
reserve
US$m
Capital
reduction
reserve
US$m
Other
reserves
US$m
Retained
loss
US$m
Non-
controlling
interests
US$m
Total
US$m
Balance as at 1 January 2018
88.5
10.4
(6.8)
(68.5)
59.8
244.2
(56.7)
270.9
Profit for the year
Other comprehensive income and
expense for the year
Dividends (see note 12)
–
–
–
–
–
–
Issue of ordinary shares
1.1
0.1
Movement in own shares
Share based payments
Deferred tax on share schemes
–
–
–
–
–
–
–
–
–
–
1.1
–
–
–
(7.4)
–
–
–
–
–
–
–
–
–
–
–
–
–
95.7
95.7
4.5
–
–
–
–
–
(23.8)
(24.4)
(1.1)
(0.2)
6.1
(1.5)
(26.7)
(24.4)
0.1
0.9
6.1
(1.5)
28.0
20.1
(0.3)
(17.4)
–
–
–
–
Total
equity
US$m
298.9
115.8
(27.0)
(41.8)
0.1
0.9
6.1
(1.5)
Balance as at
31 December 2019
Profit for the year
Other comprehensive income and
expense for the year
Dividends (see notes 12 and 27)
Issue of ordinary shares
(see note 26)
Movement in own shares
Share based payments
Balance as at
31 December 2020
89.6
10.5
(5.7)
(75.9)
59.8
248.7
(5.9)
26.4
321.1
26.4
30.4
15.8
351.5
42.2
–
–
–
–
0.5
–
–
–
–
–
–
–
–
–
–
–
–
2.5
–
–
(13.3)
–
–
–
–
–
–
–
–
–
–
(2.4)
(39.6)
(55.3)
–
–
–
–
–
(0.5)
(5.8)
1.6
–
–
(3.3)
1.6
–
(17.8)
(55.3)
(17.8)
–
–
–
–
(3.3)
1.6
90.1
10.5
(3.2)
(89.2)
59.8
246.3
(23.8)
290.5
28.4
318.9
Notes on pages 114 to 179 form part of these financial statements.
112
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationCONSOLIDATED STATEMENT
OF CASH FLOWS
Year ended 31 December
Cash inflow from operating activities:
Cash generated from operations
Interest paid
Taxation paid
Net cash generated by operating activities
Cash outflow from investing activities:
Investment income
Net capital expenditure and financial investment
Acquisitions and disposals of businesses
Net cash absorbed in investing activities
Cash outflow from financing activities:
Purchase of own shares
Receipts from exercise of share options
Dividends paid to equity shareholders
Dividends paid to non-controlling interests
Payment of lease liabilities
Net decrease in borrowings
Net cash absorbed in financing activities
Net (decrease)/increase in cash and cash equivalents
Net cash and cash equivalents at beginning of the year
Foreign exchange (losses)/gains on cash and cash equivalents
Net cash and cash equivalents at end of the year
Reconciliation of net cash flows to movements in net debt
Net (decrease)/increase in cash and cash equivalents
Net decrease in other borrowings
Change in net debt resulting from cash flows (free cash flow)
Increase in lease liabilities on adoption of IFRS 16
Net movement in lease liabilities during the period following the adoption of IFRS 16
Movement in fair value hedges
Other non-cash movements
Foreign exchange (losses)/gains
(Increase)/decrease in net debt
Total net debt at the start of the year
Total net debt at the end of the year
Notes on pages 114 to 179 form part of these financial statements.
Notes
2020
US$m
2019
US$m
30(a)
128.0
(16.1)
(46.3)
65.6
0.9
(12.3)
(36.9)
(48.3)
(3.1)
–
(0.2)
(17.8)
(19.4)
(58.7)
(99.2)
(81.9)
135.9
(1.9)
52.1
(81.9)
58.7
(23.2)
–
(0.3)
(5.4)
(0.7)
(2.1)
(31.7)
(214.9)
(246.6)
30(b)
30(c)
30(d)
30(e)
30(f)
30(f)
205.4
(15.2)
(46.3)
143.9
0.3
(39.1)
25.8
(13.0)
–
0.2
(24.1)
(17.4)
(17.3)
(52.3)
(110.9)
20.0
115.7
0.2
135.9
20.0
52.3
72.3
(57.7)
(6.8)
-
(0.7)
0.7
7.8
(222.7)
(214.9)
Coats Group plc Annual Report and Accounts 2020
113
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationNOTES TO THE FINANCIAL STATEMENTS
1 Principal accounting policies
The following are the principal accounting policies adopted in preparing the financial statements.
Critical accounting judgements and key sources of estimation uncertainty
The principal accounting policies adopted by the Group are set out in this note to the consolidated financial statements. Certain of the
Group’s accounting policies inherently rely on subjective assumptions and judgements, such that it is possible over time the actual results
could differ from the estimates based on the assumptions and judgements used by the Group. Due to the size of the amounts involved,
changes in the assumptions relating to the following policies could potentially have a significant impact on the result for the year and/or
the carrying values of assets and liabilities in the consolidated financial statements:
Critical judgements in applying the Group’s accounting policies
In the course of preparing the financial statements, no judgements have been made in the process of applying the Group’s accounting
policies, other than those involving estimations (which are dealt with separately below) that have had a significant effect on the amounts
recognised in the financial statements.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other sources of estimation uncertainty at the balance sheet date, that may have
a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year, are
discussed below.
UK retirement benefit obligations
The UK retirement benefit obligations recognised in the consolidated statement of financial position are the present values of the defined
benefit obligations at the year end less the fair value of any associated assets. Key assumptions involved in the determination of the present
values of the defined benefit obligations include discount rates, beneficiary mortality and inflation rates. Changes in any or all of these
assumptions could materially change the employee benefit obligations recognised in the consolidated statement of financial position.
The carrying values of the Group’s pension obligations as well as a sensitivity analysis relating to changes in discount rates, beneficiary
mortality and inflation rates are included in note 10.
In preparing the consolidated financial statements for the year ended 31 December 2020, the critical accounting judgements made by
management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those applied
to the consolidated financial statements for the year ended 31 December 2019.
a) Accounting convention and format
The Group’s financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted
by the European Union and therefore comply with Article 4 of the EU IAS Regulations. The financial statements are prepared under the
historical cost convention except for investments and derivatives which are stated at fair value, disposal groups which are held at fair value
less costs to sell and retirement benefit obligations which are valued in accordance with IAS 19 Employee Benefits.
Except for the changes arising from the adoption of new accounting standards (as detailed in note 1), the same accounting policies,
presentation and methods of computation have been followed in these consolidated financial statements as applied in the Group’s annual
financial statements for the year ended 31 December 2019.
b) Basis of preparation
Subsidiaries
Subsidiaries are consolidated from the effective date of acquisition or up to the effective date of disposal, as appropriate. The effective
date is when control passes to or from the Group. Control is achieved when the Group has the power over the investee and is exposed,
or has the rights to variable returns from its involvement with the investee and has the ability to use its power to affect its returns. The
existence and effect of potential voting rights that are currently exercisable or convertible are considered in determining the existence or
otherwise of control. Where necessary, adjustments are made to the financial statements of subsidiaries to align their accounting policies
with those used by the Group.
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Where subsidiaries are not 100% owned by the Group, the share attributable to outside shareholders is reflected in non-controlling
interests. Non-controlling interests are identified separately from the Group’s equity, and may initially be measured at either fair value
or at the non-controlling interests’ share of the fair value of the subsidiary’s identifiable net assets. The choice of measurement is made
on an acquisition-by-acquisition basis. Changes in the Group’s interests in subsidiaries, that do not result in a loss of control, are accounted
for as equity transactions. Where control is lost, a gain or loss on disposal is recognised through the consolidated income statement,
calculated as the difference between the fair value of consideration received (plus the fair value of any retained interest) and the Group’s
previous share of the former subsidiary’s net assets. Amounts previously recognised in other comprehensive income in relation to that
subsidiary are reclassified and recognised through the income statement as part of the gain or loss on disposal.
Joint ventures
Joint ventures are entities in which the Group has joint control, shared with a party outside the Group. The Group reports its interests in
joint ventures using the equity method.
Discontinued operations
In January 2019 the Group announced the agreement to sell the North America Crafts business to Spinrite Acquisition Corp and the sale
was completed on 20 February 2019, the date which control passed to the acquirer.
Going concern
The Directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less
than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the consolidated
financial statements.
In assessing the Group’s going concern position, the Directors have considered a number of factors, including the current balance sheet
position and available liquidity, the principal and emerging risks which could impact the performance of the Group and compliance with
borrowing covenants. In order to assess the going concern status of the Group management has prepared:
• A base case scenario, aligned to the latest Group budget for 2021 as well as the Group’s Medium Term Plan for 2022 and 2023;
• A severe but plausible downside scenario, assumes that the global economic environment is severely depressed over the assessment
period; and
• A reverse stress test flexing sales to determine what circumstance would be required to either reduce headroom to nil on committed
borrowing facilities or breach borrowing covenants, whichever occurred first.
The severe but plausible downside scenario includes further management actions that would be deployed if required (for example further
reduction in costs).
The reverse stress test also includes further controllable management actions that could be deployed if required. The outcome of the
reverse stress test was that the interest cover covenant would be breached, however, at the breaking point in the test the Group still
maintained a comfortable level of liquidity on committed borrowing facilities. The Directors consider the likelihood of the condition
in the reverse stress test occurring to be remote.
Liquidity headroom
The Group entered 2020 with a robust Balance Sheet, generating healthy levels of cash, and with comfortable headroom on banking
covenants, which places the Group in a strong position to manage through this period of uncertainty. As at 31 December 2020 the Group’s
net debt (excluding IFRS16 leases) was $180.6 million. The Group’s committed debt facilities total $575 million across both its Banking and
US Private Placement group, with a range of maturities from late 2022 through to 2027, as of 31 December 2020 the Group has around
$330 million of headroom against these committed banking facilities.
In both the base case and the severe but plausible downside scenario liquidity is comfortable throughout the assessment period.
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1 Principal accounting policies continued
Covenant testing
The Group’s committed borrowing facilities are subject to ongoing covenant testing. Covenants are measured twice a year, at full year and
half year and are measured under frozen accounting standards and therefore exclude the effects of IFRS 16. The financial covenants under
the borrowing agreements are for leverage (net debt / EBITDA) less than 3.0 and interest cover (EBITDA / interest charge) to be in excess
of 4.0.
All banking covenants tests were met comfortably at 31 December 2020, with leverage of 1.2x and interest cover of 8.5x despite the
significant impact on Group profitability from Covid in Q2. The base case forecast indicates that banking covenants will be comfortably
met at the June 2021 and December 2021 testing dates.
Under the severe but plausible downside scenario covenant compliance is still projected to be achieved at both June 2021 and December
2021, although with reduced but adequate headroom.
Conclusion
In conclusion, after reviewing the base case, the severe but plausible downside scenario and considering the remote likelihood of the
scenario in the reverse stress test occurring as well as having considered the uncertainty relating to Covid and the mitigating actions
available, the Directors have formed the judgement that, at the time of approving the consolidated financial statements, there are no
material uncertainties that cast doubt on the Group’s going concern status and that it is appropriate to prepare the consolidated financial
statements on the going concern basis.
c) Functional currency
The functional currency of Coats Group plc continued to be United States dollars (‘USD’) during the year ended 31 December 2020.
d) Foreign currencies
Foreign currency translation
The Group’s presentation currency is USD. Transactions of companies within the Group are recorded in the functional currency
of that company. Currencies other than the functional currency are foreign currencies.
Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated
in foreign currencies are translated at the rates of exchange ruling at the period end. All currency differences on monetary items are taken
to the consolidated income statement with the exception of currency differences that represent a net investment in a foreign operation,
which are taken directly to equity until disposal of the net investment, at which time they are recycled through the consolidated income
statement. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate
as at the date of initial transaction.
Group companies
Assets and liabilities of subsidiaries whose presentation currency is not USD are translated into the Group’s presentation currency
at the rates of exchange ruling at the period end and their income statements are translated at the average exchange rates for the year.
The exchange differences arising on the retranslation since 1 January 2004 are taken to a separate component of equity. On disposal of
such an entity, the deferred cumulative amount recognised in equity since 1 January 2004 relating to that particular operation is recycled
through the consolidated income statement. Translation differences that arose before the date of transition to IFRS in respect of all such
entities are not presented as a separate component of equity.
Goodwill and fair value adjustments arising on acquisition of such operations are regarded as assets and liabilities of the particular
operation, expressed in the currency of the operation and recorded at the exchange rate at the date of the transaction and subsequently
retranslated at the applicable closing rates.
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The principal exchange rates (to the US dollar) used in preparing these financial statements are as follows:
Average
Period end
Sterling
Euro
Brazilian Real
Chinese Renminbi
Indian Rupee
Turkish Lira
Sterling
Euro
Brazilian Real
Chinese Renminbi
Indian Rupee
Turkish Lira
2020
0.78
0.88
5.16
6.90
2019
0.79
0.90
3.95
6.91
74.11
70.41
7.02
0.73
0.82
5.19
6.53
73.04
7.43
5.78
0.75
0.89
4.02
6.96
71.35
5.95
e) Operating segments
Operating segments are components of the Group about which separate financial information is available that is evaluated by the
Coats Group plc Group Executive Team in deciding how to allocate resources and in assessing performance. See note 2 for further details.
f) Operating profit
Operating profit is stated before the share of results of joint ventures, investment and interest income, finance costs and foreign exchange
gains and losses from cash and cash equivalents used in investing activities.
g) Exceptional and acquisition related items
The Group has adopted an income statement format which seeks to highlight significant items within the Group results for the year.
Exceptional items may include significant restructuring associated with a business or property disposal, litigation costs and settlements,
profit or loss on disposal of property, plant and equipment, gains or losses arising from significant one off changes to the assumptions
underlying the defined benefit pension obligations, regulatory investigation costs and impairment of assets. Acquisition related items
include amortisation of acquired intangible assets, acquisition transaction costs, contingent consideration linked to employment and
adjustments to contingent consideration. Please see note 4 for further details on why management consider these items to be exceptional.
Judgement is used by the Group in assessing the particular items, which by virtue of their scale and nature, should be presented in the
income statement and disclosed in the related notes as exceptional items. In determining whether an event or transaction is exceptional,
materiality is a key consideration and qualitative factors, such as frequency or predictability of occurrence, are also considered. This is
consistent with the way financial performance is measured by management and reported to the Board.
h) Property, plant and equipment
Owned assets
Items of property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairments.
Subsequent expenditure
Expenditure incurred to replace a component of an item of property, plant and equipment that is accounted for separately, including major
inspection and overhaul expenditure, is capitalised. Other subsequent expenditure is capitalised only when it increases the future economic
benefits embodied in the item of property, plant and equipment. All other expenditure is recognised in the income statement as an expense
as incurred.
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Depreciation
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of property, plant and equipment,
and major components that are accounted for separately. Land is not depreciated. The estimated useful lives are as follows:
Freehold buildings
Leasehold improvements
Plant and equipment
Vehicles and office equipment
50 years to 100 years
10 years to 50 years or over the term of the lease if shorter
3 years to 20 years
2 years to 10 years
Assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each period end.
i) Intangible assets
Goodwill
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the fair value of the
identifiable assets and liabilities of a subsidiary at the date of acquisition. Goodwill is recognised as an asset and tested for impairment
at least annually. Any impairment is recognised immediately in the income statement. On disposal of a subsidiary, the attributable amount
of goodwill is included in the determination of the profit or loss on disposal.
Goodwill is allocated to cash-generating units (‘CGUs’) for the purpose of impairment testing. CGUs represent the smallest group of assets
that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
Negative goodwill is recognised immediately in the income statement.
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at
the acquisition date (which is regarded as their cost).
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation
and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
The estimated useful lives (other than the Coats Brand) are as follows:
Brands and trade names
Technology
Customer relationships
5 years to 20 years
4 years to 10 years
9 years to 14 years
The useful life of the Coats Brand is considered to be indefinite.
Other intangibles
Acquired computer software licences and computer software development costs are capitalised on the basis of the costs incurred
to acquire and bring to use the specific software and are amortised over their estimated useful lives of up to 5 years.
Intellectual property, comprising trademarks, designs, patents and product development which have a finite useful life, are carried at
cost less accumulated amortisation and impairment charges. Amortisation is calculated using the straight-line method to allocate the
cost over the assets’ useful lives, which vary from 5 to 10 years.
The amortisation charge for both acquired and other intangibles assets is included within the distribution costs and administrative expense
lines in the consolidated income statement.
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Impairment of property, plant and equipment, right-of-use assets and intangible assets excluding goodwill
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to
depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable.
An impairment charge is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable
amount is the higher of an asset’s fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset for which the estimates of future cash flows have not been adjusted. For the purposes of assessing
impairment, assets are measured at the CGU level.
Research and development
All research costs are expensed as incurred.
An internally-generated intangible asset arising from development is recognised only if all of the following conditions are met:
• an asset is created that can be separately identified;
• it is probable that the asset created will generate future economic benefits; and
• the development costs can be measured reliably.
Internally-generated intangible assets are amortised on a straight-line basis over their useful lives.
Where no internally-generated intangible asset can be recognised, development expenditure is recognised as an expense in the period
in which it is incurred.
j) Leases
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a
corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases
with a lease term of 12 months or less) and leases of low value assets (defined as assets with a value of US$5,000 or less when new). For
these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless
another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted
by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective
interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
• the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability
is remeasured by discounting the revised lease payments using a revised discount rate;
• the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value,
in which cases the lease liability is remeasured by discounting the revised lease payments using the initial discount rate (unless the lease
payments change is due to a change in a floating interest rate, in which case a revised discount rate is used); and
• a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability
is remeasured by discounting the revised lease payments using a revised discount rate.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before
the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and
impairment losses.
Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore
the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS
37 ‘Provisions, Contingent Liabilities and Contingent Assets’. The costs are included in the related right-of-use asset, unless those costs are
incurred to produce inventories.
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Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers
ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option,
the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement
date of the lease.
Variable rents that do not depend on an index are not included in the measurement of the lease liability and the right-of-use asset.
The related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs.
k) Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the relevant
financial instrument.
Financial assets
(i) Investments in equity securities
Investments in equity securities are recognised and derecognised on a trade date basis and are initially measured at fair value, plus
directly attributable transaction costs and are remeasured at subsequent reporting dates at fair value, with movements recorded in other
comprehensive income. Listed investments are stated at market value. Unlisted investments are stated at fair value based on directors’
valuation, which is supported by external experts’ advice or other external evidence.
(ii) Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand and short-term deposits maturing in
less than three months. For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents
as defined above, net of outstanding bank overdrafts.
(iii) Trade and other receivables
Trade receivables are recognised at fair value (which ordinarily reflects the invoice amount) and carried at amortised cost, less an allowance
for expected lifetime losses as permitted under the simplified approach in IFRS 9. Fully provided balances are not written off from the
balance sheet until the Group has decided to cease enforcement activity.
Financial liabilities
(i) Trade payables
Trade payables are not interest-bearing and are recognised at fair value, and measured subsequently at amortised cost.
(ii) Borrowings
Interest-bearing loans and overdrafts are initially measured at fair value, net of direct issue costs. These financial liabilities are subsequently
measured at amortised cost using the effective interest method, with interest expense recognised over the period of the relevant liabilities.
Financial liabilities designated as hedged items in a fair value hedge are subsequently measured at fair value.
(iii) Compound instruments
The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance
of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market
interest rate for a similar non-convertible instrument, and this amount is recorded as a liability at amortised cost. The equity component
is the fair value of the compound instrument as a whole less the amount of the liability component, and is recognised in equity, net of
income tax effect, without subsequent remeasurement.
Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and
characteristics are not closely related to those of the host contracts, and the host contracts are not measured at fair value with changes
in fair value being recognised in the income statement.
(iv) Derivative financial instruments and hedge accounting
The Group’s activities expose it to the financial risks of changes in foreign exchange rates and interest rates.
The use of financial derivatives is regulated by the Board or that of the relevant operating subsidiary in accordance with their respective risk
management strategies. Changes in values of all derivatives of a financing nature are included within investment income and finance costs
in the income statement.
Derivative financial instruments are initially measured at fair value at contract date and are remeasured at each reporting date.
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The Group designates hedging instruments as either fair value hedges, cash flow hedges or hedges of net investments in foreign
operations. Hedges of interest rate risk are accounted for as fair value or cash flow hedges.
At the inception of each hedge transaction the issuing entity documents the relationship between the hedging instrument and the hedged
item and the anticipated effectiveness of the hedge transaction, and monitors the ongoing effectiveness over the period of the hedge.
Hedge accounting is discontinued when the issuing entity revokes the hedging relationship, the hedge instrument expires, is sold, exercised
or otherwise terminated, and the adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised through
the income statement from that date.
(v) Fair value hedges
Changes in the fair values of derivatives that are designated and qualify as fair value hedges are recognised immediately through the income
statement, together with any changes in the fair value of the related hedged items due to changes in the hedged risks. On discontinuation
of the hedge the adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised through the consolidated
income statement from that date.
(vi) Cash flow hedges
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is deferred in equity.
Once the related hedged item is recognised in the income statement, the amounts deferred in equity are recycled through the consolidated
income statement. The gain or loss arising from any ineffective portion of the hedge is recognised immediately through the consolidated
income statement.
(vii) Hedges of net investments in foreign operations
Gains and losses on hedging instruments relating to the effective portion of such hedges are recognised through the translation reserve,
and recycled through the consolidated income statement on disposal of the respective foreign operations. The gain or loss arising from any
ineffective portion of such hedges is recognised immediately through the consolidated income statement.
l) Revenue
Revenue comprises the fair value of the sale of goods and services, net of sales tax and discounts and rebates, and after eliminating sales
within the Group. Revenue is recognised as follows:
(i) Sales of goods
Sales of goods are recognised in revenue at a single point in time when control of the goods has been transferred to the buyer. The point
in time at which control is deemed to have transferred varies depending on the commercial terms agreed with the buyer.
(ii) Sales of services
Sales of services are recognised in the period in which the services are rendered, as follows:
• Software implementation and licensing income – performance obligations are satisfied over a period of time and therefore revenue is
recognised by reference to the stage of completion at the period end. The Group uses labour hours expended to assess the stage of
completion as it is deemed to be the most appropriate basis to measure progress.
• Maintenance income – performance obligations are satisfied evenly over a fixed period of time and therefore revenue is recognised on
a straight line basis over the maintenance period.
Advances received from customers are included within contract liabilities.
(iii) Income from sales of property
Income from sales of property is recognised on completion when legal title of the property passes to the buyer.
m) Inventories
Inventories are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to its present location
and condition are accounted for as follows:
Raw materials are valued at cost on a first-in, first-out basis.
The costs of finished goods and work in progress include direct materials and labour and a proportion of manufacturing overheads
based on normal operating capacity but excluding borrowing costs. Net realisable value is the estimated selling price in the ordinary course
of business, less estimated costs of completion and the estimated costs necessary to make the sale. Provision is made for obsolete, slow-
moving and defective inventories.
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n) Employee benefits
(i) Retirement and other post-employment obligations
For retirement and other post-employment benefit obligations, the cost of providing benefits is determined using the Projected Unit Credit
Method, with actuarial valuations being carried out at the end of each reporting period by independent actuaries.
Remeasurement comprising actuarial gains and losses, the effect of the asset ceiling (if applicable) and the return on scheme assets
(excluding interest) are recognised immediately in the consolidated statement of financial position with a charge or credit to the
consolidated statement of comprehensive income in the period in which they occur. Remeasurement recorded in the consolidated
statement of comprehensive income is not recycled.
Current and past service costs, along with the impact of any settlements or curtailments, are charged to the consolidated income statement.
The net interest expense on pension plans’ liabilities and the expected return on the plans’ assets is recognised within finance expense in
the consolidated income statement.
In addition, pension scheme administrative expenses including the Pension Protection Fund (PPF) levy and actuary, audit, legal and trustee
charges are recognised as administrative expenses.
The retirement benefit and other post employment benefit obligation recognised in the consolidated statement of financial position
represents the deficit or surplus in the Group’s defined benefit schemes. Any surplus resulting from this calculation is limited to the present
value of any economic benefits available in the form of refunds from the schemes or reductions in future contributions to the schemes and
refunds expected from the schemes to fund other Group defined benefit schemes, in accordance with relevant legislation.
For defined contribution plans, the Group pays contributions to publicly or privately administered pension plans on a mandatory, contractual
or voluntary basis. The contributions are recognised as employee benefit expenses when they are due. Prepaid contributions are recognised
as an asset to the extent that a cash refund or a reduction in the future payments is available.
(ii) Share-based compensation
Cash-settled
Cash-settled share-based payments are measured at fair value (excluding the effect of non market based vesting conditions) at each
reporting date. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in liabilities.
Equity-settled
The Group operates an equity-settled Long Term Incentive Plan for executives and senior management. Awards under this Plan
are subject to both market-based and non-market-based vesting criteria.
The fair value at the date of grant is established by using an appropriate simulation method to reflect the likelihood of market-based
performance conditions being met. The fair value is charged to the consolidated income statement on a straight-line basis over
the vesting period, with appropriate adjustments being made during this period to reflect expected vesting for non market-based
performance conditions and forfeitures. The corresponding credit is to equity shareholders’ funds.
To satisfy awards under this Plan, shares may be purchased in the market by an Employee Benefit Trust over the vesting period.
(iii) Non-share-based long-term incentive schemes
The anticipated present value cost of non-share-based incentive schemes is charged to the consolidated income statement on a
straight-line basis over the period the benefit is earned, based on remuneration rates that are expected to be payable.
(iv) Termination benefits
Termination benefits are payable when employment is terminated before the normal retirement date, or whenever an employee accepts
voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to
either: terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing
termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the
period end are discounted to present value.
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o) Taxation
The tax expense represents the sum of the current tax and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the consolidated income
statement because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that
are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted by the period end.
Deferred tax is provided using the liability method, providing for temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxation is measured on a non-discounted
basis. The following temporary differences are not provided for: goodwill not deducted for tax purposes, the initial recognition of assets or
liabilities that affect neither accounting, nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will
probably not reverse in the foreseeable future.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and
liabilities, using tax rates enacted or substantively enacted at the period end. A deferred tax asset is recognised only to the extent that it is
probable that future profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is
no longer probable that the related tax benefit will be realised. Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal
of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets
arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is
probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected
to reverse in the foreseeable future.
The carrying values of deferred tax assets are reviewed at each period end.
Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to other
comprehensive income or equity, in which case the deferred tax is also dealt with in other comprehensive income or equity.
p) Government grants
Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them
and that the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the
Group recognises as expenses the related costs for which the grants are intended to compensate.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate
financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable.
q) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily
take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets
are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings
pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in the income statement in the period in which they are incurred.
r) Provisions
A provision is recognised in the consolidated statement of financial position when the Group has a legal or constructive obligation
as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect
is material, a provision is determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments
of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision
due to the passage of time is recognised as a borrowing cost.
s) Onerous contracts
A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a contract are lower
than the unavoidable cost of meeting its obligations under the contract.
t) Restructuring
A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring
has either commenced or has been announced publicly. Future operating costs are not provided for.
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CONTINUED
1 Principal accounting policies continued
u) Assets held for sale and discontinued operations
Non-current assets and businesses which are to be sold (‘disposal groups’) classified as held for sale are measured at the lower of
carrying amount and fair value less costs to sell. Non-current assets (and disposal groups) are classified as held for sale if their carrying
amount is expected to be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only
when such a sale is highly probable and the asset (or disposal group) is available for immediate sale in its present condition. Management
must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date
of classification.
Non-current assets are classified as held for sale from the date these conditions are met, and such assets are no longer depreciated.
Discontinued operations are classified as held for sale and are either a separate business segment or a geographical area of operations
that is part of a single coordinated plan to sell. Once an operation has been identified as discontinued, or is reclassified as discontinued,
the comparative information in the Income Statement is restated.
Climate change
In preparation of the consolidated financial statements, consideration has been given to the impact of climate change on the Group’s key
accounting policies, estimates and judgements. As noted in the principal risks and uncertainties on page 40 we are exposed to specific
climate related risks. We are committed to emissions reductions in line with COP 21 targets and will be developing the detailed plans to
achieve this during 2021. As such, the Group’s current assessment is that our climate change strategy does not have a material impact on
the key accounting policies, estimates and judgements that form the basis of these consolidated financial statements.
New IFRS accounting standards, interpretations and amendments adopted in the year
During the year, the Group has adopted the following standards, interpretations and amendments:
• Amendments to References to the Conceptual Framework in IFRS Standards;
• Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7);
• Definition of a Business (Amendments to IFRS 3); and
• Definition of Material (Amendments to IAS 1 and IAS 8).
The adoption of these standards has not had a material impact on the financial statements of the Group.
Amendments to IFRS 16 ‘Leases’ – Covid-Related Rent Concessions which is effective for annual periods beginning on or after 1 June 2020
has not been early adopted in the financial statements of the Group.
New IFRS accounting standards and interpretations not yet adopted
The following published standards and amendments to existing standards, which have not yet all been endorsed by the EU,
are expected to be effective as follows:
From the year beginning 1 January 2021:
• Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16).
From the year beginning 1 January 2022:
• Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37);
• Annual Improvements to IFRS Standards 2018–2020;
• Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16); and
• Reference to the Conceptual Framework (Amendments to IFRS 3).
The directors do not expect that the adoption of the Standards and Interpretations listed above will have a material impact on the financial
statements of the Group in future periods, although the full assessment is not complete.
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information2 Segmental analysis
Operating segments are components of the Group’s business activities about which separate financial information is available that
is evaluated regularly by the chief operating decision maker (the Group Executive Team). The Group’s customers are grouped into two
segments Apparel & Footwear and Performance Materials which have distinct different strategies and differing customer/end-use
market profiles.
a) Segment revenue and results
Year ended 31 December 2020
Revenue
Segment profit
Exceptional and acquisition related items (note 4)
Operating profit
Share of profits of joint ventures
Finance income
Finance costs
Profit before taxation from continuing operations
Year ended 31 December 2019
Revenue
Segment profit
Exceptional and acquisition related items (note 4)
Operating profit
Share of profits of joint ventures
Finance income
Finance costs
Profit before taxation from continuing operations
Apparel &
Footwear
Performance
Materials
US$m
822.7
95.5
US$m
340.6
15.1
Apparel &
Footwear
US$m
Performance
Materials
US$m
Total
US$m
1,163.3
110.6
(7.5)
103.1
0.6
1.4
(25.5)
79.6
Total
US$m
1,063.1
156.3
325.6
1,388.7
41.7
198.0
(7.0)
191.0
1.1
4.3
(29.6)
166.8
Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Exceptional
and acquisition related items are not allocated to segments to align to the reporting provided to the chief operating decision maker. In
addition no measures of total assets and total liabilities are reported for each reportable segment as such amounts are not regularly
provided to the chief operating decision maker.
The accounting policies of the reportable operating segments are the same as the Group’s accounting policies described in note 1.
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CONTINUED
2 Segmental analysis continued
b) Geographic information
Year ended 31 December
Europe, Middle East & Africa (EMEA)
UK
Rest of EMEA
Americas
USA
Rest of Americas
Asia & Rest of World
India
China and Hong Kong
Vietnam
Other
Revenue by origin
Revenue by destination
Non-current assets
2020
US$m
2019
US$m
2020
US$m
2019
US$m
2020
US$m
2019
US$m
8.0
211.4
187.9
126.6
110.1
147.2
176.4
195.7
11.3
254.5
145.1
178.1
168.5
177.9
202.0
251.3
12.3
198.1
195.8
126.5
107.1
135.3
159.2
229.0
13.0
239.6
147.0
185.6
164.1
164.9
182.3
292.2
260.3
68.6
264.4
77.1
61.1
35.4
50.3
55.7
34.5
68.4
57.1
45.9
58.1
51.9
35.6
74.9
1,163.3
1,388.7
1,163.3
1,388.7
634.3
665.0
Non-current assets excludes derivative financial instruments, pension surpluses and deferred tax assets.
3 Revenue
An analysis of the Group’s revenue is as follows:
Year ended 31 December
Continuing operations:
Goods transferred at a point in time
Software solutions services transferred over time
Other operating income
Finance income
Discontinued operations:
Goods transferred at a point in time
Other operating income
The software solutions business is included in the Apparel & Footwear segment.
2020
US$m
2019
US$m
1,154.8
1,376.6
8.5
12.1
1,163.3
1,388.7
1.4
1.4
2.9
4.3
1,166.1
1,395.9
–
–
–
14.0
1.6
15.6
1,166.1
1,411.5
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Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information3 Revenue continued
Disaggregation of revenue
The following table shows revenue disaggregated by primary geographic markets which reconciles with the Group’s reportable segments:
Year ended 31 December
Continuing operations:
Asia
Americas
EMEA
Continuing operations:
Apparel & Footwear
Performance Materials
2020
US$m
2019
US$m
629.4
314.5
219.4
799.7
323.2
265.8
1,163.3
1,388.7
822.7
340.6
1,063.1
325.6
1,163.3
1,388.7
Revenue of Pharr HP of $66.8 million which was acquired in February 2020 (see note 31) is included in the amounts above for the Americas
geographical market and the Performance Materials segment.
The Group had no revenue from a single customer, which accounts for more than 10% of the Group’s revenue.
4 Exceptional and acquisition related items
The Group’s consolidated income statement format includes results before and after exceptional and acquisition related items. Adjusted
results exclude exceptional and acquisition related items to reflect the underlying performance of the business and to provide a more
meaningful comparison of how the business is managed and measured on a day-to-day basis. Further details on alternative performance
measures are set out in note 37.
Exceptional items may include significant restructuring associated with a business or property disposal, litigation costs and settlements,
profit or loss on disposal of property, plant and equipment, gains or losses arising from significant one off changes to the assumptions
underlying the defined benefit pension obligations, regulatory investigation costs and impairment of assets. Acquisition related items
include amortisation of acquired intangible assets, acquisition transaction costs, contingent consideration linked to employment and
adjustments to contingent consideration.
Judgement is used by the Group in assessing the particular items, which by virtue of their scale and nature, are presented in the income
statement and disclosed in the related notes as exceptional items. In determining whether an event or transaction is exceptional, materiality
is a key consideration and qualitative factors, such as frequency or predictability of occurrence, are also considered. This is consistent with
the way financial performance is measured by management and reported to the Board.
Total exceptional and acquisition related items charged to operating profit for the year ended 31 December 2020 were $7.5 million (2019:
$7.0 million) comprising exceptional items for the year ended 31 December 2020 of $3.5 million (2019: $4.8 million) and acquisition related
items for the year ended 31 December 2020 of $4.0 million (2019: $2.2 million).
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CONTINUED
4 Exceptional and acquisition related items continued
Exceptional items
Exceptional items charged/(credited) to operating profit during the year ended 31 December 2020 are set out below:
Year ended 31 December
Exceptional items:
Cost of sales:
Impairment charges
Brazil indirect taxes
Connecting for Growth programme reorganisation costs:
– Cost of sales
– Distributions costs
– Administrative costs
Profit from sale of property:
– Other operating income
2020
US$m
2019
US$m
4.9
–
–
–
–
–
–
(3.5)
3.1
2.8
5.3
11.2
(1.4)
(2.9)
Total exceptional items charged to operating profit from continuing operations
3.5
4.8
Impairment charges – At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is
any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the assets are
estimated in order to determine the extent of the impairment loss, if any. During the year ended 31 December 2020, following this review
impairment charges totalling $4.9 million (2019: $nil) were made in smaller markets in EMEA ($4.1 million relating to property, plant and
equipment and $0.8 million relating to right-of-use assets). The impairment charges are attributable to the increased economic uncertainty
as a result of Covid. The impairment charges in these markets represent a full write down of property, plant and equipment and right-of-
use assets, except for owned land and buildings of $1.7 million which is not considered to be impaired. In determining the recoverable
amount of these assets, the most recent trading activity was considered and projected cash flows reflected the economic uncertainty
resulting from the Covid pandemic. None of the cash generating units for which an impairment charge was recognised during the year
includes goodwill or intangible assets with indefinite useful lives.
Connecting for Growth programme – property disposals – During the year ended 31 December 2020 a profit of $1.4 million
(2019: $2.9 million) was made from the sale of a property in a non-core market. This related to the strategic Connecting for Growth
transformation programme which was completed during 2019.
Exceptional items in the year ended 31 December 2019 also included the following:
Connecting for Growth programme – Connecting for Growth was a two-year transformation programme designed to drive speed,
agility, innovation and lower costs across the organisation. The programme finished in 2019. The programme focused on simplification
across many aspects of the organisation and included transitioning from market-focussed support functions to realigned globally integrated
support functions.
Exceptional reorganisation costs of $11.2 million were incurred in the year ended 31 December 2019 comprising severance costs of
$7.4 million, fixed asset disposals and write offs of $2.2 million and closure and other one-off costs of $1.6 million.
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information4 Exceptional and acquisition related items continued
Brazil indirect taxes – During the year ended 31 December 2019 a final and unappealable Supreme Court decision was received by one
of the Group’s subsidiary companies in Brazil relating to payments of indirect taxes dating back to 2005. This Supreme Court decision
grants the company the right to exclude Brazilian ICMS (indirect tax on goods and services) from the calculation basis of PIS (Program of
Social Integration) and COFINS (Contribution for the Financing of Social Security) indirect taxes. As a result, estimated refunds were
recognised in the results for the year ended 31 December 2019 with an exceptional credit of $3.5 million included in cost of sales and
exceptional interest income recognised of $2.6 million. A further $0.7 million of exceptional interest income has been recognised during
the year ended 31 December 2020 (see note 6).
Legal filings have been advanced in respect of the Group’s other subsidiary in Brazil in respect of the same matter which dates back
approximately 15 years but the Supreme Court ruling has not yet been received. This represents a contingent asset and no amounts have
been recognised in the results for this. At this stage it is not practicable to quantify the potential amount of this contingent asset.
Exceptional items: Discontinued operations – During the year ended 31 December 2019 exceptional charges in relation to the sale
of the North America Crafts business and included in discontinued operations were $0.6 million. See note 32.
Acquisition related items
Acquisition related items are set out below:
Year ended 31 December
Acquisition related items:
Administrative expenses:
Acquisition earnouts and contingent consideration
Acquisition transaction costs
Amortisation of acquired intangible assets
Total acquisition related items before taxation
2020
US$m
2019
US$m
0.8
–
3.2
4.0
(1.7)
1.0
2.9
2.2
The Group has made acquisitions with earn-outs to allow part of the consideration to be based on the future performance of the businesses
acquired and to lock in key management. Where consideration paid or contingent consideration payable in the future is employment linked,
it is treated as an expense and part of statutory results. However, all consideration of this type is excluded from adjusted operating profit
and adjusted earnings per share as in management’s view, these items are part of the capital transaction.
Acquisition transaction costs and amortisation of intangible assets acquired through business combinations are not included within adjusted
earnings. These costs are acquisition related and management consider them to be capital in nature and they do not reflect the underlying
trading performance of the Group.
Excluding amortisation of intangible assets acquired through business combinations and recognised in accordance with IFRS 3 ‘Business
Combinations’ from adjusted results also ensures that the performance of the Group’s acquired businesses is presented consistently with its
organically grown businesses. It should be noted that the use of acquired intangible assets contributed to the Group’s results for the years
presented and will contribute to the Group’s results in future periods as well. Amortisation of acquired intangible assets will recur in future
periods. Amortisation of software is included within adjusted results as management consider these costs to be part of the underlying
trading performance of the business.
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CONTINUED
5 Profit for the year (including discontinued operations)
Year ended 31 December
Profit for the year is stated after charging/(crediting):
Amortisation of intangible assets
Depreciation of owned property, plant and equipment
Depreciation of right-of-use assets
Profit on disposal of property, plant and equipment
Fees charged by Deloitte LLP
Group audit fees:
– Fees payable for the audit of the Company’s annual accounts
– Fees payable for the audit of the Company’s subsidiaries
Other Deloitte services:
– Taxation services
– Other services
Total fees charged by Deloitte LLP
Research and development expenditure
Bad and doubtful debts
Net foreign exchange losses/(gains)
Rental income from land and buildings
Inventory as a material component of cost of sales
Inventory write-downs to net realisable value
6 Finance income
Year ended 31 December
Income from investments
Other interest receivable and similar income
2020
US$m
2019
US$m
7.2
30.5
18.3
(1.0)
0.6
1.5
0.1
0.2
2.4
6.4
3.1
3.2
(0.2)
487.1
4.5
2020
US$m
0.1
1.3
1.4
8.0
29.9
15.2
(2.9)
0.6
1.5
0.3
0.2
2.6
5.6
0.2
(0.8)
(0.2)
555.5
2.8
2019
US$m
0.1
4.2
4.3
Other interest receivable and similar income for the year ended 31 December 2020 includes exceptional income of $0.7 million (2019: $2.6
million) relating to refunds for indirect taxes in Brazil (see note 4 for further details).
7 Finance costs
Year ended 31 December
Interest on bank and other borrowings
Interest expense on lease liabilities
Net interest on pension scheme assets and liabilities
Other finance costs including unrealised gains and losses on foreign exchange contracts
2020
US$m
11.2
3.9
4.7
5.7
25.5
2019
US$m
14.5
3.7
5.5
5.9
29.6
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Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information8 Staff costs
The average monthly number of employees was:
Year ended 31 December
Continuing operations1:
Manufacturing
Other staff
Discontinued operations2
Total number of employees
Comprising:
UK
Overseas
The total numbers employed at the end of the year were:
Continuing operations:
UK
Overseas
Total number of employees
1. The 2020 average number of employees for continuing operations includes 274 employees of Pharr HP which was acquired in February 2020 (see note 31).
2. The 2019 average number of employees for the discontinued North America Crafts business are for the period until disposal on 20 February 2019 (see note 32).
Year ended 31 December
Employee aggregate remuneration comprised (including directors)3:
Continuing operations:
Wages and salaries
Social security costs
Other pension costs (note 10)
Discontinued operations
3. This does not include any contingent consideration on acquisitions that is treated as an expense, due to it being linked to continued employment (see note 4).
9 Tax on profit from continuing operations
Year ended 31 December
UK Corporation tax at 19% (2019: 19%)
Overseas tax charge
Deferred tax credit/(charge)
Total tax charge
2020
2019
13,723
3,359
17,082
–
13,430
3,446
16,876
555
17,082
17,431
182
16,900
17,082
187
17,244
17,431
183
17,125
17,308
184
16,957
17,141
2020
US$m
2019
US$m
237.8
24.6
9.7
272.1
–
272.1
2020
US$m
–
(43.0)
5.6
(37.4)
267.3
27.8
7.9
303.0
4.8
307.8
2019
US$m
–
(48.3)
(2.2)
(50.5)
The overseas tax charge includes withholding tax charges and other taxes not based on profits for the year ended 31 December 2020
of $12.5 million (2019: $14.4 million). Exceptional tax charges for the year ended 31 December 2020 were $2.2 million (2019: $nil) and
includes a charge of $1.9 million following the write off of deferred tax assets which were recognised in previous periods but are no longer
recoverable due to the impacts of Covid.
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CONTINUED
9 Tax on profit from continuing operations continued
The deferred tax credit of $5.6 million for the year ended 31 December 2020 includes the exceptional charge of $1.9 million offset by
deferred tax provision releases following remittance of dividends from subsidiaries, deferred tax credits arising from the expected recovery
of current year losses in certain jurisdictions and other timing differences.
The tax charge for the year can be reconciled as follows:
2020
2019
Exceptional
and
acquisition
related
items
US$m
Other
adjustments1
US$m
Underlying
US$m
91.1
(6.8)
(4.7)
Total
US$m
79.6
Exceptional
and
acquisition
related
items
US$m
Underlying
US$m
Other
adjustments1
US$m
Total
US$m
176.7
(4.4)
(5.5)
166.8
17.3
(1.3)
(0.9)
15.1
33.6
(0.8)
(1.0)
31.8
(0.7)
0.6
(0.4)
–
(1.5)
5.9
(0.6)
2.6
12.5
35.7
39%
0.3
1.3
–
–
–
(0.1)
–
–
–
–
(0.5)
1.9
(0.4)
–
4.2
2.6
(0.1)
(0.6)
(1.5)
(6.4)
(1.1)
0.8
(0.6)
–
–
(0.3)
–
–
–
–
1.9
0.5
–
–
–
–
–
–
2.2
(32)%
(0.5)
11%
8.3
(0.6)
2.6
12.5
37.4
47%
3.6
(1.8)
1.4
14.4
50.9
29%
1.7
0.9
–
–
–
–
0%
–
–
–
(0.4)
7%
2.8
3.4
(0.7)
(0.6)
(6.4)
6.2
(1.8)
1.4
14.4
50.5
30%
Year ended 31 December
Profit before tax
Expected tax charge/(credit)
at the UK statutory rate of 19%
(2019: 19%)
Differences between overseas
and UK taxation rate
Non-deductible expenses
Non-taxable income
Local tax incentives
Utilisation of unrecognised
deferred tax assets
Potential deferred tax assets
not recognised
Impact of changes in tax rates
Prior year adjustments
Withholding tax on remittances
(net of double tax credits) and
other taxes not based on profits
Income tax expense/(credit)
Effective tax rate
1. Other adjustments consist of net interest on pension scheme assets and liabilities of $4.7 million (2019: $5.5 million).
The Group’s underlying effective tax rate is higher than the blended rate of the countries we operate in primarily due to the impact of
unrelieved tax losses in countries where we are not currently able to recognise deferred tax assets in respect of those losses and the impact
of withholding taxes on the repatriation of earnings and royalties to the UK.
Excluding exceptional and acquisition related items and the impact of IAS 19 finance charges, the underlying effective rate on pre-tax
profits was 39% (2019: 29%). The higher rate was driven by withholding tax being largely independent of profit before tax thereby
receiving no relief from the lower profits as well as losses in jurisdictions we are unable to recognize an asset.
The overseas tax rate for the year ended 31 December 2020 is lower than the UK tax rate for the same period whereas it was higher in
2019. This reflects lower year on year profits and losses in jurisdictions where the tax rate is higher than the UK tax rate.
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Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information9 Tax on profit from continuing operations continued
Uncertain tax positions
The Group’s current tax liability includes a number of tax provisions, which although individually are relatively small, together they total
$15.0 million (2019: $14.1 million). These provisions relate to management’s estimate of the amount of tax payable on open tax returns yet
to be agreed with the local tax authorities. The Group evaluates uncertain tax items, which are subject to interpretation and agreement of
the position with the local Tax Authorities and consequently agreement may not be reached for a number of years. Primarily the tax items
for which a provision has been made relate to the interpretation of transfer pricing legislation and practices across the jurisdictions in which
the Group operates.
The final outcome on resolution of open issues with the relevant local Tax Authorities may vary significantly due to the uncertainty
associated with such tax items and the continual evolution and development of local Tax Authorities. There is a wide range of possible
outcomes and any variances in the final outcome to the provided amount will affect the tax financial results in the year of agreement.
However, it is not expected that a material adjustment would be required to these provisions within the next year.
The amount provided for uncertain tax positions has been made using the best estimate of the tax expected to be ultimately paid, taking
into account any progress on the discussions with local Tax Authorities, together with expert in-house and third-party advice on the
potential outcome and recent developments in case law, Tax Authority practices and previous experience.
Taxation paid
During the year the Group made Corporate Income Tax payments in respect of continuing operations (including withholding and dividend
distribution taxes) of $46.3 million (2019: $46.3 million). The amount of tax paid in each jurisdiction is as follows:
Year ended 31 December
UK
Vietnam
China
Indonesia
India
Bangladesh
Singapore
Brazil
Sri Lanka
Colombia
Spain
Hong Kong
Morocco
Poland
Thailand
Pakistan
USA
Turkey
Others (16 countries each less than $0.5 million)
Total Corporate Income Tax paid
2020
US$m
12.3
14.0
3.0
2.7
2.5
2.2
1.7
1.0
0.9
0.9
0.9
0.8
0.7
0.6
0.6
0.2
-
(0.5)
1.8
46.3
2019
US$m
11.7
12.7
1.5
3.2
5.7
1.7
1.8
(1.4)
1.1
0.7
0.3
0.1
0.6
0.7
0.7
0.6
1.3
1.5
1.8
46.3
Coats Group plc Annual Report and Accounts 2020
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationNOTES TO THE FINANCIAL STATEMENTS
CONTINUED
9 Tax on profit from continuing operations continued
The taxes paid in the UK and Singapore are primarily withholding taxes on royalties, group charges and dividends, deducted and paid at
source in the following jurisdictions:
Estonia
Indonesia
Bangladesh
Vietnam
China
India
Thailand
Colombia
Others (each less than $0.5 million)
Total withholding taxes paid
2020
US$m
2019
US$m
2.8
2.7
1.5
1.2
0.9
0.8
0.5
0.4
3.2
14.0
–
2.8
2.4
1.5
1.0
2.3
0.2
0.6
2.7
13.5
10 Retirement and other post-employment benefit arrangements
a) Pension and other post-employment costs
Pension and other post-employment costs charged to operating profit for the year were (continuing and discontinued operations):
Defined contribution schemes
Defined benefit schemes –
Coats US funded
Other funded and unfunded
Past service credit
Settlements
Administrative expenses for defined benefit schemes
Year ended
31 December
2019
US$m
3.0
Year ended
31 December
2020
US$m
3.7
US$m
1.8
4.2
US$m
1.9
3.4
6.0
(0.6)
–
4.9
14.0
5.3
(3.2)
0.1
5.5
10.7
Included in the table above are $nil (2019: $0.7 million) of past service costs that have been presented as exceptional items in the
Consolidated Income Statement. Also included in the table above is a $nil (2019: $1.8 million) past service credit (non-cash) on the
US post-retirement medical scheme relating to the discontinued NA Crafts business.
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b) Defined contribution schemes
The Group operates a number of defined contribution plans around the world to provide pension benefits. The total cost relating
to discontinued operations is $nil (2019: $0.1 million).
c) Defined benefit schemes
The Coats UK Pension Scheme is administered by a trustee and holds assets held in funds that are legally separated from the Group and are
subject to UK legislation with oversight from the Pensions Regulator. The trustee board is composed of representatives of both the Group
and scheme members together with two independent trustees. The trustee board is required by law and the scheme’s rules to act in the
interest of the scheme’s members and other stakeholders in the scheme (for example the Group). The trustee board is responsible for
setting the scheme’s investment policy following consultation with the Group.
The sponsor of the Coats UK Pension Scheme is Coats Limited and the Company provides a guarantee to the Coats UK Pension Scheme.
In addition, the Group has the Coats North America Pension Plan (‘Coats US’) which is a defined benefit scheme the assets of which are
held in funds that are legally separated from the Group. During the prior year the Group agreed to amend the Plan to close to new hires
from 1 January 2020, and to cease future accrual for current employees from 1 January 2022. The amendment resulted in a $2.6 million
past service credit in 2019.
Finally, the Group also operates various other pension and other post-retirement arrangements in most of the countries in which it operates
(most significantly in Germany). Detailed disclosures in respect of the UK plans and the Coats US plan are given in this note as the defined
benefit obligations under these schemes represent around 96% of all defined benefit obligations.
The Coats UK Pension Scheme operates an investment policy whereby a portion of the fund is invested in assets (Bonds and derivatives)
that broadly match movements in the value of the scheme’s liabilities and a portion in assets that are anticipated to deliver a return in excess
of the change in value of the liabilities.
The following disclosures do not include information in respect of schemes operated by joint ventures.
Coats Group plc Annual Report and Accounts 2020
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CONTINUED
10 Retirement and other post-employment benefit arrangements continued
i) Principal risks
The Group is exposed to actuarial and investment risks, the principal risks are:
Risk
Description
Commentary
Interest rate risk
Inflation
Longevity risk
Investment risk
The present value of the defined
benefit plan liabilities is calculated using
a discount rate determined by reference
to bond yields. A decrease in bond
yield rates will increase defined
benefit obligations.
The impact of the movement in discount rates are shown on page 143. The
Trustees of the UK and US schemes hedge these sensitivities through physical
bonds and derivatives. The Coats UK Pension Scheme is currently over 80%
(2019: over 80%) hedged against interest rate movements by reference to
the Technical Provisions liability.
The present value of the defined
benefit liabilities are calculated by
reference to assumed future inflation
rates. An increase in inflation rates will
increase defined benefit obligations.
The impact of the movement in inflation rates are shown on page 143. The
Trustees of the UK and US schemes hedge these sensitivities through physical
bonds, derivatives and real assets. The Coats UK Pension Scheme is currently
over 80% (2019: over 80%) hedged against inflation rate movements by
reference to the Technical Provisions liability.
The present value of the defined
benefit plan liability is calculated by
reference to the best estimate of
member life expectancies. An increase
in life expectancy will increase liabilities.
The scheme assets are shown on a
mark-to-market basis. A decrease in
asset values at a relevant measurement
date, to the extent assets do not hedge
liabilities, would lead to an increased
disclosed deficit or reduced surplus.
The impact of an increase in life expectancy is shown on page 143. Currently
this is not a risk that is hedged by the Group’s pension schemes.
The UK funded scheme is diversified by asset class, at individual securities
level; geography; and by investment managers. To the extent that any assets
are not Sterling denominated the scheme hedges the majority of this
currency exposure back to Sterling.
The US scheme is fully funded and has a significant proportion of fixed
income. The fixed income is invested directly to protect the funded status of
the scheme. Trustees work with fixed income managers to consider the
liabilities (including key period durations, credit spread duration and
convexity) and have created a custom fix income benchmark to match the
liabilities and protect the funded status.
In addition the schemes’ investment policies recognise the need to generate
cash flows to meet members’ benefits as they fall due.
ii) UK funding commitments
The information provided below for defined benefit plans has been prepared by independent qualified actuaries based on the most recent
actuarial valuations of the schemes, updated to take account of the valuations of assets and liabilities as at 31 December 2020.
On 6 March 2019 Coats Limited and the Trustee of the Coats UK Pension Scheme agreed the first valuation of the Coats UK Pension
Scheme with a 1 July 2018 effective date. This agreement resulted in ongoing annual deficit recovery payments of £20 million ($27 million
at 31 December 2020 exchange rate) per annum increasing annually by the increase in the Retail Prices Index (first increase in January 2020)
based on a Technical Provisions deficit of £252 million ($345 million). At 1 July 2018 the market value of assets were £2,109 million ($2,883
million) and liabilities were £2,361 million ($3,228 million) resulting in the Technical Provisions deficit of £252 million ($345 million). As
before the Group will also meet Scheme administrative expenses and levies estimated in future at £4 million ($5 million) per annum (i.e.
total ongoing payments of $32 million per annum). The new deficit recovery payments were effective from 1 April 2019 and are payable
until 31 December 2028. The Scheme’s next triennial valuation will have an effective date of 31 March 2021 to realign with the valuation
cycle of the previous UK schemes.
In agreement with the trustees of the Coats UK Pension Scheme, and as part of the wider Covid underpinning actions during H1 2020,
the Group agreed to defer the deficit recovery payments for April-December 2020 inclusive (circa $21 million deferred). The catch up of
these payments is currently anticipated to commence in mid-2021 and will be evenly spread over a period of 18 months.
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The actuarial valuation deficit above is used to determine the level of deficit repair contributions that the Group is required to pay into
the Coats UK Pension Scheme. The actuarial valuation is different to the IAS 19 accounting valuation (set out below), which is based on
accounting rules concerning employee benefits and shown on the consolidated statement of financial position. The actuarial valuations are
generally based on the more prudent ‘Technical Provisions’ basis than that used for accounting purposes and as a result the actuarial deficits
are generally higher than the accounting deficits. It should also be noted that the accounting deficit figures are calculated as at the balance
sheet date of 31 December 2020.
The most recent actuarial valuation for the Coats UK pension scheme had a 1 July 2018 effective date and the most recent actuarial
valuation for the Coats US scheme was 31 December 2019.
iii) Principal assumptions
The principal assumptions for the UK and US schemes are as follows:
Principal assumptions at 31 December 2020
Rate of increase in salaries
Rate of increase for pensions in payment
Discount rate
Inflation assumption
Principal assumptions at 31 December 2019
Rate of increase in salaries
Rate of increase for pensions in payment
Discount rate
Inflation assumption
Coats UK
Pension
Scheme
%
–
Various
1.3
3.0
Coats UK
Pension
Scheme
%
–
Various
2.0
3.1
Coats US
%
Other
%
3.0
–
2.3
2.2
4.7
3.0
3.1
3.7
Coats US
%
Other
%
3.0
–
3.2
2.2
5.1
3.5
3.9
4.1
The rate of increase for pensions in payment for members of the combined Coats UK Pension Scheme vary in accordance with each
member’s former scheme category and period of membership. For former Coats UK plan members the increases for pensions in payment
are assumed to be at a rate of 3.0% (2019: 3.0%). For former Staveley scheme members, the majority of the increases for pensions in
payment fall within the range 2.4%-3.0% (2019: 2.5%-3.0%). For former Brunel scheme members, the majority of the increases for
pensions in payment fall within the range 3.0%-4.0% (2019: 3.0%-4.0%).
The assumed life expectancy on retirement is:
Year ended
31 December 2020
Year ended
31 December 2019
Coats UK
Pension
Scheme
Years
Coats US
Years
Coats UK
Pension
Scheme
Years
Coats US
Years
Retiring today at age 60:
Males
Females
Retiring in 20 years at age 60:
Males
Females
25.7
27.9
27.2
29.5
24.7
26.8
26.3
28.4
25.6
27.7
27.1
29.3
Coats Group plc Annual Report and Accounts 2020
24.8
27.0
26.6
28.7
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CONTINUED
10 Retirement and other post-employment benefit arrangements continued
iv) Amounts recognised in the consolidated income statement
Amounts recognised in income in respect of these defined benefit schemes are as follows (both continuing and discontinued operations):
Year ended 31 December 2020
Current service cost
Past service credit
Administrative expenses
Interest on defined benefit obligations – unwinding of discount
Interest income on pension scheme assets
Effect of asset cap
Year ended 31 December 2019
Current service cost
Past service cost
Settlements
Administrative expenses
Interest on defined benefit obligations – unwinding of discount
Interest income on pension scheme assets
Effect of asset cap
Coats UK
Pension
Scheme
US$m
Coats US
US$m
Other
US$m
(4.2)
0.6
–
(3.6)
(4.2)
1.0
(0.4)
(3.6)
(1.8)
–
(0.4)
(2.2)
(3.6)
6.3
(2.2)
0.5
Coats US
US$m
Other
US$m
(1.9)
2.6
–
(0.8)
(0.1)
(4.7)
7.4
(1.2)
1.5
(3.4)
0.6
(0.1)
(0.1)
(3.0)
(5.2)
1.3
(0.5)
(4.4)
–
–
(4.5)
(4.5)
(55.6)
54.0
–
(1.6)
Coats UK
Pension
Scheme
US$m
–
–
–
(4.6)
(4.6)
(73.2)
70.6
–
(2.6)
Group
US$m
(6.0)
0.6
(4.9)
(10.3)
(63.4)
61.3
(2.6)
(4.7)
Group
US$m
(5.3)
3.2
(0.1)
(5.5)
(7.7)
(83.1)
79.3
(1.7)
(5.5)
Included in the table above is a current service cost for the year ended 31 December 2020 of $nil (2019: $0.3 million) which has been
included in discontinued operations relating to the disposed North America Crafts business.
v) Amounts recognised in the consolidated statement of comprehensive income
Actuarial gains and losses were as follows:
Effect of changes in demographic assumptions
Effect of changes in financial assumptions
Effect of experience adjustments
Remeasurement on assets (excluding interest income)
Adjustment due to surplus cap
Included in the statement of comprehensive income
Year ended
31 December
2020
US$m
Year ended
31 December
2019
US$m
(10.4)
50.7
(321.6)
(308.1)
13.7
286.3
(7.7)
(39.7)
(1.4)
278.9
(51.2)
(31.1)
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vi) Amounts recognised in the consolidated statement of financial position
The amounts included in the consolidated statement of financial position arising from the Group’s defined benefit arrangements
are as follows:
Year ended 31 December 2020
Cash and cash equivalents
Equity instruments:
US
UK
Eurozone
Other regions
Debt instruments:
Corporate bonds (Investment grade)
Corporate bonds (Non-investment grade)
Government/sovereign instruments
Global real estate
Derivatives:
Total return, interest and inflation swaps
Assets held by insurance company:
Insurance contracts
Diversified investment fund
Other
Total market value of assets
Actuarial value of scheme liabilities
Net (liability)/asset in the scheme
Adjustment due to surplus cap
Recoverable net (liability)/asset in the scheme
Coats US
US$m
7.6
Other
US$m
2.8
Coats UK
Pension
Scheme
US$m
251.2
108.0
7.8
16.5
44.9
956.5
303.5
1,122.5
286.6
(11.1)
2.9
–
120.9
3,210.2
28.2
3.5
10.0
16.0
113.1
4.0
78.4
–
0.1
0.5
–
(44.3)
217.1
Total
US$m
261.6
137.4
11.3
26.5
65.9
1.2
–
–
5.0
4.3
1,073.9
–
–
307.5
1,200.9
0.1
286.7
–
(11.0)
1.2
5.0
0.2
4.6
5.0
76.8
19.8
3,447.1
(3,338.7)
(121.0)
(128.8)
(3,588.5)
(128.5)
–
(128.5)
96.1
(80.5)
15.6
(109.0)
(3.9)
(141.4)
(84.4)
(112.9)
(225.8)
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CONTINUED
10 Retirement and other post-employment benefit arrangements continued
Year ended 31 December 2019
Cash and cash equivalents
Equity instruments:
US
UK
Eurozone
Other regions
Debt instruments:
Corporate bonds (Investment grade)
Corporate bonds (Non-investment grade)
Government/sovereign instruments
Global real estate
Derivatives:
Total return, interest and inflation swaps
Assets held by insurance company:
Insurance contracts
Diversified investment fund
Other
Total market value of assets
Actuarial value of scheme liabilities
Net (liability)/asset in the scheme
Adjustment due to surplus cap
Recoverable net (liability)/asset in the scheme
The amounts are presented in the consolidated statement of financial position as follows:
Year ended 31 December
Non-current assets:
Funded
Current assets:
Funded
Current liabilities:
Funded
Unfunded
Non-current liabilities:
Funded
Unfunded
Coats UK
Pension
Scheme
US$m
118.2
119.1
10.3
30.8
47.1
Coats US
US$m
7.3
Other
US$m
4.5
Total
US$m
130.0
30.7
3.4
9.1
15.0
0.8
150.6
–
–
4.7
13.7
39.9
66.8
1,014.7
108.1
4.9
1,127.7
272.4
901.5
267.4
(34.8)
6.7
72.6
113.2
2,939.2
(3,030.8)
(91.6)
–
(91.6)
1.4
65.5
–
0.1
0.5
–
(35.1)
206.0
(118.3)
87.7
(69.8)
17.9
–
–
0.2
273.8
967.0
267.6
–
(34.7)
1.1
7.1
0.2
8.3
79.7
78.3
23.5
3,168.7
(126.5)
(3,275.6)
(103.0)
(4.6)
(107.6)
(106.9)
(74.4)
(181.3)
2020
US$m
2019
US$m
11.4
13.8
4.8
4.7
(35.3)
(7.1)
(100.1)
(99.5)
(225.8)
(27.5)
(6.2)
(71.6)
(94.5)
(181.3)
The schemes disclosed as part of the ‘other’ column in the tables above include surplus positions of $0.6 million (2019: $0.4 million).
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Movements in the present value of defined benefit obligations were as follows:
At 1 January
Current service cost
Increase in liabilities on settlements
Past service credit
Interest on defined benefit obligations – unwinding of discount
Actuarial losses on obligations
Contributions from members
Benefits paid
Exchange difference
At 31 December
Movements in the fair value of scheme assets were as follows:
At 1 January
Interest income on scheme assets
Remeasurement on assets (excluding interest income)
Contributions from members
Contribution from sponsoring companies
Benefits paid
Administrative expenses paid from plan assets
Exchange difference
At 31 December
Administrative expenses paid from plan assets excludes those expenses paid directly by the Group.
The reconciliation of the effect of the asset ceiling is as follows:
Unrecognised surplus at 1 January
Interest cost on unrecognised surplus
Changes in the effect of limiting a net defined benefit asset to the asset ceiling (excluding interest)
Exchange difference
Unrecognised surplus at 31 December
Year ended
31 December
2020
US$m
Year ended
31 December
2019
US$m
(3,275.6)
(3,002.4)
(6.0)
–
0.6
(5.3)
(0.1)
3.2
(63.4)
(83.1)
(318.3)
(258.8)
(0.1)
178.5
(104.2)
(0.1)
183.8
(112.8)
(3,588.5)
(3,275.6)
3,168.7
2,855.5
61.3
286.3
0.1
13.0
79.3
278.9
0.1
28.5
(178.5)
(183.8)
(0.5)
96.7
(0.9)
111.1
3,447.1
3,168.7
74.4
2.6
7.7
(0.3)
84.4
21.4
1.7
51.2
0.1
74.4
Coats Group plc Annual Report and Accounts 2020
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CONTINUED
10 Retirement and other post-employment benefit arrangements continued
vii) Assets without a quoted price in an active market
For the Coats UK Pension Scheme, all assets in the table above, except for cash and cash equivalents, do not have a quoted price in an
active market.
For the Coats US scheme, included in the tables above are $0.4 million (2019: $0.4 million) of US equity instruments, $113.1 million
(2019: $108.1 million) of corporate bonds (Investment grade), $4.0 million (2019: $1.4 million) of corporate bonds (Non-investment grade),
government/sovereign instruments of $15.2 million (2019: $24.2 million), $0.5 million (2019: $0.5 million) of insurance contracts and
$44.1 million (2019: $35.0 million) of other liabilities without a quoted price in an active market. All other assets have a quoted price
in an active market.
viii) Basis of asset valuation
Under IAS 19, plan assets must be valued at the bid market value at the balance sheet date. For the main asset categories:
• Equities and bonds listed on recognised exchanges are valued at closing bid prices;
• Other bonds are measured using a combination of broker quotes and pricing models making assumptions for credit risk, market
risk and market yield curves;
• Global real estate assets are valued on either a fair value approach as provided by the investment manager or notional bid valuations
provided by the investment managers due to investments being held within a single priced pooled investment vehicle. Valuations are
prepared in accordance with the current RICS Valuation – Global Standards (1 July 2017) and the RICS Valuation – Professional Standards
UK January 2014 (revised April 2015);
• Certain unlisted investments, for example derivatives and insurance contracts, are valued using a model based valuation such as a
discounted cash flow; and
• Diversified investment funds are valued at fair value which is typically the Net Asset Value provided by the investment manager.
ix) Recoverability of plan surplus
The recoverable surplus on the Coats US scheme has been recognised in line with the benefit from contribution holidays, plus annual
refunds expected from the scheme to fund the US post-retirement medical scheme in accordance with relevant US legislation. Following the
disposal of North America Crafts, Coats retains the previously incurred pension obligations from the business. The pension scheme was in a
surplus position of $96.1 million at 31 December 2020 of which a recoverable surplus of $15.6 million is recognised on the Balance Sheet.
For the Coats UK Pension Scheme, which is in IAS 19 deficit, committed contributions to the plan at the balance sheet date are expected to
put the scheme into an IAS 19 surplus position. The Group notes that in the event that a surplus emerges in the Coats UK Pension Scheme,
it would have an unconditional right to a refund of the surplus assuming the gradual settlement of the liabilities over time and therefore no
additional minimum funding requirement has been recognised.
x) Duration of plan liabilities
The weighted average duration of benefit obligations is 15 years (2019: 15 years) for the Coats UK scheme and 8 years (2019: 8 years) for
the Coats US scheme.
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xi) Sensitivities
Sensitivities regarding the discount rate, inflation (which also impacts the rate of increases in salaries and rate of increase for pension in
payments assumptions for the UK scheme) and mortality assumptions used to measure the liabilities of the principal schemes, along with
the impact they would have on the scheme liabilities, are set out below. Interrelationships between assumptions might exist and the analysis
below does not take the effect of these interrelationships into account:
Coats UK Pension Scheme discount rate
Coats US discount rate
Coats UK Pension Scheme inflation rate
Coats US inflation rate
Year ended
31 December
2020
-0.25%
US$m
+0.25%
US$m
(127.3)
135.2
(3.4)
89.6
–
3.5
(99.3)
–
Year ended
31 December
2019
-0.25%
US$m
112.9
2.5
(90.2)
–
+0.25%
US$m
(113.6)
(2.4)
82.3
–
An increase of 1.0% in the discount rate would result in the Coats UK Pension Scheme and the Coats US scheme liabilities decreasing by
$467.2 million and $13.5 million. A decrease of 1.0% in the discount rate would result in the Coats UK Pension Scheme and the Coats US
scheme liabilities increasing by $594.6 million and $15.0 million.
If members of the Coats UK Pension Scheme live one year longer the scheme liabilities will increase by $157.8 million (2019: $142.3 million).
If members of the Coats US scheme live one year longer scheme liabilities will increase by $4.3 million (2019: $3.9 million), however, there
would be no overall impact on the recoverable surplus.
In presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected
unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability
recognised in the consolidated statement of financial position. There was no change in the methods and assumptions used in preparing the
sensitivity analysis from prior years.
Sensitivity of medical schemes to medical cost trend rate assumptions:
Effect on total service cost and interest cost components of other schemes
Effect on defined benefit obligation of other schemes
Year ended
31 December
2020
-1%
US$m
(0.1)
(1.4)
+1%
US$m
0.1
1.6
Year ended
31 December
2019
-1%
US$m
(0.1)
(1.2)
+1%
US$m
0.1
1.4
xii) Expected contributions for 2021
The total estimated amount to be paid in respect of all of the Group’s retirement and other post-employment benefit arrangements during
the 2020 financial year (excluding administrative expenses paid by the Company) is $41.1 million. This includes $9 million of deficit repair
contributions that were deferred in 2020 for the Coats UK Pension Scheme.
11 Earnings per ordinary share
The calculation of basic earnings per ordinary share from continuing operations is based on the profit from continuing operations
attributable to equity shareholders and the weighted average number of Ordinary Shares in issue during the year, excluding shares
held by the Employee Benefit Trust but including shares under share incentive schemes which are not contingently issuable.
The calculation of basic earnings per ordinary share from continuing and discontinued operations is based on the profit attributable to
equity shareholders. The weighted average number of ordinary shares used for the calculation of basic earnings per ordinary share from
continuing and discontinued operations is the same as that used for basic earnings per ordinary share from continuing operations.
Coats Group plc Annual Report and Accounts 2020
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CONTINUED
11 Earnings per ordinary share continued
For diluted earnings per ordinary share, the weighted average number of ordinary shares in issue is adjusted to include all potential
dilutive ordinary shares. The Group has two classes of dilutive potential Ordinary Shares: those share options granted to employees where
the exercise price is less than the average market price of the Company’s ordinary shares during the year and those long-term incentive
plan awards for which the performance criteria would have been satisfied if the end of the reporting period were the end of the
contingency period.
Year ended 31 December
Profit from continuing operations attributable to equity shareholders
Profit from continuing and discontinued operations attributable to equity shareholders
Year ended 31 December
Weighted average number of ordinary shares in issue for basic earnings per share
Adjustment for share options and LTIP awards
Weighted average number of ordinary shares in issue for diluted earnings per share
Year ended 31 December
Continuing operations:
Basic earnings per ordinary share
Diluted earnings per ordinary share
Continuing and discontinued operations:
Basic earnings per ordinary share
Diluted earnings per ordinary share
12 Dividends
Year ended 31 December
2019 interim dividend paid – 0.55 cents per share
2018 final dividend paid – 1.16 cents per share
2020
US$m
26.4
26.4
2019
US$m
96.2
95.7
2020
Number
of shares
m
2019
Number
of shares
m
1,455.6
1,443.8
1.4
13.7
1,457.0
1,457.5
2020
cents
2019
cents
1.81
1.81
1.81
1.81
2020
US$m
–
–
–
6.66
6.60
6.63
6.57
2019
US$m
7.8
16.6
24.4
The proposed final dividend of 1.30 cents per ordinary share for the year ended 31 December 2020 is not recognised as a liability in
the consolidated statement of financial position in line with the requirements of IAS 10 Events after the Reporting Period and, subject to
shareholder approval, will be paid on 25 May 2021 to ordinary shareholders on the register on 30 April 2021, with an ex-dividend date
of 29 April 2021.
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Goodwill
US$m
Brands &
trade names
US$m
Technology
US$m
Customer
relationships
US$m
Total
acquired
US$m
Computer
software
US$m
13 Intangible assets
Cost
At 1 January 2019
Currency translation differences
Additions
Reclassifications
Disposals
At 31 December 2019
Currency translation differences
Additions
Disposals
24.9
–
1.0
–
–
243.9
–
0.1
–
(1.3)
25.9
242.7
1.0
0.3
–
–
0.6
–
13.3
(0.1)
3.8
–
–
17.0
1.1
–
–
At 31 December 2020
27.2
243.3
18.1
Cumulative amounts charged
At 1 January 2019
Currency translation differences
Reclassifications
Amortisation charge for the year
Disposals
At 31 December 2019
Currency translation differences
Amortisation charge for the year
Disposals
At 31 December 2020
–
–
–
–
–
–
–
–
–
–
1.9
0.1
–
0.2
(1.3)
0.9
–
0.4
–
1.3
Net book value at 31 December 2020
Net book value at 31 December 2019
27.2
25.9
242.0
241.8
3.7
–
–
2.2
–
5.9
0.4
2.4
–
8.7
9.4
11.1
6.7
263.9
–
–
–
–
6.7
0.4
–
–
7.1
1.4
–
–
0.5
–
1.9
0.2
0.4
–
2.5
4.6
4.8
(0.1)
3.9
–
(1.3)
266.4
1.5
0.6
–
268.5
7.0
0.1
–
2.9
(1.3)
8.7
0.6
3.2
–
12.5
256.0
257.7
87.4
(0.4)
2.8
7.4
(2.6)
94.6
0.1
2.0
(9.9)
86.8
85.0
(0.4)
0.1
5.1
(2.6)
87.2
–
4.0
(9.8)
81.4
5.4
7.4
Total
US$m
376.2
(0.5)
7.7
7.4
(3.9)
386.9
2.6
2.9
(9.9)
382.5
92.0
(0.3)
0.1
8.0
(3.9)
95.9
0.6
7.2
(9.8)
93.9
288.6
291.0
The carrying value of Coats brands at 31 December 2020 and 31 December 2019 is $239.6 million. There is no foreseeable limit to
the net cash inflows from royalties, which are generated from continued sales of thread resulting from the Coats brands, and those brands
are therefore assessed as having indefinite useful lives. The recoverable amount of these brands has been estimated using the relief from
royalty method to calculate the fair value and is re-assessed annually by reference to the discounted cash flow arising from the royalties
generated by those brands. The valuation has been based on the latest budget and medium-term plan approved by the Board, covering
the period to 31 December 2022, applying a pre-tax discount rate of 10.6% (2019: 10.0%) and long-term growth of 2.8% (2019: 2.8%).
Management believes that no reasonable potential change in any of the above key assumptions would cause the carrying value to exceed
its recoverable amount.
Coats Group plc Annual Report and Accounts 2020
145
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CONTINUED
13 Intangible assets continued
Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (‘CGUs’) that are expected to benefit
from that business combination. The acquisition of Pharr High Performance Yarns (“Pharr HP”) in February 2020 provided the Group with
further scale and expertise within Personal Protection, a key end-use market in the Performance Materials operating segment. Following
the acquisition of Pharr HP, the Group integrated a number of key business processes of Pharr HP with its existing Personal Protection
businesses of Patrick Yarn and Coats American, as all three businesses serve the same Personal Protection market in the US and have similar
product offerings as well as the capability to fulfil each other’s orders. As such, the Group views these businesses as three manufacturing
sites serving the Personal Protection market in the US rather than separate businesses. As the cash inflows of Pharr HP, Patrick Yarn and
Coats American are inter-dependent, the Group considers goodwill arising from the Pharr HP and Patrick Yarn acquisitions to be allocated
to the single CGU of North America. This is consistent with the information used by the Board to monitor the goodwill arising from these
acquisitions for impairment. Comparative information relating to Patrick Yarn for the year ended 31 December 2019 has been presented
on a consistent basis. The carrying amount of goodwill has been allocated as follows:
Year ended 31 December
Gotex
North America
Coats Digital
Other
2020
US$m
13.9
2.6
8.9
1.8
27.2
2019
US$m
12.9
2.3
8.6
2.1
25.9
The carrying value of the goodwill allocated to the CGUs has been tested for impairment during the year by comparing the carrying
value of the CGU to their value in use. The value in use calculations were based on projected cash flows, derived from the latest budgets
approved by the Board and factoring in the most recent trading activity. Projected cash flows are, discounted at CGU specific, risk adjusted,
discount rates to calculate the net present value.
The calculation of ‘value in use’ is most sensitive to the following assumptions:
• CGU specific operating assumptions that are reflected in the budget and medium-term plan periods for the financial year
to December 2023;
• discount rates; and
• growth rates used to extrapolate risk adjusted cash flows beyond the medium-term period.
146
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information13 Intangible assets continued
CGU specific operating assumptions are applicable to the cash flows for the years 2021 to 2023 and relate to revenue forecasts and
forecast operating margins. A short-term growth rate is applied to the December 2023 plan to derive the cash flows arising in 2024–2025
and a long-term rate is applied to 2025 to determine a terminal value. Revenue growth and operating margin improvement assumptions in
2024-2025 are as follows:
Gotex
North America
Coats Digital
Revenue
growth
%
5.0–10.0
6.2–7.0
25.7–30.4
Operating
margin
improvement
%
1.0
0.9–1.3
2.9–3.0
The discount rate is based on estimations of the assumptions that market participants operating in similar sectors to Coats would make,
using the Group’s economic profile as a starting point and adjusting appropriately. The pre-tax base discount rate of 10.6% (2019: 10.0%)
has been adjusted for economic risks that are not already captured in the specific operating assumptions. This results in the impairment
testing using a pre tax discount rate of 13.3% for Gotex, 11.0% for North America, and 13.6% for Coats Digital.
The following scenarios would result in headroom being completely eliminated in the value in use impairment assessments:
• the discount rate increasing by 600bps in Gotex, 270bps points in North America and 700bps in Coats Digital; or
• cumulative 2021-2025 revenue is 29% lower in Gotex, 25% lower in North America and 30% lower in Coats Digital; or
• cumulative 2021-2025 operating profit is 35% lower in Gotex, 36% lower in North America and 46% lower in Coats Digital.
In light of this, management believes that no reasonable potential change in any of the above key assumptions would cause the carrying
value of any of the above CGUs to materially exceed their recoverable amount.
Coats Group plc Annual Report and Accounts 2020
147
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationNOTES TO THE FINANCIAL STATEMENTS
CONTINUED
14 Property, plant and equipment
Cost
At 1 January 2019
Currency translation differences
Subsidiaries bought externally
Additions
Transfer to non-current assets held for sale
Reclassifications
Disposals
At 31 December 2019
Currency translation differences
Subsidiaries bought externally
Additions
Disposals
At 31 December 2020
Cumulative amounts charged
At 1 January 2019
Currency translation differences
Depreciation charge for the year
Impairment charge
Transfer to non-current assets held for sale
Reclassifications
Disposals
At 31 December 2019
Currency translation differences
Depreciation charge for the year
Impairment charge (see note 4)
Disposals
At 31 December 2020
Net book value at 31 December 2020
Net book value at 31 December 2019
Land and
buildings
US$m
Plant and
equipment
US$m
Vehicles and
office
equipment
US$m
157.3
(0.5)
–
7.2
(2.4)
(0.2)
(1.1)
557.3
(8.6)
0.1
27.0
–
(1.3)
(11.9)
160.3
562.6
0.1
–
3.1
(0.4)
163.1
71.0
(0.9)
4.3
–
(0.9)
(0.1)
(1.0)
(5.5)
3.9
7.9
(6.1)
562.8
381.9
(5.2)
21.6
1.2
–
(1.1)
(11.3)
72.4
387.1
0.2
5.0
0.1
(0.3)
77.4
85.7
87.9
(2.5)
21.8
3.7
(5.8)
404.3
158.5
175.5
93.7
(1.0)
–
4.4
–
(7.4)
(3.5)
86.2
(0.6)
–
1.7
(10.8)
76.5
73.2
(1.0)
4.0
0.1
–
(0.1)
(2.9)
73.3
(0.2)
3.7
0.3
(10.8)
66.3
10.2
12.9
Total
US$m
808.3
(10.1)
0.1
38.6
(2.4)
(8.9)
(16.5)
809.1
(6.0)
3.9
12.7
(17.3)
802.4
526.1
(7.1)
29.9
1.3
(0.9)
(1.3)
(15.2)
532.8
(2.5)
30.5
4.1
(16.9)
548.0
254.4
276.3
148
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information14 Property, plant and equipment continued
Analysis of net book value of land and buildings 31 December
Freehold
Leasehold improvements:
Over 50 years unexpired
Under 50 years unexpired
2020
US$m
71.0
2.0
12.7
85.7
2019
US$m
72.6
2.0
13.3
87.9
15 Leases
The Group leases several assets including buildings, plants, vehicles and office equipment. The average lease term is 4 years (2019: 3 years).
The Group’s consolidated balance sheet includes the following amounts relating to leases:
Right-of-use assets
Net carrying amount
At 1 January 2020
At 31 December 2020
Depreciation expense for the year ended
31 December 2019
31 December 2020
Land and
buildings
US$m
Plant and
equipment
US$m
Vehicles and
office
equipment
US$m
47.5
49.7
9.3
12.9
9.8
6.4
2.5
2.2
Total
US$m
63.4
60.7
15.2
18.3
2019
US$m
14.1
50.9
65.0
14.1
33.5
17.4
65.0
6.1
4.6
3.4
3.2
2020
US$m
16.4
49.6
66.0
16.4
34.6
15.0
66.0
Additions to the right-of-use assets during the year ended 31 December 2020 were $16.2 million (2019: $22.2 million).
Lease liabilities
Year ended 31 December
Current
Non-current
Maturity analysis
Payable within one year
Payable between one and five years
Payable after more than five years
The net increase in lease liabilities during the year ended 31 December 2020 was $1.0 million (2019: $7.3 million) which includes foreign
exchange losses on lease liabilities of $0.7 million (2019: gains of $0.4 million). The total cash outflow for leases in the year ended
31 December 2020 was $19.4 million (2019: $17.3 million).
Coats Group plc Annual Report and Accounts 2020
149
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
15 Leases continued
The Group’s consolidated income statement includes the following amounts relating to leases:
Year ended 31 December
Depreciation expense
Interest expense on lease liabilities
Expenses relating to short term leases
Expenses relating to leases of low value assets
Expense relating to variable lease payments not included in the measurement of the lease liability
Impairment of right-of-use assets (see note 4)
Income from subleasing right-of-use assets
2020
US$m
18.3
3.9
1.5
0.1
0.6
0.8
(0.2)
2019
US$m
15.2
3.7
3.0
0.1
0.3
-
(0.2)
The Group subleases some of its right-of-use assets. At the balance sheet date, the Group had contracted with tenants for receipt of the
following minimum lease payments:
Year ended 31 December
Receivable within one year
Receivable between one and five years
16 Non-current investments
Year ended 31 December
Interests in joint ventures (see below)
Investments in equity securities:
Unlisted investments
Other investments included within current assets were $0.1 million at 31 December 2020 (2019: $0.1 million).
Interests in joint ventures
At 1 January 2020
Dividends receivable
Share of profit after tax
At 31 December 2020
Year ended 31 December
Share of net assets on acquisition
Share of post-acquisition retained profits
Share of net assets
150
Coats Group plc Annual Report and Accounts 2020
2020
US$m
0.2
–
0.2
2020
US$m
11.1
6.0
17.1
2020
US$m
10.6
0.5
11.1
2019
US$m
0.2
0.2
0.4
2019
US$m
11.4
6.1
17.5
US$m
11.4
(0.9)
0.6
11.1
2019
US$m
10.6
0.8
11.4
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information16 Non-current investments continued
The following table provides summarised financial information on the Group’s share of its joint ventures, relating to the period during which
they were joint ventures, and excludes goodwill:
Year ended 31 December
Summarised income statement information:
Revenue
Profit before tax
Taxation
Profit after tax
Year ended 31 December
Summarised balance sheet information:
Non-current assets
Current assets
Liabilities due within one year
Net assets
17 Deferred tax assets
Year ended 31 December
Deferred tax assets
The Group’s deferred tax assets are included within the analysis in note 24.
The movements in the Group’s deferred tax asset during the year were as follows:
At 1 January
Currency translation differences
Acquisition/disposal of subsidiaries
Reclassified from deferred tax liability
Transfer to current tax
Credited/(charged) to the income statement
Credited to other comprehensive income and expense
Charged to equity
At 31 December
18 Inventories
Year ended 31 December
Raw materials and consumables
Work in progress
Finished goods and goods for resale
2020
US$m
20.8
0.8
(0.2)
0.6
2020
US$m
5.7
12.9
18.6
(7.5)
11.1
2020
US$m
22.7
2020
US$m
16.2
0.6
–
5.2
(0.2)
0.8
0.1
–
2019
US$m
25.1
1.4
(0.3)
1.1
2019
US$m
5.9
13.9
19.8
(8.4)
11.4
2019
US$m
16.2
2019
US$m
19.2
(0.4)
(0.7)
2.8
(0.3)
(3.4)
0.5
(1.5)
22.7
16.2
2020
US$m
96.6
28.0
62.4
2019
US$m
75.1
29.8
67.6
187.0
172.5
Coats Group plc Annual Report and Accounts 2020
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CONTINUED
19 Trade and other receivables
Year ended 31 December
Non-current assets:
Income tax assets
Trade receivables
Other receivables
Derivative financial instruments
Current assets:
Trade receivables
Current income tax assets
Prepayments and accrued income
Derivative financial instruments
Other receivables
2020
US$m
2019
US$m
0.5
0.6
12.4
5.5
19.0
1.5
0.7
14.6
3.3
20.1
223.5
208.7
6.8
5.6
3.5
35.1
274.5
5.5
6.9
0.9
39.2
261.2
The fair value of trade and other receivables is not materially different to the carrying value.
Interest charged in respect of overdue trade receivables is immaterial.
Included within trade receivables is $6.2 million (2019: $5.8 million) relating to software solutions revenue contracts, for which performance
obligations are fulfilled over a period of time (see note 21).
The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which requires the use of the
lifetime expected loss provision for all trade receivables. Credit risk is minimised due to the quality and short-term nature of the Group’s
trade receivables as well as the fact that the exposure is spread over a large number of customers. An allowance has been made for
expected losses on trade receivables of $10.2 million (2019: $8.1 million).
The Group monitors receivables for any significant increases in credit risk, and fully provides for trade receivables which are more than
6 months overdue, unless there are specific circumstances which would indicate otherwise. For all other trade receivables, when determining
expected losses, the Group takes into account the historical default experience and the financial position of the counterparties, as well as
the future prospects considering various sources of information. The loss allowance has been determined as follows:
Expected loss rate
Gross carrying amount (US$m)
Loss allowance provision (US$m)
Expected loss rate
Gross carrying amount (US$m)
Loss allowance provision (US$m)
Current
0.6%
199.8
1.1
Current
0%
183.0
–
1-3 months
past due
3-6 months
past due
6 + months
past due
Total
2020
2%
23.5
0.5
25%
1.6
0.4
87%
9.4
8.2
234.3
10.2
1-3 months
past due
3-6 months
past due
6 + months
past due
Total
2019
0%
23.9
0.1
8%
2.5
0.2
96%
8.1
7.8
217.5
8.1
152
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information19 Trade and other receivables continued
The movements in the expected loss allowance are analysed as follows:
At 1 January
Currency translation differences
Charged to the income statement
Amounts written off during the year
At 31 December
20 Derivative financial instruments – assets
Derivative financial instruments within non-current and current assets comprise:
Year ended 31 December
Fair value through the income statement:
Forward foreign currency contracts
Interest rate swap contracts
Fair value hedges through the statement of comprehensive income:
Interest rate swap contracts
Amounts shown within non-current assets
Amounts shown within current assets
2020
US$m
8.1
(0.4)
3.1
(0.6)
10.2
2019
US$m
9.6
(0.4)
0.2
(1.3)
8.1
2020
US$m
2019
US$m
4.4
4.6
-
9.0
5.5
3.5
2.9
-
1.3
4.2
3.3
0.9
The fair values of these financial instruments are calculated by discounting the future cash flows to net present values using appropriate
market interest and foreign currency rates prevailing at the year end.
21 Trade and other payables
Year ended 31 December
Amounts falling due within one year:
Trade payables
Amounts owed to joint ventures
Other tax and social security payable
Other payables
Accruals
Contract liabilities
Derivative financial instruments
Employee entitlements (excluding pensions)
Amounts falling due after more than one year:
Other payables
Contract liabilities
Employee entitlements (excluding pensions)
Derivative financial instruments
2020
US$m
2019
US$m
158.5
170.7
12.4
8.0
29.7
32.1
6.5
-
8.5
255.7
16.1
0.6
1.1
0.3
18.1
16.2
5.6
35.8
37.7
5.8
0.3
12.3
284.4
15.0
0.5
1.5
1.2
18.2
Coats Group plc Annual Report and Accounts 2020
153
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationNOTES TO THE FINANCIAL STATEMENTS
CONTINUED
21 Trade and other payables continued
The fair value of trade and other payables is not materially different to the carrying value.
Interest paid to suppliers in respect of overdue trade payables is immaterial.
Contract liabilities amounting to $5.8 million (2019: $6.6 million) which were outstanding at 31 December 2019 were released to revenue
during the year ended 31 December 2020, with the remainder expected to be released in 2021.
22 Derivative financial instruments – liabilities
Derivative financial instruments within non-current and current liabilities comprise:
Year ended 31 December
Fair value through the income statement:
Forward foreign currency contracts
Amounts shown within non-current liabilities
Amounts shown within current liabilities
2020
US$m
2019
US$m
0.3
0.3
0.3
-
1.5
1.5
1.2
0.3
The fair values of these financial instruments are calculated by discounting the future cash flows to net present values using appropriate
market interest and foreign currency rates prevailing at the year end.
23 Borrowings
Year ended 31 December
Bank overdrafts
Borrowings repayable within one year
Due within one year
Borrowings repayable between one and two years
Borrowings repayable between two and five years
Due after more than five years
Due after more than one year
Bank overdrafts
Series A and Series B Senior Notes
Bank and other borrowings
2020
US$m
19.8
3.0
22.8
0.4
129.3
100.0
229.7
19.8
230.4
2.3
252.5
2019
US$m
41.5
2.3
43.8
0.3
183.2
100.0
283.5
41.5
225.0
60.8
327.3
On 6 December 2017 the Group issued $125.0 million of 3.88% Series A Senior Notes due 6 December 2024 and $100.0 million of
4.07% Series B Senior Notes due 6 December 2027 in a US private placement. Interest is payable semi-annually in arrears on 6 June and
6 December of each year beginning on 6 June 2018. The Senior Notes are unsecured and rank equally with all the Group’s other unsecured
and unsubordinated indebtedness.
On 6 December 2017 the Group also entered into a $350.0 million five year bank facility. The facility bears interest at LIBOR plus a margin.
Series A and Series B Senior Notes at 31 December 2020 of $230.4 million includes a fair value adjustment to the nominal amount
outstanding of $5.4 million, for which the Group has interest rate swaps which are accounted for as fair value hedges.
The currency and interest rate profile of the Group’s borrowings is included in note 34 on page 170.
154
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information24 Deferred tax liabilities
At 1 January
Currency translation differences
Acquisition/disposal of subsidiaries
Reclassified from deferred tax assets
Transfer to current tax
Credited to the income statement
Credited to other comprehensive income and expense
At 31 December
2020
US$m
8.2
0.4
–
5.2
–
(4.8)
–
9.0
2019
US$m
10.5
(0.2)
(0.3)
2.8
3.4
(1.2)
(6.8)
8.2
The Group’s net deferred tax liabilities/(assets) are analysed as follows:
Accelerated tax depreciation on tangible fixed assets
Other temporary differences
Revenue losses carried forward
Capital losses carried forward
Investment in subsidiaries
Brands
Retirement benefit obligations offset against brands
Retirement benefit obligations
2020
2019
Provided/
(recognised)
US$m
Unprovided/
(unrecognised)
US$m
Provided/
(recognised)
US$m
Unprovided/
(unrecognised)
US$m
16.0
(12.0)
(13.6)
–
3.3
45.5
(45.5)
(7.4)
(13.7)
(12.6)
(9.2)
(330.8)
(290.3)
4.3
–
–
15.3
(623.3)
14.4
(9.0)
(13.8)
–
7.5
40.7
(40.7)
(7.1)
(8.0)
(10.2)
3.7
(303.7)
(254.1)
5.7
–
–
(3.5)
(562.1)
Certain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balances (after offset) for
financial reporting purposes:
Deferred tax assets (note 17)
Deferred tax liabilities
(22.7)
9.0
(13.7)
(16.2)
8.2
(8.0)
During the year ended 31 December 2020, the Group performed a detailed recoverability review of its recognised deferred tax assets,
given the heightened economic uncertainty arising due to the impact of Covid. This review resulted in a $1.9 million write-off of deferred
tax assets which are no longer expected to be realised based on future expected taxable profits due to Covid impacts. The remaining
deferred tax assets of $22.7 million as at 31 December 2020 are deemed to be wholly recoverable.
At the year end, the Group had approximately $1.6 billion (2019: $1.5 billion) of unused gross income tax losses and approximately
$1.5 billion (2019: $1.4 billion) of unused gross capital losses available for offset against future profits. A deferred tax asset of $13.6 million
(2019: $13.8 million) has been recognised in respect of $56.7 million (2019: $50.5 million) of such income tax losses. No deferred tax asset
has been recognised in respect of the remaining losses due to lack of certainty regarding the availability of future taxable income. Such
losses are only recognised in the financial statements to the extent that it is considered more likely than not that sufficient future taxable
profits will be available for offset.
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CONTINUED
24 Deferred tax liabilities continued
The Group’s income tax losses can be analysed as follows:
Expiring within 5 years
Expiring in more than 5 years
Available indefinitely
2020
US$m
41.8
13.9
2019
US$m
33.0
15.5
1,530.9
1,586.6
1,481.4
1,529.9
At 31 December 2020, the aggregate amount of temporary differences associated with undistributed earnings of subsidiaries for which
deferred tax liabilities have not been recognised is $4.3 million (2019: $5.7 million). Deferred tax on distribution of these profits has not
been provided on the grounds that the Group is able to control the timing of the reversal of the remaining temporary differences and
it is probable that they will not reverse in the foreseeable future.
25 Provisions
Year ended 31 December
Provisions are included as follows:
Current liabilities
Non-current liabilities
Provisions are analysed as follows:
Year ended 31 December
Property related provisions
Other provisions
At 1 January 2020
Currency translation differences
Utilised in year
(Credited)/charged to the income statement
At 31 December 2020
2020
US$m
2019
US$m
8.2
27.9
36.1
2020
US$m
2.2
33.9
36.1
Property
related
provisions
US$m
Other
provisions
US$m
2.2
0.3
(0.1)
(0.2)
2.2
41.3
(0.6)
(9.4)
2.6
33.9
12.8
30.7
43.5
2019
US$m
2.2
41.3
43.5
Total
US$m
43.5
(0.3)
(9.5)
2.4
36.1
Other provisions include the amounts set aside to cover certain legal and other regulatory claims, including in respect of the Lower Passaic
River (see note 28 for further details), which are expected to be substantially utilised within the next ten years.
26 Share capital
Year ended 31 December
Ordinary Shares of 5p each
2020
2019
Number
US$m
Number
1,452,077,272
90.1 1,444,816,041
US$m
89.6
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During the year ended 31 December 2020 the Company issued 7,261,231 ordinary shares of 5p each (2019: 17,324,009) following the
exercise of share options as set out below:
At 1 January 2020
Issue of ordinary shares
At 31 December 2020
Number
of shares
1,444,816,041
7,261,231
1,452,077,272
US$m
89.6
0.5
90.1
The own shares reserve of $3.2 million at 31 December 2020 (2019: $5.7 million) represents the cost of shares in Coats Group plc
purchased in the market and held by an Employee Benefit Trust to satisfy awards under the Group’s share based incentive plans.
The number of shares held by the Employee Benefit Trust at 31 December 2020 was 7,010,248 (2019: 14,591,071).
During the year ended 31 December 2020 nil (2019: 524,745) options under the Group’s 2002 share option scheme were exercised
and nil (2019: 64,960) options lapsed.
Details of share awards outstanding under the Group’s LTIP and Deferred Bonus Plans are set out in note 35.
27 Reserves and non-controlling interests
At 1 January 2020
Dividends
Currency translation differences
Net change in fair value of cash flow hedges
Actuarial losses on employee benefits
Tax on actuarial gains and losses
Issue of ordinary shares
Movement in own shares
Share based payments
Profit for the year
At 31 December 2020
Share
premium
account
US$m
Own
shares
US$m
Translation
reserve
US$m
Capital
reduction
reserve
US$m
Other
reserves
US$m
Retained
loss
US$m
10.5
(5.7)
(75.9)
59.8
248.7
(5.9)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2.5
–
–
–
(13.3)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(2.4)
–
–
–
–
–
–
–
–
–
(39.7)
0.1
(0.5)
(5.8)
1.6
26.4
10.5
(3.2)
(89.2)
59.8
246.3
(23.8)
Non-
controlling
interests
US$m
30.4
(17.8)
–
–
–
–
–
–
–
15.8
28.4
The table below shows financial information of non-wholly owned subsidiaries of the Group that have non-controlling interests:
EMEA
Asia & Rest of World
Profit allocated to
non-controlling interests
Accumulated
non-controlling interests
Year ended
31 December
2020
US$m
Year ended
31 December
2019
US$m
31 December
2020
US$m
31 December
2019
US$m
–
15.8
15.8
0.1
20.0
20.1
1.5
26.9
28.4
2.0
28.4
30.4
The proportion of ownership interests and voting rights of non-wholly owned subsidiaries of the Group held by non-controlling interests
is set out on pages 185 to 194.
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NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
28 Contingent liabilities and environmental matters
Environmental matters
As noted in previous reports, the US Environmental Protection Agency (‘EPA’) has notified Coats & Clark, Inc. (‘CC’) that CC is a ‘potentially
responsible party’ (‘PRP’) under the US Superfund law for investigation and remediation costs at the 17-mile Lower Passaic River Study Area
(‘LPR’) in New Jersey in respect of alleged operations of a predecessor’s former facilities in that area prior to 1950. Over 100 PRPs have been
identified by EPA. Approximately 50 PRPs are currently members of a cooperating parties group (‘CPG’) of companies, formed to fund and
conduct a remedial investigation and feasibility study of the area. CC joined the CPG in 2011.
CC has analysed its predecessor’s operating history prior to 1950, when it left the LPR, and has concluded that it was not responsible for
the contaminants and environmental damage that are the primary focus of the EPA process. CC also believes that there are many parties
that will participate in the LPR’s remediation, including those that are the most responsible for its contamination.
In March 2016, EPA issued a Record of Decision selecting a remedy for the lower 8 miles of the LPR at an estimated cost of $1.38 billion on
a net present value basis. The EPA’s Record of Decision did not include a remedial decision for the upper 9 miles of the LPR. The EPA may
consider a remedial alternative proposed by the CPG for the upper 9 miles, or it may select a different remedy. Discussions with EPA
regarding the nature and timing of such a decision are ongoing.
EPA has entered into an administrative order on consent (‘AOC’) with Occidental Chemical Corporation (‘OCC’), which has been identified
as being responsible for the most significant contamination in the river, concerning the design of the selected remedy for the lower 8 miles
of the LPR. Maxus Energy Corporation (‘Maxus’), which provided an indemnity to OCC that covered the LPR, has been granted Chapter 11
bankruptcy protection, but OCC remains responsible for its remedial obligations even in the absence of Maxus’ indemnity. The approved
bankruptcy plan also created a liquidating trust to pursue potential claims against Maxus’ parent entity, YPF SA, and potentially others,
which could result in additional funding for the LPR remedy. While the ultimate costs of the remedial design and the final remedy are
expected to be shared among hundreds of parties, including many who are not currently in the CPG, the final allocation of remedial costs
among those parties has not yet been determined.
In March 2017, EPA notified 20 parties not associated with the disposal or release of any contaminants of concern as being eligible for
early cash out settlements. As expected, EPA did not identify CC as one of the 20 parties. EPA invited approximately 80 other parties,
including CC, to participate in an allocation process to determine their respective allocation shares and potential eligibility for future cash
out settlements. In the allocation, CC presented factual and scientific evidence that it is not responsible for the discharge of dioxins, furans
or PCBs – the contaminants that are driving the remediation of the LPR – and that it is a de minimis or even smaller de micromis party. The
confidential allocation process concluded in December 2020. CC continues to believe that it is a de minimis or even smaller de micromis
party.
On 30 June 2018, OCC filed a lawsuit against approximately 120 defendants, including CC, seeking recovery of past environmental costs
and contribution toward future environmental costs. OCC released claims for certain past costs from 41 of the defendants, including CC,
and is not seeking recovery of those past costs from CC. OCC’s lawsuit seeks resolution of many of the same issues being addressed in
the EPA sponsored allocation process, and does not alter CC’s defences or CC’s continued belief that it is a de minimis or even smaller
de micromis party in an settlement or court ruling allocating remedial costs.
In 2015, a provision of $9.0 million was recorded for remediation costs for the entire 17 miles of the LPR. This provision was based on
CC’s estimated share of de minimis costs for EPA’s selected remedy for the lower 8 miles of the LPR and the remedy proposed by the
CPG for the upper 9 miles. A separate provision of $6.8 million was recorded for associated legal and professional costs in defence of CC’s
position. Both of these charges to the income statement were net of insurance reimbursements and were stated on a net present value
basis. During the year ended 31 December 2018, an additional provision of $8.0 million was recorded as an exceptional item to cover
legal and professional fees. The Group will continue to mitigate additional costs as far as possible through insurance and other avenues.
As at 31 December 2020, $12.0 million of this provision had been utilised. The remaining provision at 31 December 2020, taking into
account insurance reimbursement, was $12.6 million (2019: $14.6 million). The process concerning the LPR continues to evolve and these
estimates are subject to change based upon legal defence costs associated with the EPA sponsored allocation and OCC’s lawsuit, the scope
of the remedy selected by EPA for the upper nine miles, the share of remedial costs to be paid by the major polluters on the river, and the
share of remaining remedial costs apportioned among CC and other companies.
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Coats believes that CC’s predecessor did not generate any of the contaminants which are driving the current and anticipated remedial
actions in the LPR, that it has valid legal defences which are based on its own analysis of the relevant facts, that it is a de minimis or even
smaller de micromis party, and that additional parties not currently in the CPG will be responsible for a significant share of the ultimate
costs of remediation. However, as this matter evolves, additional provisions could be recorded and such provisions could increase materially
based on further decisions by EPA, negotiations among the parties, and other future events.
Following the sale of the North America Crafts business, including CC, announced on 22 January 2019, Coats North America Consolidated
Inc. (the seller) retains the control and responsibility for the eventual outcome of the ongoing LPR environmental matters, including the
rights to the related insurance reimbursements.
29 Capital commitments
As at 31 December 2020, the Group had commitments of $3.7 million in respect of contracts placed for future capital expenditure (2019:
$5.8 million).
30 Notes to the consolidated cash flow statement
a) Reconciliation of operating profit to cash generated from operations
Year ended 31 December
Operating profit
Depreciation of owned property, plant and equipment
Depreciation of right-of-use assets
Amortisation of intangible assets
Decrease in inventories
Decrease/(increase) in debtors
Decrease in creditors
Provision and pension movements
Foreign exchange and other non-cash movements
Discontinued operations
Cash generated from operations
b) Taxation paid
Year ended 31 December
Overseas tax paid
c) Investment income
Year ended 31 December
Dividends received from joint ventures
2020
US$m
103.1
30.5
18.3
7.2
4.9
1.1
(28.7)
(14.0)
5.7
(0.1)
2019
US$m
191.0
29.9
15.2
8.0
10.4
(6.5)
(13.8)
(33.5)
4.4
0.3
128.0
205.4
2020
US$m
(46.3)
(46.3)
2020
US$m
0.9
0.9
2019
US$m
(46.3)
(46.3)
2019
US$m
0.3
0.3
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CONTINUED
30 Notes to the consolidated cash flow statement continued
d) Capital expenditure and financial investment
Year ended 31 December
Acquisition of property, plant and equipment and intangible assets
Acquisition of other equity investments
Disposal of property, plant and equipment
Discontinued operations
e) Acquisitions and disposals of businesses
Year ended 31 December
Acquisition of businesses
Disposal of businesses
f) Summary of net debt
Year ended 31 December
Total cash and cash equivalents
Bank overdrafts
Net cash and cash equivalents
Other borrowings (see note 23)
Net debt excluding lease liabilities
Lease liabilities (see note 15)
Total net debt
Total net debt is presented in the consolidated statement of financial position as follows:
Year ended 31 December
Current assets:
Cash and cash equivalents
Current liabilities:
Bank overdrafts and other borrowings
Lease liabilities
Non-current liabilities:
Borrowings
Lease liabilities
Total net debt
2020
US$m
(15.4)
0.1
3.0
–
2019
US$m
(44.3)
0.4
4.3
0.5
(12.3)
(39.1)
2020
US$m
(36.9)
–
(36.9)
2020
US$m
71.9
(19.8)
52.1
(232.7)
(180.6)
(66.0)
(246.6)
2019
US$m
(4.9)
30.7
25.8
2019
US$m
177.4
(41.5)
135.9
(285.8)
(149.9)
(65.0)
(214.9)
2020
US$m
2019
US$m
71.9
177.4
(22.8)
(16.4)
(43.8)
(14.1)
(229.7)
(49.6)
(246.6)
(283.5)
(50.9)
(214.9)
For financial covenant purposes, the Group’s leverage is calculated on the basis of net debt without IFRS 16 lease liabilities and at the
Coats Group Finance Company Limited level. Net debt excluding IFRS 16 lease liabilities at the Coats Group Finance Company Limited level
at 31 December 2020 for covenant purposes was $177.0 million (31 December 2019: $152.6 million).
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Total net debt of $246.6 million (2019: $214.9 million) comprises of borrowings of $232.7 million (2019: $285.8 million), net cash and
cash equivalents of $52.1 million (2019: $135.9 million) and lease liabilities of $66.0 million (2019: $65.0 million). Movements in total net
debt during the year included the net cash repayments of borrowings of $58.7 million (2019: $52.3 million), decrease in net cash and cash
equivalents of $81.9 million (2019: $20.0 million increase), increase in lease liabilities of $0.3 million (2019: $64.5 million), movement in fair
value hedges of $5.4m (2019: $nil), foreign exchange losses of $2.1 million (2019: $0.7 million gain) and other non-cash movements of
$0.7 million (2019: $0.7 million).
31 Acquisitions
On 26 November 2019 the Group announced a binding agreement to acquire the trade and assets of Pharr High Performance Yarns
(“Pharr HP”), a market leading manufacturer of high performance engineered yarns, based in McAdenville, North Carolina, US. Pharr HP
specialises in providing technical yarn solutions to the markets of Industrial Thermal Protection, Defence and Fire Service industries. Its
manufacturing capabilities and customer base provide the Group with further expertise within Personal Protection, a key end-use market in
the Performance Materials operating segment. Other parts of Pharr, such as the carpet yarns and speciality flooring products business were
not included as part of the acquisition. The acquisition was completed on 10 February 2020.
The initial consideration transferred on the acquisition date to acquire the Pharr HP business was $37 million. An adjustment to the
consideration of $0.1 million was received in June 2020 following finalisation of certain completion consideration adjustments based on
the amount of net working capital at the acquisition date.
Fair values of the identifiable assets and liabilities of Pharr HP as at the date of acquisition were as follows:
Assets:
Intangible assets
Property, plant and equipment
Right-of-use assets
Inventories
Trade and other receivables
Liabilities:
Trade and other payables
Lease liabilities
Total identifiable net assets acquired at fair value
Goodwill recognised on acquisition
Total consideration paid
Fair value
recognised
US$m
0.6
3.9
3.7
23.7
14.3
46.2
(5.9)
(3.7)
36.6
0.3
36.9
In accounting for the acquisition, adjustments are made to the book values of the net assets of the business acquired to reflect the fair
values to the Group. Previously unrecognised assets and liabilities at acquisition are included and accounting policies are aligned with those
of the Group where appropriate. The assessment of the fair value of assets and liabilities acquired was completed during the year ended
31 December 2020 within 12 months of the acquisition date.
Due to their contractual dates, the fair value of receivables acquired (shown above) approximate to the gross contractual amounts
receivable. The amount of gross contractual receivables not expected to be recovered is immaterial. There are no material contingent
liabilities recognised in the amounts above in accordance with paragraph 23 of IFRS 3 (revised).
The excess of the fair value of the consideration paid over the fair value of the assets and liabilities acquired is represented by trade names
of $0.6 million with residual goodwill arising of $0.3 million. Goodwill arising from the acquisition of Pharr HP has been allocated to the
single cash generating unit of North America.
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CONTINUED
31 Acquisitions continued
The goodwill represents:
• the technical expertise of the acquired workforce;
• the opportunity to leverage this expertise across the Group; and
• the ability to exploit the Group’s existing customer base.
None of the goodwill arising on the acquisition is expected to be deductible for tax purposes.
Pharr HP revenues of $66.8 million and loss before tax of $0.7 million from the date of acquisition to 31 December 2020 has been included
in the results from the continuing operations of the Group. If the acquisition had taken place at the beginning of the year, revenue would
have been $79.0 million and the loss before tax would have been $0.5 million based on unaudited management accounts for the six
months ended 31 December 2020.
Transaction costs relating to the acquisition of $0.9 million were expensed and included in administrative expenses in the condensed
consolidated income statement for the year ended 31 December 2019.
The total cash outflow in the year ended 31 December 2020 relating to the acquisition of Pharr HP was $37.3 million representing the
consideration paid of $36.9 million and transaction costs paid of $0.4 million.
32 Discontinued operations and assets and liabilities held for sale
a) Discontinued operations
The results of the discontinued operations are presented below. Unless stated, all amounts relate to the North America Crafts business
which was sold on 20 February 2019:
Year ended 31 December
Revenue
Cost of sales
Gross profit
Distribution costs
Administrative expenses
Other operating income
Operating loss and loss before taxation
Tax on loss
Profit from discontinued operations
Exceptional loss on disposal of North America Crafts
Exceptional profit on disposal of legacy UK Crafts property
Total loss from discontinued operations
2020
US$m
–
–
–
–
–
–
–
–
–
–
–
–
2019
US$m
14.8
(10.4)
4.4
(3.7)
(2.4)
1.6
(0.1)
0.2
0.1
(1.1)
0.5
(0.5)
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The loss per ordinary share from discontinued operations is as follows:
Year ended 31 December
Loss per ordinary share from discontinued operations:
Basic loss per ordinary share
Diluted loss per ordinary share
The table below sets out the cash flows from discontinued operations:
Year ended 31 December
Net cash (outflow)/inflow from operating activities
Net cash inflow from investing activities
Net cash flows from discontinued operations
2020
Cents
2019
Cents
–
–
(0.03)
(0.03)
2020
US$m
(0.1)
–
(0.1)
2019
US$m
0.3
0.5
0.8
Following the sale of the North America Crafts business, Coats North America Consolidated Inc. (the seller) retains the control and
responsibility for the eventual outcome of the ongoing LPR environmental matters (see note 28).
b) Assets and liabilities held for sale
There were no non-current assets held for sale at 31 December 2020 (2019: property, plant and equipment of $1.5 million).
33 Related party transactions
Remuneration of key management personnel
The Group Executive Team are deemed to be the key management personnel of the Group. The remuneration of the Group Executive
Team, is set out below in aggregate for each of the categories specified in IAS 24 – Related Party Disclosures. Further information regarding
the remuneration of individual directors is provided on pages 79 to 95 in the audited part of the Directors’ Remuneration Report.
Year ended 31 December
Short-term employee benefits
Share based payments
2020
US$m
6.0
0.7
6.7
2019
US$m
8.6
2.8
11.4
Trading transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not
disclosed in this note. Transactions between the Group and its joint ventures are disclosed below.
During the year, Group companies entered into the following transactions with related parties who are not members of the Group:
Joint ventures
Sale of goods
Purchase of goods
2020
US$m
5.9
2019
US$m
3.8
2020
US$m
45.7
2019
US$m
55.1
Amounts owing by/(to) joint ventures at the year end are disclosed in notes 19 and 21. All transactions with joint ventures are
at an arm’s length and payment terms are consistent with normal trading terms with third parties.
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CONTINUED
34 Derivatives and other financial instruments
The Group’s main financial instruments comprise:
Financial assets:
• cash and cash equivalents;
• trade and other receivables that arise directly from the Group’s operations; and
• derivatives, including forward foreign currency contracts and interest rate swaps.
Financial liabilities:
• trade, other payables and certain provisions that arise directly from the Group’s operations;
• bank borrowings and overdrafts; and
• derivatives, including forward foreign currency contracts and interest rate swaps.
Financial assets
The Group’s financial assets are summarised below:
Year ended 31 December
Financial assets carried at amortised cost (loans and receivables):
Cash and cash equivalents
Trade receivables (note 19)
Other receivables (note 19), net of non-financial assets $23.0 million (2019: $22.1 million)
Financial assets carried at fair value through the income statement:
Derivative financial instruments (note 20)
Other financial assets carried at fair value through the statement of comprehensive income:
Other investments (note 16)
Derivative financial instruments (note 20)
2020
US$m
2019
US$m
71.9
224.1
24.5
320.5
9.0
9.0
6.1
-
6.1
177.4
209.4
31.7
418.5
2.9
2.9
6.2
1.3
7.5
Total financial assets
335.6
428.9
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information34 Derivatives and other financial instruments continued
Financial liabilities
The Group’s financial liabilities are summarised below:
Year ended 31 December
Financial liabilities carried at amortised cost:
Trade payables (note 21)
Amounts owed to joint ventures (note 21)
Other financial liabilities
Provisions (note 25)
Lease liabilities (note 15)
Borrowings (note 23)
Financial liabilities carried at fair value through the income statement:
Borrowings (note 23)
Derivative financial instruments (note 22)
Total financial liabilities
Other financial liabilities include other payables, other than taxation and other statutory liabilities.
Fair value of financial assets and liabilities
The fair value of the Group’s financial assets and liabilities is summarised below:
2020
US$m
2019
US$m
158.5
170.7
12.4
78.3
2.2
66.0
182.1
499.5
70.4
0.3
70.7
570.2
16.2
93.6
2.2
65.0
327.3
675.0
-
1.5
1.5
676.5
Year ended 31 December
Primary financial instruments:
Cash and cash equivalents
Trade receivables
Other receivables
Other investments
Trade payables
Amounts owed to joint ventures
Other financial liabilities and provisions
Borrowings
Derivative financial instruments:
Forward foreign currency contracts
Interest rate swaps
Net financial liabilities
2020
Book
value
US$m
71.9
224.1
24.5
6.1
Fair
value
US$m
71.9
224.1
24.5
6.1
2019
Book
value
US$m
177.4
209.4
31.7
6.2
Fair
value
US$m
177.4
209.4
31.7
6.2
(158.5)
(158.5)
(170.7)
(170.7)
(12.4)
(80.5)
(12.4)
(80.5)
(16.2)
(95.8)
(16.2)
(95.8)
(252.5)
(252.5)
(327.3)
(327.3)
4.1
4.6
4.1
4.6
1.4
1.3
1.4
1.3
(168.6)
(168.6)
(182.6)
(182.6)
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CONTINUED
34 Derivatives and other financial instruments continued
Market values have been used as proxies for the fair value of all listed investments. Unlisted investments are stated at fair value. For floating
rate financial assets and liabilities, and for fixed rate financial assets and liabilities with a maturity of less than 12 months, it has been assumed
that fair values are approximately the same as book values. Fair values for forward foreign currency contracts have been estimated using
applicable forward exchange rates at the year end. All other fair values have been calculated by discounting expected cash flows at
prevailing interest rates.
Fair value measurements recognised in the statement of financial position
The following tables provide an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped
into Levels 1 to 3 based on the degree to which the fair value is observable:
• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
• Level 3 fair value measurements are those derived from valuation techniques which include inputs for the asset or liability that are not
observable market data (unobservable inputs).
Financial assets measured at fair value
Year ended 31 December
2020
Financial assets measured at fair value through the income statement:
Trading derivatives
Derivatives designated as effective hedging instruments
Financial assets measured at fair value through the statement
of comprehensive income:
Other investments
2019
Total
US$m
Level 1
US$m
Level 2
US$m
Level 3
US$m
4.4
4.6
6.1
15.1
-
-
1.1
1.1
4.4
4.6
-
9.0
-
-
5.0
5.0
Financial assets measured at fair value through the income statement:
Trading derivatives
2.9
–
2.9
–
Financial assets measured at fair value through the statement
of comprehensive income:
Other investments
Derivatives designated as effective hedging instruments
6.2
1.3
10.4
1.2
–
1.2
–
1.3
4.2
5.0
–
5.0
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34 Derivatives and other financial instruments continued
Financial liabilities measured at fair value
Year ended 31 December
2020
Financial liabilities measured at fair value through the income statement:
Trading derivatives
Borrowings
2019
Financial liabilities measured at fair value through the income statement:
Trading derivatives
Total
US$m
Level 1
US$m
Level 2
US$m
Level 3
US$m
(0.3)
(70.4)
(70.7)
(1.5)
(1.5)
-
-
-
–
–
(0.3)
(70.4)
(70.7)
(1.5)
(1.5)
-
-
-
–
–
Level 1 financial instruments are valued based on quoted bid prices in an active market. Level 2 financial instruments are measured by
discounted cash flow. For interest rates swaps future cash flows are estimated based on forward interest rates (from observable yield curves
at the end of the reporting period) and contract interest rates, discounted at a rate that reflects the credit risk of the various counterparties.
For foreign exchange contracts future cash flows are estimated based on forward exchange rates (from observable forward exchange rates
at the end of the reporting period) and contract forward rates, discounted at a rate that reflects the credit risk of the various counterparties.
Equity instruments that are classified as level 3 financial instruments relate to the Group’s investment in Twine Solutions Limited. Given the
business is at start-up phase and there have been no indications of impairment, the carrying value is deemed to approximate to fair value.
The main risks arising from the Group’s financial instruments are as follows:
• currency risk;
• interest rate risk;
• capital risk;
• market price risk;
• liquidity risk; and
• credit risk.
The Group’s policies for managing those risks are described on pages 167 to 174 and, except as noted, have remained unchanged
since the beginning of the year to which these financial statements relate.
Currency risk
The income and capital value of the Group’s financial instruments can be affected by exchange rate movements as a significant portion
of both its financial assets and financial liabilities are denominated in currencies other than US Dollars, which is the Group’s presentational
currency. The accounting impact of these exposures will vary according to whether or not the Group company holding such financial assets
and liabilities reports in the currency in which they are denominated.
The Board recognises that the Group’s US Dollar statement of financial position will be affected by short-term movements in exchange
rates, particularly the value of Sterling, Euro, Indian Rupee and Brazilian Real. The Group’s investments reflect the requirements of its
customers, which results in investments in potentially more volatile developing market currencies. However, as a diverse global business,
there are many natural offsets within the Group that tend to mitigate the risk associated with any individual currency volatility.
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34 Derivatives and other financial instruments continued
The Group uses forward foreign currency contracts to mitigate the currency exposure that arises on business transacted by group
companies in currencies other than their functional currency. Such foreign currency contracts are only entered into when there is a
commitment to the underlying transaction. The contracts used to hedge future transactions typically have a maturity of between three
months and one year.
Interest rate risk
In 2020, the Group financed its operations through shareholders’ funds, bank borrowings, Senior Notes and overdrafts. The Group’s
trading subsidiaries use a mixture of fixed and floating rate debt. The Group also has access to committed bank facilities amounting to some
$350.0 million, of which $nil had been drawn down at year end and $225.0 million of Senior Notes (see note 23).
Interest rate risk is managed by maintaining an appropriate mix between fixed and floating rate borrowings using interest rate swap
contracts. Interest rate swaps are accounted for as fair value or cash flow hedges, depending on initial designation. Hedging activities are
evaluated regularly to align with interest rate views and risk appetite. In order to achieve hedge effectiveness, when entering into interest
rate swap contracts, the cash flows, interest rate references and maturity of the underlying exposure of the hedged item are considered
so as to match the hedging instrument. The ratio of fixed to floating rate hedging is established according to Group policy which prescribes
a banded range for the fixed to floating ratio. The ratio of fixed to floating will decrease over a rolling 5-year period.
As at 31 December 2020 the Group has fixed to variable interest rate swap contracts designated as fair value hedges against $65.0 million
of fixed interest Senior Notes. The fair value of these hedges as at 31 December 2020 was $4.6 million (see note 20) and borrowings
includes a corresponding fair value adjustment to the nominal amount outstanding in the Consolidated Statement of Financial Position.
The Group’s interest income does not vary significantly from the returns it would generate through investing surplus cash at floating rates
of interest since the interest rates are re-set on a regular basis.
A reasonably possible change of one per cent in market interest rates would reduce profit before tax by approximately $2.2 million (2019:
$0.7 million), and would reduce shareholders’ funds by approximately $2.2 million (2019: $3.5 million).
Trade and other receivables and trade and other payables are excluded from the following disclosure (other than the currency disclosures)
as there is limited interest rate risk.
Capital risk management
The Group manages its capital so as to ensure that the Company and the Group will be able to continue as a going concern.
The Group’s capital structure comprises cash and cash equivalents and borrowings (see Summary of net debt on page 160), and share
capital and reserves attributable to the equity shareholders of the Company.
Currency exposure
The table below shows the extent to which Group companies have financial assets and liabilities, excluding forward foreign currency
contracts, in currencies other than their functional currency. Foreign exchange differences arising on retranslation of these assets and
liabilities are taken to the Group income statement. The table excludes loans between Group companies that form part of the net
investment in overseas subsidiaries on which the exchange differences are dealt with through reserves, but includes other Group
balances that eliminate on consolidation.
Functional currency 2020
Sterling
United States dollars
Euros
Indian Rupees
Brazilian Reals
Other currencies
Net foreign currency financial assets/(liabilities)
Sterling
US$m
US dollars
US$m
Euro
US$m
Indian
Rupees
US$m
Brazilian
Reals
US$m
-
(0.1)
0.6
-
-
(0.1)
0.4
4.1
-
0.9
(2.7)
0.6
(10.1)
(7.2)
(2.4)
(8.9)
-
(0.8)
-
9.7
(2.4)
-
-
-
-
-
0.3
0.3
-
-
-
-
-
-
-
Other
US$m
0.6
(4.5)
(0.5)
-
-
-
Total
US$m
2.3
(13.5)
1.0
(3.5)
0.6
(0.2)
(4.4)
(13.3)
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Functional currency 2019
Sterling
United States dollars
Euros
Indian Rupees
Brazilian Reals
Other currencies
Net foreign currency financial assets/(liabilities)
Sterling
US$m
US dollars
US$m
–
(21.9)
0.9
–
–
–
(21.0)
0.4
–
1.6
1.8
(2.5)
(10.1)
(8.8)
Euro
US$m
1.4
(1.3)
–
(0.5)
–
5.8
5.4
Indian
Rupees
US$m
Brazilian
Reals
US$m
–
–
0.1
–
–
0.7
0.8
–
–
–
–
–
–
–
Other
US$m
1.9
(7.9)
(0.5)
–
–
–
(6.5)
Total
US$m
3.7
(31.1)
2.1
1.3
(2.5)
(3.6)
(30.1)
The following table shows the impact on pre-tax profit and shareholders’ funds of reasonably possible changes in exchange rates against
each of the major foreign currencies in which the Group transacts:
2020
Increase in US dollar exchange rate
(Decrease)/increase in profit before tax
(Decrease)/increase in shareholders’ funds
2019
Increase in US dollar exchange rate
(Decrease)/increase in profit before tax
(Decrease)/increase in shareholders’ funds
Currency profile of financial assets
The currency profile of the Group’s financial assets was as follows:
2020
Sterling
US$m
10%
(2.0)
(6.3)
Sterling
US$m
10%
(3.7)
(7.6)
Euro
US$m
10%
(1.0)
(2.1)
Euro
US$m
10%
(0.3)
1.5
Indian
Rupees
US$m
10%
0.3
4.2
Indian
Rupees
US$m
10%
(0.2)
4.1
Brazilian
Reals
US$m
10%
(0.1)
1.5
Brazilian
Reals
US$m
10%
0.2
1.8
Cash and
cash
equivalents
US$m
2019
Trade and
other
receivables
US$m
Derivative
financial
instruments
US$m
Total
US$m
Cash and
cash
equivalents
US$m
Trade and
other
receivables
US$m
Derivative
financial
instruments
US$m
Investments
US$m
Total
US$m
Investments
US$m
31 December
Currency:
Sterling
United States
dollars
Euros
Indian Rupees
Brazilian Reals
Other currencies
Total financial
assets
-
5.0
0.1
1.0
-
-
0.1
5.3
104.5
109.9
40.0
111.1
(106.8)
1.7
8.0
2.6
19.5
21.7
22.2
13.2
75.1
49.3
23.5
32.8
11.9
-
1.6
(3.9)
13.6
108.2
–
5.0
0.1
1.1
–
–
0.6
7.3
60.5
68.4
114.1
5.7
18.1
1.8
37.1
90.1
23.0
24.3
22.2
74.2
(110.3)
(2.9)
14.3
(1.2)
43.8
98.9
25.9
57.8
22.8
155.1
6.1
71.9
248.6
9.0
335.6
6.2
177.4
241.1
4.2
428.9
The investments included above comprise listed and unlisted investments in shares and bonds.
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34 Derivatives and other financial instruments continued
Currency and interest rate profile of financial liabilities
The currency and interest rate profile of the Group’s financial liabilities was as follows:
2020
2019
Floating
rate
US$m
Fixed
rate
US$m
Interest
free
US$m
Lease
liabilities
US$m
Derivative
financial
instruments
US$m
Total
US$m
Floating
rate
US$m
Fixed
rate
US$m
Interest
free
US$m
Lease
liabilities
US$m
Derivative
financial
instruments
US$m
Total
US$m
31 December
Currency:
Sterling
Euros
Indian Rupees
Brazilian Reals
Other currencies
Total financial
liabilities
United States dollars
82.3
160.0
100.4
0.2
-
11.4
6.6
-
-
-
-
-
-
3.5
12.9
37.8
11.7
77.1
5.1
13.1
2.5
13.3
0.1
31.9
(9.6)
7.1
1.3
–
10.8
(9.8) 346.0
95.2
220.0
126.7
20.0
-
4.1
42.0
51.1
15.9
5.5
–
–
–
–
–
(4.4) 108.1
2.7
2.6
12.5
38.4
12.6
81.7
5.4
11.2
3.2
16.0
10.6
28.6
(35.3)
(17.8)
9.2
462.3
19.7
–
7.1
0.8
40.9
54.4
20.3
116.4
89.1
163.5
251.3
66.0
0.3
570.2
104.7
222.6
282.7
65.0
1.5
676.5
The benchmark for determining floating rate liabilities in the UK is LIBOR for both sterling and US$ amounts.
Details of fixed and non interest-bearing liabilities (excluding derivatives and trade and other payables) are provided below:
2020
2019
Financial
liabilities
on which
no interest
is paid
Weighted
average
period until
maturity
(months)
Weighted
average
period for
which rate
is fixed
(months)
-
70
10
69
18
-
-
18
Fixed rate
financial
liabilities
Weighted
average
interest
rate
%
-
4.00
16.74
4.27
Fixed rate
financial
liabilities
Weighted
average
interest
rate
%
–
3.61
11.58
3.70
Weighted
average
period for
which rate
is fixed
(months)
–
61
12
60
Financial
liabilities
on which
no interest
is paid
Weighted
average
period until
maturity
(months)
18
–
–
18
Year ended 31 December
Currency:
Sterling
United States dollars
Other currencies
Weighted average
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Currency profile of foreign exchange derivatives
Year ended 31 December
Currency:
Sterling
United States dollars
Euros
Indian Rupee
Brazilian Real
Other currencies
Assets
Liabilities
2020
US$m
2019
US$m
2020
US$m
2019
US$m
114.1
32.1
-
1.6
-
25.5
173.3
97.8
42.7
–
14.3
–
57.0
211.8
-
(133.8)
(20.0)
-
(7.9)
(7.5)
(1.9)
(163.5)
(22.7)
–
(8.3)
(14.0)
(169.2)
(210.4)
Market price risk
The Group has equity and bond investments at 31 December 2020 of $6.1 million (2019: $6.2 million) held for strategic rather than trading
purposes. The Group does not actively trade these investments and is not materially exposed to price risk.
The sensitivity analyses below have been determined based on the exposure to reasonably possible price changes for the investments held
at the year end.
Year ended 31 December
Impact of a 10% increase in prices:
Increase in pre-tax profit for the year
Increase in equity shareholders’ funds
2020
US$m
2019
US$m
-
0.6
–
0.6
Liquidity risk
The Group typically holds cash balances in deposits with a short maturity. Additional resources can be drawn through committed borrowing
facilities at operating subsidiary level. During the year the Group has complied with all externally imposed capital requirements.
The Group had the following undrawn committed borrowing facilities in respect of which all conditions precedent had been met at the
year-end:
Year ended 31 December
Expiring between one and two years
Expiring between two and five years
Maturity of undiscounted financial assets (excluding derivatives)
The expected maturity of the Group’s financial assets, using undiscounted cash flows, was as follows:
Year ended 31 December
In one year or less, or on demand
In more than one year but not more than two years
In more than two years but not more than five years
In more than five years
2020
US$m
350.0
2019
US$m
-
-
290.0
2020
US$m
312.0
5.2
3.5
6.1
2019
US$m
404.1
7.7
3.2
6.0
326.8
421.0
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34 Derivatives and other financial instruments continued
Maturity of undiscounted financial liabilities (excluding derivatives)
The expected maturity of the Group’s financial liabilities, using undiscounted cash flows, was as follows:
Year ended 31 December
In one year or less, or on demand
In more than one year but not more than two years
In more than two years but not more than five years
In more than five years
2020
US$m
290.3
18.8
155.0
122.5
586.6
2019
US$m
339.6
19.0
212.2
123.7
694.5
The above table comprises the gross amounts payable in respect of borrowings (including interest thereon), trade and other non-statutory
payables and certain provisions, over the period to the maturity of those liabilities.
Maturity of undiscounted financial derivatives
The maturity of the Group’s financial derivatives (on a gross basis), which include interest rate and foreign exchange swaps, using
undiscounted cash flows, was as follows:
Year ended 31 December
In one year or less, or on demand
In more than one year but not more than two years
In more than two years but not more than five years
Assets
Liabilities
2020
US$m
124.2
37.3
16.9
178.4
2019
US$m
174.0
24.3
15.3
213.6
2020
US$m
2019
US$m
(120.8)
(172.5)
(34.2)
(14.3)
(24.0)
(13.9)
(169.3)
(210.4)
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Credit risk
Year ended 31 December
The Group considers its maximum exposure to credit risk to be as follows:
Cash and cash equivalents
Derivative financial instruments
Trade receivables (net of impairment provision)
Other receivables
Financial assets considered not to have exposure to credit risk:
Other investments
Total financial assets
Analysis of trade receivables over permitted credit period:
Trade receivables up to 1 month over permitted credit period
Trade receivables between 1 and 2 months over permitted credit period
Trade receivables between 2 and 3 months over permitted credit period
Trade receivables between 3 and 6 months over permitted credit period
Trade receivables in excess of 6 months over permitted credit period
Total trade receivables (net of impairment provision) in excess of permitted credit period
Trade receivables within permitted credit period
Total net trade receivables
Analysis of trade receivables impairment provision:
Trade receivables up to 1 month over permitted credit period
Trade receivables between 1 and 2 months over permitted credit period
Trade receivables between 2 and 3 months over permitted credit period
Trade receivables between 3 and 6 months over permitted credit period
Trade receivables in excess of 6 months over permitted credit period
Total impairment provision
2020
US$m
2019
US$m
71.9
9.0
224.1
24.5
329.5
6.1
335.6
17.7
4.3
1.0
1.2
1.2
25.4
198.7
224.1
1.2
0.2
0.2
0.4
8.2
10.2
177.4
4.2
209.4
31.7
422.7
6.2
428.9
17.0
5.1
1.7
2.3
0.3
26.4
183.0
209.4
0.1
–
–
0.2
7.8
8.1
Trade receivables consist of a large number of customers, spread across diverse geographical areas and industries.
Customers requesting credit facilities are subject to a credit quality assessment, which may include a review of their financial strength,
previous credit history with the Group, payment record with other suppliers, bank references and credit rating agency reports. All active
customers are subject to an annual review, or more frequent if appropriate, review of their credit limits and credit periods.
The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which requires the use of the
lifetime expected loss provision for all trade receivables.
The Group monitors receivables for any significant increases in credit risk, and fully provides for trade receivables which are more than 6
months overdue, unless there are specific circumstances which would indicate otherwise. For all other trade receivables, when determining
expected losses, the Group takes into account the historical default experience and the financial position of the counterparties, as well as
the future prospects considering various sources of information.
The Group does not have a significant credit risk exposure to any single customer.
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34 Derivatives and other financial instruments continued
Hedges
During 2020, the Group has hedged the following exposures:
• interest rate risk – using interest rate swaps which are designated as fair value or cash flow hedges; and
• currency risk – using forward foreign currency contracts.
At 31 December 2020, the fair value of such instruments was a net asset of $8.7 million (2019: $2.7 million).
Interest rate swap fair value hedges outstanding at 31 December are expected to increase the income statement in the following periods:
Year ended 31 December
Within one year
Within one to two years
Within two to five years
2020
US$m
2019
US$m
1.2
1.2
2.2
4.6
0.4
0.3
0.6
1.3
The interest rate swaps settle on a quarterly basis. The floating rate on the interest rate swaps is three months’ LIBOR.
35 Share-based payments
The total cost recognised in the consolidated Income Statement in respect of equity settled share-based payment plans was as follows:
Year ended 31 December
Long Term Incentive Plan (‘LTIP’)
Deferred bonuses
The average share price for the year ended 31 December 2020 was 58.7p (2019: 78.0p).
2020
US$m
1.4
–
1.4
2019
US$m
5.9
0.8
6.7
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LTIP
Under the terms of the Coats Group LTIP, executive directors and key senior executives may be awarded each year conditional entitlements
to ordinary shares in the Company (in the form of nil cost options). The vesting of awards is subject to the satisfaction of a three-year
performance condition, which is determined by the Remuneration Committee at the time of grant. The performance condition includes
both market and non-market based measures.
Details of options outstanding under equity settled awards:
Outstanding at 1 January
Granted during the year
Vested during the year
Lapsed during the year
Exercised during the year
Outstanding at 31 December
Exercisable at 31 December
2020
Options
2019
Options
44,404,325
58,634,695
17,113,147
9,780,094
(545,804)
(4,252,860)
(3,944,198)
(2,233,488)
(16,494,550)
(17,524,116)
40,532,920
44,404,325
7,776,530
11,891,514
The options outstanding at 31 December 2020 had a weighted average remaining contractual life of 7.7 years (2019: 7.3 years).
The fair value of the market-based component of these awards was calculated using the Monte Carlo simulation method to reflect the
likelihood of the market-based Total Shareholder Return (‘TSR’) performance condition, which attach to 20% (2019: 20%) of the award,
being met, using the following assumptions:
Vesting period
Share price at valuation date
Exercise price
Risk free rate
Expected dividend yield
Expected volatility
Fair value per share
2020
3 years
58.9p
Nil
0.09%
0%
27.84%
24.9p
2019
3 years
81.5p
Nil
0.82%
0%
32.65%
48.0p
Deferred bonuses
Under the terms of the Coats Group Deferred Bonus Plan, any bonuses awarded to executive directors and key senior management
will be the subject of a mandatory 25% to 50% deferred into shares, to be held for a three year retention period. Annual bonuses will be
determined by reference to performance, in the normal course measured over one financial year. Awards are normally exercisable after
three years.
The options outstanding at 31 December 2020 had a weighted average remaining contractual life of 8.3 years (2019: 8.0 years).
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35 Share-based payments continued
Share option scheme
The Company granted a number of awards under a share option scheme prior to 2010. There are no outstanding or exercisable share
options under this scheme as of 31 December 2020 as set out below:
Outstanding at 1 January
Lapsed during the year
Exercised during the year
Outstanding at 31 December
Exercisable at 31 December
2020
2019
Weighted
average
Weighted
average
Options
exercise price
Options
exercise price
–
–
–
–
–
–
–
–
–
–
589,705
(64,960)
(524,745)
–
–
25.95p
25.95p
25.95p
–
–
36 Post balance sheet events
There are no material post balance sheet events requiring adjustment or disclosure.
37 Alternative performance measures
This Annual Report contains both statutory measures and alternative performance measures which, in management’s view, reflect
the underlying performance of the business and provide a more meaningful comparison of how the Group’s business is managed and
measured on a day-to-day basis.
The Group’s alternative performance measures and key performance indicators are aligned to the Group’s strategy and together
are used to measure the performance of the business. A number of these measures form the basis of performance measures for
remuneration incentive schemes.
Alternative performance measures are non-GAAP (Generally Accepted Accounting Practice) measures and provide supplementary
information to assist with the understanding of the Group’s financial results and with the evaluation of operating performance for all the
periods presented. Alternative performance measures, however, are not a measure of financial performance under International Financial
Reporting Standards (‘IFRS’) as adopted by the European Union and should not be considered as a substitute for measures determined in
accordance with IFRS. As the Group’s alternative performance measures are not defined terms under IFRS they may therefore not be
comparable with similarly titled measures reported by other companies.
A reconciliation of alternative performance measures to the most directly comparable measures reported in accordance with IFRS
is provided on pages 176 to 179.
a) Organic growth on a constant exchange rate (CER) basis
Organic growth measures the change in revenue and operating profit before exceptional and acquisition related items after adjusting
for acquisitions. The effect of acquisitions is equalised by:
• removing from the year of acquisition, their revenue and operating profit; and
• in the following year, removing the revenue and operating profit for the number of months equivalent to the pre-acquisition
period in the prior year.
The effects of currency changes are removed through restating prior year revenue and operating profit at current year exchange rates.
Organic revenue growth on a CER basis measures the ability of the Group to grow sales by operating in selected geographies and segments
and offering differentiated cost competitive products and services.
Adjusted organic operating profit growth on a CER basis measures the underlying profitability progression of the Group.
Adjusted operating profit is calculated by adding back exceptional and acquisition related items (see note 4 for further details).
176
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information37 Alternative performance measures continued
Year ended 31 December
Revenue from continuing operations
Constant currency adjustment
Revenue on a CER basis
Revenue from acquisitions
Organic revenue on a CER basis
Year ended 31 December
Operating profit from continuing operations1
Exceptional and acquisition related items (note 4)
Adjusted operating profit from continuing operations
Constant currency adjustment
Adjusted operating profit on a CER basis
Operating loss from acquisitions
Organic adjusted operating profit on a CER basis
2020
US$m
2019
US$m
1,163.3
1,388.7
–
(32.7)
%
Decline
(16)%
1,163.3
1,356.0
(14)%
(66.8)
-
1,096.5
1,356.0
(19)%
2020
US$m
103.1
7.5
110.6
–
110.6
0.9
111.5
2019
US$m
191.0
7.0
198.0
(2.7)
195.3
–
%
Decline
(46)%
(44)%
(43)%
195.3
(43)%
1. Refer to the consolidated income statement for a reconciliation of profit before taxation to operating profit from continuing operations.
b) Adjusted EBITDA
Adjusted EBITDA is presented as an alternative performance measure to show the underlying operating performance of the Group
excluding the effects of depreciation, amortisation and impairments and excluding exceptional and acquisition related items.
Operating profit from continuing operations before exceptional and acquisition related items and before depreciation of owned fixed assets
and right-of-use assets and amortisation (Adjusted EBITDA) is as set out below:
Year ended 31 December
Operating profit from continuing operations1
Exceptional and acquisition related items (note 4)
Adjusted operating profit from continuing operations
Depreciation of owned property, plant and equipment
Amortisation of intangible assets
Adjusted EBITDA including IFRS 16 depreciation of right-of-use assets (Pre-IFRS 16 basis)
Depreciation of right-of-use assets
Adjusted EBITDA
2020
US$m
103.1
7.5
110.6
30.5
4.0
145.1
18.3
163.4
2019
US$m
191.0
7.0
198.0
29.9
5.1
233.0
15.2
248.2
1. Refer to the consolidated income statement for a reconciliation of profit before taxation to operating profit from continuing operations.
Net debt including lease liabilities under IFRS 16 at 31 December 2020 was $246.6 million (2019: $214.9 million).
This gives a leverage ratio of net debt including lease liabilities to Adjusted EBITDA at 31 December 2020 of 1.5 (2019: 0.9).
Net debt excluding lease liabilities under IFRS 16 at 31 December 2020 was $180.6 million (2019: $149.9 million). This gives a leverage ratio
on a pre-IFRS 16 basis at 31 December 2020 of 1.2 (2019: 0.6).
For the definition and calculation of net debt excluding lease liabilities see note 30 (f).
Coats Group plc Annual Report and Accounts 2020
177
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationNOTES TO THE FINANCIAL STATEMENTS
CONTINUED
37 Alternative performance measures continued
c) Underlying effective tax rate
The underlying effective tax rate removes the tax impact of exceptional and acquisition related items and net interest on pension
scheme assets and liabilities to arrive at a tax rate based on the underlying profit before taxation.
A significant proportion of the Group’s net interest on pension scheme assets and liabilities relates to UK pension plans for which there is
no related current or deferred tax credit or charge recorded in the income statement. The Group’s net interest on pension scheme assets
and liabilities is adjusted in arriving at the underlying effective tax shown below and, in management’s view, were this not adjusted would
distort the alternative performance measure. This is consistent with how the Group monitors and manages the underlying effective tax rate.
Year ended 31 December
Profit before taxation
Exceptional and acquisition related items (note 4)
Net interest on pension scheme assets and liabilities
Underlying profit before taxation from continuing operations
Taxation charge from continuing operations
Tax (charge)/credit in respect of exceptional and acquisition related items and
net interest on pension scheme assets and liabilities
Underlying tax charge from continuing operations
Underlying effective tax rate
2020
US$m
79.6
6.8
4.7
91.1
37.4
(1.7)
35.7
39%
2019
US$m
166.8
4.4
5.5
176.7
50.5
0.4
50.9
29%
d) Adjusted earnings per share
The calculation of adjusted earnings per share is based on the profit from continuing operations attributable to equity shareholders before
exceptional and acquisition related items as set out below. Adjusted earnings per share growth measures the underlying progression of the
benefits generated for shareholders.
Year ended 31 December
Profit from continuing operations
Non-controlling interests
Profit from continuing operations attributable to equity shareholders
Exceptional and acquisition related items net of non-controlling interests (note 4)
Tax credit in respect of exceptional and acquisition related items
Adjusted profit from continuing operations
Weighted average number of Ordinary Shares
Adjusted earnings per share (cents)
Adjusted earnings per share (decline %)
2020
US$m
42.2
(15.8)
26.4
6.8
2.2
35.4
2019
US$m
116.3
(20.1)
96.2
4.4
–
100.6
1,455,587,353
1,443,824,641
2.42
(65)%
6.97
The weighted average number of Ordinary Shares used for the calculation of adjusted earnings per share for the year ended 31 December
2020 is 1,455,587,353 (2019: 1,443,824,641), the same as that used for basic earnings per ordinary share from continuing operations (see
note 11).
178
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther information37 Alternative performance measures continued
e) Adjusted free cash flow
Net cash generated by/(absorbed in) operating activities, a GAAP measure, reconciles to changes in net debt resulting from cash flows (free
cash flow) as set out in the consolidated cash flow statement. A reconciliation of free cash flow to adjusted free cash flow is set out below.
Adjusted free cash flow measures the Group’s underlying cash generation that is available to service capital demands.
Year ended 31 December
Change in net debt resulting from cash flows (free cash flow)
Acquisition of businesses (note 31)
Disposal of businesses
Net cash outflow/(inflow) from discontinued operations (note 32)
Net cash flows in respect of Connecting for Growth programme
Payments to UK pension scheme
Net cash flows in respect of other exceptional and acquisition related items
Purchase of own shares by Employee Benefit Trust
Receipts from exercise of share options
Dividends paid to equity shareholders
Tax outflow in respect of adjusted cash flow items
Adjusted free cash flow
2020
US$m
(23.2)
37.3
–
0.1
(0.4)
10.9
(0.7)
3.1
–
0.2
0.7
2019
US$m
72.3
4.9
(30.7)
(0.8)
4.3
26.7
6.2
–
(0.2)
24.1
–
28.0
106.8
f) Return on capital employed
Return on capital employed (‘ROCE’) is defined as operating profit before exceptional and acquisition related items divided by period end
capital employed as set out below. ROCE measures the ability of the Group’s assets to deliver returns.
Year ended 31 December
Operating profit from continuing operations before exceptional and acquisition related items1
Non-current assets:
Acquired intangible assets
Property, plant and equipment
Right-of-use assets
Trade and other receivables
Current assets:
Inventories
Trade and other receivables
Current liabilities:
Trade and other payables
Lease liabilities
Non-current liabilities
Trade and other payables
Lease liabilities
Capital employed
ROCE
1. Refer to note 4 for details of exceptional and acquisition related items.
2020
US$m
110.6
41.8
254.4
60.7
19.0
187.0
274.5
2019
US$m
198.0
41.8
276.3
63.4
20.1
172.5
261.2
(255.7)
(284.4)
(16.4)
(14.1)
(18.1)
(49.6)
497.6
22%
(18.2)
(50.9)
467.7
42%
Coats Group plc Annual Report and Accounts 2020
179
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationCOMPANY BALANCE SHEET
31 December
Fixed assets:
Investments
Current assets:
Cash at bank and in hand
Creditors: amounts falling due within one year:
Loans from subsidiary undertakings
Trade and other payables
Net current liabilities
Net assets
Capital and reserves:
Share capital
Share premium account
Capital redemption reserve
Share options reserve
Capital reduction reserve
Own shares
Profit and loss account
Shareholders’ funds
Notes
2020
US$m
2019
US$m
4
1,244.2
1,244.2
0.6
0.8
(70.7)
(0.3)
(70.4)
(69.0)
(0.6)
(68.8)
1,173.8
1,175.4
5
90.1
10.5
14.1
18.5
59.8
89.6
10.5
14.1
18.5
59.8
5
(3.2)
(5.7)
984.0
988.6
1,173.8
1,175.4
The Company reported a loss for the financial year ended 31 December 2020 of $2.2 million (2019: $21.9 million profit).
Rajiv Sharma
Group Chief Executive
Simon Boddie
Chief Financial Officer
Approved by the Board 3 March 2021
Company Registration No.103548
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Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationCOMPANY STATEMENT OF CHANGES IN EQUITY
1 January 2019
Profit and total comprehensive
income for the year
Issue of ordinary shares
Movement in own shares
Dividends to equity shareholders
Share
capital
US$m
88.5
Share
premium
account
US$m
Capital
redemption
reserve
US$m
10.4
14.1
Share
options
reserve
US$m
18.5
Capital
reduction
reserve
US$m
Own
shares
US$m
Profit and
loss account
US$m
Total
equity
US$m
59.8
(6.8)
992.8
1,177.3
–
1.1
–
–
–
0.1
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1.1
–
21.9
(1.1)
(0.6)
(24.4)
21.9
0.1
0.5
(24.4)
31 December 2019
89.6
10.5
14.1
18.5
59.8
(5.7)
988.6
1,175.4
Loss and total comprehensive
expense for the year
Issue of ordinary shares
Movement in own shares
31 December 2020
-
0.5
-
90.1
-
-
-
-
-
-
-
-
-
-
-
-
10.5
14.1
18.5
59.8
-
-
2.5
(3.2)
(2.2)
(0.5)
(1.9)
(2.2)
-
0.6
984.0
1,173.8
Coats Group plc Annual Report and Accounts 2020
181
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationCOMPANY CASH FLOW STATEMENT
Year ended 31 December
Net cash flows from operating activities:
Operating profit
Decrease in creditors
Net cash flows from operating activities
Net cash flows from financing activities:
Purchase of own shares
Proceeds from sale of own shares
Receipts from exercise of share options
Dividends paid to equity shareholders
Net cash flows from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash at bank and in hand at the beginning of the year
Cash at bank and in hand at the end of the year
2020
US$m
2019
US$m
0.1
(0.7)
(0.6)
(3.1)
3.7
-
(0.2)
0.4
(0.2)
0.8
0.6
24.5
(0.7)
23.8
-
0.5
0.2
(24.1)
(23.4)
0.4
0.4
0.8
182
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationNOTES TO THE COMPANY FINANCIAL STATEMENTS
1 Accounting policies
The principal accounting policies are summarised below. They have all been applied consistently throughout the year and to the
preceding year.
a) General information and basis of accounting
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value,
and in accordance with Financial Reporting standard 102 (FRS 102) as issued by the Financial Reporting Council.
Functional currency
The functional currency of Coats Group plc continued to be United States dollars (‘USD’) during the year ended 31 December 2020.
b) Fixed assets – investments
Investments in subsidiary undertakings are reflected at cost less provisions for any impairment.
c) Financial assets and liabilities
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
All financial assets and financial liabilities are initially measured at transaction price. If an arrangement constitutes a financing transaction,
the financial asset or financial liability is measured at the present value of future payments discounted at a market rate of interest for
a similar debt instrument.
d) Impairment of assets
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective
evidence of impairment, an impairment loss is recognised in the profit and loss and the assets is reduced to its recoverable amount. The
recoverable amount is the higher of its fair value less costs to sell and its value in use.
e) Share-based payments
Cash-settled
Cash-settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at each
reporting date. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in liabilities.
Equity-settled
The Group operates an equity-settled Long Term Incentive Plan for executives and senior management, settlement is in the form of Coats
Group plc shares. Awards under this plan are subject to both market-based and non-market-based vesting criteria.
The fair value at the date of grant is established by using an appropriate simulation method to reflect the likelihood of market-based
performance conditions being met. As the Long Term Incentive Plan relates to employees of a subsidiary, when there is no recharge of
the cost, the fair value is charged to Investments on a straight-line basis over the vesting period, with appropriate adjustments being made
during this period to reflect expected vesting for non market-based performance conditions and forfeitures. The corresponding credit is to
shareholders’ funds.
To satisfy awards under this Plan, shares may be purchased in the market by an Employee Benefit Trust (‘EBT’) over the vesting period. Coats
Group plc is the sponsoring employer of the EBT and its activities are considered an extension of the Company’s activities. Therefore the
shares purchased by the EBT are included as a deduction from shareholders’ funds and other assets and liabilities of the EBT are recognised
as assets and liabilities of Coats Group plc.
f) Taxation
Provision is made for taxation assessable on the profit or loss for the year as adjusted for disallowable and non-taxable items. Deferred
taxation is provided in full in respect of timing differences which have arisen but not reversed at the balance sheet date, except that
deferred tax assets (including those attributable to tax losses carried forward) are only recognised if it is considered more likely than not
that they will be recovered. Deferred taxation is measured on a non-discounted basis.
g) Dividends
Dividends proposed are recognised in the period in which they are formally approved for payment.
Coats Group plc Annual Report and Accounts 2020
183
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationNOTES TO THE COMPANY FINANCIAL STATEMENTS
CONTINUED
1 Accounting policies continued
h) Critical accounting judgements and key sources of estimation uncertainty
Carrying value of investments:
The carrying values of investments are assessed annually for indicators of impairment. If an impairment review is required judgement is
involved in calculating the recoverable amount. No indicators of impairment were identified during the year ended 31 December 2020.
There are no sources of estimation uncertainty at the balance sheet date, that may have a significant risk of causing material adjustment
to the carrying amounts of assets and liabilities within the next financial year.
2 Result for the year
The Company has not presented its own profit and loss account as permitted by section 408 of the Companies Act 2006. The loss for the
year attributable to shareholders was $2.2 million (2019: $21.9 million profit).
Details of directors’ remuneration are set out on pages 79 to 95 within the Remuneration Report and form part of these financial statements.
3 Dividends
Dividends amounting to $nil in respect of the year ended 31 December 2020 were payable to Coats Group plc shareholders during the year
(2019: $24.4 million). Details of the proposed final dividend for the year ended 31 December 2020 are set out in note 12 of the consolidated
financial statements.
4 Investments
At 31 December 2019
At 31 December 2020
Investments in
subsidiary
undertakings
US$m
1,244.2
1,244.2
5 Share capital and reserves
There are 1,452,077,272 Ordinary Shares of 5p issued and fully paid at 31 December 2020 (2019: 1,444,816,041).
The movement in share capital during the year is set out in note 26 of the consolidated financial statements.
The own shares reserve at 31 December 2020 of $3.2 million (2019: $5.7 million) represents the cost of shares in Coats Group plc
purchased in the market and held by an Employee Benefit Trust to satisfy awards under the Group’s share based incentive plans.
The number of shares held by the Employee Benefit Trust at 31 December 2020 was 7,010,248 (2019: 14,591,071).
As at 31 December 2020 the Company had distributable profits of $218.2 million (2019: $220.4 million).
6 Related party transactions
Amounts due from and to other Group companies are disclosed on the face of the Balance Sheet on page 180.
184
Coats Group plc Annual Report and Accounts 2020
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationGROUP STRUCTURE
The Company, through various subsidiaries, has branches in several different jurisdictions in which the business operates outside the UK.
Unless otherwise indicated, all shareholdings owned directly or indirectly by the Company represents 100% of issued share capital of
the subsidiary.
Subsidiaries:
Direct holdings of the Company
Country of Incorporation Company name
Registered office address
United Kingdom
Arrow HJC
United Kingdom
B. M. Estates Limited
United Kingdom
Coats Limited
Share class
£1.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
United Kingdom
Contractors’ Aggregates
Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
United Kingdom
GPG (UK) Holdings Limited
United Kingdom
GPG March 2004 Limited
United Kingdom
MFC (Predecessors) Limited
United Kingdom
S G Warburg Group Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
Mazars Llp, 45 Church Street, Birmingham,
B3 2RT, United Kingdom
£1.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
Subsidiaries:
Indirect holdings of the Company
Country of Incorporation Company name
Registered office address
Share class
Argentina
Coats Cadena S.A. – Argentina
Tucuman 1, 4th Floor, (1049) Capital
Federal, Argentina
ARS1.00 Ordinary Nominal
Australia
Australia
Australian Country Spinners Pty
Limited1
c/o Jagen Pty. Ltd, Level 1, 26-29 Beatty
Avenue, Armadale VIC 3143, Australia
AUD1.00 Ordinary
Australian Country Spinners
Unit Trust1
c/o Jagen Pty. Ltd, Level 1, 26-29 Beatty
Avenue, Armadale VIC 3143, Australia
AUD1.00 Units
Australia
Coats Australian Pty Ltd
Australia
GPG Services Pty Limited
Unit 2, 56 Keys Road, Moorabbin VIC
3189, Australia
c/o BDO, Level 11, 1 Margaret Street,
Sydney NSW 2000, Australia
AUD0.54 Ordinary
AUD1.00 Ordinary
Australia
Guinness Peat Group
(Australia) Pty Limited
c/o BDO, Level 11, 1 Margaret Street,
Sydney NSW 2000, Australia
AUD1.00 Ordinary, AUD14,977.77
Redeemable Preference
Australia
Sabatica Pty Limited
Bangladesh
Coats Bangladesh Limited
c/o BDO, Level 11, 1 Margaret Street,
Sydney NSW 2000, Australia
Tower 117, 117/A Tejgaon Industrial Area,
Dhaka 1208, Bangladesh
AUD1.00 Ordinary
BDT100.00 Ordinary (80%)
Bangladesh
Coats Crafts Bangladesh
Limited
Novo Tower, 270 Tejgaon Industrial Area,
Dhaka 1208, Bangladesh
BDT100.00 Ordinary (80%)
Coats Group plc Annual Report and Accounts 2020
185
coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationGROUP STRUCTURE
CONTINUED
Country of Incorporation Company name
Registered office address
Share class
Brazil
Brazil
Coats Corrente Ltda
Corrente Sociedade de
Previdência Privada
Rua do Manifesto, N 705, Bloco A,
Ipiranga, Sao Paulo, SP BR, Brazil
Rua do Manifesto, N 705, Bloco A,
Ipiranga, Sao Paulo, SP BR, Brazil
BRL1.00 Ordinary
Civil association
Bulgaria
Coats Bulgaria Eood
Coats Canada Inc
Tharigradsko shouse bld 7th Km, Sofia
1748, Bulgaria
BGL50.00 Ordinary
10 Roybridge Gate Blvd, Vaughan ON L4H
3M8, Canada
Common (no par value)
Canada
Canada
Chile
Chile
China
China
China
China
Egypt
Egypt
Egypt
Staveley Services Canada Inc
44 Chipman Hill, Suite 1000, Saint John
NB E2L 2A0, Canada
CAD Common, CAD Class A Pref 1,
CAD Class A Pref 2
Coats Cadena Ltda
Enrique Gomez Correa 5750, 3er piso,
Oficina No.4, Macul, Santiago, Chile
The Central Agency Limited –
Chile
Enrique Gomez Correa 5750, 3er piso,
Oficina No.4, Macul, Santiago, Chile
US$1.00 Ordinary
US$1.00 Ordinary
Coats Opti Shenzhen Limited
Coats Shenzhen Limited
Guangzhou Coats Limited
Qingdao Coats Limited
Shenzhen Coats Industrial Park, Fuyong
Town, Baoan District, Shenzhen, China
Shenzhen Coats Industrial Park, Fuyong
Town, Baoan District, Shenzhen, China
US$1.00 Ordinary (90%)
US$1.00 Ordinary (90%)
Art Street 11, 1106 Xin Gang Road, Haizhu
District, Guanghou, 510310, China
HKD1.00 Ordinary (90%)
Qingdao Huanhai,
Economic+Technological Development
Zone, Chengyang, Qingdao 266108,
China
No.8 Building, Export Processing Garden,
Songjiang Industrial Zone 201613,
Shanghai, China
US$1.00 Ordinary (90%)
US$1.00 Ordinary (90%)
China
Shanghai Coats Limited
Colombia
Coats Cadena Andina SA –
Colombia
Avenida Santander, N.5E-87, Pereira,
Colombia
COP20.63 Ordinary
Ecuador
Coats Cadena SA Ecuador
Coats Craft Egypt
De las Avellanas E, 2-74 y El Juncal, Quito,
Ecuador
US$1.00 Ordinary
Industrial Area Zone B3, Plot 78, 10th of
Ramadan City, Cairo, Egypt
EGP1.00 Ordinary
Coats Egypt for manufacturing
and dyeing sewing thread SAE
Industrial Area Zone B3, Plot 78, 10th of
Ramadan City, Cairo, Egypt
US$11.625 Ordinary
Coats Industrial Trading Egypt
Industrial Area Zone B3, Plot 78, 10th of
Ramadan City, Cairo, Egypt
EGP4000.00 Ordinary
El Salvador
Coats El Salvador, S.A. de C.V.
Estonia
Coats Eesti AS – Estonia
Zona Franca Export Salva, Edificio No 18C,
San Salvador, El Salvador
US$12.00 Ordinary
Ampri tee 9/4, Lubja küla 74010 Viimsi
Vald, Harjumaa, Estonia
€63.90 Ordinary
France
Germany
Coats France S.A.S.
8 avenue Hoche, 75008, Paris, France
€0.60 Ordinary
Coats GmbH
Huefingerstrasse 28, D-78199,
Braunlingen, Germany
€12,000,000.00 Ordinary
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Registered office address
Germany
Coats Opti Germany GmbH
Germany
Coats Thread Germany GmbH
1 Suedwieke 180, 26817 Rhauderfehn,
Germany
Huefingerstrasse 28, D-78199,
Braunlingen, Germany
Share class
€1.00 Ordinary
€1.00 Ordinary
Germany
Schwanenwolle Tittel &
Krueger AG i. L
RHS, Stadtstrasse 29, 79104 Freiburg,
Germany
DEM1.00 Ordinary
Guatemala
Centraltex de Guatemala, S.A.
Guatemala
Coats de Guatemala, S.A.
Guatemala
Crafts Central America, S.A.
26 Avenida No. 7-27, Zona 4, Mixco
oficina 11, Guatemala
13-78 Zona 10, Edif. Intercontinental Plaza
Torre Citigroup Nivel 17, Oficina 1702,
Ciudad, Guatemala
26 Avenida No. 7-27, Zona 4, Mixco
oficina 11, Guatemala
Guatemala
Guatemala
Distribuidora Coats de
Guatemala, Sociedad Anomina
39 Avenida, 3-47 Zona 7, Colonia El
Rodeo, Guatemala, Guatemala
Guatemala Thread Company
Sociedad Anonima
39 Avenida, 3-47 Zona 7, Colonia El
Rodeo, Guatemala, Guatemala
Honduras
Coats Honduras, S.A.
Hong Kong
China Thread Development
Company Limited
Hong Kong
Coats (China) Limited
Hong Kong
Coats China Holdings Limited
Hong Kong
Coats Hong Kong Limited
Hong Kong
Coats Opti Hong Kong Limited
Hong Kong
Coats Thread HK Limited
Edificio #13 Zona Libre Inhdelva, 800 mts.
Carretera a la Jutosa, Choloma, Cortes,
Honduras
Suite 23-25, Langham Place Office Tower,
8 Argyle Street, Mongkok, Kowloon, Hong
Kong
Suite 23-25, Langham Place Office Tower,
8 Argyle Street, Mongkok, Kowloon, Hong
Kong
Suite 23-25, Langham Place Office Tower,
8 Argyle Street, Mongkok, Kowloon, Hong
Kong
Suite 23-25, Langham Place Office Tower,
8 Argyle Street, Mongkok, Kowloon, Hong
Kong
Suite 23-25, Langham Place Office Tower,
8 Argyle Street, Mongkok, Kowloon, Hong
Kong
Suite 23-25, Langham Place Office Tower,
8 Argyle Street, Mongkok, Kowloon, Hong
Kong
GTQ100.00 Ordinary
GTQ1.00 Ordinary
GTQ100.00 Ordinary
GTQ1.00 Ordinary
GTQ10.00 Ordinary
HNL100.00 Ordinary
HKD10.00 Ordinary
HKD10.00 Ordinary
HKD10.00 Ordinary
HKD10.00 Ordinary (90%)
HKD1.00 Ordinary
HKD10.00 Ordinary
Hong Kong
Fast React Asia (HK) Limited
Room 2203 22/F, Tower 1, Lippo Centre,
89 Queensway, Hong Kong
HKD1.00 Ordinary
Hong Kong
Hungary
Fastreact Systems (Far East) Co
Limited
Room 2203 22/F, Tower 1, Lippo Centre,
89 Queensway, Hong Kong
HKD1.00 Ordinary
Coats Magyarorszag
Cernagyarto es Ertekesito
Korlatolt Felelossegu Tarsasag
1044 Budapest, Vaci ut 91, Hungary
HUF100,000.00 Ordinary
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CONTINUED
Country of Incorporation Company name
Registered office address
Share class
India
India
Intellosol Softwares India
Private Limited
Madura Coats Private Limited
Ground Floor, S-606-B School Block,
Shakarpur Delhi, East Delhi, DL – 110092
India
7th Floor, Jupiter 2A, Prestige Tech Park,
Sarjapur Marathalli Ring Road, Bangalore,
560103, India
INR10.00 Ordinary
INR10.00 Ordinary
Indonesia
PT. Coats Rejo Indonesia
Ventura Building, 5th Floor, Jl RA Kartini
No 26, Cilandak, Jakarta 12430, Indonesia
IDR415.00 Ordinary-A, IDR627.00
Ordinary-B, US$1.00 Preference
Indonesia
PT Coats Trading Indonesia
Coats (Israel) Ltd2
Coats Italy S.r.l.
Coats (Madagascar)
International
Coats (Madagascar) S.AR.L
(EPZ)
Ventura Building, 5th Floor, Jl RA Kartini
No 26, Cilandak, Jakarta 12430, Indonesia
USD1.00 Ordinary
2 Shidlovsky Road, Yavne, Israel
US$400.00 Ordinary
Sesto San Giovanni (MI), Via Milanese, 20
CAP, 20099, Milan, Italy
First Immo, Galaxy Industrial Estate, Rue
du Dr. Raseta, Andraharo, Antananarivo,
Madagascar
First Immo, Galaxy Industrial Estate, Rue
du Dr. Raseta, Andraharo, Antananarivo,
Madagascar
€5,000,000.00 Quota
MGF100,000.00 Ordinary
MGF100,000.00 Ordinary
Coats Thread (Malaysia) Sdn.
Bhd.
49-B Jalan Melaka Raya 8, Taman Melaka
Raya, 75000 Melaka, Malaysia
RM10.00 A, RM10.00 B, RM10.00 C
(99%)
J & P Coats (Mauritius) Ltd
Allee des Mangues, Pailles, Mauritius
Rs100.00 Ordinary
Coats Indian Ocean Holding Co
Limited
2nd Floor, IBL House, Caudan, Port-Louis,
Mauritius
US$100.00 Ordinary
Israel
Italy
Madagascar
Madagascar
Malaysia
Mauritius
Mauritius
Mexico
Coats Assets de Mexico SA de
CV
Mexico
Coats Mexico S.A. de C.V.
Morocco
Coats Maroc
Morocco
Netherlands
Netherlands
Mercerie Industrielle de
Casablanca
Coats Industrial Europe
Holdings B.V.
Coats Industrial Thread
Holdings B.V
Netherlands
Coats Northern Holdings B.V.
Periferico Sur #3325 Piso 8, Col. San
Jerónimo Lídice, Magdalena Contreras,
Mexico City, CP10200, Mexico
Periferico Sur #3325 Piso 8, Col. San
Jerónimo Lídice, Magdalena Contreras,
Mexico City, CP10200, Mexico
220 Bld Chefchaouni, Ain Sebaa,
Casablanca, Morocco
220 Bld Chefchaouni, Ain Sebaa,
Casablanca, Morocco
MXN1.00 Series A Fixed
MXP1.00 Ordinary-A, MXP1.00
Ordinary-B
MAD100.00 Ordinary
MAD100.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
€1.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
€1.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
€1.00 Ordinary
Netherlands
Coats South America Holdings
B.V.
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
€1.00 Ordinary
Netherlands
Coats South Asia Holdings B.V.
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
€1.00 Ordinary
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Registered office address
Netherlands
Coats Southern Holdings B.V.
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
Share class
€1.00 Ordinary
Netherlands
New Zealand
Guinness Peat Group
International Holdings BV
Naritaweg 165, 1043 BW, Amsterdam,
Netherlands
€43,146 Ordinary
Coats Patons (New Zealand)
Ltd
3 Mana Place, Wira, Auckland, New
Zealand
NZD1.00 Ordinary
Nicaragua
Coats de Nicaragua SA
J & P Coats Pakistan (Pvt)
Limited
Coats Cadena SA – Peru
Coats Polska Spolka z
oganiczona odpowiedzialnoscia
Coats – Comercio de Linhas,
Fechos e Acessorios, Para a
Industria SA
Altamira d’este, Rotonda Madrid #235,
Managua, Nicaragua
Suites 112-113, Prime Office Lobby, Park
Towers, Shahrah-e-Firdousi, Clifton,
Karachi, 75600, Pakistan
NIO100.00 Ordinary
PKR100.00 Ordinary
Av. Republica de Panama 3461, Piso 9, San
Isidro, Lima, Peru
PEN 0.01 Ordinary (99%)
91-214 Lodz, ul, Kaczencowa 16, Poland
PLN1,000.00 Ordinary
Praca do Almada, No 10, 4490, Povoa do
Varzim, Portugal
€1.00 Ordinary Bearer Shares
Pakistan
Peru
Poland
Portugal
Portugal
Companhia de Linha Coats &
Clark S.A.
Praca do Almada, No 10, 4490, Povoa do
Varzim, Portugal
€1.00 Bare Shares
Romania
Coats Romania SRL
Russian Federation
Coats LLC
Singapore
Coats International Pte. Limited
Singapore
Coats Overseas Pte Ltd
Municipiul Odorheiu Secuiesc, Str. Nicolae
Balcescu, Nr. 71, Judetul Harghita,
Romania
53 Lenin Street, Oktyabrsky, Lubertsy,
140060, Moscow Region, Russia
RON169.38 Ordinary
SUR173.55 Ordinary
10 Changi Business Park Central 2, #05-01
HansaPoint, 486030, Singapore
SGD1.00 Ordinary
10 Changi Business Park Central 2, #05-01
HansaPoint, 486030, Singapore
SGD1.00 Ordinary
South Africa
Coats South Africa (Proprietary)
Limited
107 Escom Road, New Germany, 3620,
KZN, Natal, South Africa
ZAR0.01 Ordinary, ZAR0.01
Cumulative Redeemable Preference,
ZAR0.01 Non-redeemable
Preference Shares, ZAR0.01
Non-redeemable
Non-cumulative Variable Rate
Convertible Preference
South Africa
Cotnat Properties (Proprietary)
Limited
107 Escom Road, New Germany, 3620,
KZN, Natal, South Africa
ZAR1.00 Ordinary
Spain
Spain
Sri Lanka
Coats Spain, S.L.
Gotex S.A.
Poligono Industrial Can Roqueta, Avda.Ca
N’Alzina nr.79, Calle N’Alzina, Sabadell,
Barcelona, Spain
€1.00 Ordinary
Poligono Industrial Can Roqueta, Calle
N’Alzina, 79 Sabadell, Barcelona, Spain
€6.02 Ordinary
Coats Thread Exports (Private)
Limited
479, 8th Floor, HNB Towers, T.B. Jayah
Mawatha, Colombo 410, Sri Lanka
LKR100.00 Ordinary (99%)
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189
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CONTINUED
Country of Incorporation Company name
Registered office address
Share class
Sri Lanka
Coats Thread Lanka (Private)
Limited
479, 8th Floor, HNB Towers, T.B. Jayah
Mawatha, Colombo 410, Sri Lanka
LKR10.00 Ordinary (99%)
Sweden
Coats Industrial Scandinavia AB
Switzerland
Coats Stroppel AG
Thailand
Coats Threads (Thailand) Ltd
Tunisia
Tunisia
Turkey
Coats Industrial Tunisie
Coats Trading Tunisie
Stationsvagen 2, Box 109, SE-516 31
Dalsjofors, Sweden
c/o Haussmann Treuhand AG,
Seefeldstrasse 45, 8008 Zurich,
Switzerland
39/60 Moo 2 Tambol Bangkrachaw,
Amphur Muang, Samutsakorn Province
74000, Thailand
52, rue du Tissage, Douar Hicher,
Manouba, 2086, Tunisia
52, rue du Tissage, Douar Hicher,
Manouba, 2086, Tunisia
SEK1,000.00 Bearer
CHF2,500.00
THB1,000.00 Ordinary
TND10.00 Ordinary
TND10.00 Ordinary
Coats (Turkiye) Iplik Sanayii AS
Organize Sanayi Bolgesi Mavi Cad. No 2,
16220 Bursa, Turkey
TRY1.00 New Ordinary (92%)
Ukraine
Coats Ukraine Ltd
Moskovskiy ave. 28A, litera B, Kiev, 04655,
Ukraine
UAH1.00 Ordinary
United Kingdom
Allied Mutual Insurance
Services Ltd
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
United Kingdom
Anfield 1 Limited
United Kingdom
Anfield 2 Limited
Mazars Llp, 45 Church Street, Birmingham,
B3 2RT United Kingdom
£1.00 Ordinary
Mazars Llp, 45 Church Street, Birmingham,
B3 2RT United Kingdom
£1.00 Ordinary, £1.00 Deferred
United Kingdom
Barbour Threads Limited
United Kingdom
Brown Shipley Holdings Limited
United Kingdom
Brunel Pension Trustees Limited
United Kingdom
Cardpad Limited
United Kingdom
Coats (UK) Limited
United Kingdom
Coats Digital Limited
United Kingdom
Coats Finance Co. Limited
Cornerstone, 107 West Regent Street,
Glasgow, G2 2BA, United Kingdom
£10.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary, £1.00 Ordinary-A
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
United Kingdom
United Kingdom
United Kingdom
Coats Group Finance Company
Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£0.33 Ordinary
Coats Holding Company
(No. 1) Limited
Coats Holding Company
(No. 2) Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£0.125 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£0.25 Ordinary
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Registered office address
United Kingdom
Coats Holdings Ltd
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
Share class
£1.00 Ordinary
United Kingdom
Coats Industrial Thread Brands
Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
United Kingdom
Coats Industrial Thread Limited
United Kingdom
Coats Patons Limited
United Kingdom
Coats Pensions Trustee Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
Cornerstone, 107 West Regent Street,
Glasgow, G2 2BA, United Kingdom
£0.25 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
United Kingdom
Coats Property Management
Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
United Kingdom
Coats Shelfco (BDA) Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
United Kingdom
Coats Shelfco (CV Nominees)
Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
United Kingdom
Coats Shelfco (VV) Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£0.01 Ordinary, £0.075 Deferred
United Kingdom
Coats Thread (UK) Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
United Kingdom
Coats UK Pension Scheme
Trustees Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
United Kingdom
Corah Limited
United Kingdom
D. Byford & Co Limited
United Kingdom
Embergrange
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£0.25 Ordinary, £1.00 4.2%
Cumulative Preference
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£0.20 Ordinary, £1.00 Preference
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
United Kingdom
Fast React Systems
(Bangladesh) Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
United Kingdom
Fast React Systems Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary, £1.00 Special
redeemable non-voting shares
United Kingdom
GPG Europe Limited
United Kingdom
GPG Securities Trading Ltd
United Kingdom
Griffin SA Ltd
United Kingdom
GSD (Corporate) Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
€1.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
United Kingdom
GSD Holdings Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary-A, £1.00 Ordinary-B
United Kingdom
Guinness Peat Overseas
Holdings Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
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CONTINUED
Country of Incorporation Company name
Registered office address
United Kingdom
Hicking Pentecost Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
Share class
£0.50 Ordinary
United Kingdom
I.P. Clarke & Co. Limited
United Kingdom
J.& P. Coats, Limited
United Kingdom
Marshaide Limited
United Kingdom
Needle Industries Limited
United Kingdom
Patons & Baldwins Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
1 George Square, Glasgow G2 1AL,
United Kingdom
£1.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
United Kingdom
Patons Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary, £1.00 7%
Preference
United Kingdom
United Kingdom
Simpson, Wright & Lowe,
Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
Sir Richard Arkwright & Co.
Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
United Kingdom
SIRBS Pension Trustee Limited
United Kingdom
Staveley 2005 No 3 Limited
United Kingdom
Staveley Industries Limited
United Kingdom
Staveley Services Limited
United Kingdom
The Central Agency Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
Cornerstone, 107 West Regent Street,
Glasgow, G2 2BA, United Kingdom
£10.00 Ordinary
United Kingdom
United Kingdom
The Coats Trustee Company
Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
Thomas Burnley & Sons,
Limited
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£10.00 Ordinary
United Kingdom
Tootal Group Limited
United Kingdom
Tootal Limited
United States
Coats American Inc
United States
Coats Garments (USA) Inc
United States
Coats Holdings Inc
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£0.25 Ordinary, £1.00 3.5 %
Cumulative Preference
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
£1.00 Ordinary
CT Corporation System, 820 Bear Tavern
Road, West Trenton, NJ 08628, USA
US$10.00 COMMON, US$5.00 5%
Cumulative Preference
CT Corporation System, Corporation Trust
Centre, 1209 Orange Street, Wilmington,
DE 19801, USA
CT Corporation System, Corporation Trust
Centre, 1209 Orange Street, Wilmington,
DE 19801, USA
US$1.00 Ordinary
US$1.00 Ordinary
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Registered office address
Share class
United States
Coats HP Holding Inc
United States
Coats HP Inc
United States
Coats North America
Consolidated Inc
United States
Coats North America de
Republica Dominica Inc
United States
Coats Puerto Rico Inc
United States
Coats Sales Corporation
United States
Jaeger Sportswear Ltd
United States
Patrick Yarn Mill, Inc.,
United States
Staveley Inc
CT Corporation System, 160 Mine Lake
Ct., Suite 200, Wake NC 27615-6417, USA
US$1.00 Ordinary
CT Corporation System, 160 Mine Lake
Ct., Suite 200, Wake NC 27615-6417, USA
US$1.00 Ordinary
CT Corporation System, Corporation Trust
Centre, 1209 Orange Street, Wilmington,
DE 19801, USA
c/o CT Corporation System, 225
Hillsborough Street, Raleigh, Wake
County, North Carolina 27603, USA
US$0.10 Ordinary, US$1.00 Class B
Voting Shares
US$1.00 Ordinary
CT Corporation System, 150 Fayetteville
Street, Box 1011, Raleigh NC 27601, USA
CT Corporation System, 820 Bear Tavern
Road, West Trenton, NJ 08628, USA
US$1.00 Ordinary
US$100.00 Ordinary
CT Corporation System, 111 8th Avenue,
New York, NY 10011, USA
US$ Common
700 S Railroad Avenue, Kings Mountain
NC 28086-3360, USA
US$1.00 Class A voting, Class B
non-voting
The Corporation Trust Co., 1209 Orange
Street, Wilmington, DE 19801, USA.
US$0.01 Ordinary
United States
The Calico Printers Association
(U.S.A.) Limited
CT Corporation System, 111 8th Avenue,
New York, NY 10011, USA
US$1.00 Ordinary
United States
Westminster Fibers, Inc.
Uruguay
Coats Cadena S.A. – Uruguay
Vietnam
Coats Phong Phu Limited
Liability Company
c/o The Corporation Trust, 1209 Orange
Street, Wilmington, Delaware, USA
Rufino Dominguez 1864, Montevideo,
Uruguay
No. 48 Tang Nhon Phu Street, Tang Nhon
Phu B Ward, District 9, Ho Chi Minh City,
Vietnam
US$1.00 Common shares
UYU0.05 Ordinary
US$1.00 Ordinary (64%)
1. 100% owned by the joint venture ACS Nominees Pty Limited.
2. Liquidated in February 2021.
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GROUP STRUCTURE
CONTINUED
Joint Ventures
Country of Incorporation Company Name
Australia
ACS Nominees Pty Limited
Registered Office address
Share class
c/o Jagen Pty. Ltd, Level 1, 26-29 Beatty
Avenue, Armadale VIC 3143, Australia
AUD1.00 Ordinary (50%)
Guangying Spinning Company
Limited
2 Yuan Cun Xi Jie Guangzhou, 510655,
China
US$1.00 Ordinary (50%)
Tianjin Jinying Spinning Co Ltd
S&P Threads Private Limited
Jinlai Road Liqizhuang, Xi Qing District,
Tianjin, 300381, China
Delite Theatre Building, III Floor, Asaf Ali
Road, New Delhi, 110 002, India
US$1.00 Ordinary (50%)
INR10.00 Ordinary (50%)
4 Longwalk Road, Stockley Park, Uxbridge,
UB11 1FE, United Kingdom
US$0.01 Ordinary (50%)
United Kingdom
Coats VTT Limited
China
China
India
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coats.com/investorsStrategic reportCorporate governanceFinancial statementsOther informationFIVE-YEAR SUMMARY
For the year ended 31 December
Continuing operations (before exceptional and acquisition
related items)1:
Revenue2
Cost of sales
Gross profit
Operating costs2
Operating profit
Share of profits from joint ventures
Finance income
Finance costs
Profit before taxation
Taxation
Profit from continuing operations
Adjusted earnings per share (cents)
Dividend per share (cents)
Adjusted free cash flow ($m)
Return on capital employed (%)
Notes:
2016
US$m
2017
US$m
2018
US$m
20194
US$m
2020
US$m
1,276.0
1,356.1
1,414.7
1,388.7
1,163.3
(789.2)
486.8
(347.6)
139.2
0.8
4.3
(35.9)
108.4
(41.0)
67.4
4.02
1.253
58.9
(849.7)
506.4
(345.8)
160.6
1.3
2.1
(25.4)
138.6
(44.6)
94.0
5.70
1.44
76.4
(901.9)
512.8
(317.9)
194.9
0.1
1.7
(26.1)
170.6
(53.8)
116.8
6.87
1.66
96.2
35.2%
35.4%
42.6%
(898.1)
490.6
(292.6)
198.0
1.1
1.7
(29.6)
171.2
(50.5)
120.7
6.97
0.555
106.8
42.3%
(806.6)
356.7
(246.1)
110.6
0.6
0.7
(25.5)
86.4
(35.2)
51.2
2.42
1.30
28.0
22.2%
1. The results for 2016-2017 have been restated following the disposal of the North America Crafts business.
2. Revenue and operating costs have been restated for 2016-2017 following the Group’s adoption of IFRS 15 ‘Revenue from contracts with customers’ on 1 January 2018.
3. On a pro-forma basis (final dividend in 2016: 0.84c per share).
4. The Group adopted IFRS 16 ‘Leases’ from 1 January 2019 using the modified retrospective approach and therefore results for 2016-2018 are not restated.
5. In March 2020 the Company announced it had taken the decision, given the uncertainties caused by the Covid pandemic, to cancel the proposed 2019 final dividend payment of 1.30 cents per ordinary
share which was due to be paid in May 2020.
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To manage your shareholding online,
please visit: investorcentre.co.uk
SHAREHOLDER INFORMATION
United Kingdom
4 Longwalk Road,
Stockley Park,
Uxbridge,
UB11 1FE
Tel: 020 8210 5000
coats.com
Incorporated and registered
in England No. 103548
Registered office:
4 Longwalk Road,
Stockley Park,
Uxbridge,
UB11 1FE
Location of share registers
The Company’s register of members is maintained in the United Kingdom
Register enquiries may be addressed direct to the Company’s share registrars named below:
Registrar
Telephone and postal enquiries
Inspection of Register
UK Main Register:
Computershare Investor
Services PLC
The Pavilions,
Bridgwater Road,
Bristol BS99 6ZZ
Tel: 0370 707 1022
Facsimile: 0370 703 6143
The Pavilions,
Bridgwater Road,
Bristol BS99 6ZZ
196
Coats Group plc Annual Report and Accounts 2020
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A full copy of our Annual Report can be downloaded,
along with other relevant documents from
coats.com/ar2020
Coats Group plc
4 Longwalk Road
Stockley Park
Uxbridge
UB11 1FE
Tel: 020 8210 5000
coats.com
Incorporated and registered in England No. 103548
Registered office: 4 Longwalk Road, Stockley Park, Uxbridge, UB11 1FE
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