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STRATEGIC REPORT
2 Chairman’s Statement
4 Key Performance Indicators
6 Business at a Glance
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Group Chief Executive’s Statement
Our Strategy
14 Our Markets
16 Our Business Model
18 Our Capabilities
20 Strategy Roadmap and Milestones
22
Principal Risks to Achieving the Group’s Objectives
26 Performance Review
32 Sustainable Business
CORPORATE GOVERNANCE
48 Board of Directors
50 Corporate Governance Report
61 Directors’ Report
64 Audit Committee Report
73 Disclosure Committee Report
74 Nominations Committee Report
77 Remuneration Committee Report
79
Remuneration Report – Remuneration Policy
91
Remuneration Report – Annual Remuneration Report
103 Statement of Directors’ Responsibilities
FINANCIAL STATEMENTS
104 Independent Auditor’s Report
116 Consolidated Income Statement
117 Consolidated Statement of Comprehensive Income
118 Consolidated Balance Sheet
119 Consolidated Statement of Changes in Equity
120 Consolidated Cash Flow Statement
121 Notes to the Group Financial Statements
176 Company Balance Sheet
177 Company Statement of Changes in Equity
178 Notes to the Company Financial Statements
185 Five Year Record (unaudited)
INVESTOR INFORMATION
186 Shareholder and Corporate Information
188 Glossary and Definitions
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Dixons Carphone plc Annual Report and Accounts 2018/19
1
Chairman’s
Statement
“We are reshaping the business to
create a long term and sustainable
business for colleagues, customers
and shareholders alike”.
Lord Livingston of Parkhead
Chairman
Last year was the start of
a huge transformation for
Dixons Carphone. We have
achieved a lot over the
last year but I know that
there is a lot more to do
and that we have the team
to achieve it.
We are reshaping the business to
create a long term and sustainable
business for colleagues, customers
and shareholders alike. Our
management team, led by Alex
Baldock in his first year as Group Chief
Executive, has outlined our new vision
and strategy and made good progress
in our transformation as we lay the
foundations for future growth.
We have delivered another strong
performance in our International
business which accounts for over
40% of our profits and delivered
progress in both revenues and market
share across all of our Electricals
business, extending our leading
market positions. Early signs of our
progress in our transformation journey
have been encouraging with notable
improvements in customer satisfaction.
The mobile market remained
challenging last year. There is much
to do here, and it will take time but
we are making good progress in the
development of our new model to
return Mobile to being a profitable
category.
2
Headline profit before tax was
£298 million with debt increasing only
6% to £265 million despite additional
investment in our transformation
programme. The loss before tax on
a statutory basis was £259 million
mainly as a result of non-cash
goodwill impairments in the Carphone
Warehouse arising from the changing
UK mobile market. Following on from
the half year where we took the difficult
decision to return the dividend cover
to 3 times earnings, the Board has
recommended that the Company pay a
dividend of 6.75p per share for the full
year, with a final payment of 4.50p to be
paid on 27 September 2019.
People and purpose
The long term success of our business,
however, is not just about commercial
performance. Nor is it possible
without all 42,000 of our capable and
committed colleagues feeling engaged
and invested in our future.
For a business to thrive, it should
have a clear purpose and embody a
strong culture and values to animate its
strategy in a way that resonates with
society and is meaningful to colleagues
and stakeholders.
We want our colleagues to have a
stake in our future success and benefit
from it. Accordingly, we launched a
new share ownership scheme, costing
£10 million per year over the next
three years, to give all colleagues at
least £1,000 worth of shares. This is
in addition to other ways to increase
colleague share ownership and a
proper recognition of the importance of
our people in achieving our plans. I was
delighted by the positive response to
these proposals from our institutional
shareholders – a real sign that the need
to recognise all stakeholders is the best
way to achieve long term shareholder
value.
Corporate Responsibility
This year we made further progress in
tackling economic and social issues.
This was recognised by FTSE4GOOD,
who listed us in their FTSE4GOOD
index.
On energy use, our continued
commitment to managing climate-
related concerns was reflected in our
‘CDP’ (Carbon Disclosure Project)
score, which improved from a ‘C‘ to a
‘B’. Energy efficiency initiatives such
as the solar panel installation on our
Newark Distribution Centre contributed
to us achieving our 2020 energy
reduction target ahead of schedule
and work continues to understand and
manage impacts within our supply
chain. Sustainability performance is
now an important factor when selecting
suppliers or renegotiating contracts.
A number of teams are making great
progress in tackling the issue of plastic
packaging. We are already the largest
collector and recycler of expanded
polystyrene (EPS) in the UK. We have
also made changes to some own label
gaming accessories to remove tens of
thousands of plastic bags and CDs.
And we are identifying where we can
reduce plastic packaging in our direct
sourced products.
We continue to embrace and celebrate
diversity by ensuring we’re a business
that attracts top talent whatever one’s
background. We have still some way
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report “ A number of
teams are making
great progress
in tackling the
issue of plastic
packaging.
We’re already the
largest collector
and recycler
of expanded
polystyrene (EPS)
in the UK”.
to go in terms of gender diversity but
we’ve made strides in this area and
have appointed more great women
to the Executive Committee and the
Board and improved senior female
representation to 26%.
Community
One of the highlights of my year is
the Chairman’s Shield Awards, which
is awarded to stores or parts of our
business that not only deliver great
results and give wonderful customer
service but critically do amazing things
for our colleagues and the communities
in which they operate. We aspire to
be a valuable part of the community
whether that be by raising money for
good causes, supporting health and
wellbeing, helping disadvantaged
people or reducing damage done
to the environment through award-
winning recycling initiatives.
We want everyone to have access
to amazing technology, which is
happening through supplier and charity
collaborations, including the donation
of hundreds of thousands of pounds
worth of Grundig appliances to local
food-related charities nominated by
our store colleagues. We have also
provided professional training to local
reuse charities, so they can make
refurbished white goods affordable to
low income families.
Being a responsible company is our
duty and has the power to influence
how it feels to work and shop with us.
It really matters.
Shareholders
At Dixons Carphone, we have an
open and constructive dialogue with
shareholders and have meetings
throughout the year. Our purpose is
simple – it is about creating a more
valuable business for shareholders
by understanding all stakeholder
expectations, respecting our
environment, making the right
decisions and determining to always
do the right thing, in everything we
do. In this spirit we welcomed the
publication of the 2018 UK Corporate
Governance Code and will report in full
against its principles and provisions
in this report next year. I believe that
strong corporate governance is at the
heart of any well managed business.
Board Changes
We have seen a number of changes
to the composition of the Board
this year, with Jonny Mason joining
us as Chief Financial Officer on 13
August 2018 and Eileen Burbidge as a
Non-Executive Director on 1 January
2019. Jonny brings listed company
experience from finance leadership
roles in both the UK and the Nordics
and a wealth of retail and consumer
experience. Eileen has a diverse
and impressive background in the
technology sector and has already
proven an important contributor
at Board level on the subjects of
innovation and the digital consumer.
We’re delighted to have them join us.
Andrew Harrison having left the board
earlier in 2018, left the Company in
December 2018. He played a critical
role in the growth of Carphone
Warehouse over a number of years.
Jock Lennox stepped down as Non-
Executive Director on 31 December
2018 after six years on the Board and
I’d like to thank him for his contribution
to the Board and in his role as Chair of
the Audit Committee. I am delighted
that Fiona McBain has taken on the
chairmanship bringing her considerable
experience to the role.
Outlook
Looking ahead, this year brings
with it many challenges but also the
opportunity to create the sustainable
growing business we all want. We have
a lot to do but we’ve already made
important steps on that journey.
I would like to thank Alex and his
leadership team, who over the last
year have brought about significant
change in the business, positioning
it for long term sustainable growth.
Together, with the continued hard
work and tremendous enthusiasm
of our colleague shareholders, we
will create a world-class business for
our customers and therefore for our
shareholders.
Lord Livingston of Parkhead
Chairman
19 June 2019
3
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report t
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Financial
Key Performance Indicators 3
These are the Key Performance Indicators
(KPIs) that are used in the business.
HEADLINE REVENUE 1,2
£10,433m
2018/19
2017/18
£10,433m
£10,525m
The ability to grow revenue is an important
measure of a brand’s appeal to customers and
its competitive position. It is a key measure
of the Group’s progress against our strategic
priority to continue to enhance and drive
successful and sustainable retail business
models in a multi-channel world.
FREE CASH FLOW1
£153m
2018 /19
2017/18
£153m
£172m
The management of cash usage, in particular
working capital employed in the business,
optimises resources available for the Group
to invest in its future growth and to generate
shareholder value.
LIKE-FOR-LIKE REVENUE GROWTH1
1%
2018 /19
1%
2017/18
4%
Like-for-like revenue enables the
performance of the Group to be measured
on a consistent year-on-year basis.
(1) Definitions of measurement for Key Performance Indicators are
given in the glossary and definitions on pages 188 to 192
(2) Headline performance measures are as defined in the Performance
Review on pages 26 to 31
(3) Statutory performance for the year is discussed on pages 29 to 30
4
Dixons Carphone plc Annual Report and Accounts 2018/19
HEADLINE BASIC EPS (PENCE)1,2
20.4p
2018 /19
2017/18
20.4p
26.2p
The level of growth in EPS provides a suitable
measure of the financial health of the Group and its
ability to deliver returns to shareholders each year.
HEADLINE EBIT 1, 2
£322m
2018/19
2017 /18
£322m
£400m
Continued growth of headline EBIT enables the Group to
invest in its future and provide a return for shareholders.
It is a key measure of progress against our strategic
priority to continue to enhance and drive successful and
sustainable retail business models in a multi-channel world.
HEADLINE PROFIT BEFORE TAX1, 2
£298m
2018 / 19
2017/18
£298m
£382m
Continued growth of headline profit before tax represents
a measure of Group performance to external investors
and stakeholders against our strategic priorities.
RETURN ON CAPITAL EMPLOYED (ROCE)1
15%
2018 / 19
2017/18
15%
18%
ROCE is a key measure of the efficiency of the
capital invested by the Group and the long-term
value created for our stakeholders.
Non-Financial
Key Performance Indicators
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MARKET SHARE
We are a market leader in
the areas in which we operate,
and our objective is to continue
to grow market share
NET PROMOTER SCORE (‘NPS’)
64%
Customer satisfaction is vital
to delivering our strategy and
building a sustainable business
Net Promoter Score, a rating used by the Group to measure
customers’ likelihood to recommend its operations.
COLLEAGUE ENGAGEMENT
64%
Capable and committed
colleagues are key to
delivering our strategy
Our ‘Make a Difference’ survey which had a completion rate
of 94% allowed our colleagues to provide honest and open
feedback on what it is like to work at Dixons Carphone.
Dixons Carphone plc Annual Report and Accounts 2018/19
5
Business
at a Glance
Dixons Carphone plc is a leading multinational consumer electrical and mobile
retailer and services company, employing over 42,000 people in nine countries.
Our vision is We Help Everyone Enjoy Amazing Technology and this is underpinned
by strategic levers to deliver it.
– Group like-for-like* revenue up 1%,
– Group headline* PBT of £298 million
statutory revenue down 1%,
gained market share in electricals in all
territories
– UK & Ireland electricals like-for-like*
revenue up 1%; reported revenue up 1%
– UK & Ireland mobile like-for-like* revenue down
4%; reported revenue down 11%
– Strong revenue growth in International
– Nordics like-for-like* up 3%; reported up by 1%,
– Greece like-for-like* up 13%; reported up by
12%
(2017/18: £382 million)
– Headline basic EPS* 20.4p (2017/18: 26.2p),
statutory basic EPS (26.8p) (2017/18: 20.4p)
– Total statutory loss before tax of £259 million
(2017/18: £289 million profit) after non-headline
charges of £557 million (2017/18: £93 million)
– Free cash flows* of £153 million (2017/18: £172
million) and net debt increased by £16 million
to £265 million. Cashflows from operating
activities of £286 million (2017/18: £312 million)
– Final dividend of 4.50p proposed meaning full
year dividend at 6.75p (2017/18: 11.25p)
Headline* revenue (£ millions)
Headline* EBIT (£ millions)
Headline* basic EPS (pence)
10,433
10,525
10,242
9,445
9,394
12000
10000
8000
6000
4000
2000
0
516
486
420
600
500
400
400
300
322
200
100
0
35
30
25
20
15
10
5
0
33.5
30.6
30.2
26.2
20.4
2018/19
2017/18
2017/18
2016/17
2015/16
2014/15
2018/19
2017/18
2016/17
2015/16
2014/15
2018/19
2017/18
2016/17
2015/16
2014/15
2013/14
Headline revenue by division1
Headline EBIT by division1
18/19
Nordics:
£3,501m
Greece:
£459m
UK & Ireland electricals:
£4,475m
UK & Ireland mobile:
£1,998m
18/19
Nordics:
£112m
Greece:
£21m
UK & Ireland electricals:
£180m
UK & Ireland mobile:
£9m
* See glossary for definition of terms including headline performance measures.
Figures presented in charts for 2014/15 are ‘pro forma’ results as defined in the glossary
1 During the period, the reportable segments of the Group have been changed and comparatives restated accordingly; see note 2.
6
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report Business
Segments
Our European store presence
UK & IRELAND
Franchise
–
Total
991
Own
991
NORDICS
Franchise
161
Total
411
Own
250
GREECE
Own
70
Franchise
Total
25
95
We operate four segments as follows:
UK & Ireland
Electricals
Brands
Websites
– Currys PC World is the largest specialist electrical retailing and services
Currys PC World
operator in the UK & Ireland.
– Dixons Travel is a leading airport electrical retailer, with stores across
currys.co.uk
currys.ie
pcworld.co.uk
pcworld.ie
the UK & Ireland and Oslo.
– Team Knowhow is our services brand.
– PC World Business provides computing products and services to business
to business (‘B2B’) customers.
Mobile
Dixons Travel
dixonstravel.com
Team Knowhow
teamknowhow.com
PC World Business
pcworldbusiness.co.uk
– Carphone Warehouse is the largest independent telecommunications
Carphone Warehouse
retailer in the UK & Ireland.
carphonewarehouse.com
carphonewarehouse.ie
– iD Mobile is our MVNO offering innovative and flexible propositions.
iD Mobile
idmobile.co.uk
– Carphone Warehouse Business provides telecommunications products
and services to business to business (‘B2B’) customers.
Carphone Warehouse
Business
business.carphonewarehouse.com
Nordics
– The Elkjøp Group is the leading specialist electricals retailer across the
Elkjøp
Nordics region.
– Elkjøp and Elkjøp Phonehouse stores operate in Norway, Elgiganten and
Elgiganten Phone House in Sweden and Denmark and Gigantti in Finland.
– Knowhow also operates in the Nordic region.
– InfoCare is the largest consumer electrical repair company in the region,
operating in Norway, Sweden, Denmark and Finland.
Elgiganten
Gigantti
Phone House
elkjop.no
elgiganten.se
elgiganten.dk
gigantti.fi
phonehouse.se
phonehouse.no
InfoCare
infocareworkshop.no
Greece
– Kotsovolos is Greece’s leading specialist electrical retailer.
Kotsovolos
kotsovolos.gr
7
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report Group Chief Executive’s
Statement
“ This is a business with great strengths and big
opportunities. That’s what I’ve learned over the
past 14 months. I’ve been all over this business,
meeting thousands of our capable and committed
colleagues, listening to our customers and suppliers
as we’ve set the strategy for a long term sustainable
and valuable future, all grounded in our vision of We
Help Everyone Enjoy Amazing Technology”.
Alex Baldock
Group Chief Executive
We have a lot of great people here,
strong retail capabilities and in services,
we can do things our competitors simply
cannot match.
million profit last year, largely reflecting
the write down of intangible assets in the
Carphone Warehouse as a result of the
changing mobile market.
We’ve set the vision – and the strategy to
deliver it – after listening closely to many
customers. What we’ve heard boils down
to one central customer insight: we know
customers find technology incredibly
exciting but confusing and expensive.
They value help, not only discovering
and choosing the right technology for
them, but also getting the most out of it
through its life. They value help to afford,
install, connect, protect, repair, trade-in,
upgrade and maintain technology as well
choosing it in the first place. There’s an
opportunity to play a big, valuable and
central role in customers’ lives beyond
traditional retail, but without straying from
the core of what we’re good at. There
is no one better placed than us to seize
that opportunity. We are market leaders
wherever we operate; UK & Ireland,
Nordics and Greece. Nobody gets close
to our customer numbers - around 200
million visits to stores a year, 700 million
visits to sites, 5 million deliveries and
installations, 11 million warranty and
protection policies, more than 900k credit
customers and 2 million repairs.
Our strategy will give customers what
they value in the way that makes the
most of our strengths. We will transform
this business while performing along
the way; meeting our promises to
shareholders, colleagues and customers.
As to performance, Group headline
PBT was £298 million in the year, down
from £382 million last year. Like-for-like
revenue was up 1% and we maintained
our market leading shares. With net
debt increasing only 6% to £265 million
despite additional investment in our
transformation. Statutory loss before
tax was £259 million, down from £289
The International businesses that make
up 40% of profits had an excellent
year. Like-for-like revenue was up 3%
in the Nordics and 13% in Greece.
Both achieved record levels of market
share, extending their leadership while
increasing operating margins.
In the UK & Ireland Electricals, full year
like-for-like revenue was up 1% and
we maintained our market leading
share. Online sales saw another year
of growth, ahead of the market. Mobile
remains challenging with headwinds
faced in market share and profitability all
impacting 2018/19 results.
Of course, nobody at Dixons Carphone
thinks that this performance is anywhere
close to what we’re capable of. We also
have a responsibility to do the right thing.
We must protect our customers’ data; an
area we fell short of in the past and where
we continue to increase investment. We
must treat our customers fairly; as the FCA
fine for historic mobile phone insurance
practices reminded us in March 2019. We
have it in us to be a much more sustainably
valuable business. We also believe that
the way to achieve that is by delivering our
strategy to make our vision a reality. That
will take time. I said in December that three
years of heavy lifting lay ahead, before the
full benefits of that transformation can be
enjoyed. I stand by that.
We’re underway delivering on our
transformation that’s grounded in
our vision - We Help Everyone Enjoy
Amazing Technology. More details on
the strategy and our early progress
can be found on the following pages.
It’s a strategy that focuses on our core
business. It refocuses on two big priority
growth opportunities (credit and online);
on making customer relationships stickier
and more valuable through our customer
experience and through our services;
and on revitalising our mobile business.
To enable all this, we’re working hard to
have the most capable and committed
colleagues, working in One Business and
(completing the merger), with stronger
infrastructure. We are encouraged by
substantial early progress.
It matters that we deliver on our
promises to create a long-term
sustainable business here; it matters
to our 42,000 colleagues, their families
and the communities where they live
and work. It matters for our millions
of customers, whose lives we can
enrich by helping them choose and
afford the right technology for them:
we passionately believe in the power of
technology to improve people’s lives.
And of course, a more valuable and
sustainable business matters to our
shareholders (who can of course include
our colleagues). This is a business that
matters, that’s why my colleagues and
I are approaching our transformation
with a sense of responsibility as well as
excitement at the road ahead.
Finally, I’d like to say thank you to
all those capable and committed
colleagues, whose energy, ideas and
passion make me proud to work here,
and who have performed this year
while also getting underway with the
transformation of this great business. We
believe we are on the path to achieving
something big and worthwhile here.
Alex Baldock
Group Chief Executive
19 June 2019
8
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report Our Strategy
Dixons Carphone plc is a leading multinational consumer electrical and mobile
retailer and services company, employing over 42,000 people in nine countries.
Our vision is We Help Everyone Enjoy Amazing Technology and this is underpinned
by strategic levers to deliver it.
We
Help
Everyone
Enjoy
Amazing
Technology
We offer amazing
advice to our
customers through
assisted selling
We understand
technology and our
customers data
Capable and
committed
colleagues
We work together
as One Business
Stronger
infrastructure
We are big – we
have something for
everyone; range
We have an easy
end-to-end customer
experience
Our sites and
stores are amazing
We are affordable:
trusted on price and
through credit
We serve our
customers however
they want to shop:
online or in store
We are with
our customers
throughout the life of
the product – via our
Services
Our partnerships
with suppliers make
a big difference
Mobile is central
to our vision
We help, let’s start there. If we are to help customers
discover and choose the right technology for them then that
is through the assisted sale and it is through the data that
feeds that assisted sale. If we help everyone we need to
make the most of being big and that means having a range,
a much larger range than we currently have so that we do
have something for everyone. We need to make that range
accessible through making it affordable, both by being
trusted on price and through credit, which is a big profitable
growth opportunity for us.
We need to make that accessible to everyone however they
want to shop, whether it is online, in a store or both. Online
is another big profitable growth opportunity for us. In order
for customers to enjoy their technology, it needs to be
easy. We need to make the end to end customer experience
much easier than it is today, take the friction out of that
experience as well as make the most of our services to help
the customer make the most of their technology.
Finally, we help everyone enjoy amazing technology and
it should be amazing. We want to make our stores and
sites exciting as well as easy places to shop. Our privileged
relationships with suppliers play a large part here. Finally,
mobile is central to our vision, as one of the most, if not the
most important, piece of tech in all of our lives.
All of this requires some changes to our business and we
intend to have the most capable and committed colleagues
of all, working in truly one, joined up business, with much
stronger infrastructure than we have today. Everything in the
strategy matters and we’re going to do all of it. However,
some things matter most – if we land credit, online, mobile
and easy, and the enablers that make that possible, we
will be a long, long way towards a business that has more
engaged colleagues, more satisfied customers and a more
valuable and sustainable business for shareholders.
9
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report
Our Strategy continued
Big Four Levers of Value
Our strategy focuses on our core and on four things that matter most; two big profitable growth opportunities
in credit and online; giving our customers an easy experience and revitalising our mobile business.
Credit
We are affordable:
trusted on price and
through credit
Online
We serve our customers
however they want to shop:
online or in store
Easy
We have an easy
end to end customer
experience
Mobile
Mobile is central
to our vision
Credit
Online
Credit is a big and attractive growth opportunity for
us. It is the largest and the fastest-growing service
and it is easy to see why.
With credit, customers can spread the cost, affording
more and better technology. From our point of view, it
gives customers a reason to shop with us, rather than
with somebody else, which is why we see a greater
number of incremental new customers with credit. They
spend more, both more frequently and with a higher
average basket value. We retain them much better. The
retention rates on credit customers are significantly
higher than on cash customers. They have more reason
to stay in touch with us more frequently as they manage
their account, which gives us yet further opportunities
to sell to them.
Of course, paying by instalment also facilitates the
add-on sale of other services. We see higher warranty,
insurance, protection and repair product penetration
going along with credit customers than we do with
cash. Lastly, of course, if you do it right, credit is
profitable in its own right and we do fully intend to do
it right. This point is certainly not the least important.
We intend to be a responsible lender. We take our
obligations to do the right thing seriously. We now have
21,000 fully credit-trained, front-line colleagues and we
work in a responsible way with our partners. That will
not change.
We are building on some strong foundations. We have
a decent size credit business; already over 900,000
customers and over £420 million of credit sales.
We have already signed a much improved partnership
deal with our partner bank and are also underway
developing a new credit offer and a new IT platform to
go with it. We now have at the top of the organisation
people who are very experienced in consumer financial
services as well as our broader trained colleagues. For
all of these reasons, credit is a big opportunity where
we have strong foundations and headroom for growth.
Online is another big growth opportunity for us.
You have to go with the flow of how customers are
buying products and services. More than 100% of the
growth in retail is coming from online. We start with
some strong foundations to go after this opportunity.
We have £2 billion of online sales a year. Our online
sales are growing faster than the online market and we
have some interesting capabilities. However, we are still
underweight. Less than a third of our sales are online
today, compared to getting on for half of the market.
We have headroom for growth and we are going after it.
We are already accelerating our online growth. First, by
making it easy for customers. We are making it easier
for customers to find, buy and get what is right for them.
A much larger range, moving from 4,000 to 40,000
products over time is super-important online. That is
going to be a big contributor.
We are now focused on the priority channel within
online – mobile. Sales on a mobile phone, the phone as a
channel, account for more than 100% of online growth.
So we are 100% focused on that now including the
coming development of a transactional app.
We are putting a lot more money into online now.
It has a much greater priority when it comes to allocating
resources. We are working differently and we are making
some improvements to the online platform. But it is
also about making the most of what we have got that
others have not, which is being multichannel and being
multichannel at scale. It is extremely important for us to
have online and stores working closer together because
together we are stronger. For example, if you are a store
customer when you come into the store you will no
longer see a choice of at the very most 2,000 or 3,000
products. You will eventually have access to a choice
of 40,000 products due to the roll out of Store Mode
tablets. 5,500 tablets were rolled out this year. These are
vital because the colleague can now access that whole
range and bring it to the customer.
We have made good progress over the year with 11%
Group growth in online, and we expect further progress
across the Group in 2019/20.
10
Easy Easy MobileMobileCreditOnlineDixons Carphone plc Annual Report and Accounts 2018/19Strategic Report Easy
Mobile
We want to give our customers an ever-easier
experience.
Mobile is part of amazing technology
and it is central to our vision.
The easier you make it the more people buy. The more
friction you can take out of people’s experience the less
reasons exist to go elsewhere. The easy experience and
the services that allow customers to make the most of
their product throughout its life are two good reasons
for our customer relationships to become stickier and
more valuable.
We are committed to it. This is the number one
category in the market. It is the biggest category for
us. It is arguably the single-most important technology
product for the customer. We are still, despite our
challenges, number one in this market. We are
committed to it but clearly this is not a profitable part of
the business today and that needs to change.
Our intention is to become known for reliability and
consistency. We will build a cast iron reputation
for reliability. We are not trying to make the most
extravagant promises, for example, on delivery.
We will obsess about keeping those promises and
we will build that reputation for reliability that will
give us a competitive edge.
Then there are services. Services are the means of
making our customer relationships stickier and more
valuable. We have focused on the services that matter
most to our customers and that best play to our
strengths. Helping customers set up and connect,
protect, maintain, repair, trade-in and upgrade their
product. On repair we are moving towards having a
nationwide, competitive, accredited, same-day mobile
repair capability which will really allow us to stand out
in the market.
We are starting to see early signs that our efforts to give
customers an easy experience are being noticed, with
NPS in Currys PC World up by 7% in store, and up by
4% online. Carphone Warehouse NPS is also up 6%
and 8% for store and online respectively.
There are three main challenges that we are facing
in mobile and that we are dealing with:
– Market: Total volumes are down in the market as
customer behaviours change away from traditional
24 month post pay, towards buying handset and
connectivity separately, or towards more flexible
36 month credit based contracts;
– Share: Those shifts also impact our share as we are
weaker in SIM Only and absent on 36 month credit
contracts in mobile; and
– Profitability: We make less money, but we also have
legacy network volume commitments and a cost
base that is inflexible and too high.
So we are underway with addressing this:
– We have renegotiated all our legacy network
contracts to get them onto a more sustainable
footing;
– We are revamping our offer so we’re selling what
our customers want to buy through better terms
for our MVNO, iD, which has now reached 1 million
customers. And we’re developing more offers and
choice to launch when we are no longer constrained
by the network volume commitments; and
– Dealing with our cost base to be genuinely
One Business.
Improved partnerships, a much better offer and
significantly lower costs is the prize in mobile.
That is what we are going to deliver to customers
and shareholders.
11
Easy MobileCreditCreditOnlineOnlineDixons Carphone plc Annual Report and Accounts 2018/19Strategic Report Our Strategy
Our Strategy continued
Core Enablers
Our vision and strategy will be delivered through three core enablers; capable and committed colleagues,
working in one joined up business and strong infrastructure.
Capable & committed
colleagues
Working as
One Business
Stronger
Infrastructure
Capable & Committed Colleagues
Working as One Business
Stronger Infrastructure
Joining up the business for
customers and being better
joined up behind the scenes.
We are going to make much more
of a currently largely unexploited
cross-selling opportunity between
Carphone and Currys/PC World
customers for top-line benefit.
However, there is also a significant
bottom-line, cost benefit as
we bring the two businesses
together. One Business is what
we are calling it. That is effectively
making one business of Dixons
Carphone in people, process,
data, technology and the like to
complete the merger.
A big part of infrastructure is
better IT; our IT will go from
being a constraint, to an enabler,
to an accelerant for us.
That starts with a stronger supply
chain and some improvements
in the IT infrastructure. We have
started to build a single IT platform
which will provide us with new,
modern commerce capabilities,
enabling significant improvements
in our ways of working, greater
efficiency, and will ultimately
support us in delivering a much
easier, joined up multichannel
end to end experience for our
customers and colleagues behind
the scenes, that allows us to
deliver on our promises.
Capable and committed
colleagues are our greatest
advantage – and we have
increased our investment in
front-line training, for example,
with better induction, better
product training and Customer
First assisted sales training.
Colleagues also now have more
tools to do the job – like store
mode tablets, and there is more
to come. Another highlight is the
Colleague Shareholder Scheme
designed to align and energise all
colleagues behind this strategy,
and bring together different people
from different businesses into truly
one business in a concrete way.
We’ve made all our colleagues
future shareholders, by awarding
them at least £1,000 of shares
– something we are particularly
proud and excited about.
12
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report
CASE STUDY
A well invested
store estate
t
r
o
p
e
R
c
i
g
e
t
a
r
t
S
Our stores should be exciting places
of discovery, where customers can
discover and choose the amazing
technology that is right for them.
That is why we are investing in our stores. We are going
to improve our range on offer and give more space to our
categories that customers want more of; large screen TVs,
Smart Home and gaming.
We will introduce experience zones bringing technology to
life with demo areas for cooking, laundry and gaming. Our
Gaming Battlegrounds will allow customers to engage with
products in an exciting way.
Through our Store Mode tablets, we will bring the online
experience into stores and increase our range so there is
something for everyone.
Dixons Carphone plc Annual Report and Accounts 2018/19
13
Our Markets
Our Markets
WE ARE THE
MARKET LEADER
IN EVERY
MARKET THAT
WE OPERATE IN
Our brands
Currys PC World
Elkjøp
Carphone
Warehouse
iD Mobile
Dixons Travel
Elgiganten
Kotsovolos
Gigantti
We have strong customer franchise
reflecting our relevance to customers
Store visits
205
MILLION
Website visits
700
MILLION
Clear market leader1
Where we operate
We are the market leader in every market that we operate
in. Our brands, which include Currys PC World, Carphone
Warehouse and iD Mobile in the UK & Ireland, Elkjøp,
Elgiganten and Gigantti in the Nordic countries and
Kotsovolos in Greece all provide nationwide presence.
We also operate under the Dixons Travel brand within UK
airports as well as in Dublin and Oslo.
Our service brand is Team Knowhow in the UK, Ireland
and the Nordics. We have extensive after sales service
capabilities and we focus on the services that matter
most to our customers and that best play to our strengths.
The Group’s core retail focus is the sale of consumer
electricals including mobile phone products. We have a
significant services capability providing finance, delivery
and installation, set up and connectivity, protection,
maintenance, repair and trade-in and upgrade services
to help customers throughout the life of their products.
The consumer electrical and mobile phone hardware
markets are served by a relatively small number of global
manufacturers and mobile connectivity is predominantly
led by a small number of mobile network operators (MNOs).
These suppliers can access markets directly through their
own branded stores and online channels, or more widely,
via partnering with third parties. Established businesses like
ours, with well-regarded brands, sizeable market shares
and nationwide store footprints and significant after sales
service capabilities provide suppliers with the widest and
most efficient access to the largest number of consumers.
Our B2B function operates in clearly defined channels
within the Currys PC World and Carphone Warehouse store
network as well as on two independent websites and in
a dedicated UK call centre. It sells a wide range of mixed
electrical and connectivity products across its two websites.
In addition to our well established relationships with MNO
and Mobile Virtual Network Operator (MVNO) partners, we
also operate our own MVNO, iD Mobile, in partnership with
the MNO Three. iD Mobile continues to grow its customer
base and reached 1 million customers at May 2019. It also
recently agreed a new deal with Three allowing it to be more
competitive in the SIM only market.
UK & Ireland electricals
UK & Ireland mobile
(postpay)
Nordics
Greece
26.0%
18.9%
25.5%
35.0%
1 GfK. DC internal analysis of market share and supplier data for 2018/19
14
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report
CASE STUDY
Dixons Carphone Race
to the Stones 2018
£600k+
raised for 100+
UK charities
AWARD
WINNING
Best use of employee
engagement in
sponsorship at the
2018 European
Sponsorship
Awards
In July 2018, we activated our headline
sponsorship of the multi-award winning
Dixons Carphone Race to the Stones for
the 5th year. Over 2,800 people chose
to run, trek or walk along the ancient
Ridgeway to Avebury Stone Circle,
raising over £600k for over 100 UK
charities, including £20k for our charity
partner, The Mix, by 156 participating
colleagues who also raised funds for
their own community causes.
This two-day 100km ultra challenge won the ‘UK’s best
endurance event’ at the Running Awards for a record
breaking third time. It also won the ‘Best use of employee
engagement in sponsorship’ at the 2018 European
Sponsorship Awards and it won bronze for ‘the best
engagement of an internal audience in a CSR programme’
at the 2019 Corporate Engagement Awards.
The Dixons Carphone ‘half way hub’ provided a live
environment for our suppliers including Fitbit, Go Pro and
Nutri Bullet to engage participants with their amazing fitness
technology and wellness products.
Since our collaboration in 2014, this event has raised over
£1.7 million for charity and in January 2018 was profiled in
the Financial Times Health at Work supplement as a best
practice example.
We continue our headline sponsorship in 2019 with the
event on track for a sell-out year with more female than
male participants for the first time; an unprecedented
example in the endurance event marketplace.
Dixons Carphone plc Annual Report and Accounts 2018/19
15
Strategic Report Our Business Model
Dixons Carphone is uniquely placed to help customers
We have developed a
clear vision underpinned
by strategic levers of value,
We Help Everyone Enjoy
Amazing Technology.
The customer is central to our model. We want to provide
the end to end journey needs of our customers with a
seamless and personalised experience where convenience,
ease of navigation and simplicity are key in attracting
customers to shop with us whether its online, instore or a
combination of both. By building a sustainable business, we
will create long term value for our shareholders as well as
delivering our promises to customers and colleagues.
THE OPPORTUNITY STARTS
WITH THE CUSTOMER
They find tech exciting
and amazing...
They value help to discover
and choose...
but also confusing
and expensive.
16
and to afford the item
they really want...
to get the most out of it.
DISCOVER
& CHOOSE
AFFORD
TRADE-IN
& UPGRADE
DELIVERY &
INSTALLATION
Technology
REPAIR
PROTECT
MAINTAIN
SET UP &
CONNECTIVITY
Building a sustainable business
FINANCIAL
UPSIDE
GROWTH
OPPORTUNITIES
CUSTOMER
EXPERIENCE
ONE
BUSINESS
Top line
growth
Credit
Easy
Lower
cost
>3.5% EBIT
Margin
>£1bn free
cash flow
Online
Services
Stronger
infrastructure
MOBILE
Market
leading
(postpay)
Profitable
& cash
generative
SHAREHOLDERS
CUSTOMERS
COLLEAGUES
SOCIETY
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report
Dixons Carphone is uniquely placed to help customers
DISCOVER
& CHOOSE
AFFORD
TRADE-IN
& UPGRADE
DELIVERY &
INSTALLATION
Technology
REPAIR
PROTECT
MAINTAIN
SET UP &
CONNECTIVITY
Building a sustainable business
FINANCIAL
UPSIDE
GROWTH
OPPORTUNITIES
CUSTOMER
EXPERIENCE
ONE
BUSINESS
Top line
growth
Credit
Easy
Lower
cost
>3.5% EBIT
Margin
>£1bn free
cash flow
Online
Services
Stronger
infrastructure
MOBILE
Market
leading
(postpay)
Profitable
& cash
generative
SHAREHOLDERS
CUSTOMERS
COLLEAGUES
SOCIETY
17
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report Our Capabilities
Multi-channel retailing at scale
CORE
RETAIL SKILLS
NEW
CAPABILITIES
Core Retail Skills
Our distribution is one of the keys to success in
maintaining competitive margins and delivering an
outstanding, market-beating service to customers.
It is one of our scale assets, delivering a competitive
multichannel retail proposition which cannot be replicated
by pure play online competitors and retailers with a smaller
footprint. We operate a centralised system of distribution
centres for each of the regions in which we operate. This
delivers significant competitive advantages, including
reduced operating costs, reduced supplier delivery costs,
reduced stock volumes in store, increased flexibility as
to where and when to deliver and a more efficient home
delivery network for both us and our customers.
Assisted selling is at the heart of why customers come
to us, and with capable and committed colleagues we are
equipped to assess customer needs. Being a leader in each
of our markets is a key driver of our strong and longstanding
relationships with key technology suppliers. These
relationships enable us to secure supply of the latest product
releases and showcase the latest technology, connectivity
and products in store with areas dedicated to key suppliers
such as Apple, Samsung, Microsoft and many others. These
formats are highly valued by suppliers because they provide
an attractive and differentiated “shop window” that cannot be
replicated by pure play online competitors.
Services
Customers value help, not just in discovering and
choosing the right technology for them but also in
getting the most out of it over its life. They also value
affording it, having it delivered, installed, set up, connected,
protected, maintained, traded-in and upgraded. Our ability
to deliver these services stems primarily from our scale.
We are the UK’s leading technology support business
with more than 11.0 million warranty and insurance
customers; 1.0 million mobile repairs per year; 4.0 million
home visits per year; 475k computer and TV repairs per
year and 390k white goods repairs. We are moving toward a
nationwide, competitive, accredited, same day mobile repair
capability which will differentiate us from our competitors. In
2018/19, we made 3.6 million big box deliveries, 4.0 million
small box deliveries and performed 1.9 million installations.
We have Europe’s largest tech and white goods repair
facility in Newark with more technical support agents than
any other business providing a nationwide solution. This is a
complex business to replicate.
Strong
capabilities
OUR
COLLEAGUES
FLEXIBLE
WELL INVESTED
SERVICES
Our Colleagues
Capable and committed colleagues are our greatest
advantage and will be a key enabler of our strategy.
We want Dixons Carphone to be a magnet for talent.
We have a new leadership team in place with fewer layers,
bringing management closer to the heart of the business;
the customer. We have improved training programmes
which encompass induction, better product training and the
Customer First assisted sales training. We must help our
colleagues help customers and we are investing more in the
colleague experience. We are seeing good improvements
following investment in our colleagues both in terms of
training and contact centre capabilities with significant
declines in complaints and escalations.
Flexible Well Invested Stores
We continue to invest to make our stores best in class
and provide a consistent experience with the latest product
categories and look-and-feel right across our estate.
In the UK & Ireland our 3-in-1 stores are well invested,
with a reducing average lease length remaining of 4 years
and in the Nordics we have successfully consolidated our
Norwegian brands over the year. We also intend to roll
out additional gaming and experience zones throughout
our stores, as well as move towards larger category
representation in higher growth areas, such as smart
technology.
We have an ongoing process of reviewing our store estate
where our objective is to have the right estate for each
territory in which we operate and to best utilise our 3-in-
1 stores in the UK & Ireland. To this end, we closed 105
standalone Carphone stores during 2018/19.
New Capabilities
We are developing new capabilities in relation to data,
analytics and digital. We have strong foundations in online
and are continuing to develop progressive capabilities in
areas like data, insight and analytics in digital marketing,
technology and also more advanced services in order to
enable and boost our strong market leadership position. We
aim to improve our data capabilities to personalise pricing at
high speed through analytics and deep customer insights.
18
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report
CASE STUDY
International business
achievements and milestones
Key achievements
in 2018/19
Credit
– Introduced RenewIt
Online
– Online growth in the Nordics
of 24%
Easy
– Launched 1 hour click & collect
and in store repair service
Key milestones
for 2019/20
– Rolling out SmartHome concept
and marketing
– Continue to grow product range
and invest in employee training
– Continue to roll out new and
more exciting store concepts,
including gaming, smart home
and kitchen zones
We have a strong international
business in the Nordics and
Greece generating around 40%
of the Group’s profits and
continuing to grow its market
leading positions.
Full year results show good top and bottom line
trajectory with strong management teams in place.
The focus of our transformation today is on the UK
& Ireland but we have a clear, locally tailored plan
that is consistent with the UK. This includes growth
opportunities in B2B, online, credit, an easy customer
experience and focused on two growth categories,
smart home and kitchen.
Dixons Carphone plc Annual Report and Accounts 2018/19
19
Strategic Report Strategy Roadmap
and Milestones
Strategic Levers
2018/19 Milestones
Credit
Online
Easy
Mobile
New agreement with BNP Paribas
New credit leadership team
Launched credit monthly payment point
of sale solution online and in store
Up to 30% improvement in on-site speed
Midnight cut-off for small box next day delivery
Launched a “Point & Place” app – allowing
customers to visualise products in their own home
Improvements in right first time delivery
and installation in supply chain
Improvements in first time contact
resolution in contact centres
Development of sustainable product
service, embedded across customer
training programmes
Renegotiated mobile network contracts
1 million customers for iD Mobile
Expanded offer of SIM-only propositions
20
Dixons Carphone plc Annual Report and Accounts 2018/19
Strategic Report 2019/20 Milestones
Improvement in customer journey
including account opening
Roll out further specific training
More tailored offers to meet customer needs
Grow range by additional 5,000 products
Development of smartphone app
Further improvements around navigation,
personalised journeys and new ways to
drive services growth online
Development of further self service features
to reduce contact centre call rates
Relaunch our product protection proposition
this year, becoming an insurer in the UK
Enhanced flexible services to make it easier for
customers to enjoy their product throughout its life
Acceleration towards One Business
Roll-out credit offering to mobile handsets
Expanding connectivity offering
Principal risks* to achieving
2019/20 Milestones
3, 4, 5, 6, 7
1, 5, 6, 7, 11
1, 2, 5, 6
1, 3, 4
* Principal risks to achieving the
Group’s objectives on pages 22–24
Dixons Carphone plc Annual Report and Accounts 2018/19
21
Strategic Report Principal Risks to Achieving
the Group’s Objectives
The Group recognises that taking risks is an inherent part of doing business and that competitive advantage can be
gained through effectively managing risk. The Group continues to develop robust risk management processes, integrating
risk management into business decision-making. The Group’s approach to risk management is set out in the Corporate
Governance Report on pages 57 to 59. The risks are linked to the strategy on pages 9 to 12. The principal risks and
uncertainties, together with their potential impacts and changes in net risk since the last report, are set out in the tables
below along with an illustration of what is being done to mitigate them.
Risk category:
Strategic
Changes since
last report
This risk has
remained stable
over 2018/19.
Risk category:
Strategic
Changes since
last report
This risk has
increased over
the period
2018/19 given
the uncertainty
associated with
Brexit.
Risk category:
Strategic
Changes since
last report
This risk has
remained
unchanged over
2018/19, although
delivery of the
Transformation
Plan will aim to
reduce this risk
over the 2019/20
period.
Risk category:
Regulatory
Changes since
last report
This risk has
remained stable
over 2018/19.
Risks and potential impacts
1 Dependence on key suppliers
What is the risk?
The Group is dependent on
relationships with key suppliers
to source products on which
availability may be limited.
2 Impact of Brexit
What is the risk?
Economic uncertainty and impact
on consumer confidence caused
by the decision of the UK to leave
the European Union (‘Brexit’).
Longer term changes in
regulation and other frameworks
that may impact our ability to
operate across our European
businesses.
3 Business Transformation
What is the risk?
Failure to respond with a business
model that enables the business
to compete against a broad range
of competitors on service, price
and / or product range.
Failure to respond effectively to
shifting market dynamics in the
mobile sector such as network
and hardware disintermediation.
Failure to respond to changes
in consumer preferences and
behaviours.
Risk owner:
Chief Commercial Officer
What is the impact?
– Reduced revenue and
profitability
How we manage it
Ensuring alignment of Key Suppliers to the opportunities
presented through the Future DC Strategy
– Deteriorating cash flow
– Reduced market share
Continuing to leverage the scale of operations to
strengthen relationships with key suppliers and maintain a
good supply of scarce products
Risk owner:
Group Chief Executive
What is the impact?
– Reduced revenue and
How we manage it
– Contingency planning to address immediate operational
profitability
impacts
– Deteriorating cash flow
– Monitoring of wider regulatory and legislative changes
– Reduced market share
– Strategic and business planning
– Credit facilities in place
– Foreign exchange hedging to mitigate impact of
currency fluctuation
Risk owner:
Group Chief Executive
What is the impact?
– Reduced revenue and
How we manage it
– Future DC Strategy defined and communicated
profitability
– New Executive Committee in place and Global
– Deteriorating cash flow
Leadership team established
– Reduced market share
– Management and Operating Model restructured to
create joined up business
– Transformation Programme office established and
delivering key strategic objectives
– Renegotiated contracts with the MNOs
– Launch of new customer credit proposition
4 Non-compliance with Financial Conduct Authority (‘FCA’)
and other financial services regulation
Risk owner:
Chief Customer Officer
What is the risk?
Failure to manage the business
of the Group in compliance with
FCA regulation and other financial
services regulation to which the
Group is subject in a number
of areas including the mobile
insurance operations of The
Carphone Warehouse Limited
and the consumer credit activities
of DSG Retail Limited.
What is the impact?
– Reputational damage
– Financial penalties
– Reduced revenues and
profitability
– Deteriorating cash flow
– Customer
compensation
– Loss of competitive
advantage
How we manage it
– Board oversight and risk management structures
actively monitor compliance and ensure that the
Company’s culture puts customer outcomes first
– Approved Persons perform oversight, monitoring of
compliance, adherence to policy and monitoring of any
required mitigating actions
– Internal committees, including a dedicated FCA
compliance committee, and control structures to
ensure appropriate compliance (e.g. undertaking quality
assurance procedures for samples of mobile phone
sales) and to react swiftly should issues arise
– Continuous review of the operation and effectiveness
of compliance standards and controls, with the
development of control improvement plans where
required
– Compliance training programmes for colleagues
22
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report 5 Data Protection
What is the risk?
Major loss of customer,
colleague, or business
sensitive data.
Adequacy of internal
systems, policy, procedures
and processes to comply
with the requirements of
EU General Data Protection
Regulation (‘GDPR’).
6 IT systems and infrastructure
What is the risk?
Failure to appropriately
invest in IT systems and
infrastructure, or an inability
to effectively integrate IT
assets across the Group
constrains the Group’s
ability to grow and / or
adapt quickly. A key system
becomes unavailable for a
period of time.
7 Information security
What is the risk?
Vulnerability to attack,
malware, and associated
cyber risks.
Risk owner:
Chief Customer Officer
What is the impact?
– Reputational damage
– Financial penalties
– Reduced revenue and
profitability
– Deteriorating cash flow
– Loss of competitive
advantage
– Customer
compensation
How we manage it
– The operation of a Data Management Function to ensure
compliance with GDPR compliant operational processes
and controls
– The operation of a Data Protection Office to ensure
appropriate governance and oversight on the Group’s
data protection activities. Control activities operate
over management of customer and employee data in
accordance with the Group’s data protection policy
and processes
– Investment in information security safeguards and
IT security controls and monitoring
Risk owner:
Chief Customer Officer
What is the impact?
– Reduced revenue and
How we manage it
– Ongoing IT transformation to align IT infrastructure to
profitability
Future DC strategy
– Deteriorating cash flow
– Significant investment being made in IT systems and
– Loss of competitive
advantage
– Restricted growth and
adaptability
– Reputational damage
infrastructure across the Group, supported by rigorous
testing processes
– Individual system recovery plans in place in the event
of failure which are tested regularly, with full recovery
infrastructure available for critical systems
– Long-term partnerships with ‘tier 1’ application and
infrastructure providers established
Risk owner:
Group Chief Financial Officer
What is the impact?
– Reputational damage
– Financial penalties
– Reduced revenue and
profitability
– Deteriorating cash flow
– Customer
compensation
How we manage it
– Investment in information security safeguards, IT security
controls, monitoring, in-house expertise and resources as
part of a managed information security improvement plan
– Information Security and Data Protection Committee
comprising senior management, set up with responsibility
for oversight, co-ordination and monitoring of information
security policy and risk
– Information security policy and standards defined and
– Loss of competitive
communicated
advantage
8 Health and Safety
What is the risk?
Failure to effectively
protect customers and
/ or colleagues and / or
contractors from injury or
loss of life.
What is the impact?
– Employee / customer
injury or loss of life
– Reputational damage
– Financial penalties
– Training and awareness programmes for employees
– Audit programme over key suppliers’ information security
standards
– Introduction of enhanced security tooling
– Ongoing programme of penetration testing
Risk owner:
Chief Operating Officer
How we manage it
– Group Health and Safety strategy
– Group Health and Safety policy
– Health and Safety management / governance committee
– Comprehensive set of policies and standards supporting
– Legal action
continued improvement
– Operational Health and Safety teams located across
business units
– Risk assessment programme covering retail, support
centres, distribution and home services
– Health and Safety training and development framework
– Health and Safety inspection programme
– Audit programme including factory audits for own brand
products and third-party supply chains
Risk category:
Regulatory
Changes since
last report
The risk has
decreased over
2018/19 as GDPR
compliance
processes have
begun BAU
operation.
Risk category:
Technology
Changes since
last report
This risk has
increased in
2018/19 as a result
of deficiencies
arising from the
implementation of
the new finance
system
Risk category:
Risk Operational
Changes since
last report
Despite substantial
investment in this
area, our overall
information security
risk position has
increased in
2018/19 as a result
of a background
of an increasing
external threat
environment
Risk category:
Operational
Changes since
last report
This risk has
decreased in
2018/19 as a result
of continuing action
to improve our
Health and Safety
processes.
23
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report Principal Risks to Achieving
the Group’s Objectives
9 Business Continuity
What is the risk?
A major incident impacts the
Group’s ability to trade and
business continuity plans
are not effective, resulting
in an inadequate incident
response.
10 Tax liabilities
What is the risk?
Crystallisation of potential
tax exposures resulting
from legacy corporate
transactions, employee and
sales taxes arising from
periodic tax audits and
investigations across the
various jurisdictions in which
the Group operates.
11 Product Safety
What is the risk?
Unsuitable procedures and
due diligence regarding
product safety, particularly
in relation to OEM sourced
product, may result in poor
quality or unsafe products
provided to customers
which pose risk to customer
health and safety.
Risk owner:
Chief Operating Officer
What is the impact?
– Reduced revenue and
How we manage it
– Business continuity and crisis management plans in place
profitability
and tested for key business locations
– Deteriorating cash flow
– Disaster recovery plans in place and tested for key IT
– Reputational damage
– Loss of competitive
advantage
systems and data centres
– Crisis team appointed to manage response to significant
events
– Major risks insured
Risk owner:
Group Chief Financial Officer
What is the impact?
– Financial penalties
How we manage it
– Board and internal committee oversight that actively
– Reduced cash flow
– Reputational damage
monitors tax strategy implementation
– Appropriate engagement of third-party specialists to
provide independent advice where deemed appropriate
Risk owner:
Chief Operating Officer
What is the impact?
– Financial penalties
How we manage it
– Factory Audits conducted over OEM suppliers
– Reduced cash flow
– Technical Evaluation of OEM products prior to production
– Reputational damage
– Product inspection of OEM products prior to shipment
– Monitoring of reported incidents
– Safety Governance reviews conducted by internal by
Technical and Business Standards teams
12 Long term and diversification of funding
Risk owner:
Group Chief Financial Officer
What is the risk?
Ensuring that the nature
and structure of the Group’s
committed funding activities
remain optimal.
What is the impact?
– Restricted growth and
How we manage it
– Unsecured credit/loan facilities
adaptability
– Regular review of the long term and short-term cash flow
– Reputational damage
projections for the business
– Regular review of the Group’s capital structure
Risk category:
Operational
Changes since
last report
This risk has
remained stable
over 2018/19.
Risk category:
Financial
Changes since
last report
The Group
continues to
co-operate with
HMRC in relation to
open tax enquiries.
Whilst the quantum
of the risk has
remained stable,
the likelihood
of litigation has
increased over
2018/19.
Risk category:
Operational
Changes since
last report
This risk was added
to the Group risk
profile in 2018/19
as disclosed in the
12 December 2018
interim statement.
Risk category:
Financial
Changes since
last report
This risk was added
to the Group risk
profile in 2018/19
following the new
management team
decision to explore
the potential for
more diverse
sources of funding.
24
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report Dixons Carphone plc Annual Report and Accounts 2018/19
25
Strategic Report Performance
Review
Highlights: 12 months to 27 April 2019
– Gained market share in electricals in all territories
– Group FY like-for-like revenue(3) up 1%; UK & Ireland electricals like-for-like revenue(3) up 1%;
International like-for-like revenue(3) up 4%; UK & Ireland mobile like-for-like revenue(3) down 4%
– Statutory revenue down 1% to £10,433 million
– Group headline PBT(1) of £298 million (2017/18: £382 million):
– Statutory loss before tax of £259 million (2017/18: profit of £289 million), including non-headline
charges of £557 million (2017/18: £93 million), primarily non-cash impairments relating to the
changing UK mobile market, as outlined in December interim results, mainly goodwill(4)
– Free cash flow(5) of £153 million (2017/18: £172 million). Operating cash flow of £286 million
(2017/18: £312 million)
– Net debt(6) of £265 million (2017/18: £249 million)
– Final dividend of 4.50p proposed (2017/18: 7.75p), full year dividend at 6.75p (2017/18: 11.25p)
Note
(4)
(4)
Headline results(1)
UK & Ireland electricals
UK & Ireland mobile
UK & Ireland
Nordics
Greece
International
Group
Net finance costs
Profit before tax
Tax
Profit after tax
Total non-headline items
Statutory (loss)/profit after tax
Headline basic EPS
Notes.
Headline revenue(1)
Headline profit / (loss) (1)
2018/19
£million
2017/18
£million
Reported
rate %
change
Local
currency(2)
% change
Like-for-
like(3)
% change
2018/19
£million
2017/18
£million
4,475
1,998
6,473
3,501
459
3,960
4,412
2,233
6,645
3,470
410
3,880
10,433
10,525
1%
1%
(11)%
(11)%
(3)%
1%
12%
2%
(1)%
(3)%
4%
13%
5%
–
1%
(4)%
–
3%
13%
4%
1%
180
9
189
112
21
133
322
(24)
298
(62)
236
(556)
(320)
231
43
274
106
20
126
400
(18)
382
(79)
303
(137)
166
20.4p
26.2p
(1) Headline results exclude amortisation of acquisition intangibles, significant reorganisation costs, significant impairments, businesses to be exited, property
rationalisation costs, acquisition-related costs, net interest on defined benefit pension schemes and discontinued operations. Such excluded items are described
as ‘non-headline’. For further details see note 4 of the Group financial statements.
(2) Change in local currency revenue reflects total revenues on a constant currency and period basis, as defined in the glossary on page 189.
(3) Like-for-like revenue is defined in the glossary on page 188.
(4) During the period, the reportable segments of the Group have been changed and comparatives restated accordingly. The restatement is detailed in note 2 to the
Group financial statements. As part of the strategic review, the Group has separated the previous UK & Ireland operating segment into the separate electricals
and mobile operating segments. Given the challenges in the mobile market, and the corresponding change in the UK & Ireland mobile performance in the period,
the Group has changed the information presented to the Board to provide greater clarity over the relative performance of the two UK & Ireland businesses and to
support decisions related to the allocation of the Group’s resources. This change has included the provision of separate financial information being provided in
respect of the UK & Ireland mobile and electricals segments. As a result of the change, the goodwill previously allocated to the UK & Ireland has been separated
into UK & Ireland electricals and UK & Ireland mobile and an impairment review was then performed over the new segments. This identified a material non-cash
impairment charge of £225 million recorded over the goodwill of the UK & Ireland mobile segment, together with impairment of related assets of £122 million and
additional onerous lease charges of £36 million to be recorded against individual stores.
(5) Free cash flow is defined in the glossary on page 190.
(6) Net debt is defined in the glossary on page 190.
26
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report
Certain statements made in this Annual Report are forward-
looking. Such statements are based on current expectations
and are subject to a number of risks and uncertainties
that could cause actual results to differ materially from
any expected future events or results referred to in these
forward-looking statements. Dixons Carphone has in place
substantial contingency plans to mitigate the expected
operational disruption that could arise in the event of a ‘hard
Brexit’. However, all financial guidance is provided on the
basis that there is no significant change in macroeconomic
outlook. Unless otherwise required by applicable laws,
regulations or accounting standards, we do not undertake
any obligation to update or revise any forward-looking
statements, whether as a result of new information, future
developments or otherwise. Information contained on the
Dixons Carphone plc website or the Twitter feed does not
form part of this Annual Report and should not be relied on
as such.
Headline performance review
The performance review below refers, unless otherwise
stated, to headline information for continuing businesses.
The basis for the preparation of this information, including
restatements due to businesses to be exited, discontinued
operations and segmental classification, is described above.
Statutory results are described on page 29.
Group
Group headline revenue decreased by 1% in Sterling terms
to £10,433 million (2017/18: £10,525 million) and was flat on
a local currency basis. Like-for-like revenue growth was 1%,
reflecting strong performance in Greece (like-for-like growth
of 13%) and the Nordic region (like-for-like growth of 3%).
UK & Ireland electricals delivered 1% like-for-like growth
whilst UK & Ireland mobile declined by 4%.
Headline EBIT has decreased £78 million to £322 million,
as higher headline EBIT in our International businesses was
more than offset by lower UK & Ireland electricals and UK &
Ireland mobile.
UK & Ireland electricals
Headline revenue increased by 1% to £4,475 million
(2017/18: £4,412 million), with full year like-for-like revenue
growth of 1%. Overall market share increased and growth
was predominantly driven in large screen TVs, gaming, small
white goods and smart home and fitness products. Softer
categories included imaging and audio. Our online business
continued to grow strongly with revenue growth of 9% and,
increasingly, customers took advantage of the ability to
order online and collect in store.
Headline EBIT decreased by £51 million to £180 million
(2017/18: £231 million). Gross margins were down 100bps,
with the majority of this in the first half, negatively impacted
by changes in channel mix which drove higher demand for
delivery and installation, and lower services adoption rates
as we reconfigured our service proposition. Year-on-year
EBIT was impacted by prior year systems reconciliation
releases (£16 million), prior year benefit from changes in the
cost profile of customer support agreements (£4 million)
and negative impact from the current year implementation
of IFRS15 on revenue from customer support agreements
(£5 million). In total these items accounted for £25 million of
the year-on-year decline, of which £15 million occurred in
the second half of the year. There were also benefits from
the previously announced reorganisation offset by higher
depreciation from IT systems brought online during the year.
UK & Ireland mobile
Total headline revenue of £1,998 million was recognised in
the year (2017/18: £2,233 million) which included £7 million
of out of period revenue (2017/18: £3 million). Like-for-like
revenue for the full year were down 4%. The like-for-like
decrease reflected the decline in the 24 month postpay
market during the period. Online continued to grow as a
share of business and our MVNO, iD Mobile, saw good
growth to reach a million customers. Overall revenue was
impacted by store closures, network commissions income
and lower Connected World Services activity.
Headline EBIT decreased by £34 million to £9 million
(2017/18: £43 million) reflecting the decrease in sales.
Overall gross margins were up 50bps year-on-year.
Headline EBIT included negative revaluations of £32
million (2017/18: £30 million) due to changes in customer
behaviour and legislative impacts on previously recognised
transactions. In year network commissions income was
impacted by the recent implementation of customer bill
capping and provisions for future regulatory changes
(£31 million). Current year EBIT included an £18 million
depreciation benefit from asset impairments recognised in
the first half, cost savings from store closures and benefits
flowing from the previously announced reorganisation whilst
prior year EBIT included £9 million benefit from systems
reconciliation releases which have not been repeated in the
current year.
Nordics
The year saw a strong performance in the Nordics with
4% local currency revenue growth. Reported revenue
was up 1% to £3,501 million (2017/18: £3,470 million), the
difference from local currency due to the strengthening in
the Pound.
Like-for-like revenue grew by 3%, and market share
increased, with good growth in most categories particularly
in telecoms, gaming and white goods, supported by strong
online growth of 24%. Softer categories included computing
and consumer electronics.
Gross margin improved c.10bps, coupled with improved
distribution cost efficiencies following the previously
announced investments in the Jönköping distribution centre,
as well as efficiencies resulting from the consolidation of
brands in Norway, with the rebranding of Lefdal.
As a result, Nordics headline EBIT improved by £6 million to
£112 million (2017/18: £106 million).
27
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report Performance
Review continued
Greece
Greece continued to grow strongly, with like-for-like revenue
increasing 13%, local currency revenue increasing 13%
and reported revenue increasing 12% to £459 million
(2017/18: £410 million), with market share increasing
across all categories. Gross margins remained stable,
and reported EBIT increased to £21 million (2017/18: £20
million), reflecting continued investment in core operations
to support future growth.
Net finance costs
Headline net finance costs were £24 million (2017/18:
£18 million). The increase in net financing costs reflected
higher usage of the revolving credit facility as the supplier
funding working capital facility was used less. Finance
income included within the net finance cost reduced by
£3 million to £11 million due to the financing element of
network income declining with total network income.
Tax
The headline effective tax rate for the full year was 21%
(2017/18: 21%). The rate was higher than the UK statutory
rate of 19% mainly due to higher statutory rates in the
Nordics and certain non-deductible items mainly in the UK.
Cash and movement on net debt
Free Cash Flow
Headline EBIT
Depreciation and amortisation
Working capital
Capital expenditure
Taxation
Interest
Other items
Free cash flow before exceptional
items – continuing operations
Exceptional costs
Free Cash Flow
2018/19
£million
2017/18
£million
322
146
24
(166)
(45)
(30)
9
260
(107)
153
400
160
(80)
(173)
(63)
(25)
–
219
(47)
172
Free Cash Flow was an inflow of £153 million (2017/18:
£172 million), a decrease of 11% for the reasons described
below.
The Group experienced a working capital inflow of £24
million (2017/18: £80 million outflow), largely as a result
of the unwind of the capitalised network debtor. This was
partly offset by an increase in the UK & Ireland electricals
inventory of £37 million including a buffer in case of ‘hard
Brexit’, lower than planned sales at year end because of
the unusually warm Easter weekend, favourable payment
timings last year not repeated and adverse debtor timing
this year end. Overall £30 million of this working capital
movement will reverse in FY20.
Capital expenditure in the period was £166 million (2017/18:
£173 million). The year-on-year decrease reflected a
small pause whilst new strategy plans were completed.
Investment will build in FY20 as the transformation
accelerates.
Taxation paid in the year reduced from £63 million to £45
million due to overpayments in prior periods recovered in
the year and the impact of reduced profitability.
The increase in interest paid was primarily as a result of
higher usage on the revolving credit facility as explained
above.
Exceptional costs primarily comprised of the cash costs
associated with the transformation activities, the property
rationalisation programme and the regulatory fine noted
below within non-headline items.
A reconciliation of cash inflow from operations to free
cash flow is presented in note 26c to the Group financial
statements.
Funding
Free Cash Flow
Dividends
Acquisitions and disposals including
discontinued operations
Special pension contributions
Other items
Movement in net debt
Opening net debt
Closing net debt
2018/19
£million
2017/18
£million
153
(116)
(1)
(46)
(6)
(16)
(249)
(265)
172
(130)
24
(46)
2
22
(271)
(249)
At 27 April 2019 the Group had net debt of £265 million, an
increase of £16 million from £249 million in the prior year.
Free Cash Flow was an inflow of £153 million (2017/18:
£172 million) for the reasons described above.
Dividend cash outflows decreased from £130 million in the
prior year to £116 million in current year reflecting a year-
on-year decrease in FY 2018/19 interim dividend paid.
Net cash outflows of £1 million from acquisitions and
disposals in the current year primarily related to deferred
consideration paid for the historical acquisition of the
Epoq kitchen business, consideration received for the
sale of honeybee of £8 million, offset by £5 million of
additional payments for honeybee related costs, £3 million
payment for warranties in relation to previously disposed
operations in Portugal. Prior year cash outflows related to
cash received following the sale of the Group’s Sprint joint
venture and Spanish operations, net of the operating and
investing cash flows associated with the now discontinued
honeybee operations. The pension contributions reflected
the agreed deficit reduction plan following the 2016 triennial
valuation. Other items primarily related to foreign exchange
movements on net debt.
The average net debt during the year was £439 million
(2017/18: £405 million) up year-on-year because of
the lower usage of the supplier funding working capital
facility. The year end net debt balance was £265 million
with the difference between this and the average net debt
representing the seasonal funding requirements of the
Group.
28
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report
Statutory performance review
Income statement – continuing operations
Revenue
EBIT
Net finance costs
(Loss)/profit before tax
Tax
2018/19
£million
2017/18
£million
10,433
10,531
(223)
(36)
(259)
(52)
321
(32)
289
(53)
(Loss)/profit after tax – continuing
operations
(311)
236
Non-headline items
Statutory loss before tax of £259 million (2017/18: £289
million profit) includes non-headline charges of £557 million
(2017/18: £93 million). These charges are analysed below.
Further details can be found in note 4 to the Group financial
statements.
2018/19
£million
2017/18
£million
Acquisition and disposal related items
Strategic change programmes
Data Incident costs
Regulatory costs
Impairment losses and onerous
Loss after tax – discontinued
operations
(Loss)/profit after tax for the period
Basic (Loss)/Earnings per share
Diluted (Loss)/Earnings per share
(9)
(320)
(27.6) p
(27.6) p
(70)
166
14.4p
14.3p
leases
Share plan taxable benefits
Total non-headline items before
interest and tax
Net pension interest
Revenue decreased 1% to £10,433 million due to the
reasons discussed earlier in this report.
Profit before interest and tax decreased from £321 million
to a loss of £223 million in the current period, largely due to
the reasons discussed above and the non–headline costs
incurred as described later in this report.
Net finance costs were £4 million higher than the prior year
at £36 million for those reasons described earlier in this
report offset by a reduction in the net interest on defined
benefit obligations as a result of the lower opening discount
rates year-on-year.
The tax charge was flat year-on-year. There was a tax
provision in the year of £46 million as outlined below, offset
by additional tax credits due to the non-headline charges
recorded.
Basic and diluted EPS both decreased year-on-year
reflecting the loss after tax in the current year.
(23)
(67)
(20)
(52)
(383)
–
(545)
(12)
(557)
(46)
56
(9)
(556)
(29)
(52)
–
–
–
2
(79)
(14)
(93)
–
26
(70)
(137)
Total non-headline items before tax
Tax regulatory matters
Tax on other non-headline items
Profit / (loss) after tax – discontinued
operations
Total non-headline items
Acquisition and disposal related costs in the current year
related to amortisation of acquisition intangibles and
the release of contingent consideration for a previous
acquisition. Prior year costs related to amortisation of
acquisition intangibles, results of businesses to be exited
and income received from previously disposed businesses.
Strategic change programmes relate to significant
reorganisation, additional property rationalisation costs
provided and costs to exit non-core businesses. Prior year
costs included functional transformation costs and property
rationalisation costs.
Data incident costs related to costs associated with the
data incident announced on 13 June 2018, regulatory
matters included an increase in pension liabilities as a result
of Guaranteed Minimum Pension equalisation of £15 million,
on-going employee related matters, £30 million FCA fine
imposed following the conclusion of an investigation into
historical Geek Squad mobile phone insurance selling
process and other ongoing regulatory matters.
As part of the strategic review, the Group separated the
previous operating segment in the UK & Ireland into the
separate electricals and mobile operating segments. Given
the challenges in the mobile market, and the corresponding
change in the UK & Ireland mobile performance in the
period, the Group changed the information presented
to the Board to provide greater clarity over the relative
performance of the two UK & Ireland businesses and to
support decisions related to the allocation of the Group’s
resources. This change included the provision of separate
financial information in respect of the UK & Ireland mobile
and electricals segments. As a result of the change, the
goodwill previously allocated to the UK & Ireland was
29
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report
Performance
Review continued
separated into UK & Ireland electricals and UK & Ireland
mobile and an impairment review was then performed
over the new segments. This change, together with a
deterioration in the forecast performance of the UK &
Ireland mobile business identified a material non-cash
impairment charge of £225 million to be recorded over the
goodwill of the UK & Ireland mobile segment, together with
impairment of related assets of £122 million and additional
onerous lease charges of £36 million to be recorded against
individual stores.
Net pension interest was £12 million (2017/18: £14 million)
reflecting the charge incurred in relation to the Dixons
Retail UK pension scheme. Further details on the pension
scheme can be found in the Pensions section later in this
performance review.
The tax credit of £10 million represented a tax credit on
the above non-headline items of £56 million, offset by an
additional tax provision of £46 million in relation to pre-
merger legacy corporate transactions.
Discontinued operations
On 4 May 2018, the Group agreed to sell the honeybee
operations through an asset sale, which was completed
on 31 May 2018. These operations were classified as a
disposal group held for sale in the year ended 28 April
2018. During year ended 27 April 2019, additional costs
of £7 million have been recorded following the sale in
relation to onerous contracts and compensation to previous
employees. Other items in the current year relate to
settlement of warranty provisions, provision for employee
related matters in previously disposed businesses and tax
credits relating to capital allowances.
Balance Sheet
Goodwill
Other fixed assets
Working capital (note 26b)
Net debt
Tax, pension & other
2018/19
£million
2,840
740
(159)
(265)
(516)
2017/18
£million
3,088
872
(96)
(249)
(419)
2,640
3,196
Goodwill and other fixed assets have decreased primarily
due to the non-cash impairments described above.
Working capital has decreased in the year by £63 million
as a result of the unwind of the capitalised network debtor
and an increase in provisions in the period as a result of the
non-headline charges described above mostly offset by a
decrease in trade payables from a change in mix of supplier
terms, timing of payments and an increase in inventory held
at the year end.
Net debt has increased as described above.
Other net liabilities (tax, pension & other) have increased
as a result of the increase in the IAS19 accounting pension
deficit described below, and an increase in income tax
payable as a result of a provision in relation to pre-merger
legacy corporate transactions.
Cash flow statement
EBIT – continuing operations
EBIT – discontinued operations
Depreciation and amortisation
Working capital
Impairments
Other operating items
Cash flows from operating activities
Acquisitions
Capital expenditure
Other investing cash flows
Cash flows from investing activities
Dividends paid
Other financing cash flows
Cash flows from financing activities
Decrease in cash and cash
equivalents and bank overdrafts
2018/19
£million
2017/18
£million
(223)
(14)
174
72
347
(70)
286
(1)
(166)
17
(150)
(116)
(93)
(209)
321
(83)
204
(92)
(38)
312
(10)
(187)
65
(132)
(130)
(62)
(192)
(73)
(12)
The statutory EBIT decrease, dividend cash flows, capital
expenditure and working capital inflows in the year are for
those reasons previously outlined in this report.
Other operating items related to pension contributions and
taxation cash outflows, offset by the reversal of non-cash
share based payment charges included in EBIT.
Acquisition outflow of £1 million (2017/18: £10 million
outflow) related to deferred consideration payments
in the Nordics for the ‘Epoq’ kitchen business. Prior
year acquisition cash outflows comprised £7 million of
deferred consideration payments for the acquisitions of
Simplifydigital of £5 million and the ‘Epoq’ kitchen business
in the Nordics of £2 million together with £3 million of
capital injected into the US joint venture with Sprint prior to
disposal.
Other investing cash flows related to proceeds on disposal
being consideration for a property sold in the previous
period and the consideration received for the honeybee
assets. Prior year inflow related to proceeds received
following the disposal of the Group’s Spanish operations
and the disposal of the Sprint joint venture and additional
consideration received in relation to prior period disposals.
Other financing cash outflows of £93 million related to
interest and finance lease payments in the year and
repayment of external borrowing. The increase in outflows
from the prior year related to repayments of borrowings
under the revolving credit facility and higher interest cost.
Comprehensive income / changes in equity
Total equity of the Group has decreased from £3,196
million to £2,640 million primarily reflecting the total
statutory loss of £320 million, the loss on retranslation of
overseas operations of £30 million and actuarial loss (net of
taxation) relating to the defined benefit pension scheme of
£107 million and the payment of dividends of £116 million.
30
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report
The strategic plan considers the forecast revenue, EBITDA,
working capital, cash flows and funding requirements
on a business by business basis, which are assessed in
aggregate with reference to the available borrowing facilities
to the Group over the assessment period including seasonal
cash flow and borrowing requirements on a monthly basis
and the financial covenants to which those facilities need
to comply. The model assessed by the Directors has been
derived from the Board-approved annual Group budget
for 2019/20, and Board-approved strategic plan for the
remaining two year period. These forecasts have been
subject to robust stress-testing, modelling the impact of
a combination of severe but plausible adverse scenarios
based on those principal risks facing the Group. Examples
include the potential adverse impact of UK EU exit,
regulation or information security incidents and reduced
forecast profitability and cash flow as a result in a significant
change in consumer behaviour. The model assumes no
further funding facilities are required over and above those
currently committed to the Group as disclosed in note 18 to
the Annual Report and Accounts.
Based on the results of this analysis, the Directors have
an expectation that the Company will be able to continue
in operation and meet its liabilities as they fall due over
the three year period of their assessment. In doing so, it is
recognised that such future assessments are subject to a
level of uncertainty and as such future outcomes cannot be
guaranteed or predicted with certainty.
Jonny Mason
Group Chief Financial Officer
19 June 2019
Other matters
Pensions
The IAS 19 accounting deficit of the defined benefit section
of the UK pension scheme of Dixons Retail amounted to
£579 million at 27 April 2019 compared to £470 million at
28 April 2018. Contributions during the period under the
terms of the deficit reduction plan amounted to £46 million
(2017/18: £46 million), with future contributions under the
current agreement with the Trustees of the fund, of £46
million per annum to be paid until 2028/29, with a further
payment of £25 million in 2029/30. The deficit has increased
during the year as a result of changes in market based
financial assumptions, primarily the discount and inflation
rates.
Dividends
The Board declared an interim dividend of 2.25p per share
which was paid on 25 January 2019.
We are proposing a final dividend of 4.50p per share. The
final dividend is subject to shareholder approval at the
Company’s forthcoming Annual General Meeting. The ex-
dividend date is 5 September 2019, with a record date of
6 September 2019 and an intended final dividend payment
date of 27 September 2019.
Going concern
A review of the Group’s business activities, together
with the factors likely to affect its future development,
performance and position, are set out within this Strategic
Report, including the risk management section. The financial
position of the Group, its cash flows, liquidity position and
borrowing facilities are shown in the balance sheet, cash
flow statement and accompanying notes to the Annual
Report and Accounts.
The directors have reviewed the future cash and profit
forecasts of the Group, including seasonal borrowing
requirements and available facilities on a monthly basis,
which they consider to be based on prudent assumptions.
Based on these forecasts, the Directors consider that it is
appropriate to prepare the Group financial statements on
the going concern basis.
Viability statement
In accordance with provision C.2.2 of the UK Corporate
Governance Code 2016, the Directors have assessed
the viability of the Group over a period longer than the 12
months covered by the “Going Concern” provision above.
In assessing the viability of the Group, the Directors have
considered the Group’s current position and prospects, risk
appetite, and those principal risks and mitigating actions as
described on pages 22 to 24 of the Strategic Report.
The Board concluded that a period of three years was
appropriate for this assessment as it is consistent with
the period of focus of the annual strategic plans of each
business, falls within the period of committed financing
facilities and reflects a period of greater certainty of cash
flows associated with the Group’s major revenue streams.
31
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report Sustainable
Business
t
r
o
p
e
R
c
i
g
e
t
a
r
t
S
Early in 2018 we established
a new approach towards
achieving our Economic, Social
& Governance (ESG) ambitions
with a strategy and programme
called Live Earth Neutral.
Comprising 14 sustainable business
priorities across our People, Environment
and Social Impact, Live Earth Neutral
created a framework from which
to engage stakeholders with issues
material to our business and support the
achievement of associated goals.
Key Priorities from Live Earth Neutral (2018/19)
1
2
3
4
5
6
7
Making sure stakeholder views and
expectations are reflected in our
business decisions.
Attracting, retaining and recruiting the
best talent to drive our growth.
8
9
Equality of opportunity across all our
employment practices.
Range high quality products and services
that have minimal adverse environmental
impacts at competitive prices.
Empowering our people and creating
experts our customers can trust.
10
Distributing our products
safely & efficiently.
Recognised as a valued and responsible
member of our communities.
11
Collaborating with suppliers
and manufacturers to ensure
the highest ethical standards.
Manage our UK energy consumption and
corresponding CO2 emissions for optimal
efficiency.
12
A business and supply chain free
of exploitation and forced labour.
Be industry leading for our waste
management and recycling services.
Help our customers reduce their
environmental impact through improved
product knowledge and awareness of
services.
13
14
A healthier, more productive workforce
ensuring optimum levels of energy and
resilience.
Leveraging our unique capabilities
to benefit our communities and be
recognised as a valued and responsible
member.
32
Dixons Carphone plc Annual Report and Accounts 2018/19
With the launch of our new Group vision
and strategy in September 2018 and in
the spirit of working together as one
business to create a clearer, faster place
to work, we set about integrating Live
Earth Neutral into We Help Everyone
Enjoy Amazing Technology, thereby
leveraging its momentum and gaining
greater stakeholder engagement with
our ESG activities.
t
r
o
p
e
R
c
i
g
e
t
a
r
t
S
We
Help
Everyone
Enjoy
We collaborate
with stakeholders
as a force for
good.
What matters to
our stakeholders,
matters to us.
We help
colleagues
and customers
reduce their
environmental
impact.
We are
accessible:
whatever a
colleague,
customer or
other stakeholder
needs.
We collaborate with
manufacturers and
suppliers to give
customers peace
of mind.
We look after
ourselves and each
other so we stay
healthy, happy and
energised.
Amazing
technology
We use amazing
technology for
good.
Non-Financial Information Statement
We aim to comply with the new Non-Financial Reporting requirements contained in sections 414CA and 414CB of
the Companies Act 2006. The below is intended to help stakeholders understand our position on key non-financial
matters:
a) environmental matters (including impact of business on the environment) – Pages 38 - 42
b) company’s employees – Pages 35 – 38
c) social matters – Pages 46 - 47
d) respect for human rights – Pages 43 - 44
e) anti-corruption and anti-bribery matters – Page 69
Dixons Carphone plc Annual Report and Accounts 2018/19
33
Sustainable
Business continued
“Every decision
we make is driven
by insights and
our ambition to
provide unparalleled
expertise and
services to help
customers navigate
the digital era, while
building brand loyalty
and trust.”
Strategy and programme
Dixons Carphone is committed to sustainable business
practices and high standards of corporate and social
responsibility across the Group.
As part of the British Retail Consortium’s (BRC) Better
Retail, Better World initiative, in 2018 we pledged to support
UN sustainability goals (SDGs) 8, 10,11, 12 and 13 covering
modern slavery, sustainable economic growth, inequalities,
responsible consumption and production and climate
change. Examples of supporting work are highlighted
throughout this report. For 2019/20 we will set sustainability
targets underpinning the UN SDGs and align them with our
revised sustainability strategy.
We continue to respond to the Carbon Disclosure Project
(‘CDP’) questionnaire on Climate Change and are pleased
to see our score improve from a ‘C’ to ‘B’, demonstrating
our continued commitment to identifying, assessing and
managing climate-related risks and opportunities across the
Group.
We will use CDP to disclose details of how our risk
governance processes are used to implement the
recommendations of the Task Force on Climate-related
Financial Disclosures (‘TCFD’). These processes include
analysing physical and transition risks to our business and
adapting our business continuity plans accordingly.
Our progress in developing and reporting our Economic
Social Governance (‘ESG’) performance has again been
recognised by FTSE4GOOD with our repeated inclusion in
the FTSE4GOOD UK Index. We are also in the process of
implementing an ISO 50001-certified energy management
system with an independent verification body.
Dixons Carphone remains an active member of the
Government’s All-Party Corporate Responsibility Group,
Business in the Community (BITC) and the British Retail
Consortium (BRC), engaging on areas such as the Minimum
Energy Efficiency Standards (‘MEES’) regulations.
Governance
Our Sustainability strategy is driven and delivered by a
Working Group made up of subject matter experts who
are fully integrated across our business. This work is
coordinated by the Head of Sustainable Business and
supported by a formal sign off process and accountability
through a dedicated Committee. This comprises
representatives from different levels across the business
from Board member, Andrea Gisle Joosen, through to
senior managers and store colleagues.
34
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report WE
WE COLLABORATE WITH
OUR STAKEHOLDERS AS
A FORCE FOR GOOD
Inspired by our vision and guided by our code of ethics, we
are building a sustainable, responsible and ethical business
through understanding best practice and stakeholder
expectations and making sure they are reflected in our
business decisions. We aim to deliver transformative
change through simplification, innovation and collaboration
with stakeholders as partners and directly or indirectly by
investing in initiatives which leverage our unique capabilities
to benefit the communities in which we operate.
WHAT MATTERS TO
OUR STAKEHOLDERS,
MATTERS TO US
Every decision we make is driven by insights and our
ambition to provide unparalleled expertise and services to
help customers navigate the digital era, while building brand
loyalty and trust.
Culture and Values
To achieve our vision and move towards truly being One
Business, we recognise the need for a unified set of values.
By defining the attitudes and behaviours that are us at
our best and are best-suited to deliver our vision and then
embedding these into everything we do, we will make a big
step forward in creating a place where our capable people
want to work.
We are embarking on a programme of work to define
and embed a new set of values for our business. We will
understand our current strengths, including how they vary
across our different areas, sites and brands and these
insights, along with the requirements necessary to deliver
our vision will then be used to engage our colleagues
in defining and embedding our new values across our
organisation to guide us in the way we do things.
Colleague Engagement
Our business is helping customers enjoy amazing
technology and our colleagues are key to this. To deliver
our promises to customers and shareholders we need
engaged colleagues, capable and committed to helping our
customers.
All colleagues are invited to take part in our Making a
Difference survey in Greece and UK & Ireland and a
colleague engagement survey is carried out in our Nordics
region. These surveys are administered externally and in
confidence to encourage open and honest feedback. Our
response rate for Making a Difference increased by 10
points to 94%. In the next financial year we will move to one
survey for all territories.
These surveys provide a benchmark and actions to make
our business a world class workplace. Our Dixons Carphone
executive team is committed to a constructive response
to feedback through an improvement plan which will be
delivered by working closely with local teams.
In 2018/19, our key colleague engagement focus was
around our new vision and strategy. Other activities
included:
– Refreshing our internal communications approach
to ensure transparency and provide open lines of
communications. Linked to this, we established a monthly
colleague questions and answers session with our Group
Chief Executive, Alex Baldock.
– Keeping colleagues up to date on our transform and
perform priorities via regular Townhalls, Newsletters,
Senior Leadership Blogs and via our digital tool
Workplace (by Facebook). Townhalls are also
livestreamed to all colleagues.
– Continued our use of Workplace in the UK & Ireland
and Nordics to allow communication, engagement
and collaboration top-down, bottom-up and between
colleagues for our geographically dispersed workforce.
– Annual colleague events such as our UK & Ireland
Peak Conference for managers and events for Supply
Chain Leaders. In the Nordics, we invite suppliers and
colleagues to ‘Campus’, our playground to experience
the amazing world of technology. Approximately 7,000
colleagues visited this learning and engagement event in
2019.
– Establishing a national UK & Ireland colleague forum
attended by our Group Chief Executive, Chief HR Officer
and Senior Board Director.
In the lead up to 2020, we continue to focus on engaging
and involving our colleagues in our transformation journey.
In addition, we will:
– Introduce an Adopt a Leader scheme, where our 80
Group Leadership and Executive Committee team
members will spend at least 4 days per year working in
stores, contact centres and our supply chain to better
understand our customers and colleagues.
– Send all Head Office new joiners to spend a week
working on our front-line operation to gain perspective
on our colleagues’ working experiences and customer
interactions.
– Launch Solve It, where colleagues will work together, via
Workplace, to solve business challenges and Networks
of Knowledge to bring our colleague expertise on specific
product and service categories together to share best
practice, knowledge and expertise
Our colleague listening strategy is subject to an ongoing
evaluation to ensure colleague views and insights are fed
into our decision making.
35
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report Sustainable
Business continued
Attracting, recruiting and retaining
the best talent to drive our growth
We work hard to attract, recruit and retain capable and
committed colleagues to keep us at the forefront of
innovation and outstanding customer experience.
We want to be an employer of choice, where everyone feels
respected, involved, heard, well led and valued, regardless
of race, gender, religion, national origin, disability, sexual
orientation, age, or any other characteristic.
Recruitment
As local employers with 42,000 colleagues operating in local
communities across the Group, we play a significant role
in supporting local economies and recognise the benefits a
diverse workforce that reflects local customers can bring.
We are proud to have a non-bias recruitment process,
through which we have offered thousands of new
colleagues exciting opportunities to build a successful
career within a variety of roles, brands and functions.
Successful candidates have two common characteristics
- a positive attitude and people skills, both of which are
fundamental in achieving our vision of helping everyone
enjoy amazing technology.
Apprenticeship scheme
Our apprenticeship scheme allows us to bridge skills gaps,
cultivate loyalty and compete in the modern marketplace.
In 2018, we enrolled 302 apprentices, comprising school
leavers and young people aged 17-25 in their first jobs,
along with existing colleagues of varying ages, wanting to
further develop their career in skilled roles, such as gas
engineers or heavy goods drivers.
We are finding future leaders through higher level
programmes across areas including commercial,
procurement, human resources and retail management,
as well making level 7 finance apprenticeships available
to graduates. For 2019/20, we will introduce an IT degree
programme to ensure a talent pipeline for our growing
digital business.
Graduate programme
We welcomed 14 university leavers onto our 2018/19
graduate programme, which includes a comprehensive
induction, a series of face to face workshops and targeted
training plans across multiple business functions. To further
support their development as future leaders, we also saw
a significant investment in our Online training resources,
providing around the clock access to digital content.
Graduates completing the programme move into critical
commercial roles as middle managers.
Talent management
Talent reviews take place regularly and focus on
succession, reviewing the capabilities we need to deliver
and identify our leaders of the future. We use this insight
to invest in the most impactful development. This includes
group approaches to building generic capabilities and
personalised plans for colleagues in key roles.
We consider leadership a core capability and offer targeted
development interventions to cultivate it. In 2018/19 we
introduced a new Leading Leaders programme to support
middle management and Elevate for first line operational
managers. These programmes focus on the importance of
leadership and encouraging capable and committed teams.
To strengthen our first-time line manager pool and promote
home grown talent, 190 colleagues with management
aspirations participated in the management development
programme, Aspire. Within UK Retail alone, 62% of
colleagues taking part were promoted within a year.
Investing in training
We invest in outstanding learning to bolster colleague
knowledge about our products and services with the aim
of ensuring they can provide personalised solutions for our
customer’s needs. Over 470,000 colleague learning hours
were recorded in the UK & Ireland alone, comprising a blend
of classroom training and online learning.
Colleagues joining our Carphone Warehouse business
attend a three-day learning Academy before embarking on
a 90-day development plan, including digital learning and
management support. In September 2018, the Academy
extended to incorporate all Curry PC World, Dixons Travel
and colleagues from The Republic of Ireland. We have
a brand new facility, designed to reflect our changing
business and ensuring all new store colleagues are fully
equipped to provide our customers with outstanding service
from their first day in store and have the best possible start
to their career with us.
2019/20 also sees us making a step change in the
investment in all customer facing colleagues through our
Customer First behavioural learning, teaching life skills
around relationships, empathy and service and ensuring a
consistent quality of customer interaction.
My Learning Live events for consumer electronics and
major domestic appliances occur annually and in 2018/19,
approximately 200 colleagues took part in face to face
learning with key suppliers from our sales categories.
Participating stores have seen a significant uplift in sales as
a result. This year, we will more than double this capacity,
providing more opportunities for key strategic suppliers
to help boost their product knowledge, including new
environmentally friendly features of products and services.
In Kotsovolos, 90% of colleagues participated in online
training in 2018/19. All new starters experience 16 days of
classroom training, followed by a 90 day digital programme
which can be accessed remotely and flexibly. In cooperation
with the commercial department and strategic suppliers,
they also receive ten full days of training across the year.
A development program with universities and experienced
professors is also available for colleagues with leadership
potential.
Across the Group, all colleagues have bi-annual face
to face, formal reviews with their line manager. These
36
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report conversations provide an opportunity to review and refine
performance and discuss the necessary steps to achieving
career aspirations.
Flexible learning
In 2019 we launched a new MyLearning platform, which
allows us to automatically release targeted learning to
colleagues depending on their department and role.
Colleagues are also encouraged to take advantage of
the thousands of resources available to them through
this system. In 2018/19, colleagues accessed over 1.46
million learning resources through MyLearning. We also
utilise Workplace to encourage shared and social learning,
through best practice videos, top skills and tips as well as
new product launches to our colleagues in store. Sharing
knowledge is becoming a core part of our learning strategy.
Employee benefits
Our employee benefits packages are continually reviewed to
help retain and attract talented individuals.
In February 2019, we awarded every permanent colleague,
Grade 5 or below, with a minimum of 12 months’ service,
Dixons Carphone plc shares worth at least £1,000 at grant.
Over 31,000 colleagues were granted this Shareholder
Award which vests in March 2021. 16% of colleagues in the
UK & Ireland are also building on this personal stake in the
business through our Sharesave scheme.
In July 2018 we launched our new benefits portal, giving
easy access to a variety of colleague offers, including
private medical insurance, eye care vouchers, dental plans
and our employee assistance program. In July 2018, our
new Cycle to Work scheme saw 419 colleagues sign up.
2019/20 will see the addition of discounts for restaurants,
beauty and fitness as well as personal accident insurance,
travel insurance and family activity passes.
Colleagues and their families receive a standard 10%
discount on our own products and services and may
purchase our gift cards and eGift cards to gain further
discounts while driving business into our stores and online.
Minimum Wage
We pay a minimum hourly rate of £7.60 to all colleagues in
the United Kingdom under 21. Colleagues aged 21 and over
in the United Kingdom are paid a minimum hourly rate of
£8.30. In addition to basic pay we pay location allowance,
where applicable, and bonus where targets are met. Salaries
for apprentices also exceed the national minimum wage.
Employment practices
We expect high standards in our employment practices.
Our comprehensive suite of employment policies and
procedures includes anti-corruption and bribery, ethical
conduct, whistleblowing, working time, young worker and
work experience, family friendly guidance, colleague dispute
management, as well as diversity and equal opportunities.
All colleagues are required to read and digitally
acknowledge key company policies, which are continually
reviewed to further strengthen stakeholder trust.
United Nations Sustainable
Development Goal (SDG 8):
Decent work &
economic growth
We are committed to respecting human
rights, supporting sustainable markets
and developing skills
Functional Skills in our Newark
Distribution Centre, UK
We deliver functional skills workshops to colleagues
working at Team Knowhow Distribution and Repair
Centre in Newark, Nottinghamshire, where a high
proportion of colleagues were not born in UK and English
is not their first language. This training gives colleagues
the chance to develop, practice and apply life skills in
their work context, thereby improving their standard
of work and enhancing their career development
opportunities.
To date, 96 colleagues have successfully completed their
English qualification, with many choosing to continue
to the next level to further improve their competency.
In 2018/19, 188 colleagues enrolled onto an English
course and in 2019 we aim to expand our functional skills
offering with courses in mathematics.
A valued and responsible member
of our local communities
Healthy communities are fundamental to the sustainability
of our business and community engagement is actively
encouraged across the Group.
Chairman’s Shield
The Chairman’s Shield is an annual colleague award which
recognises outstanding team performance and exemplary
community engagement. Teams are nominated through
our leadership structure and are subject to a rigorous
judging process, culminating in visits from our Group Chief
Executive, Alex Baldock and Chairman, Ian Livingston. Our
Stores of the Year must demonstrate a positive contribution
to their local community through initiatives such as
volunteering or fundraising, and winners are announced in
our annual colleague conference.
Volunteering
We continued to build on our volunteering partnership with
national care and housing charity, Abbeyfield, who run 350
homes across the UK. Dixons Carphone and Abbeyfield
are both well-established and share a passion to remain
active and relevant within local communities. A volunteering
platform has been developed which can match UK Retail
stores with their nearest Abbeyfield home and we are
working with Google to create bespoke workshops with an
emphasis on how technology can help with everyday tasks
and alleviate loneliness.
37
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report Sustainable
Business continued
This collaboration allows us to leverage our unique assets,
e.g. skills, experience, products, services and position on
every high street, to create bespoke experiences for older
residents and spend quality tech time to help them remain
independent and well connected, while combatting the
effects of loneliness and isolation. As well as showcasing
the amazing technology Dixons Carphone and Google have
to offer, we are gaining insights into how this audience
interacts with specific products, which provide valuable
information which can be fed back into colleague training.
Our Elkjøp business is working with the Norwegian tech
start-up No Isolation to develop, market and sell their video-
communications device KOMP, which is specially designed
to cater to the elderly. KOMP is an easy-to-use device that
connects elderly users with their families and friends. Elkjøp
is working with politicians, NGOs and suppliers to help
bridge digital divides and bring everyone the amazing world
of technology.
Good Deed Day
Our Kotsovolos holds an annual ‘Good Deed Day’
when teams across Greece agree locally how they will
spend a day supporting local causes. In 2018, over
1,400 employees participated in separate volunteering
activities.
Knowledge sharing
In November 2018, our installation experts at Team
KnowHow piloted training for members of the registered UK
Charity, Reuse Network, which works to alleviate poverty
and tackle climate change through the refurbishment and
resale of white goods and furniture to low income families
across the UK. Through this initiative, the Reuse Network
gain professional training in the safe installation of items
such as free-standing cookers and Team KnowHow are
able to operate off-peak courses at capacity. The success
of this private and third sector collaboration has led the way
for a full roll-out in 2019/20 with Team Knowhow opening up
access to training for all Reuse Members across the UK.
HELP
WE HELP COLLEAGUES AND
CUSTOMERS REDUCE THEIR
ENVIRONMENTAL IMPACT
We are fully committed to meeting our environmental
responsibilities and limiting the impact of our operations in
a way that is both practical and economically feasible. Our
environmental policy is endorsed by the Board and covers
material issues including energy consumption, carbon
emissions, supply chain and operational waste.
At Group level, we have a formalised enterprise risk
management process including climate change as a risk
category. In stores, climate change risks are identified
as part of business contingency / continuity processes,
including risks relating to extreme weather events.
We continually look for ways to help our customers reduce
their environmental impact, through providing low carbon
products and offering Waste Electrical and Electronic
Equipment (‘WEEE’) re-use schemes.
Much of our own label range is energy efficient, for example,
all of our OEM TV’s are rated ‘A’ or above with 90% of those
rated A+ and above. By purchasing our OEM LED light
bulbs customers can save on their energy bills or they can
make savings through our energy switching service. Other
energy saving products we sell, such as Nest and Hive, help
consumers reduce their environmental footprint.
UK Energy Reduction Target
Our progressive energy management performance
has enabled us to achieve our target of reducing
our UK energy consumption by 35% by 2020, and
corresponding CO2 emissions by 50% (measured from
a 2013/14 baseline, prior to the merger between Dixons
Retail and Carphone Warehouse). At the end of 2018/19,
energy consumption had reduced overall by 40.9% and
corresponding CO2 emissions by 60.4% against our
2013/14 baseline year. For 2019, we will reset our targets
beyond 2020.
Green energy
98% of Dixons Carphone properties on the UK Mainland are
now powered by 100% renewable electricity fully backed by
Renewable Electricity Guarantee of Origins (‘REGOs’) and
independently verified.
38
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report This initiative was carried out in collaboration with our
landlords LondonMetric and Tritax Big Box REIT, through
their agents Syzygy Consulting and the system was
installed by SAS ENERGY. For 2019/20, we are actively
exploring solar panel installations on more of our UK
properties.
*calculation using UK 2018 conversion factor for greenhouse gas reporting =
0.3072kg CO2e /kWh
Property Refurbishment Programme
Over 25% of the UK retail portfolio uses LED technology as
the main source of lighting. In 2018/19 Dixons Carphone
invested into energy/resource maintenance and upgrade
projects, which have provided energy savings in the order
of 806 MWh, equating to approximately 398 tonnes of CO2
avoided.
United Nations Sustainable
Development Goal (SDG 13):
Climate Change
We are committed to combatting
climate change and its impacts.
Solar power
Over the last 12 months, we increased our Solar PV
capacity from 1,000 kW to 2,000 kW, a 100% increase,
which should result in a total of approximately 1,600,000
kWh per year, or 1% of the total UK consumption,
generated directly from renewable energy. This is
equivalent to a reduction of approximately 790 tonnes of
CO2 released to the atmosphere.
A large part of these efficiencies came about in April
2019, when we completed the installation of a total
of 6,645 high quality solar panels on Buildings 1 and
2 of our Distribution Centre in Newark, making it the
biggest landlord-funded rooftop solar installation on
a distribution warehouse in the UK. This work will
cut site CO2 emissions by 483.6 tonnes* and energy
consumption from the National Grid by 15% per annum,
while significantly reducing energy costs.
Energy Consumption
The energy consumption and corresponding GHG emissions of our business have reduced year on year. For the UK &
Ireland portfolio in isolation, we have achieved a reduction in electricity usage of 5% since in FY2017/18. The energy
consumption for the UK & Ireland portfolio has reduced by 10% on an absolute basis.
Dixons Carphone – UK&I Consumption 2017-18 vs 2018-19
Energy
consumption (kWh)
Electricity
Gas
Fuel Oil
Total
Intensity
(MWh/1,000 sqft)
2018/19
142,286,908
19,503,987
236,130
162,027,025
13.50
Change
(%)
-5%
-34%
62%
-10%
-2%
2017-18
2016-17
2015-16
150,343,973
29,775,875
145,962
168,599,606
29,882,655
246,555
187,930,892
36,724,101
217,368
180,265,810
198,728,816
224,872,361
13.82
n/a
n/a
Total company-wide kWh energy consumption is as follows:
Energy
consumption (kWh)
Electricity
Gas
Fuel Oil
Total
Intensity
(MWh/1,000 sqft)
2018/19
241,815,670
20,490,148
242,130
262,547,948
13.50
Change
(%)
-4%
-34%
59%
-7%
0.5%
2017-18
2016-17
2015-16
251,225,719
30,989,326
152,322
279,189,910
30,185,349
246,555
303,551,007
36,725,630
217,368
282,367,367
309,621,814
340,494,005
13.44
14.67
16.30
39
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report
Sustainable
Business continued
Carbon Emissions
This section provides the emission data and supporting
information required by The Companies Act 2006 (Strategic
Report and Directors’ Report) Regulations 2013, Part 7:
Disclosures Concerning Greenhouse Gas Emissions.
This report covers the international operations of the Dixons
Carphone plc Group, including the UK & Ireland; Nordics
and Greece. Operations in Spain have not been included in
2017-18 onwards as they are no longer part of the company.
Spanish operations accounted for 1.4% of emissions in 2016-17.
Operational control has been used to determine organisational
boundary. All scope 1 and 2 emissions are included except
where noted. The period covered is 1st May 2018 to 30th April
2019. The data has been externally verified and which standard
has been applied (GHG Protocol etc). Dixons Carphone is
currently seeking external verification of the data.
The GHG emissions for the Dixons Carphone business are as follows:
Emissions on location basis:
Reporting period: 1 May 2018 – 30 April 2019
Category
Emissions from combustion of fuel (2)
Emissions from the operation of any facility (5)
Emissions from purchase of electricity (3,4)
Total:
Emissions on market basis:
Reporting period: 1 May 2018 – 30 April 2019
Category
Emissions from combustion of fuel (2)
Emissions from the operation of any facility (5)
Emissions from purchase of electricity (3,4)
Total:
Tonnes of CO2e
emitted 2018/19
Increase/
Decrease (%)
Tonnes of CO2e
emitted 2017/18
Tonnes of CO2e
emitted 2016/17
Tonnes of CO2e
emitted 2015/16
Tonnes of CO2e
emitted 2014/15
22,271
1,818
60,659
84,624
-4%
-28%
-11%
-9%
23,178
2,525
67,795
93,498
21,698
2,399
88,496
112,593
20,614
2,797
109,534
132,945
19,760
3,661
127,607
151,028
Tonnes of CO2e
emitted 2018/19
Increase/
Decrease (%)
Tonnes of CO2e
emitted 2017/18
Tonnes of CO2e
emitted 2016/17
Tonnes of CO2e
emitted 2015/16
Tonnes of CO2e
emitted 2014/15
22,271
1,818
36,495
60,584
-4%
-28%
-56%
-44%
23,178
2,525
82,294
107,997
21,698
2,399
121,995
146,092
20,614
2,797
146,531
169,942
19,760
3,661
161,965
185,386
Intensity measures: The emissions per unit area of occupied space are as follows:
Emissions on location basis:
Dixons Retail
Carphone Warehouse
Dixons Carphone plc total
Emissions on market basis:
Dixons Retail
Carphone Warehouse
Dixons Carphone plc total
Notes:
Tonnes of CO2e
emitted per 1,000
ft2 of floor area (1)
2018-19
Tonnes of CO2e
emitted per 1,000 ft2
of floor area (1)
2017-18
Tonnes of CO2e
emitted per 1,000 ft2
of floor area (1)
2016-17
Tonnes of CO2e
emitted per 1,000 ft2
of floor area
2015-16
Tonnes of CO2e
emitted per 1,000 ft2
of floor area
2014-15
4.15
7.53
4.36
4.07
9.90
4.45
4.81
11.27
5.33
5.76
13.75
6.36
5.73
17.41
n/a
Tonnes of CO2e
emitted per 1,000
ft2 of floor area (1)
2018-19
Tonnes of CO2e
emitted per 1,000 ft2
of floor area (1)
2017-18
Tonnes of CO2e
emitted per 1,000 ft2
of floor area (1)
2016-17
Tonnes of CO2e
emitted per 1,000 ft2
of floor area
2015-16
Tonnes of CO2e
emitted per 1,000 ft2
of floor area
2014-15
3.28
0.71 1
3.12
4.87
8.94
5.14
6.33
13.56
6.92
n/a
n/a
8.14
n/a
n/a
8.14
(1) Overall floor area of the Dixons Carphone business is estimated to be
19,446.063 ft2. This is split between the Dixons Retail business which is
estimated to be 18,229,050ft2 and the overall floor area of the Carphone
Warehouse business is estimated to be 1,217,013ft2.
“Emissions from combustion of fuel”, includes a proportion of private cars being
used for business travel, which would be classified as Scope 3, in keeping with
previous years.
The electricity consumption figure includes Scope 2 generation emissions but
not Scope 3 transmission and distribution losses.
Electricity and gas usage is based on supplier bills. Manual gap filling was
conducted for a small proportion of supplies in the UK and Ireland, using an
average of the consumption year to date. This is because this report was
due before some electricity and gas bills had been provided by the suppliers.
This report does not include electricity consumption through supplies where
(2)
(3)
(4)
40
the landlord procures the energy; which represents only 1% of total energy
consumption.
(5) Refrigerant data processing methodology and exclusions:
a. Where refrigerant top-ups are reported, we assume this covers all leakage
across the area of the estate under that contractor’s responsibility, so have not
estimated leakage from other units where no top-ups were carried out.
b. In previous years, some refrigerant charges for new installations were reported
as leakage. This practice was stopped for FY2016/17 onwards, which accounts
for most of the reduction in leakage compared to FY2015/16.
(6)
The calculations use the methodology set out in Defra’s updated greenhouse
gas reporting guidance, Environmental Reporting Guidelines (ref. PB 13944),
issued in June 2013.
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report
Recycling Excellence
We are proud to be the biggest
recycler of waste electricals
in UK Retail, recycling 51%
of all major domestic waste
electricals collected by all
retailers in 2018.
Water
We continued to collaborate with our Water Bureau and
Consultancy Services provider, to deliver water saving
projects including large leak repairs, installation of water
efficiency devices along with the maintenance repairs to
domestic fittings. This ongoing project is currently saving
approximately 45,000m3 per annum of water.
Electric Vehicles (EV) and alternative fuels
We continued our efforts to reduce the environmental
impact of our logistical operation and as well as the
introduction of Electric Vehicles (EV), we expanded our
strategy to look at alternative fuels in general.
While we recognise technology in the motor industry is
moving faster than the alternative fuel infrastructure to
support it, we are working with Iveco to secure a trial on a
Compressed Natural Gas (CNG) Iveco Daily 4.2t vehicle. We
are also in discussions with our company car fleet provider
for an EV option and have agreed Original Equipment
Manufacturer (OEM) terms with Ford on a Hybrid Mondeo to
expand our options.
EV charging points are now available at our Acton Head
Office, our Newark National Distribution Centre and at our
new Customer Service Centre (CSC) in Snodland.
Waste Electrical and Electronic Equipment (‘WEEE’)
Recycling
Our award-winning waste management programme is
constantly evolving to help colleagues, customers and wider
communities reduce their environmental impact. In 2018,
our efforts resulted in 58,942 WEEE tonnes being collected
in the UK, saving an estimated 65,898 tonnes of CO2. In the
Nordics we collected 26,573 tonnes of WEEE and 2,590
tonnes in Greece.
We actively encourage colleagues to recycle through
information campaigns and the provision of recycling
facilities at all our sites, along with several schemes to
enable easy WEEE recycling.
Our in-store sales teams are trained to tell customers about
our collection and recycling service and customers buying
white goods or a TV larger than 42” online, are prompted
with the option of having their old appliance collected for
recycling for a small fee. We also provide a free in-store take
back which covers all electronics.
In 2018 we rolled out the UK’s first collection service for
small waste electricals as part of our existing home delivery
service, providing customers with a free and convenient
solution to recycling smaller items. This service has been
very well received by the waste and recycling industry and
in May was recognised with an Excellence in Recycling
and Waste Management Award. In addition, the service
has been shortlisted for MRW (Materials Recycling World)
National Recycling Award and Business Green Leaders
Awards, to be announced on 27th and 28th June 2019
respectively.
All recyclables from our UK stores are backhauled to our
national recycling facility at Newark and our 22 Customer
Service Centre (CSCs) depots deliver consistent grades
of cardboard, plastic and expanded polystyrene to our
recyclers, ensuring minimal transportation and the best
return for our material. Our CSCs are each partnered
with a reuse charity or an organisation through which
we repair and sell selected WEEE items collected during
home deliveries. Through this collaboration in 2018/19
we helped 11,951 low income households save an
estimated £2,240,850 and 1,246 tonnes of CO2 with a reuse
percentage of 6%.
We also partner with the British Heart Foundation, helping
this registered charity to recycle unwanted electrical
donations. This collaboration, which has also been
shortlisted for recognition at the 2019 MRW National
Recycling Awards, saves us recycling levies by offsetting
our obligation and saves the charity disposal costs.
In 2018, our UK operation generated a total of 15,282
tonnes of waste, 2.1% less than 2017. 86.3% was diverted
for recycling or energy recovery. We are in the process
of streamlining our waste management suppliers to a
single provider who can deliver consistency across all our
operational sites and continue our drive towards a zero
waste to landfill business. This is alongside engagement
with colleagues to drive behavioural improvements on
recycling across our estate.
Recycling in Elkjøp
Each year, 400 Elkjøp stores across the Nordic region,
collect over 27,000 tons of electronic waste from customers.
The waste is collected by local recycling partners and re-
introduced into the circular economy. Waste from discarded
products in these stores is close to zero. Display products
that are returned or slightly damaged products are sold at
a discount and damaged or inoperable electronic products
are recycled.
End-of-life treatment of sold products
– Every three fridges Dixons Carphone recycles save the
equivalent of the average car’s annual emission.
– In 2018 we recycled 315,208 fridges, equating to
105,069 cars.
– We collected and refurbished approximately 426,605
phones in the UK in 2018/19.
41
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report
Sustainable
Business continued
Plastics and Packaging
We recognise the harmful effects of plastic and excessive
packaging on our environment and are working with
stakeholders as a priority to explore and implement
solutions to reduce, recycle and reuse materials that are
harmful to our environment.
We offer our home delivery customers a free packaging
recycling service and we are one of the largest recyclers in
the UK of polystyrene, recycling around 14% of all post-
consumer polystyrene recycled in the UK, much of which
is sent to be extruded into insulation panels. In total, over
10,000 tonnes of our packaging is recycled, saving an
estimated 12,000 tonnes of CO2 (figures from our waste
management agency responsible for all cardboard, plastic,
polystyrene and wood recycled across our estate).
– Implemented a fair and consistent approach for Maternity,
Paternity and Adoption policies for all UK colleagues
– Included questions on diversity and inclusion into our
engagement survey to give us insight and measurement
that we can act on
– Continued sponsorship and collaboration with external
network groups such as Timewise Power Part Time list and
Retail Week’s ‘Be Inspired’ to keep us close to best practice
– Pioneering a management training programme for female
applicants in Elkjøp Norway
Reviewing and implementing an updated Inclusion and
Diversity strategy is a key priority for 2019/20, as we know it
is vital area of focus to deliver against our strategy.
Gender Diversity across the Group
Other examples include work by our Procurement and
Ethical Sourcing Teams to introduce revised supplier
standards in relation to plastics and packaging, removing
75 tonnes of plastic use in the Nordics, by reducing carrier
bag usage by 54% and driving improvements in our Gaming
category in partnership with ADX through the removal of
thousands of plastic bags and CDs.
Work Level
Male
Female
Total
All
Employees
Senior
Managers
Directors
Number
% Number
% Number
29,122
12,792
41,914
69
31
100
182
81
263
66
34
100
%
74
26
100
5
3
8
In 2018/19, we will continue to identify opportunities to
reduce Original Equipment Manufacturer (OEM) product
packaging and influence our branded suppliers to make
their own improvements with the ultimate aim of eliminating
unnecessary plastics and packaging from our operation and
supply chain.
EVERYONE
WE ARE ACCESSIBLE –
WHATEVER A COLLEAGUE,
CUSTOMER OR OTHER
STAKEHOLDER’S NEEDS
Gender Pay
It is important to us that colleagues feel valued, they are
treated fairly and have the same access to opportunities at
work. Our median pay gap is 6.3% and while significantly
lower than the national median pay gap, we continue to
evolve how we attract, recruit and develop colleagues. In
many of our roles, flexible working options attract a diverse
range of colleagues who can balance their hours by finding
a shift, work pattern or overtime options to suit them and
are fully committed to designing and implementing a
coordinated approach to close our gap.
United Nations Sustainable
Development Goal (SDG 10):
Reduced Inequalities
Dixons Carphone exists to help everyone enjoy amazing
technology. We are a company for everyone, for every
customer, and for every colleague and embrace the best
talent, regardless of gender, race, sexual orientation, age or
background. We recognise having a colleague base which is
diverse in every sense will best reflect and serve our society.
Preventing unlawful discrimination in the workplace is a
priority. We promote an honest and open environment
and encourage colleagues with concerns to report issues
directly through line managers or via an independent,
confidential integrity line and encourage all colleagues to be
their true-self. In 2018/19 we:
– Increased female senior representation in our Group
Leadership Team to 26%
– Updated our corporate recruitment policies and external
websites to focus on unbiased selection and promote
flexibility
Dixons Travel
Our Dixons Travel business has been running a
successful diversity programme with a focus on gender
balance since 2015. They have taken steps to prevent
unconscious bias in their recruitment process and
introduced measures including more flexible working
and wider representation in meetings and performance
reviews. In three years, the number of female senior
leaders has grown from 30% to 60% and the number of
female store managers has doubled.
This programme has meant a broader range of
experiences and views represented, resulting in more
informed decision making and a proposition which better
reflects Dixons Travel customers. Sales are up by 25%
and customer feedback is wholly positive with ‘Happy
or Not’ customer satisfaction survey results consistently
over 90%.
42
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report
Distributing our products efficiently
We are committed to ensuring customers receive their
products efficiently, wherever they want them.
Since the arrival of 50 new 7.2 tonne vehicles to our fleet
in December 2018 we are seeing a 5% improvement in
fuel miles per gallon (MPG), compared to our 7.5t fleet. For
2019/20 we are targeting bigger reductions with improved
driver training, the use of telematics and a new ‘in-cab’
driver alert system. Our entire fleet is now 100% Euro 6
compliant and meets all emissions regulations, including the
low emissions zone for London. To support our business
goal of achieving the ISO50001 standard, our MPG is now
recorded each month so we can closely monitor and fine
tune our performance.
We have procedures in place for dealing with extreme
weather and during our peak trading period we take on
additional warehousing to hold stock, maintain supply
chain efficiencies and cope better with larger quantities of
products, enabling us to move more efficiently if specific
centres are inaccessible.
Helping Everyone Enjoy Amazing Technology
For 2019/20, we will make amazing technology accessible
and affordable, offering credit responsibly. We will provide
opportunities, tools and resources, including our reach,
expertise, time and money to help everyone enjoy amazing
technology. We will have something to make life more
enjoyable for everyone, from greener, cheaper or smarter to
recycled, repaired or donated.
ENJOY
COLLABORATING WITH
MANUFACTURERS AND
SUPPLIERS TO GIVE
CUSTOMERS PEACE OF MIND
We are increasing our focus on understanding and
managing the impacts within our supply chain and are
looking to grow the range of products we sell, that come
from ethically and responsibly aware supply chains. We will
also consider sustainability performance including energy
efficiency, climate change impact, water use or biodiversity
impacts when selecting suppliers or renegotiating contracts.
Suppliers are asked to complete a questionnaire for every
Request for Proposal (RFP) placed through our procurement
system, Ariba. They are asked if they respond to the CDP
Climate Change Questionnaire, whether they have targets
to reduce their Greenhouse Gas emissions and to supply a
copy of their Environmental Policy.
Ensuring the highest ethical standards
Our Responsible Sourcing Policy reflects our commitment
to acting with integrity in our business relationships and
is based on the Social Accountability 8000 standard and
FTSE4Good criteria.
We also work closely with organisations such as SEDEX,
the British Retail Consortium and Hope for Justice’s Slave
Free Alliance to ensure our policies and procedures remain
relevant. This year we also became members of the Ethical
Trade Initiative (ETI) and have created the Dixons Carphone
Standards for Responsible Sourcing which set out the
high values we expect from our suppliers and their supply
chains. The Standards will be issued to all new and existing
suppliers and we will assess supplier performance.
Our Original Equipment Manufacturer (OEM) in Hong Kong
sources many product types sold under our own or licensed
brand names. This well-established part of our operation
has been subject to ethical auditing and risk assessment
for many years. OEM suppliers are required to comply with
our strict trading terms and operational procedures, and
to implement and enforce effective systems and controls
to meet our minimum standards in respect of Health and
Safety, wages, working hours, equal opportunities, freedom
of association, collective bargaining and disciplinary
procedures. Employing forced or child labour is strictly
against our terms of operation.
Adherence to our policies is monitored by assessors who
audit our suppliers prior to selection and on an ongoing
basis. Where working practice failures have been identified,
we work with suppliers to help them improve their working
practices including ethical sourcing, health and safety and
quality management. Where this is not possible, or no
improvements are made, they will not be approved as a
supplier or delisted. During the year under review, 5 of the
factories classified as red failed to make improvements and
therefore the Group did not approve them to supply our
branded products or they were delisted.
The results of ethical supply chain audits carried out during
the period under review are in the table below:
Performance indicators 2017/18
Green
Amber
Audit status
11
73
Red
8
Total
92
A business and supply chain free
of exploitation and forced labour
Delisted
/ not
approved
5
Our Board fully supports the Modern Slavery Act and is
committed to combatting slavery and human trafficking.
Following our work in 2017/18 to map our first-tier suppliers
globally we have issued our workers’ rights questionnaire with
the aim of better understanding the risks of modern slavery
and focus our efforts going forward. Our latest Statement
and our Policy on Modern Slavery can be found on www.
dixonscarphone.com.
We employed our first colleague as part of the Bright Future
programme. Bright Future is an employment programme
developed by the Co-op with charity partners, to provide
victims of modern slavery with a pathway to paid employment
and reintegration into society. We hope to welcome more
colleagues through this pioneering scheme in 2019.
43
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report
Sustainable
Business continued
Modern Slavery and Ethical Sourcing policy
Our Group’s Modern Slavery policy has now been issued
to everyone within our business as well as our suppliers,
agents and other partners with the clear expectation it is
universally adhered to. Our new Standards for Responsible
Sourcing also require our suppliers to work towards full
Ethical Trade Initiative (ETI) Base Code compliance in their
business and their own supply chains.
The Group also has an Ethical Sourcing Policy which
includes anti-slavery and reflects our commitment to
human rights, acting ethically and with integrity in all our
business relationships. We require our OEM suppliers to
implement and enforce effective systems and controls to
ensure slavery and human trafficking is not taking place.
Looking after ourselves and each other so we
stay healthy, happy and energised
The commitment to meet our obligations for health, safety
and welfare is set out in the health and safety policy which is
reviewed annually and signed by our Group Chief Executive.
Health and Safety
We have arrangements for managing significant risks to our
colleagues, contractors, visitors and customers in relation
to safety and health. Regular internal inspections and safety
tours are also undertaken as well as corporate audits to
verify compliance. In 2018 our retail health and safety team
were rewarded with a Gold RoSPA award.
Digital training is provided to colleagues covering everything
from inductions to workplace violence, as well as face
to face training such as first aid, fire marshalling and
material handling equipment. In addition, a programme of
instruction and assessment is provided for colleagues using
display screen equipment, to ensure they can adjust their
ergonomic features and achieve a comfortable posture at
their workstations while reducing musculoskeletal disorders.
As we near conclusion of our previous three-year plan,
we are developing a new plan to take us to 2021, based
on a nationally recognised management system model
which identifies applicable regulation and the maturity of
alignment. Key strategic pillars are to be used to measure
progress and allow milestones to be tracked. The plan
will consider leading and lagging indicators to allow the
appropriate level of focus from the inception to completion.
In order to continually improve safety performance and
underpin the strategic plan, our health and safety team has
been re-structured to ensure it meets the current business
needs. Competency is continually being reviewed and
relevant training and support for key personnel provided.
Cross functional collaboration is encouraged to address
issues such as violence (e.g. robbery, aggravated burglary),
mental health and encourage a healthy workplace.
Road Safety
Our fleet compliance team works with Health and Safety to
ensure all management and drivers are made aware of our
policies and procedures regarding precautions for climate-
related physical risks, such as extreme weather conditions.
A new Driving at Work policy has been issued to provide
drivers with safety and wellbeing guidance and help them
understand their responsibilities in relation to compliance,
vehicle management and driving licence requirements.
We operate in extreme temperatures, high winds and heavy
rain, so relevant briefs and mail drops reminding drivers
of the necessary vehicle checks, essential equipment and
potential risks are regularly issued.
Colleague health and wellbeing
We aim to create a happier, healthier and more productive
workforce, while reducing time off through sickness and
ensuring optimum levels of energy and resilience. Mental
health management training has been introduced for
HR Business Partners and all colleagues receive regular
updates and information on health, resilience and wellbeing.
In addition, ergonomics advice and equipment is provided
to prevent musculoskeletal injuries, along with training and
protective equipment for installers and delivery teams.
Corporate challenge initiatives encourage healthy living,
while on-site fitness facilities include a gym in our main
support centre, shower facilities, secure bicycle storage
and restaurants offering a balanced menu and range of
healthy nutritionist-approved foods. An Employee Assistance
Programme operates 24/7 offering support for a range
of issues such as stress, smoking cessation and debt
management.
Financial inclusion
Financial concerns can impact people at home and work and so in 2018, we launched Salary Finance, where colleagues can
apply for loans at affordable rates and receive budgeting and saving tips and tools. Loan repayments are deducted directly
from the colleague’s salary.
As well as supporting affordable access to our products and services for colleagues, we also support people employed
in other organisations such as the NHS with our gift cards and eGift cards being used to facilitate the purchase of
products over an extended period of time through third party benefits platforms. Payments are deducted directly from
the employee’s salary and our relationship remains solely with the agency.
44
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report Britain’s Healthiest Workplace 2018
We entered this national survey, sponsored by the Financial
Times and Vitality Health for the third consecutive year.
Approximately 600 colleagues completed a comprehensive
survey, personal to their health and wellbeing at work.
The resulting independent report and recommendations
continue to help us identify and mitigate health risks and
support colleague wellbeing.
Dixons Carphone Race to the Stones 2018
In July, we activated our headline sponsorship of the multi-award winning Dixons
Carphone Race to the Stones for the fifth consecutive year.
The positive impact of this event is demonstrable, with 82% of colleagues who
took part in 2018 feeling preparation for this two-day ultra-challenge improved
their overall health.
We continue our headline sponsorship in July 2019 with our General Counsel and
Company Secretary, Nigel Paterson and Group Strategy and Corporate Affairs
Director, Assad Malic, leading Team Dixons Carphone while fundraising for
charities, Young Minds and Sport Relief.
Step to the Stones
For the first time, colleagues across
our Group can take part in the Dixons
Carphone Race to the Stones virtually.
Step to the Stones is an innovative way
of encouraging colleagues to get active
and engage with teams and individuals
from across our one business.
Participants will step the 100km
distance over a two week period and
have the opportunity to win amazing
technology throughout the challenge.
This digital extension is a key part
of our ongoing commitment to the
support colleague physical and mental
wellbeing.
45
Ultimate Workplace 2018
In September, we delivered a 12-week wellbeing programme to directly improve
the mental health and fitness of 100 colleagues - and the wider business
indirectly using Facebook and Workplace as interactive platforms.
We enlisted one of the British Army’s top fitness coaches who devised bespoke
fitness programmes supported by videos and an app. This was our most
innovative and ambitious programme to date, with cutting edge fitness tech
being used to gamify and reward wellbeing.
MyZone fitness bands were used to track how well a colleague had performed
and how much effort they exerted during any set workout, wherever they were
based throughout the UK. Those taking part communicated regularly, posting
videos and supporting each other’s progress.
This initiative had a demonstratable impact on the mental health of participating
colleagues and in April 2019 was used as a positive case study in a special feature
about the impact of health at work and productivity on BBC Breakfast News.
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report Sustainable
Business continued
AMAZING
TECHNOLOGY
WE USE AMAZING
TECHNOLOGY FOR GOOD
We are committed to being a responsible member of every
community we do business in: whether it is by match-
funding employee fundraising, supporting community
initiatives or charity partnerships, we leverage our unique
capabilities to make a positive impact locally.
Heads Together
Dixons Carphone has been a corporate partner of Heads
Together, the mental health campaign spearheaded by The
Royal Foundation of The Duke and Duchess of Cambridge
and The Duke and Duchess of Sussex, since it launched
in 2016. Heads Together combines a campaign to tackle
stigma and change the conversation on mental health
with fundraising for a series of innovative mental health
programmes.
To build on the progress made by the campaign in tackling
stigma, 2018 saw the launch of two new online portals;
Mentally Healthy Schools and Mental Health at Work, which
provide much-needed resources for employers and primary
schools. To support the Armed Forces, Heads Together
announced a partnership with the Ministry of Defence to
introduce mandatory ‘mental fitness’ training. The charity
also granted £3 million to facilitate the launch of the UK’s
first crisis text line, Shout. Each programme has received
an overwhelming response with the Mentally Healthy
Schools platform receiving over 150,000 visitors in the first
12 months and the Mental Health at Work gateway getting
100,000 visitors in the first 6 months. This illustrates the
demand for high-quality mental health tools and resources.
Dixons Carphone will continue its support of Heads
Together in 2019, as it develops these programmes and
targets more groups in need of specialist support.
‘Pennies’ the digital charity box
Heads Together is the main beneficiary of a customer
donation option, thanks to our partnership with Pennies
(registered charity number 1122489), the award winning
fintech charity. Pennies’ digital charity box rolled out in
Carphone Warehouse stores from June 2018 and offers
customers the chance to make a 25p charitable donation
when they pay by card or digital wallet. To date Pennies has
raised £75,184 via 300,738 in store customer donations and
we are on schedule to raise £100,000 by August 2019.
46
The Mix
We continued our long-term support of The Mix (registered
charity number 1048995), helping them to provide instant
support to the three million young people who contact them
each year.
Just as Dixons Carphone matches customers with the best
equipment and services for their needs, The Mix supports
the physical and mental wellbeing of young people under 25
across the UK, whatever their issue, through the technology
of their choice. The Mix operates a free, confidential support
service, available 24/7, 365 days a year, via phone, text,
web, social media and counselling.
In 2017/18 we gave a total of £351,000 gift in kind to The
Mix for their office and helpline accommodation as well as
legal support services and fundraising through employee
events and initiatives. This enabled The Mix to deliver
over 37,000 contacts to 19,000 unique callers, including
two ambulances a day for young people in crisis. The Mix
remains the largest single source of traffic to Shout, the
lifesaving crisis text service in the UK for vulnerable young
people.
Charity dinner 2018
We held a charity dinner at London’s Natural History
Museum in September 2018, leveraging our corporate
sponsorship and fundraising £264,205 for three charitable
projects that supported our sustainability priorities. The
evening brought together 250 supplier guests and helped
enable the facilitation of Shout the lifesaving crisis text
service for vulnerable young people, through The Mix, a
project with EcoSchools to mobilise 18,500 schoolchildren
to collect unwanted electronic gadgets and use them to
bring isolated community members together, and the
creation of a national electrical appliance registration
initiative for safer homes with Electrical Safety First.
The Dixons Carphone Foundation (‘Foundation’)
and Elkjøp Foundation
The Group operates three charitable foundations, The
DSG International Foundation, registered with the
Charities Commission, and a Dixons Carphone Foundation
fundraising account established under the Charities Aid
Foundation (‘CAF’) for the benefit of the charity or charities
selected by Dixons Carphone and approved by CAF. In the
Nordics, we support good causes through the The Elkjøp
Foundation.
The Dixons Carphone fundraising account was set up to
deliver our ambition of improving lives through technology
and facilitates colleague match-funding applications and
one-off donations to emergencies and disaster funds.
In 2018/19 we gave £24,069 through the Charities Aid
Foundation to a wide variety of causes. Colleagues also
donated £10,561 through Give As You Earn.
The Elkjøp Foundation supports several Nordic and local
initiatives to help bridge digital divides by working with
organisations to improve technological knowledge and
make products available to disadvantaged groups.
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report In Kind Direct
We donated thousands of pounds worth of nearly new stock
generated through our Christmas marketing promotion
to In Kind Direct (registered charity number 105267),
who distribute discounted consumer goods, donated by
manufacturers and retailers, to thousands of charities and
community groups across the UK.
Colleagues at Sheffield Contact Centre raised over £37,353
for a variety of local and national causes including the
Sheffield Children’s Hospital, where the Contact Centre’s
long-standing support has been nominated for the charity’s
new Corporate Partnership Awards. This team have also
been shortlisted for the prestigious Contact Centre Awards,
which recognise excellence and best practice.
Community support
Community fundraising is encouraged across the Group and
each year, we support hundreds of causes that resonate
locally.
Our UK Retail colleagues have climbed, run, cycled,
dressed up and challenged themselves to raise thousands
of pounds for charities including St George Rainbows
Children’s Hospice, Macmillan, Save the Children, Children
In Need, New Cross Hospital Cancer Ward, Cancer
Research, Comic Relief, Derian’s House Hospice, Diabetes
UK, Sport Relief, The Border Collie Trust, Violet Graces
Gift, Ty Gobaith (Hope House Hospice), Army Benevolent
Fund - The Soldiers Charity, St Rocco’s Hospice, No more
Knives, Air Ambulance, Mary Curie, George Alexander, West
Field School, Brain Tumour Research, St Leonard’s Hospice
Sunflower Centre, Alder Hey Children’s Hospice, The Brain
Tumour Charity, Brian House Children’s Hospice, Help the
Heroes, Trust Sober, Movember, Anthony Nolan Trust,
The Thistle foundation, Edinburgh North East Foodbank,
SocialBite, Children’s Hospices Across Scotland (CHAS),
St Andrews Hospice, Tiny Changes, Cash for kids and
Positive Steps mental health charity.
Give Back with Grundig
We partnered with Grundig to donate £200,000 worth of
appliances to local food related charities nominated by
our store colleagues. This supplier collaboration supports
Grundig’s Respect Food initiative and the United Nation’s
Sustainability Goal for Zero Hunger. Hundreds of brand-
new cooking, laundry, refrigeration or dishwashing
appliances are being donated until 2020, with 75 units to
the value of £36,000 donated to local community causes
since its launch in September 2018.
Approval of Strategic Report
This Strategic Report was approved by the Board and
signed on its behalf by:
Alex Baldock
Group Chief Executive
19 June 2019
47
Dixons Carphone plc Annual Report and Accounts 2018/19Strategic Report Board of Directors
Biographies
Lord Livingston of Parkhead
Chairman N
Lord Livingston of Parkhead is the Chairman
of Dixons Carphone and the Chair of the
Nominations Committee. He joined the Board as
Deputy Chairman and Non-Executive Director
in 2015. He was previously Minister of State for
Trade and Investment from 2013 to 2015 and chief
executive officer at BT Group plc from 2008 to
2013. Prior to that he was chief executive officer,
BT retail and group chief financial officer of BT. He
is a chartered accountant and previously held the
position of chief financial officer of Dixons Group
plc between 1996 and 2002, having served in a
number of roles over more than a decade with the
company. He is chairman of Man Group plc and a
trustee of Jewish Care.
Ian has over twenty years of board level
experience and is able to provide extensive
knowledge and understanding of successfully
growing a complex international business. He
has a strong track record of delivering innovative
leadership that is invaluable to the Company.
Alex Baldock
Group Chief Executive D
Alex Baldock joined the Board as Group Chief
Executive of Dixons Carphone on 3 April 2018.
He was group chief executive of Shop Direct
from 2012 to early 2018. Prior to that, Alex was
managing director of Lombard (a division of Royal
Bank of Scotland), and was commercial director
and corporate director at Barclays Bank. His
earlier career included consultancy roles with Bain
& Company and Kalchas.
Alex has an outstanding track record in leading
large, complex consumer-facing businesses. He
led Shop Direct through one of UK Retail’s fastest,
most far-reaching and most successful digital
transformations, delivering five consecutive years
of record financial performance, with strongly
rising sales and an almost tenfold increase in
profits. Alex is particularly valued for his strategic
clarity, relentless execution and his ability to
inspire individuals around him.
Board skills and experience
Tony DeNunzio CBE
Deputy Chairman and
Senior Independent Director N R
Tony DeNunzio CBE is Deputy Chairman and
Senior Independent Director of Dixons Carphone.
Tony is Chair of the Remuneration Committee
and a member of the Nominations Committee. He
held the position of president and chief executive
officer of Asda / Walmart UK from 2002 to 2005,
having previously served as chief financial officer
of Asda PLC. He started his career in the fast-
moving consumer goods sector with financial
positions in Unilever PLC, L’Oréal and PepsiCo,
Inc. He was also previously non-executive
director of Alliance Boots GmbH, chairman of
Maxeda Retail Group BV, and deputy chairman
and senior independent director of MFI Furniture
Group plc (now Howden Joinery Group Plc). He
has also been chairman of the advisory board of
Manchester Business School and was awarded
a CBE for services to retail in 2005. Tony is non-
executive chairman of Pets at Home Group Plc,
senior adviser at Kohlberg, Kravis, Roberts & Co
L.P., and a non-executive director of PrimaPrix SL.
Tony has extensive retail and financial experience
gained in international businesses.
Jonny Mason
Group Chief Financial Officer D
Jonny Mason joined the Board as Group Chief
Financial Officer of Dixons Carphone on 13
August 2018. Jonny was chief financial officer
of Halfords plc from 2015 and was interim chief
executive officer between September 2017 and
January 2018. Prior to that, Jonny was chief
financial officer of Scandi Standard AB, chief
financial officer at Odeon and UCI Cinemas and
finance director of Sainsbury’s Supermarkets. His
early career included finance roles with Shell and
Hanson plc.
Jonny has an extensive track record as chief
financial officer in diverse businesses and his
business experience in Sweden is particularly
valued by the Board.
Number of Board members
0
1
2
3
4
5
6
7
8
0
1
2
3
Strategy (development and implementation)
General retailing experience
Accounting, finance and audit
Corporate transactions
International
Risk management
48
Regulatory
Marketing / advertising
Governance
IT and technology
Consumer Financial Services
Online retailing experience
Human Resources Management
Dixons Carphone plc Annual Report and Accounts 2018/19Corporate Governance Andrea Gisle Joosen
Independent Non-Executive Director N R
Andrea Gisle Joosen was appointed as a Non-
Executive Director of Dixons Carphone on 6
August 2014 following the merger of Dixons Retail
with Carphone Warehouse. Andrea joined Dixons
as a non-executive director on 1 March 2013. Her
former roles include chairman of Teknikmagasinet
AB, non-executive director of Lighthouse
Group, chief executive of Boxer TV Access
AB in Sweden and managing director (Nordic
region) of Panasonic, Chantelle AB and Twentieth
Century Fox. Her early career involved several
senior marketing roles with Procter & Gamble
and Johnson & Johnson. She is currently a non-
executive director of ICA Gruppen AB, James
Hardie Industries plc and BillerudKorsnäs AB.
Andrea has extensive international business
experience in a variety of sectors including
marketing, brand management, business
development and consumer electronics.
Nigel Paterson
General Counsel and
Company Secretary D
Nigel Paterson was appointed General Counsel
and Company Secretary in April 2015. He has
a strong background in UK and international
telecoms and held several senior legal roles at BT
Group plc before joining Dixons Carphone. These
included general counsel of BT consumer, head of
competition & regulatory law, and vice president
and chief counsel for UK and major transactions.
Prior to BT, Nigel was engaged as legal counsel at
ExxonMobil International Limited. He trained and
qualified as a solicitor with Linklaters.
Gerry Murphy
Independent Non-Executive Director
A R
Gerry Murphy is a Non-Executive Director
of Dixons Carphone and joined Carphone
Warehouse as a non-executive director on 2 April
2014. He is a former Deloitte LLP partner and
was leader of its Professional Practices Group
with direct industry experience in consumer
business, retail and technology, media and
telecommunications. He was a member of
the Deloitte board and chairman of its audit
committee for a number of years and also
chairman of the Audit & Assurance Faculty of the
Institute of Chartered Accountants in England
and Wales. Gerry is senior independent director
of Capital & Counties Properties PLC and a non-
executive board member of the Department of
Health and Social Care.
Gerry has extensive audit and finance experience
in consumer business, retail and technology and
media and communications sectors.
Key
A Audit Committee
D Disclosure Committee
N Nominations Committee
R Remuneration Committee
Eileen Burbidge MBE
Independent Non-Executive Director A
Eileen Burbidge MBE joined the Board as a
Non-Executive Director on 1 January 2019. Eileen
has a university degree in computer science
and since a career start in telecoms at Verizon
Wireless, she has held various roles at Apple, Sun
Microsystems, Openwave, PalmSource, Skype
and Yahoo!. Eileen was previously a member of
the Prime Minister’s Business Advisory Group and
is still the HM Treasury Special Envoy for Fintech,
Chair of Tech Nation and Tech Ambassador for
the Mayor of London’s office. Eileen co-founded
Passion Capital in 2011 where she is a partner
and represents as non-executive/investor director
at Monzo Bank along with several other Passion
Capital portfolio companies.
Eileen has a strong technology background
and is a leader in the development of the UK’s
increasingly renowned fintech industry. Eileen
brings a constructive, challenging and balanced
perspective to the Board, with a real focus on
technology innovation, value creation and an
informed perspective on the digital consumer.
Fiona McBain
Independent Non-Executive Director A
Fiona McBain joined the Board as a Non-Executive
Director on 1 March 2017 and was appointed
Chair of the Audit Committee on 6 September
2018. Fiona was chief executive officer of Scottish
Friendly Group until December 2016, having joined
the company in 1998. She was previously engaged
in the finance functions at Prudential plc and
Scottish Amicable. She qualified as a chartered
accountant with Arthur Young (now EY) in London,
working across a number of industry sectors in the
UK and then in the US. Fiona is currently chairman
of Scottish Mortgage Investment Trust PLC and
a non-executive director of Direct Line Insurance
Group plc.
Fiona has an outstanding record of business
leadership and has over 30 years’ experience in
retail financial services, in the industry and as an
auditor.
Board composition
Board members
by gender
Balance of
the Board
Non-Executive
Directors’ Tenure
Male: 5
Female: 3
Executive: 2
Non-Executive: 6
0–3 years: 2
3–6 years: 4
49
Dixons Carphone plc Annual Report and Accounts 2018/19Corporate Governance Corporate
Governance
Report
Corporate Governance
Report
Chairman’s introduction
Dear Shareholder
I am pleased to present the Corporate Governance report
for 2018/19. It is my role as Chairman to ensure that
the Board operates effectively. This report sets out the
approach taken by the Board to achieve high standards of
corporate governance as the foundation of long-term value
creation for our shareholders and meet our responsibilities
to our other stakeholders, in particular to ensure the right
outcomes for our customers and colleagues.
Corporate governance
We welcomed the publication of the 2018 UK Corporate
Governance Code and will report in full against its principles
and provisions in this report next year. I believe that strong
corporate governance is at the heart of any well managed
business. Each year the Board considers the Group’s key
policies, committees’ structure and terms of reference,
the time commitment, external appointments and the
duties of all directors including the Chairman, Group Chief
Executive and the Senior Independent Director to ensure
that our governance framework is operating effectively.
The Board reviewed our governance practices against the
2016 UK Corporate Governance Code (the ‘Code’) again
this year and continues to be satisfied that our governance
framework is aligned to best practice.
Changes to the Board
During the year the composition of the Board has been
further enhanced by the appointments of Jonny Mason
and Eileen Burbidge. Jonny was appointed as Group Chief
Financial Officer on 13 August 2018 and brings valuable
listed company experience from finance leadership roles
in both the UK and the Nordics. Eileen joined the Board as
a Non-Executive Director on 1 January 2019. She has a
strong technology background and is a key contributor to
the increasing Board focus on technology innovation and
provides an informed perspective on the digital consumer.
Board priorities
The main focus of the Board during the year has been
discussing, challenging and agreeing the strategic priorities
for the business and the investment and implementation
processes needed to successfully deliver them and drive
financial performance. The Board has also overseen
the Company’s preparations for Brexit, the progress
of measures to enhance cyber security and regulatory
compliance and the transformation of the IT infrastructure.
A summary of the Board topics considered during the year
is included in this report.
Board performance and evaluation
There have been significant board composition changes
over the last 18 months and these have taken place during
a transformational time for the business. I am pleased
to report that the Board dynamic is working well. The
directors act cohesively, all directors invest significant
time and energy in their roles both in and between board
meetings and there is robust challenge of management and
performance. A comprehensive external Board evaluation
was carried out during the year. A description of the process
and a summary of the findings and follow up actions are
included in this report. The evaluation concluded that the
Board is operating very effectively but has identified some
actions to further enhance the effectiveness of the Board.
Employees
The Board discussed during the year the vital role that
our colleagues will play in our transformation and the
importance of them being engaged in and being able to
benefit from the changes we are making to the business.
It was agreed during that employee forums be established
in the UK & Ireland and International businesses to help us
enhance and streamline our engagement with employees.
We look forward to sharing the outcomes of these forums
in this report next year. We published our Gender Pay
Report in April. While our gender pay gap is significantly
narrower than the national average, the Board remains
determined to make efforts to close the gap further. The
Company has recruited more females at Board, Executive
Committee and senior management level during the year
and our commitment to promoting and embracing all forms
of diversity remains a key priority.
Customers and Community
The Board considered the Company’s sustainable business
practices as part of the strategic discussions this year.
Our corporate social responsibility priorities are embedded
as part of the Company vision – We Help Everyone Enjoy
Amazing Technology (WHEEAT) – and are considered as
part of all operational decisions we make. This is described
in more detail on page 9 of the Strategic Report. We will
share more detail on the impact that the programme has
had in respect of each of our stakeholder groups in this
report next year.
Conclusion
It has been an important year in our journey to deliver a
more valuable business for our shareholders whilst having a
positive impact on the wider community. I am confident that
the Board is well positioned to provide strong and effective
leadership for the next phase of the Company’s growth.
I hope to see many of you at this year’s Annual General
Meeting in September.
Lord Livingston of Parkhead
Chairman
19 June 2019
50
Corporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 The Board and Committees Structure
Dixons Carphone Board
Audit Committee1
Disclosure Committee2
Nominations Committee3
Remuneration Committee4
1 Audit Committee pages 64 to 72
2 Disclosure Committee page 73
3 Nominations Committee pages 74 to 76
4 Remuneration Committee pages 77 to 102
out in the Code when considering independence, as well
as contributions made during Board deliberations. These
independent non-executive directors are Tony DeNunzio,
Eileen Burbidge, Andrea Gisle Joosen, Fiona McBain and
Gerry Murphy. More than half of the Board (excluding the
Chairman, Lord Livingston of Parkhead) is considered to be
independent in accordance with the Code. Every year the
Board, supported by the Nominations Committee, considers
the collective skills, experience and the composition of the
Board and assesses whether or not the Board membership
enables the effective delivery of the Company’s strategy.
In accordance with the Code, all directors will stand for
election or re-election at the Company’s Annual General
Meeting (‘AGM’). Biographical information and the
committee membership of each of the directors is shown
on pages 48 and 49.
Board diversity
The Board composition review takes account of all forms of
diversity, including gender, professional, international and
ethnic diversity. At year end, the Board had three female
directors, one of whom is based outside the UK and two
directors with international experience who contribute to the
Board knowledge of the European business environment.
The review this year again concluded that the Board
possessed the necessary skills and experience to discharge
its duties fully and to challenge management effectively.
Time commitment
The annual review process includes requiring the non-
executive directors to confirm that they continue to have
sufficient time available to dedicate to Company business
and all have formally done so. The Nominations Committee
has considered the commitment shown by the non-
executive directors to the Company and is satisfied that all
directors devote appropriate time to their roles. The Board
directors work together to challenge as well as support
each other to deliver effective business decision-making,
leadership and oversight for all aspects of the business.
Corporate Governance statement
The Board confirms that throughout the year ended 27
April 2019 and as at the date of this Annual Report and
Accounts (‘ARA’), the Company has been fully compliant
with the Code. A copy of the Code can be obtained from
the Financial Reporting Council’s website, www.frc.org.uk.
This report, together with the Directors’ Report on pages 61
to 63 details how the principles and provisions have been
applied.
Corporate Governance Framework
The Dixons Carphone plc Board is supported by four
committees: Audit, Remuneration, Nominations and
Disclosure. The committees are comprised of members
of the Board with the exception of the General Counsel
and Company Secretary who is a member of the Disclosure
Committee. The day to day management of the business
is delegated to the Group Chief Executive who leads the
implementation of the strategy approved by the Board.
The Group Chief Executive is supported by an Executive
Committee which consists of 9 senior leaders in the
business and also by a wider Group Leadership Team
of approximately 80 colleagues who support the Executive
Committee in driving the management agenda.
Board role
The collective duty of the Board is to provide clear,
responsible leadership to the Group. The Board ensures
the long-term success of the Company within a framework
of efficient and effective controls that allow the key issues
and risks facing the business to be assessed and managed.
The Board sets the Company strategy and oversees its
implementation whilst considering the impact on, and the
responsibility it has to, all the Company’s stakeholders as
part of its decision making. The Board delegates clearly
defined responsibilities to its committees and the terms
of reference for these committees are available on the
Company’s website at www.dixonscarphone.com/investors
Board composition and independence
At year end, the Board comprised eight members: the
Chairman, two executive directors and five non-executive
directors, each of whom is determined by the Board to
be independent in character and judgement and who
provide effective challenge to the Board and the business.
The Nominations Committee considers the criteria set
51
Corporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 continued
Corporate Governance
Report continued
Director responsibilities
In accordance with the Code, there is a clear division of
responsibility between the Chairman and the Group Chief
Executive. Role descriptions are in place for the Chairman,
Group Chief Executive and Senior Independent Director and
the Nominations Committee reviews and considers these
on an annual basis and recommends any changes to the
Board. The role descriptions were last considered in March
2019 and were updated to further clarify the accountability
for company culture and stakeholders. The responsibilities
of the different components of the Board are set out below.
Chairman’s responsibilities
– manage the Board;
–
–
–
–
represent all stakeholders’ interests;
lead the Board in reviewing and approving the Group’s
strategy, budget and business proposals;
ensure Board and committee effectiveness;
ensure the appropriate balance of skills, experience
and knowledge on the Board;
– promote (with the Company Secretary) the highest
standards of corporate governance;
–
–
–
facilitate effective contributions of the non-executive
directors;
ensure constructive relations between the executive
and non-executive directors;
oversee induction, development, performance
evaluation, and succession planning of the Board; and
– promote diversity and equality of opportunity across
the Group.
Group Chief Executive’s responsibilities
–
formulate the Group strategy and direction
(with the Chairman) and develop Group objectives;
– deliver Group financial performance;
– provide leadership to the Group and senior management
and ensure effective performance and succession;
–
identify business development opportunities;
– manage Group risk profile and ensure internal
controls and risk mitigation measures are in place;
represent the Company to key stakeholders;
to communicate Company culture and ensure
practices drive appropriate behaviours;
oversee the operational and support functions; and
set standards of performance throughout the Group.
–
–
–
–
52
Senior Independent Director’s responsibilities
– be available to communicate with shareholders;
–
–
–
appraise the performance of the Chairman annually;
oversee an orderly succession for the position
of Chairman;
support the Chairman in the performance of his duties;
and
– work with the Chairman, other directors and
shareholders to resolve significant issues and to
maintain Board and Company stability in periods
of stress.
Independent Non-Executive Director’s responsibilities
– provide an independent perspective;
–
–
–
ensure constructive challenge of management;
consider the effectiveness of the implementation
of the strategy within the risk appetite; and
contribute diversity of experience and backgrounds
to Board deliberations.
General Counsel and Company Secretary’s
responsibilities
–
–
–
–
trusted advisor to the Board on corporate governance
matters;
support the Chairman and non-executive directors;
ensure that the Board and committees have the
appropriate type and quality of information they
need to make better business decisions; and
ensure that the corporate governance framework
and practices remain fit for purpose.
Board reserved matters
The formal schedule of matters reserved for the decision
of the Board is considered on an annual basis. This was
last considered in March 2019 and the directors agreed
that the balance of matters reserved and matters delegated
remain appropriate. The matters reserved for Board decision
include:
–
approval of published financial statements, dividend
policy and other disclosures requiring Board approval;
– declaration of interim and recommendation of final
dividends;
–
–
–
–
–
–
approval of budget and Group strategy and objectives;
appointment and remuneration of directors, Company
Secretary and other senior executives;
approval of major acquisitions and disposals;
approval of authority levels for expenditure;
approval of Group policies;
approval of treasury / internal control and risk
management policies; and
–
approval of shareholder communications.
HEAD_0 1st line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Board topics considered in 2018/19
2018
May
– budget update
– classification of intercompany loan
– hire agreement contract
– network agreements and strategy
– cyber security
– IT infrastructure update
– insurance review
– health and safety review and policy
update
– GDPR update
– internal Board evaluation review
– corporate governance review and
update
– annual review of conflicts
– delegation of authority approval
June
– final dividend approval
– preliminary announcement and
September
– Annual General Meeting
– Q1 trading update
– strategic update
– risk register review*
– cyber security
– Remuneration Committee Terms of
Reference approval
October
– contracts approval
– strategic update
– dividend strategy and timetable
– pension strategy and funding update
– post investment review of commercial
systems
– workforce engagement and share
ownership
– insurance review
– modern slavery statement approval
– banking facilities delegation to
annual report and accounts 2017/18
committee approval
– cash pooling facility approval
– Nominations Committee Terms of
Reference approval
November
– country strategic update
– financial plan cash considerations
– colleague share plan
– pension strategy
– dividend cover
December
– interim announcement approval
– interim dividend approval
– mobile/credit capex approval
– Brexit contingency planning
– annual general meeting documents
– market insights
– business area strategic update
– network agreements and strategy
– Nordic strategy
– modern slavery statement approval
– GDPR internal audit findings
– PDMR approval
July
– audit of networks
– delegation of authority approval
– cyber security
– property update
– competition law update
– litigation update
– supply chain update
– new UK Corporate Governance Code
August
– future vision and strategy
2019
January
– Christmas trading update
– customer voice findings update
– IT capex approval
– leadership and succession planning
– diversity reporting
– workforce engagement
– colleague shareholder scheme rules
approval
– Disclosure Committee Terms of
Reference approval
– delegation of authority approval
– compliance investigation update
March
– pricing and value strategy update
– IT capex approvals
– transformation update
– funding update
– gender pay gap reporting
– employee engagement update
– Brexit contingency planning
– corporate social responsibility update
– risk register review*
– Audit Committee Terms of Reference
approval
– formal schedule of Matters Reserved
for Board approval
– non-executive director fees review
– Chairman, SID, Group Chief
Executive role descriptions review
– delegation of Authority approval
Standing items
– Financial performance update
– regulated businesses’ compliance
– conflicts of interest
– committee reports
– investor relations updates
Exceptional items covered during
2018/19
– appointment of non-executive director
– additional Board strategy discussion
held in August
* Topic refers to principal risks on pages 22 to 24.
The Board’s areas of focus in 2019/20 are expected to include:
– alignment of the Group’s purpose, values and culture;
– implementation of Group strategy and priorities;
– leadership and succession planning for Board and senior
– financial and operational performance;
– review of mobile strategy and performance;
– review of principal risks and risk appetite;
– the implications of Brexit on the Group’s activities;
– regulatory compliance;
– IT infrastructure and cyber security;
management;
– diversity and inclusion;
– health and safety;
– corporate social responsibility; and
– updates on corporate governance best practice.
53
Corporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Corporate Governance
Report continued
Board & Committee membership and attendance
The Board attended eight scheduled meetings and four unscheduled meetings during the period under review. The Board
has met 2 times since the financial year end.
Member
Alex Baldock
Eileen Burbidge(1)
Tony DeNunzio
Andrea Gisle Joosen
Lord Livingston of
Parkhead
Jonny Mason(2)
Fiona McBain(3)
Gerry Murphy
Board
(unscheduled
meetings)
8 of 8
(4 of 4)
2 of 2
(0 of 0)
8 of 8
(3 of 4)
8 of 8
(4 of 4)
8 of 8
(4 of 4)
5 of 5
(3 of 3)
8 of 8
(4 of 4)
8 of 8
(4 of 4)
Audit
Committee
(unscheduled
meetings)
-
Member, 1 of 1
(0 of 0)
-
-
-
-
Chair, 5 of 5
(2 of 2)
Remuneration
Committee
(unscheduled
meetings)
-
-
Chair, 5 of 5
(1 of 1)
Member, 5 of 5
(1 of 1)
-
-
-
Member, 5 of 5
(2 of 2)
Member, 5 of 5
(1 of 1)
Disclosure
Committee
Scheduled and
unscheduled
Member, 13 of 13
-
-
-
-
Chair, 8 of 8
-
-
General Counsel and Company Secretary:
Nigel Paterson
-
-
Former directors:
Jock Lennox(4)
Humphrey Singer(5)
6 of 6
2 of 2
Chair, 4 of 4
-
-
-
-
Member, 13 of 13
-
Chair, 3 of 3
Nominations
Committee
-
-
Member, 2 of 2
Member, 2 of 2
Chair, 2 of 2
-
-
-
-
-
-
(1) Eileen Burbidge was appointed to the Board and the Audit Committee with effect from 1 January 2019.
(2) Jonny Mason was appointed to the Board and the Disclosure Committee on 13 August 2018. From 9 September 2018, Jonny was Chair of the Disclosure
Committee.
(3) Fiona McBain was appointed Chair of the Audit Committee with effect from 6 September 2018, meetings prior to this date she attended as a member.
(4) Jock Lennox stepped down as Audit Committee Chair on 6 September 2018 and resigned from the Board on 31 December 2018.
(5) Humphrey Singer stepped down as Disclosure Committee Chair and resigned from the Board on 21 June 2018.
(6) The Interim Group Chief Financial Officer attended 2 Disclosure Committee Meetings as a Committee member during the year.
Board meetings and information
The Chairman is responsible for ensuring that all directors
are properly briefed on issues arising at Board meetings
and that they have full and timely access to relevant
information. A comprehensive rolling agenda is in place for
the Board and each Committee to ensure that all regular
updates and approvals can be considered in sufficient detail
whilst leaving appropriate space on meeting agendas for
the consideration of topical issues. The Company uses an
electronic board paper system which enables the safe and
secure dissemination of quality information to the Board.
Board and committee papers are normally sent out on a
timely basis. Paper templates and guidance is provided
prompting paper authors to include the information the
directors will need to be able to discharge their duties.
Formal minutes of the board and committee meetings are
prepared by the General Counsel and Company Secretary,
or his nominee, and are approved by the Board and
committees at their next meeting.
The Chairman maintains regular communications with
the non-executive directors in between meetings. Time
is provided before and after every Board meeting for the
non-executive directors to meet without the executives
present. Board dinners are held usually on an evening prior
to a Board meeting to provide the opportunity to discuss
corporate strategy, business performance and other matters
in an informal setting.
Board meetings are usually held at the Company’s head
office. When meetings are held at other Group locations,
meetings and tours are also arranged to provide Board
members with a deeper understanding of the business.
These give directors the opportunity to meet and have
conversations with various staff members across the Group
and to visit stores and operational centres throughout the
portfolio.
54
HEAD_0 1st line continuedHEAD_0 2nd line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Board inductions and training
New directors appointed to the Board receive a personal induction programme, together with guidance and training
appropriate to their level of previous experience. Each director is given the opportunity to meet with senior management
and store colleagues and to visit the Group’s key sites. This enables familiarisation with the businesses, operations,
systems and markets in which the Group operates. New directors also meet with the Group’s auditor and advisors. Jonny
Mason and Eileen Burbidge received tailored induction programmes during the year. A typical induction programme
includes the following elements, as appropriate for each individual director:
Training and information provided
Business and strategy
– business model and strategy
– markets and competitive landscape
–
overview of each business area
– market opportunities
finance, treasury and tax overviews
current financial position and future projections
Finance and audit
–
–
– budget
–
–
–
accounting issues
audit report and findings
risk and internal controls
committee chairs
People to meet
– directors
–
– General Counsel and Company Secretary
– members of the Executive Committee
–
senior management, including the Group Director of
Internal Audit and the Group IT Director
– members of the external audit team
–
store and distribution centre colleagues
Sites to visit
–
various stores and operational locations around the
Group
Investor relations
–
–
–
shareholder base and communications
analyst coverage and perspectives
communication policies
Governance
–
– UK Corporate Governance Code and other best
overview of committees
practice guidance
– UK listed company requirements
– Companies Act and directors’ duties
– Company articles and the role of the Board
The Board receives regular briefings on governance,
compliance and company knowledge in the form of training
sessions from external advisors and in-house briefings from
senior management. During the year, the directors received
briefings on the new UK Corporate Governance Code,
Cyber and market insights.
Succession planning
There have been substantial changes to the Board
composition as the Group Chief Executive and Group
Chief Financial Officer were appointed during 2018
and a new Non-Executive Director joined the Board in
January 2019. However, the Board, with the support of
the Nominations Committee continues to view the need
for robust succession plans as a priority. The Nominations
Committee will review succession plans for all Board and
senior management roles in the coming months and the
executive team has been asked to enhance reporting on
wider succession planning and talent development plans for
key roles below Executive Committee level.
Performance evaluation
The Code recommends that the performance of the Board
be reviewed externally every three years and an external
evaluation of the Board was carried out in 2018/19. Clare
Chalmers Limited carried out the evaluation.
The review was conducted by way of interviews with board
members and a number of senior managers, observation of
a Board meeting and the review of Board and committee
papers, terms of reference and the board skills matrix.
Interview scripts were drafted in a standard format to
ensure consistency, and bespoke questions were added to
personalise the interviews to allow for additional information
reflecting function, role, tenure and experience.
55
Corporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Corporate Governance
Report continued
A report summarising the findings of the review was tabled
at the Board meeting on 8 May 2019 with Clare Chalmers
in attendance. The report addressed all matters relating to
the performance of the Board and this included the roles
of the executive and non-executive directors, the Board,
committees, preparation for and performance at meetings,
the effectiveness of each director and the Chairman,
leadership, culture, strategy and corporate governance.
The key findings and results of this process, together with
agreed actions, are set out below.
Findings
The Board and its committees were found to be operating
well. Highlighted as areas of strength were:
–
–
–
–
–
a strong approach to risk;
a well-led, cohesive Board with excellent skills and
highly engaged, thoughtful directors;
evidence of appropriate challenge in both a constructive
and supportive manner enabling robust decision
making;
a strong working relationship between the Chairman
and the Group Chief Executive that clearly benefits the
company; and
a 50/50 gender balance of non-executive directors
including the Chairman.
–
–
a strong focus on company purpose and strategy
and on monitoring the progress of the current
transformation;
close attention to matters of governance and control,
particularly via the Audit Committee;
Recommendations
Action Plan
Recommendations
The review identified some opportunities for the Board to
enhance its effectiveness. The main recommendations and
2019/20 action plan are summarised below:
Improve efficiency of Board meetings
– Review agenda planners to ensure Board meetings are strategically focussed
Enhance the processes for monitoring
emerging risks
Enhance the processes for driving
diversity and inclusion throughout the
organisation
Enhance oversight of vision, values,
culture and people
Improve the quality of Board and
committee papers
Enhance stakeholder engagement and
increase the visibility of the Board
and to avoid duplication across the Board and its committees.
–
Increase the length of Board meetings to provide more time for discussions on
strategy and other topics.
– Use additional forums such as Board dinners to provide updates on people,
values, recruitment, culture and succession planning.
– Ensure a broader view of emerging risks is embedded across all business
topics.
– Diversity in all its forms continues to be an area of focus. Diversity across the
Board and Executive Committee has improved during the year. Increase the
visibility the Board has of diversity and inclusion initiatives throughout the
wider organisation.
–
–
Increase Board agenda time allocated to people and culture items and invite
the Chief HR Officer to attend for these items.
Increase the Board’s visibility of those colleagues that report into Executive
Committee by providing more opportunities for interaction.
– Consider the appropriate remit of the Nominations Committee.
– Ensure comprehensive succession plans are in place for all Board and
Executive Committee members.
– Board paper guidelines to be reviewed and improved.
– Enhance financial and customer updates provided between meetings to
enable more focus on key strategic topics in Board meetings.
– Encourage more frequent interaction between major shareholders and
directors.
– Ensure that the agenda topics cover all stakeholder groups in sufficient depth.
The Board is of the opinion that the Chairman had no other
commitments during the year that adversely affected his
performance, that his effectiveness in leading the Board
was not impaired and that he cultivated an atmosphere for
positive, challenging and constructive debate. Following
the results of the evaluation, the Board confirms that all
directors, including the Chairman, continue to be effective
and demonstrate commitment to the role, including having
time to attend all necessary meetings and to carry out other
appropriate duties.
Capital and constitutional disclosures
Information on the Company’s share capital and
constitution required to be included in this Corporate
Governance statement is contained in the Directors’ Report
on pages 61 to 63. Such information is incorporated into
this Corporate Governance statement by reference and is
deemed to be part of it.
56
HEAD_0 1st line continuedHEAD_0 2nd line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Risk and internal controls
Committed to effective risk management
The Board has overall responsibility for the Group’s system
of risk management and internal control, and for reviewing
its effectiveness.
– implementing and monitoring controls which are
designed to mitigate the risks to which their area of the
business is exposed. The controls by their nature are
designed to manage rather than eliminate risk and can
only provide reasonable but not absolute assurance
against material misstatement or loss; and
Effective risk management requires collective responsibility
and engagement across the entire business. Dixons
Carphone’s senior management team, operating through
the Group Risk & Compliance Committee, is accountable
for:
– identifying, mitigating and managing risk in their areas of
responsibility;
– ethical and policy compliance.
The system of risk management
and internal control
Dixons Carphone’s system of risk management and internal
control consisted of a number of components, which are
described below:
Components of a system of internal
control
The organisation demonstrates a
commitment to integrity and ethical
values.
The Board of Directors demonstrates
independence from management and
exercises oversight of the development
and performance of internal control.
Management establishes, with Board
oversight, structures, reporting
lines, and appropriate authorities
and responsibilities in the pursuit of
objectives.
The organisation demonstrates a
commitment to attract, develop,
and retain competent individuals in
alignment with objectives.
The organisation holds individuals
accountable for their internal control
responsibilities.
The organisation specifies control
objectives with sufficient clarity
to enable the identification and
assessment of risk relating to its
objectives.
Dixons Carphone activities
– The company demonstrates its commitment to ethical values through the Live
Earth Neutral Initiative and maintaining an Ethical Supply Chain.
– Annual Ethical Conduct Declarations are completed by all management.
– A 24/7 independent whistleblowing hotline enables colleagues to report
breaches of ethics or policy.
– The composition of the Board and the roles of its members changed during
2018/19.
– The Board reviewed the Group’s Principal Risks throughout the period.
– The effectiveness of these systems is regularly monitored and reviewed by the
Audit Committee and the systems refined as necessary to meet changes in the
Group’s business and associated risks.
– The Board undertakes an annual effectiveness review which includes
considerations on the management of risk and internal control.
– The formation of a new Executive Committee and reorganisation of
management to support delivery of the Strategy.
– The Board and its various committees have defined a delegation of authorities
that cascades throughout the Group.
– The establishment of a Transformation Management Office to govern the
initiatives launched to deliver the business strategy.
– The operation of performance management and development processes for
colleagues.
– Training and development are provided to colleagues to cover their risk and
compliance obligations.
– The performance management process holds people accountable for their
responsibilities.
– Control improvement actions resulting from Internal Audit and Minimum
Controls are reviewed are tracked to completion.
– Senior management undertakes annual business planning and ongoing
management of business performance.
– Quarterly business reviews covering financial and operational reporting by
each business unit which involves comparison of actual results with the original
budget and the updating of a full year forecast.
57
Corporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Corporate Governance
Report continued
– The Board has carried out a robust assessment of the principal risks facing
the company, including those that would threaten its business model, future
performance, solvency or liquidity.
– A Group risk process which identifies the principal risks faced by the business,
their potential impact and likelihood of occurrence (assessed on a gross and net
basis), together with an evaluation of the key controls and risk mitigation plans.
– The Group Risk & Compliance Committee meets quarterly and reports to the
Audit Committee to review the management of risks arising out of the Group’s
activities.
– Each business unit operates a risk management process in accordance with the
Group Risk Management Framework and maintains a risk register.
– Fraud and loss prevention operate across our retail, online and logistics
activities.
– Major change initiatives being undertaken in the business consider the
requirements for consequent development in the control environment.
– The Board has defined a risk appetite which sets the boundaries within which
risk-based decision-making can occur and outlines the expectations for the
operation of the control environment.
– The operation of a control self-assessment process to evaluate the operation of
the Minimum Control Standards.
– Control procedures operate over the Company’s operations and IT General
Controls (ITGC).
– The Information Security environment continues to evolve in line with emerging
threats.
– Senior management has established a policy framework for the business.
– Senior management accountabilities and responsibilities are aligned to the
Strategic Vision of the business.
– The Group communicates external stakeholders, including industry bodies and
regulators on the management of risks and issues.
– External audit conducts statutory audits of the Group’s financial statements.
– An Internal Audit function and an annual plan approved by the Audit Committee.
– Business Management is supported by evaluations conducted by internal or
external specialists over the operation of controls for the business’ Principal
Risks.
– There are ongoing control improvements to enhance control design and
effectiveness.
The organisation identifies risks to the
achievement of its objectives across
the entity and analyses risk as a basis
for determining how the risks should be
managed.
The organisation considers the potential
for fraud in assessing risk to the
achievement of objectives.
The organisation identifies and
assesses changes that could
significantly impact the system of
internal control.
The organisation selects and develops
control activities that contribute to the
mitigation of risk to the achievement of
objectives to acceptable levels.
The organisation selects and develops
general control activities over
technology to support the achievement
of objectives.
The organisation deploys control
activities through policies that establish
what is expected and procedures that
put policies into action.
The organisation internally
communicates information, including
objectives and responsibilities for
internal control, necessary to support
the functioning of internal control.
The organisation communicates with
external parties regarding matters
affecting the functioning of internal
control.
The organisation selects, develops,
and performs on-going and/or separate
evaluations to ascertain whether the
components of internal control are
present and functioning.
The organisation evaluates and
communicates internal control
deficiencies in a timely manner to those
parties responsible for taking corrective
action including senior management
and the Board of Directors as
appropriate.
58
HEAD_0 1st line continuedHEAD_0 2nd line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Group Risk Management Structure
Board
Responsible for risk management and internal control
Defines Dixons Carphone risk appetite
Reviews and approves the business risk profile
Audit Committee
Reviews the effectiveness of internal
control
Approves the annual internal and
external audit plans
Considers the internal audit reviews
across the Group
Group Risk & Compliance Committee
Reviews Group and business
unit risk profiles
Monitors the management of
key risks
Considers new and emerging
risks
Executive management
Accountable for the design
and implementation of the
risk management process and
the operation of the internal
control environment
i
i
n
o
s
v
o
r
p
e
c
n
a
r
u
s
s
A
Group Director of Risk
FCA Compliance
Committee
Functional risk
experts
Business unit risk
committees and champions
Supported by:
The diagram above shows the governance structure in place
over the Group’s risk management activities, as at 27 April
2019.
Statement on risk management
and internal control
The system of risk management and internal control
described above was in place and reviewed for
effectiveness. Following the implementation of a new
accounting and finance system during the year, deficiencies
in certain user access rights controls and change
management controls were identified. This resulted in a
programme of remediation and an extension of the scope
of the external audit procedures to review remediation
activities and ensure no inappropriate changes had been
made to relevant databases and systems. The effectiveness
of risk management systems is regularly monitored and
reviewed by the Audit Committee and the systems refined
as necessary to meet changes in the Group’s business
and associated risks. The system of risk management
and internal control can only provide reasonable and not
absolute assurance against material errors, losses, fraud or
breaches of laws and regulations. The Board also monitors
the Company’s system of risk management and internal
control and conducts a review of its effectiveness at least
once a year. This year’s review covered all material controls
during the year and up to the date of approval of the ARA
2018/19, which were approved by the Audit Committee and
the Board. The Board has carried out a robust assessment
of the principal risks facing the Company, including those
that would threaten its business model, future performance,
solvency or liquidity. A description of these risks, together
with details of how they are managed or mitigated, is set out
on pages 22 to 24.
Risk appetite
Dixons Carphone faces a broad range of risks reflecting
the business environment in which it operates. The risks
arising from the Dixons Carphone business environment
and operating model can be significant. Successful financial
performance for the business is achieved by managing
these risks through intelligent decision-making and an
effective control environment that details the processes and
controls required to mitigate risk.
Dixons Carphone’s general risk appetite is a balanced one
that allows taking measured risk as the Company pursues
its strategic objectives, whilst aiming to manage and
minimise risk in its operations. Dixons Carphone recognises
that it is not possible or necessarily desirable to eliminate all
of the risks inherent in its activities. Acceptance of some risk
is often necessary to foster innovation and growth within its
business practices.
Internal audit
The Group has an internal audit department which conducts
audits of selected business processes and functions.
The Group’s internal audit plan sets out the internal audit
programme for 2018/19, which was prepared taking into
account the principal risks across the Group with input from
management and the Audit Committee. The assurance plan
is designed each year to test the robustness of financial and
operational controls and to determine whether operating
procedures are designed and operating effectively. The
Audit Committee approved the 2018/19 internal audit plan in
May 2018 and considers the alignment of the audit plan with
the principal risks faced by the Group as part of its approval
process.
59
Corporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19
The Group Chief Executive has principal responsibility for
investor relations. He is supported by a dedicated investor
relations department that, amongst other matters, ensures
there is a full programme of regular dialogue with major
institutional shareholders and potential shareholders as well
as with sell-side analysts throughout the year. In all such
dialogue, care is taken to ensure that no price-sensitive
information is released.
The Chairman ensures that the Board receives updates
on investor relations matters at each Board meeting. The
Board also receives periodic reports on investors’ views
of the performance of the Company. The Chairman and
non-executive directors are available to meet with major
shareholders as required, and the Chair of the Remuneration
Committee communicates with major shareholders on
remuneration matters.
The Company is committed to fostering effective
communication with all members, be they institutional
investors, private or employee shareholders. The Company
communicates formally to its members when its full year
and half year results are published. These results are posted
on the ‘Investors’ section of the corporate website, as are
other external announcements and press releases.
The AGM is an important forum for the Company to
communicate with shareholders and the Board provides
an account of the progress made by the business during
the year, along with a synopsis of current issues facing the
business. Shareholders are encouraged to attend and ask
questions and the directors, including the Chairs of the
Board committees, are in attendance to answer them.
Further financial and business information is available on
the Group’s corporate website, www.dixonscarphone.com.
Lord Livingston of Parkhead
Chairman
19 June 2019
Corporate Governance
Report continued
The Audit Committee Chair receives and reviews all reports
from the internal audit department detailing its material
findings from testing performed and any recommendations
for improvement. The Audit Committee receives each audit
report with a summary at each meeting. The internal audit
team tracks and reports on the progress against the audit
plan and the implementation of action plans agreed with
management. Once closed, the action plans agreed with
management can be reviewed to determine whether any
new controls and procedures have been implemented
effectively.
The Audit Committee considered the effectiveness of the
internal audit department by considering; scope, resources
and access to information as laid out in the internal audit
charter; the reporting line of internal audit; the annual
internal audit work plan; and the results of the work of
internal audit. A third-party review of the effectiveness of
internal audit was commissioned and the result considered
at the September 2018 Committee meeting. The Committee
concluded that the internal audit department has been
effective in all respects during the period.
Authorisation of conflicts of interest
Each director has a duty under the Companies Act 2006
(the ‘Act’) to avoid a situation where they have or may have
a conflict of interest. They are also required to disclose
to the Board any interest in a transaction or arrangement
that is under consideration by the Company. The General
Counsel and Company Secretary supports the directors in
identifying potential conflicts of interest and reporting them
to the Board. The Board is permitted by the Company’s
articles of association to authorise conflicts when
appropriate. Potential conflicts are approved by the Board,
or by two independent directors if authorisation is needed
quickly, and then reported to the Board at its next meeting.
A register of directors’ conflicts is maintained and directors
are asked to confirm periodically that the information
on the register is correct. The Board is satisfied that the
Company’s procedures to identify, authorise and manage
conflicts of interest have operated effectively during the
year.
Communication with investors
The Board supports the initiatives set out in the Code
and the UK Stewardship Code and encourages regular
engagement with both existing and potential institutional
shareholders and other stakeholders. It believes that it is
important to explain business developments and financial
results to the Company’s shareholders and to understand
shareholder concerns. The principal communication
methods used to impart information to shareholders are
news releases (including results announcements), investor
presentations and Company publications.
60
HEAD_0 1st line continuedHEAD_0 2nd line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Directors’
Report
Directors’
Report
The Directors’ Report required by the Act, the corporate
governance statement as required by DTR 7.2 and the
management report required by DTR 4.1 comprises
the Strategic Report on pages 2 to 47, the Corporate
Governance Report on pages 50 to 60, together with this
Directors’ Report on pages 61 to 63. All information is
incorporated by reference into this Directors’ Report.
Directors
The names, biographies, committee memberships and
dates of appointment of each member of the Board are
provided on pages 48 and 49. Jonny Mason was appointed
Group Chief Financial Officer on 13 August 2018 and Eileen
Burbidge joined the Board as a non-executive director on
1 January 2019. Fiona McBain was appointed as Chair of
the Audit Committee on 6 September 2018.
Humphrey Singer and Jock Lennox were also directors
of the Company during the year prior to stepping down
on 21 June 2018 and 31 December 2018 respectively.
The Board is permitted by its Articles of Association
(‘Articles’), to appoint new directors to fill a vacancy as
long as the total number of directors does not exceed the
maximum limit of 15. The Articles may be amended by
special resolution of the shareholders and require that any
director appointed by the Board stand for election at the
following annual general meeting. The Company complies
with the Code and all directors submit themselves for
election or re-election every year.
The Remuneration Report provides details of applicable
service agreements for executive directors and terms of
appointment for non-executive directors. All the directors
proposed by the Board for either election or re-election are
being unanimously recommended for their skills, experience
and the contribution they can bring to Board deliberations.
During the year, no director had any material interest in
any contract of significance to the Group’s business. Their
interests in the shares of the Company, including those of
any connected persons, are outlined in the Remuneration
Report.
The Board exercise all the powers of the Company subject
to the Articles, the Act and shareholder resolutions. A formal
schedule of matters reserved for the Board is in place.
Directors’ responsibilities
The directors’ responsibilities for the financial statements
contained within this ARA and the directors’ confirmations
as required under DTR 4.1.12 are set out on page 103.
Directors’ indemnities and insurance
The Company has made qualifying third-party indemnity
provisions (as defined in the Act) for the benefit of its
directors during the year; these provisions remain in force
at the date of this Directors’ Report.
In accordance with the Articles, and to the extent permitted
by law, the Company may indemnify its directors out of its
own funds to cover liabilities incurred as a result of their
office. The Group holds directors’ and officers’ liability
insurance cover for any claim brought against directors or
officers for alleged wrongful acts in connection with their
positions, to the point where any culpability for wrongdoing
is established. The insurance provided does not extend to
claims arising from fraud or dishonesty.
Information required
by Listing Rule 9.8.4R
Details of long-term incentive schemes as required
by Listing Rule 9.4.3R are located in the Directors’
Remuneration Report on pages 77 to 102. Details of
dividends waived by shareholders are given on page 61
of this Directors’ Report. There is no further information
required to be disclosed under Listing Rule 9.8.4R.
Dividend
The Board has proposed a final dividend for the year ended
27 April 2019. Details of this and other dividends paid for
the year are as follows:
Interim dividend
Final dividend
Total dividends
Year ended
27 April 2019
Year ended
28 April 2018
2.25p
4.5p
6.75p
3.50p
7.75p
11.25p
The right to receive any dividend has been waived by the
trustees of the Company’s Employee Benefit Trust (‘EBT’)
over a holding of 647,258 shares.
Employee involvement
The Group places significant emphasis on its employees’
involvement at all levels of the organisation. Employees
are kept informed of issues affecting the Group through
formal and informal meetings and through the Group’s
internal publications. The management team regularly
communicates matters of current interest and concern
with employees. The Board agreed during the year that a
formal employee forum be established to further streamline
engagement with employees and the outcomes of this will
be shared in the Corporate Governance Report next year.
Further information on employee engagement is included in
the Sustainable Business report on pages 32 to 47. Details
of the employees’ involvement in the Group’s share plans
are disclosed in the Remuneration Report.
61
Corporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19
Directors’
Report continued
Employment of disabled people
The business is committed to providing equal opportunities
in recruitment, training, development and promotion. We
encourage applications from individuals with disabilities who
can do the job effectively and candidates will be considered
for each role. All efforts are made to retain disabled
colleagues in our employment including making any
reasonable re-adjustments to their roles. Every endeavour is
made to find suitable alternative employment and to re-train
any employee who becomes disabled while serving the
Group.
Information on greenhouse
gas emissions
The information on greenhouse gas emissions that the
Company is required to disclose is set out in the Sustainable
Business report on pages 32 to 47. This information is
incorporated into this Directors’ Report by reference and is
deemed to form part of this Directors’ Report.
Political Donations
No political donations were made by the Group during the
period.
Capital structure
The Company’s only class of share is ordinary shares.
Details of the movements in issued share capital during
the year are provided in note 22 to the Group financial
statements. The voting rights of the Company’s shares are
identical, with each share carrying the right to one vote. The
Company holds no shares in treasury.
Details of employee share schemes are provided in note
5 to the Group financial statements. As at 27 April 2019,
the Dixons Carphone plc EBT held 0.7m shares. The EBT
did not undertake any market purchases of the Company’s
shares during the year under review.
Restrictions on transfer
of securities of the Company
There are no specific restrictions on the size of a holding
nor on the transfer of shares, which are both governed
by the general provisions of the Articles and prevailing
legislation. The directors are not aware of any agreements
between holders of the Company’s shares that may result in
restrictions on the transfer of securities or on voting rights.
No person has any special rights of control over the
Company’s share capital and all issued shares are fully paid.
62
Change of control –
significant agreements
All of the Company’s share incentive scheme rules contain
provisions which may cause options and awards granted
under these schemes to vest and become exercisable in the
event of a change of control.
The Group’s main committed borrowing facility has a
change of control clause whereby the participating banks
can require the Company to repay all outstanding amounts
under the facility agreement in the event of a change of
control. There are a number of significant agreements
which would allow the counterparties to terminate or alter
those arrangements in the event of a change of control
of the Company. These arrangements are commercially
confidential and their disclosure could be seriously
prejudicial to the Company.
Furthermore, the directors are not aware of any agreements
between the Company and its directors or employees that
provide for compensation for loss of office or employment in
the event of a takeover bid.
Significant shareholdings
As at 27 April 2019, the Company had been notified of the
following voting interests in the ordinary share capital of
the Company in accordance with Chapter 5 of the FCA’s
DTR. Percentages are shown as notified, calculated with
reference to the Company’s disclosed share capital as at
the date of the notification.
Number of
shares
Percentage
of share capital
Name
Standard Life Aberdeen plc
Sir Charles Dunstone CVO
Ruffer
BlackRock
Lansdowne Partners
Majedie Asset Management
D P J Ross
Legal & General Investment
Management
150,426,400
115,965,305
62,845,115
60,261,946
57,675,527
57,324,098
55,738,699
43,359,831
Newton Investment Management 41,792,133
Capital Group
35,711,000
34,811,516
Cobas Asset Management
12.97%
9.995%
5.42%
5.19%
4.97%
4.94%
4.80%
3.74%
3.60%
3.08%
3.00%
Following the year end, Standard Life Aberdeen disclosed
to the Company holdings of 138,958,761 and 138,430,592
on 3 May 2019 and 8 May 2019, representing 11.98% and
11.93% of the Company’s share capital respectively.
At 19 June 2019, being the last practicable date prior
to the publication of this ARA, no further changes to the
shareholdings reported above had been notified to the
Company in accordance with DTR 5.
Directors’ interests in the Company’s shares and the
movements thereof are detailed in the Remuneration Report
on pages 77 to 102.
HEAD_0 1st line continuedHEAD_0 2nd line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Issue of shares
In accordance with section 551 of the Act, the Articles and
within the limits prescribed by The Investment Association,
shareholders can authorise the directors to allot shares
in the Company up to one third of the issued share
capital of the Company. Accordingly, at the AGM in 2018
shareholders approved a resolution to give the directors
authority to allot shares up to an aggregate nominal value of
£386,010. The directors have no present intention to issue
ordinary shares, other than pursuant to obligations under
employee share schemes. This resolution remains valid until
the conclusion of this year’s AGM.
Authority was given by the shareholders at AGM in 2018 to
purchase a maximum of 115,803,123 shares, such authority
remaining valid for 15 months or until the conclusion of the
Company’s AGM in 2019. The authority was not exercised
during the period or prior to the date of this Report. The
Company will seek the usual renewal of this authority at the
forthcoming AGM but has no current intention to make such
purchases.
Use of financial instruments
Information about the use of financial instruments is given in
note 25 to the Group financial statements.
Auditor
Each director at the date of approval of this ARA confirms
that:
– so far as the director is aware, there is no relevant audit
information of which the Company’s auditor is unaware;
and
– the director has taken all the steps that he / she ought to
have taken as a director in order to make himself / herself
aware of any relevant audit information and to establish
that the Company’s auditor is aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of section 418 of the Act.
Deloitte LLP has expressed its willingness to continue in
office as auditor and a resolution to reappoint it will be
proposed at the forthcoming AGM.
Certain information required to be included in this Directors’
Report may be found within the Strategic Report.
By Order of the Board
Post-balance sheet date events
Events after the balance sheet date are disclosed in note 32
to the Group financial statements.
Nigel Paterson
Company Secretary
19 June 2019
63
Corporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Audit
Committee
Report
Audit Committee
Report
Chair’s statement
Introduction
I am pleased to present my first report as Chair of the Audit
Committee (the ‘Committee’) for the year ended 27 April 2019.
This report describes how we as a Committee have delivered
on our objective of providing independent scrutiny of the
Company’s financial reporting and risk management systems
of internal control and of determining whether these remain
effective and appropriate.
In addition to the scheduled Committee meetings, I have met
regularly with the Group Finance Director, Internal Audit and
the external Auditor to discuss their reports as well as any
relevant issues. I regularly meet with the Deloitte LLP audit
team as part of my ongoing review of their effectiveness. As
part of my year-end review, I also met Deloitte LLP’s Head
of Audit Quality and Risk for North, South Europe to discuss
their approach to audit quality and assurance in connection
with their audit of Dixons Carphone.
There have not been any significant changes to the duties
and role of the Committee during this financial year. The
Committee continues to monitor with interest the external
market reforms designed to enhance the quality of audits. It
is likely that these will result in the evolution of the duties of
audit committees. The Committee considered its Terms of
Reference in March 2019 and updated these to clarify the
Committee’s role in respect of emerging risks. Following this
change, the Committee is satisfied that its Terms of Reference
remain appropriate.
This year the Committee has continued to oversee the
further development of reporting and controls as well as to
respond to specific matters that have arisen. Cyber security,
IT infrastructure and data management have been important
areas of Committee focus in addition to accounting matters
and other duties. The Committee continues to have oversight
across the international footprint of the Group.
Key activities
The Committee’s work, carried out during the year and
subsequently, included:
– considering significant accounting and reporting
judgements, appropriateness of taxation disclosures,
including the appropriateness of the Group’s going
concern position and longer term viability statement, more
information on which can be found on page 31;
– considering and recommending that the Annual Report and
Accounts (‘ARA’) 2018/19, when taken as a whole, are fair,
balanced and understandable;
– reviewing the effectiveness of the risk management system
and internal controls, operated by management;
– considering the increased risks of cyber-attacks and the
complexity of the external threat environment;
– considering management’s corresponding IT infrastructure,
security controls and recovery plans;
– considering and challenging management’s judgement
and estimates relating to the planned implementation of
IFRS 16;
– reviewing the interim results and strategy update on
12 December 2018 including consideration of any
subsequent impact on accounting judgements and
valuations;
– providing oversight of the businesses regulated by the
Financial Conduct Authority (‘FCA’) and other regulators,
including reviewing reports from the FCA Compliance
Committee (‘FCACC’);
64
– approving the internal audit annual plan, considering
internal audit reports and management actions, and
monitoring the effectiveness of internal audit in line with the
approved internal audit charter;
– receiving presentations and challenging management
on matters such as the Nordics control environment, the
finance systems transformation programme, minimum
control improvements, MNO data assurance, Brexit
update, whistleblowing, national minimum wage, anti-
bribery and corruption, data protection, and IT strategy and
governance; and
– monitoring the robustness of the information security
environment and its vulnerabilities, and the longer term
strategic transformation of the Company’s information
security capabilities.
Membership
Jock Lennox stepped down as Committee Chair on
6 September 2018 and left the Committee on 31 December
2018 after 6 years on the Board. I would like to thank him for
his leadership of the Committee and for the comprehensive
handover I received from him in the course of assuming the
role of Chair. I took over as Committee Chair on 6 September
2018 having been a Committee member since 7 September
2017. The Committee is also very pleased to have welcomed
Eileen Burbidge to the Committee on 1 January 2019. Eileen’s
strong technology background is a valuable enhancement
to the Committee. The Committee is also very pleased to
have Gerry Murphy continuing as a Committee member.
Gerry has been on the Committee since the merger in 2014
and brings extensive financial expertise. I am confident that
the range of skills and expertise provided by the Committee
membership leaves us well positioned to be able to deliver on
our governance and oversight duties in the year ahead.
Jonny Mason joined the Board as Group Chief Financial
Officer on 13 August 2018 and Katrina Jamieson joined as
Financial Controller on 29 April 2019. The Committee has
welcomed the opportunity to work with other members of the
finance team whilst supporting them through this period of
change.
Looking ahead
It has been a significant year in terms of strategic planning
by the Board. The Committee will continue to support this
work by reviewing and challenging the governance, risk and
control environments relating to these strategic transformation
plans. We will also maintain our particular focus on the
monitoring of IT programmes, the cyber defence strategy and
data initiatives, as well as the oversight of Brexit planning.
The Committee will continue to receive presentations from
management on the challenges faced by the business and
the operation of internal controls. The Committee agenda
will also continue to be responsive to the issues raised by
the ‘three lines of defence’ internally – management, risk and
compliance and internal audit – as well as to the external
evolving risk landscape and regulatory environment.
I will be available at the AGM in September to answer any
questions relating to the work of the Committee and I hope to
see you there.
Fiona McBain
Chair of the Audit Committee
19 June 2019
HEAD_0 2nd lineCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Meetings
The Committee met five scheduled times during the
period under review. There were additional sessions with
management as required including in relation to IT and
IFRS 16. Since the year end there have been two further
meetings. All eligible members attended each of the
meetings during the period in which they were a member
of the Committee. The Chairman of the Board, Group Chief
Executive, Group Chief Financial Officer, Group Financial
Controller (who attended as Interim Group Chief Financial
Officer from 21 May 2018 to 18 June 2018), Group Director
of Internal Audit, General Counsel and Company Secretary,
Deputy Company Secretary, other senior management and
representatives of the Company’s external auditor (Deloitte
LLP) attended the relevant Committee meetings by invitation.
Committee Membership and Attendance
In compliance with the Code, the Committee continues to
consist exclusively of independent non-executive directors,
who, along with their attendance at scheduled meetings,
are set out in the table below. Biographical details on each
member can be found on pages 48 and 49.
Current members
Jock Lennox (Chair until 6 September 2018)
Fiona McBain (Chair from 6 September 2018)
Gerry Murphy
Eileen Burbidge
Scheduled
meetings
4 of 4
5 of 5
5 of 5
1 of 1
The Board continues to be satisfied that the Chair of
the Committee, a member of the Institute of Chartered
Accountants in England and Wales, and Gerry Murphy,
also a member of the Institute of Chartered Accountants in
England and Wales, meet the requirement for recent and
relevant financial experience. The Committee, as a whole,
has competence relevant to the sector in which the Company
operates. The Company Secretary, or his nominee, acts as
Secretary to the Committee and attends all meetings. The
Committee’s deliberations are reported by its Chair at the
subsequent Board meeting and the minutes of each meeting
are circulated to all members of the Board following approval.
In order to allow discussion of private matters which the
auditor may wish to raise, at each meeting, discussion may
be held between the Committee members and the external
auditor without the presence of management. If appropriate,
a discussion may be held amongst Committee members,
the external auditor and the Group Director of Internal Audit.
Informal discussions are held by Committee members
before and after each Committee meeting.
In undertaking its duties, the Committee has access to the
services of the Group Director of Internal Audit, the Group
Chief Financial Officer, the Company Secretary, and their
respective teams, as well as external professional advice
as necessary. In addition, the Chair meets regularly with
the external auditor and the Group Director of Internal Audit
outside of formal meetings and without management present.
External advice
The Board makes funds available to the Committee to
enable it to take independent legal, accounting or other
advice when the Committee believes it necessary to do so.
Responsibilities
The Committee assists the Board in fulfilling its oversight
responsibilities by acting independently from the executive
directors. There is an annual schedule of items which are
allocated to the meetings during the year to ensure the
Committee covers fully those items within its Terms of
Reference. These items are supplemented throughout the
year as key matters arise.
The principal duties of the Committee are:
Accounting and financial reporting matters
– monitoring the integrity of the interim statement
and annual report and accounts, and any formal
announcements relating to the Group’s financial
performance;
– reviewing significant financial reporting judgements
and accounting policies;
– advising the Board on whether, as a whole, the
annual report and accounts are fair, balanced and
understandable;
– considering the going concern statement;
– considering and reviewing the statement of the
Group’s viability over a specified period;
Risk management and internal control
– reviewing the Group’s financial controls and internal
control effectiveness and maturity;
– reviewing the Group’s risk management systems and
risk appetite;
– considering whistleblowing arrangements by which
employees may raise concerns about possible
improprieties in financial reporting or other matters;
Internal audit
– monitoring and reviewing the effectiveness of the
Group’s internal audit function;
– considering the results and conclusions of work
performed by internal audit;
– considering the major findings of internal
investigations;
External audit
– considering recommendation of the external auditor’s
appointment to the shareholders in general meeting
and approving their remuneration;
– reviewing the results and conclusions of work
performed by the external auditor;
– reviewing and monitoring the relationship with the
external auditor, including their independence,
objectivity, effectiveness and terms of engagement;
General matters
– any specific topics as defined by the Board; and
– referring matters to the Board which, in its opinion,
should be addressed at a meeting of the Board
65
Corporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Audit Committee
Report continued
The Committee’s Terms of Reference are reviewed annually. In the 2018/19 financial year, they were reviewed in March
2019 and subsequently approved by the Board. The Terms of Reference reflect all the recent legislative and regulatory
changes as well as recently published best practice guidance, and are available on the Group’s corporate website, www.
dixonscarphone.com.
Key matters considered during the year
Accounting and financial reporting matters
The Committee is responsible for considering reports from the external auditor and monitoring the integrity of the interim
statement and annual report and accounts in conjunction with senior management. During the year ended 27 April 2019,
consideration was given to the suitability and application of the Group’s accounting policies and practices, including areas
where significant levels of judgement have been applied or significant items have been discussed with the external auditor.
Matters considered and how the Committee discharged its duties
The Committee reviewed the processes and assumptions underlying both the going concern and longer
term viability statements made on page 31 of the ARA 2018/19.
In particular, the Committee considered:
– management’s assessment of the Group’s prospects including its current position, assessment of
principal business risks and its current business model, future cash forecasts, historical cash flow
forecasting accuracy, profit projections, available financing facilities, facility headroom and banking
covenants;
– the appropriateness of the three-year time period under assessment, noting the alignment of the
period with the Group’s detailed strategic planning process, as well as the shorter-term nature of the
retail market in which the Group operates; and
– the robustness and severity of the stress-test scenarios with reference to the Group’s risk register,
those principal risks and mitigating actions as described on pages 22 to 24 of the ARA 2018/19, the
latest Board-approved budgets, strategic plans, and indicative headroom under the current facilities
available – examples of which included the impact of regulatory, taxation or information security
incidents, reduced forecast profitability and cash flow as a result of a significant change in consumer
behaviour and potential impact of the UK exit from the EU.
The Committee concurred with management’s conclusions that the viability statement, including the
three-year period of assessment, disclosed on page 31 of the ARA 2018/19 is appropriate. The Board
was advised accordingly.
The Committee arranged specific review meetings with management to challenge the key judgements
and accounting estimates underlying the adoption of IFRS 16 (new accounting standard for lease
arrangements). Due to the complexity, a number of further discussions were held with financial
management to review the development of the proposals to implement IFRS 16. The Committee
considered the robustness of the process undertaken, the appropriate expertise and experience of
management performing the implementation project and the use of third-party experts engaged to assist
in the most complex and judgemental lease arrangements and inputs into the valuation of the right of use
assets and liabilities.
The Committee reviewed detailed papers prepared by management and third-party experts in relation to
discount rates, renewal and break clause assumptions and complex IT arrangements where judgement
was required to identify specifics in the contract which may give rise to a right of use asset.
Following these reviews, including sensitivity analysis on key assumptions, discussions with management
and the external auditor, the Committee approved the proposed accounting treatment which will be
adopted for the year ending 2020 and the transitional impact as disclosed in the ARA 2018/19.
During the year, on 12 December 2018, the Company issued a strategy update to the market. The
Committee carefully considered the impact of the updated strategy on both the Interim Results and the
2018/19 financial statements. In particular the Committee considered the impact on reportable segments
and resulting requirement to reallocate goodwill previously allocated to the UK & Ireland cash-generating
units between the new UK & Ireland mobile and UK & Ireland electricals cash-generating units. The
Committee considered sensitivities applied to cash flow forecast models relating to the strategic change
programme and their impact on the going concern and viability assessments and impairment models
when assessing the carrying value of goodwill and other assets. The Committee also considered the
treatment of strategic plan related costs as non-headline when considering if the ARA as a whole were
fair, balanced and understandable.
Following detailed review of the underlying models as described elsewhere in this report and the ARA
2018/19 as a whole, the Committee agreed with management’s conclusions that the judgements and
estimates undertaken and conclusions reached are appropriate.
Accounting and
financial reporting
matters
Going concern and
viability statements
IFRS 16
Strategy update
66
HEAD_0 1st line continuedHEAD_0 2nd line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Fair, balanced and
understandable
In ensuring that the Group’s reporting is fair, balanced and understandable, the Committee reviewed the
classification of items between headline and non-headline, including consideration of the £557 million
pre-tax non-headline charges disclosed in note 4 to the Group financial statements, including the tax
impact thereon. The assessment considered whether items fell within the Group’s definition of non-
headline as well as the consistency of treatment of such items year on year.
The Committee gave due consideration to the integrity and sufficiency of information disclosed in the
ARA 2018/19 to ensure that they explained the Group’s position, performance, business model and
strategy. An assessment of narrative reporting was included to ensure consistency with the financial
reporting section, including appropriate disclosure of material non-headline items, and appropriate
balance and prominence of statutory and non-statutory performance measures. In response to the
guidelines on Alternative Performance Measures (‘APMs’) issued by the European Securities and Markets
Authority (‘ESMA’), the Committee considered the use of such measures and the additional information
on those APMs used by the Group is provided in the glossary on pages 188 to 192.
The Committee concluded that the ARA 2018/19, taken as a whole, are fair, balanced and
understandable, and that the measures used and disclosures made were appropriate to provide users of
the ARA 2018/19 with a meaningful assessment of the performance of the underlying operations of the
Group; the Board was advised of the conclusion.
Matters of significance and areas of judgement
The Committee received reports and recommendations from management and the external auditor setting out the
significant accounting issues and judgements applicable to the following key areas. These were discussed and challenged,
where appropriate, by the Committee. Following debate, the Committee concurred with management’s conclusions.
Matters of
significance and
areas of judgement
Matters considered and how the Committee discharged its duties
Revenue recognition Revenue recognition is considered to be a critical accounting policy. Judgements are set out in notes 1e
and 25h to the Group financial statements. Key components of judgement are largely in relation to the
recognition of network commission receivable.
The Committee reviewed management’s assessment of these policies with reference to contractual
terms, the Group’s historical experience of customer behaviour, reliability of information received from
MNOs, legislative changes, future expectation of consumer behaviour and changes in the general
mobile industry which may indicate that historical data is not the best proxy for future consumer trends.
Particular attention was paid to the consistency of application of the underlying assumptions used,
significant changes in inputs to the valuation model, historical forecasting accuracy and the sensitivity
to the carrying value of ongoing network receivables recognised to changes in key assumptions and
the disclosure of the impact of changes in assumptions as presented in note 25h) to the Group financial
statements. The carrying value of ongoing network commission receivables at the balance sheet date
was £797 million (2017/18: £1,057 million).
A number of arrangements exist relating to supplier funding across the Group, including promotional
support and volume rebates. The Committee has continued to challenge and debate with management
its approach to its recognition and accounting treatment of supplier funding. In addition, the Committee
continues to monitor the effectiveness of the controls in place to mitigate the risk of material
misstatement of supplier funding recognition; no major issues were noted. Further information in relation
to supplier funding can be found in note 1d) to the Group financial statements.
As part of the strategic review, the Group has separated the previous operating segment in the UK &
Ireland into the separate electricals and mobile operating segments. Given the challenges in the mobile
market, and the corresponding change in the UK & Ireland mobile performance in the period, the
Group has changed the information presented to the Board to provide greater clarity over the relative
performance of the two UK & Ireland businesses and to support decisions related to the allocation of the
Group’s resources. This change has included the provision of separate financial information in respect
of the UK & Ireland mobile and electricals segments. As a result of the change, the goodwill previously
allocated to the UK & Ireland group of cash generating units has been separated into UK & Ireland
electricals and UK & Ireland mobile. The Committee reviewed and challenged the rationale for the change
in operating segments, and therefore the level at which goodwill is considered for impairment and
considered a number of potential methodologies used in the valuation of goodwill attributable to each of
the UK & Ireland mobile and electrical group of cash-generating units.
Supplier funding
Allocation of
goodwill to UK &
Ireland CGU’s
67
Corporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Audit Committee
Report continued
Impairment testing
of goodwill and
intangible assets
within the UK &
Ireland
Taxation
The Group has significant goodwill and intangible assets associated with the UK & Ireland (mobile
and electrical) cash generating units which are reviewed for impairment annually, or where there is an
indicator of impairment. The Committee reviewed appropriateness and accuracy of cash flow forecasts,
discount rates and long-term growth rates used in the impairment review performed at both the year end
and interim dates. Specific attention was paid to cash flow forecasts used in light of the December 2018
strategy update, and the level of sensitivities applied by management in determining reasonably possible
changes to cash flows. The Committee also considered the appropriateness of the impairment charge
of £338 million in relation to the UK & Ireland mobile group of cash generating units and the disclosures
made in note 9.
The Group operates across multiple tax jurisdictions. The complex nature of tax legislation in certain
jurisdictions can necessitate the use of judgement.
The Committee reviewed the judgements and assumptions concerning any significant tax exposures,
including progress made on matters being discussed with tax authorities and, where applicable, advice
provided by external advisors. The total provisions recognised at the balance sheet date amounted to
£98 million (2017/18: £66 million).
The Committee also reviewed the appropriateness of the disclosures made around tax provisions, and
the disclosure of related contingent liabilities.
Risk management and internal control
The Audit Committee is responsible for reviewing the Group’s risk management and internal control systems. Details of the
overall risk management and governance policies and procedures are given in the Corporate Governance Report on pages
50 to 60 of this ARA 2018/19. The Committee reviewed management’s assessment of risk and internal control, results
of work performed by the second lines of defence and internal audit, and the results and controls observations arising
from the annual audit and interim review procedures performed by the external auditor. The Committee also ensured
that all topics are appropriately covered, as defined by its Terms of Reference, with deep-dives of risk topics scheduled
throughout the year to ensure good visibility of any potential areas of concern.
68
HEAD_0 1st line continuedHEAD_0 2nd line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 The table below shows the number of times specific matters were considered by the Committee in 2018/19:
Audit Committee topics coverage 2018/19
0
1
Number of times topic was covered
2
3
4
5
Brexit
Bribery and corruption
Data protection
FCA Compliance
Information and cyber security
IT general controls
Internal Controls
Whistleblowing
Specific matters considered by the Committee to discharge its duties are detailed below:
Risk management
and internal control
Matters considered and how the Committee discharged its duties
Brexit
– The Committee reviewed the Brexit contingency planning arrangements being put in place by the
business.
Bribery & corruption
– The Committee reviewed the arrangements put in place to satisfy requirements to comply with
regulation for anti-bribery & corruption.
Data protection
– The Committee reviewed data protection compliance throughout the Group, particularly in
relation to the embedding of policies, procedures and processes implemented to comply with the
requirements of EU General Data Protection Regulation (‘GDPR’).
FCA compliance
– The Committee reviewed the nature of financial services regulated activities across the Group’s
business operations and the governance and oversight arrangements for the operation of an
effective FCA compliance regime in the business. The Committee considered compliance and
regulatory reports prepared by the FCACC and monitored key developments and ongoing
activities for the compliance team in areas of governance, policy and compliance monitoring.
Information security
and IT general
controls
– The Committee regularly reviews the progress of the ongoing security improvement programme
and periodically considers and reviews the IT controls framework and related improvement
initiatives progressed by the management team, in order to ensure that appropriate actions are
taken.
The Company is currently undergoing a large transformation programme across many areas of
the business including its IT infrastructure. All transformation programmes are managed in line
with the Group risk management methodology to ensure that we manage the risk appropriately
to provide reasonable reassurance against material losses. This control framework is intended
to manage rather than eliminate the risk of failure and oversight of the Security programme
is provided by the Audit Committee who along with the Board receive regular updates on
the progress and maturity of our control environment. Following the implementation of a new
accounting and finance system during the year, deficiencies in certain user access rights controls
and change management controls were identified. This resulted in a programme of remediation
and an extension of the scope of the external audit procedures to renew remediation activities and
ensure no inappropriate changes had been made to relevant databases and systems.
Internal controls
– As per the obligations placed on the Committee under the Code, the Committee formally
considered a review of the system of risk management and internal control. The Committee noted
developments in the system of risk management and internal control, management plans for
2019/20 and agreed the statements contained in the ARA 2018/19. The Committee continues to
review the results of Internal Audit and Minimum Controls reviews.
Whistleblowing
– The Committee reviews a summary of all whistleblowing calls at every meeting received by the
Group, both through the independently operated hotline and other channels. The Committee
confirmed that the calls had been appropriately dealt with (both individually and in aggregate) in
accordance with the Group’s whistleblowing policy.
69
Corporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Audit Committee
Report continued
Internal audit
Internal audit is an independent, objective assurance function that impartially appraises the Company’s control activities.
Internal audit works with management to help improve the overall control environment and assist Group management, the
Audit Committee and the Board in discharging their respective duties relating to maintaining an adequate and effective system
of internal control and risk management, and safeguarding the assets, activities and interests of the Group.
Internal audit
Matters considered and how the Committee discharged its duties
Audit reviews of
significant risk areas
– The Committee considered the alignment of the annual internal audit plan with the key risks of
the business.
– During the period, internal audits included coverage of the following significant risk areas of the
business:
–
information security and data protection;
– Business transformation;
–
–
IT resilience, integrity and disaster recovery;
relationships with major suppliers;
– adverse impact of UK EU exit;
– Health and Safety;
– business continuity;
– product safety; and
–
financial services regulatory compliance.
– The Committee considered the key trends and material findings arising from internal audit’s work
and the adequacy of the agreed management actions in relation to those findings.
Assurance
programme
– The Committee approved the annual internal audit plan and received an update relating to the
execution of the annual plan at each Committee meeting.
– As part of the rolling assurance programme, audits were performed over the following processes
to provide assurance to the Committee that controls were operating within these areas:
– general business controls relating to UK & Ireland operations including the health and safety
framework, HR, goods not for resale and cash flow forecasting processes;
– Nordics revenue, supplier funding, goods not for resale, capital expenditure, contact centre
and cash flow forecasting processes and controls;
– Greek cash flow forecasting procedures and controls; and
–
the Group’s business continuity plans, finance shared services, Brexit readiness, non-
financial reporting and finance systems-implementation.
– The Committee considered the actions taken by management in relation to the audit findings.
– The Committee considered the results from these audits during its assessment of the
effectiveness of the system of internal control operated by management. The Committee
concluded that the system of internal control was appropriately monitored and managed.
Effectiveness of
internal audit and
adequacy of its
resources
– The Committee approved the internal audit charter, concluding the role and mandate were
appropriate to the current needs of the organisation. The Committee approved a third-party
review of the effectiveness of internal audit and considered the results at the September 2018
Committee meeting.
– The Committee monitored the work of internal audit and formally reviewed the effectiveness of
internal audit and the adequacy of its resources, considering:
– scope, resources and access to information as laid out in the internal audit charter;
–
–
–
the reporting line of internal audit;
the annual internal audit work plan; and
the results of the work of internal audit.
– The Committee concluded that the internal audit department had in all respects been effective
during the period under review and performed its duties in accordance with its agreed charter.
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HEAD_0 1st line continuedHEAD_0 2nd line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 External audit
The external auditor is appointed by shareholders to provide an opinion on the annual report and accounts and certain
disclosures prepared by Group management. Deloitte LLP acted as the external auditor to the Group throughout the
year. The Committee is responsible for oversight of the external auditor, including approving the annual audit plan and all
associated audit fees. The key matters in relation to external audit that were considered by the Committee were:
External audit
Matters considered and how the Committee discharged its duties
Effectiveness of the
external auditor
– The Committee reviewed and agreed the annual audit plan, specifically considering the
appropriateness of the key risks identified and proposed audit work, the scope of the audit and
materiality levels applied which are detailed in the Independent Auditor’s report on pages 103 to
115.
– As part of the reporting of the half year and full year results, the Committee reviewed the reports
presented by Deloitte LLP in assessing the Group’s significant accounting judgements and
estimates, and considered the audit work undertaken, level of challenge and quality of reporting.
– Feedback on the effectiveness of the audit process in addressing areas of key audit risk was
obtained from members of the Committee and regular attendees, members of the finance team
and senior management within the businesses via a specifically designed questionnaire. The
responses were then considered by the Committee in conjunction with the outputs received and
responsiveness of the auditor during the audit process. The results showed a favourable view
of the audit process and of Deloitte LLP as the external auditor, specifically in relation to the
consistent performance noted for quality of audit delivery, integrity and service of the team, the
constructive relationship and the effectiveness of the communication.
– Following due consideration of the above, the Committee continues to be satisfied with the quality
and effectiveness of the external audit.
Auditor
independence
– The Committee considered the external auditor’s assessment of and declaration of independence
presented in the annual audit plan and final audit report, and those safeguards in place to make
such declarations.
– The Committee considered the annual audit fee and fees for non-audit services, with due regard
to the balance between audit and non-audit fees and the nature of non-audit fees undertaken in
accordance with the policy as set out on the next page.
– The Committee reviewed and approved the Group policy on the employment of former employees
of the external auditor in March 2019.
71
Corporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Audit Committee
Report continued
Policy on provision of non-audit services
provided by the external auditor
Under the Company’s policy on auditor independence, the
auditor may only provide services which include:
a)
audit services comprising issuing audit opinions on the
Company’s consolidated financial statements and on
the statutory financial statements of subsidiaries and
joint ventures;
b) audit-related services comprising review of the
Company’s consolidated interim financial statements,
and opinions / audit reports on information provided by
the Company upon request from a third party such as
prospectuses, comfort letters and rent certificates, etc;
and
c)
services otherwise required of the auditor by local law or
regulation.
Any exceptions are subject to pre-approval by the Group
Financial Officer, and such permission is only granted
in exceptional circumstances. Where the non-audit
assignment is expected to generate fees of over £100,000,
prior approval must be obtained from the Committee.
During the period under review, the non-audit services
performed by the external auditor primarily arose from the
interim financial review procedures and the requirement in
Greek law for the external auditor of the company to provide
tax compliance services. The Committee has reviewed the
services performed by the external auditor during the year
and is satisfied that these services did not prejudice the
external auditor’s independence and that it was appropriate
for them to perform these services.
The level of non-audit fees paid to the external auditor,
which was approved by the Committee, is set out in
note 3 to the Group financial statements and amounted to
£0.4 million (2017/18: £0.4 million) compared with
£1.6 million (2017/18: £1.6 million) of audit fees. The non-
audit fees as a percentage of audit fees were 25% (2017/18:
25%), which reflects the restrictive policy governing the use
of Deloitte LLP for non-audit services.
Consideration of auditor appointment
and independence
The Committee continues to consider the appropriateness
of the re-appointment of the external auditor, including
rotation of the audit partner. Deloitte LLP has been the
Company’s external auditor since the Company was formed
on 7 August 2014 by the merger of Carphone Warehouse
and Dixons Retail.
Deloitte LLP was the external auditor of Carphone
Warehouse and Dixons Retail prior to 2014. In accordance
with the Auditing Practices Board Ethical Standards, there
is a five-year rotation of the lead audit partner. Stephen
Griggs, the current lead audit partner, was appointed for the
2016/17 audit.
In accordance with the Competition and Markets Authority
(‘CMA’) Statutory Audit Services Order, which is designed to
align with provisions of the EU Regulations on external audit
tender and rotation, and current guidance, the Company
is required to conduct a competitive audit tender by June
2023. This will be the latest period that Deloitte LLP may
remain as auditor. The Committee will continue to evaluate
annually the performance of the auditor, in particular at
each five-year rotation of the lead audit partner, and will
recommend a tender for this service if the circumstances
so warrant.
In accordance with FRC’s International Standards on
Auditing (UK and Ireland) 260 and Ethical Standard 1 issued
by the Accounting Practices Board, and as a matter of best
practice, at year end Deloitte LLP formally confirmed to the
Board its independence as auditor of the Company.
In determining whether to recommend the auditor for
re-appointment this year, the Committee considered the
firm’s internal control procedures, the most recent audit
effectiveness review and the tenure of the current lead audit
partner, and thereby affirmed that the audit processes are
effective and that the appropriate independence continues
to be met. Accordingly, the Company confirms that it
complied with the provisions of the CMA Statutory Audit
Services Order for the financial year under review and the
Committee concluded that it was in the best interests of
the Company’s shareholders to re-appoint Deloitte LLP as
the independent auditor of the Company. The Committee’s
recommendation, that a resolution to re-appoint Deloitte
LLP be proposed at this year’s AGM, was accepted and
endorsed by the Board.
Fiona McBain
Chair of the Audit Committee
19 June 2019
72
HEAD_0 1st line continuedHEAD_0 2nd line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Disclosure
Committee
Report
Disclosure Committee
Report
Chair’s statement
The principal role of the Disclosure Committee (the
‘Committee’) is to ensure that adequate procedures,
systems and controls are maintained to enable the
Company to fully meet its legal and regulatory obligations
regarding the timely and accurate identification and
disclosure of all price sensitive information.
The Committee is chaired by the Group Chief Financial
Officer. The Group Chief Executive, and the General
Counsel and Company Secretary are also members. The
Group Chairman and the Senior Independent Director
receive notices and papers for all meetings and will
act as ‘alternates’ to the members in the event that the
quorum of three cannot be met. The Company Secretary,
or his nominee, acts as Secretary to the Committee. The
Committee’s deliberations are reported by its Chair at the
next Board meeting and the minutes of each meeting are
circulated to all members of the Board.
The Committee will review its performance, constitution,
Terms of Reference and responsibilities periodically, and
at least once a year. The Terms of Reference were last
reviewed in January 2019. The Committee was individually
considered as part of the externally facilitated Board
evaluation this year and this review concluded that the
Committee discharges its duties effectively.
Jonny Mason
Chair of the Disclosure Committee
19 June 2019
Meetings
– The Committee has scheduled meetings in advance of the
preliminary and interim results and the Q1 trading update.
It meets at other times as and when required.
– The Committee held 13 meetings during the period under
review. Since the financial year end, there have been 2
further meetings.
Committee membership and attendance
The members of the Committee are shown in the table
below along with their attendance at meetings for the period
under review. Biographical details on each member can be
found on pages 48 and 49.
Current members
Jonny Mason (Chair) (1)
Alex Baldock
Nigel Paterson
Former members
Humphrey Singer (2)
Scheduled and
unscheduled meetings
8 of 8
13 of 13
13 of 13
3 of 3
The Committee receives input as appropriate from other
directors and senior management, including the Corporate
Affairs Director and the Company’s brokers. The Committee
may invite them to attend all or part of any meeting, as and
when appropriate and necessary.
Responsibilities
The principal duties of the Disclosure Committee are to:
– establish and maintain adequate procedures, policies,
systems and controls to enable the Company to fully
comply with its legal and regulatory obligations regarding
the timely and accurate identification and disclosure of all
price sensitive information;
– implement and monitor compliance with the policies,
including arranging training where appropriate;
– identify inside information for the purposes of maintaining
insider lists;
– determine whether inside information requires immediate
disclosure or can be legitimately delayed, subject to
ongoing assessment and recording of the delay;
– monitor communications received from any regulatory
body in relation to the conduct of the Group, and review
any proposed responses;
– consider generally the requirement for announcements,
including in relation to the delayed disclosure of inside
information, substantive market rumours, and leaks of
inside information;
– consider and give final approval for trading statements
and / or results to be released in order to meet legal and
regulatory requirements; and
– review the content of all material regulatory
announcements, transactional shareholder circulars,
prospectuses, and any other documents issued by
the Company, and ensure that these comply with all
applicable requirements.
The Committee’s Terms of Reference were last reviewed
and approved by the Board in January 2019 and are
available on the Group’s corporate website, www.
dixonscarphone.com.
Key matters considered
During the year ended 27 April 2019, the Committee met to
consider the following key matters:
– the preliminary results and the annual report and accounts
for the financial year ended 28 April 2018;
– the interim results for the 26 weeks ended 27 October
2018;
– the Christmas trading update;
– the FCA investigation into historic mobile phone insurance
selling; and
– the investigation into third party unauthorised data
(1) Jonny Mason was appointed to the Committee on 13 August 2018.
(2) Humphrey Singer stepped down from the Committee on 21 June 2018.
access.
(3) Jonny Mason chaired 7 meetings, the interim Chief Financial Officer chaired 1
meeting, Humphrey Singer chaired 3 meetings and Alex Baldock chaired
2 meetings.
73
HEAD_0 1st lineHEAD_0 2nd lineCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Nominations
Committee
Report
Nominations Committee
Report
Chair’s statement
The Nominations Committee (the ‘Committee’) has
continued to oversee the Board’s collective skills,
knowledge, experience and diversity during the year and
recommend required changes to the Board.
The Committee led a review in March 2019 to assess
compliance with the Code and this review concluded that
the Board size and composition remain appropriate to meet
the business and operational needs of the Company. The
review included consideration of the time commitments of
each director and their independence. The Committee is
pleased to report that progress has been made to enhance
diversity at Board, Executive and senior team level during
the year but diversity and succession planning will remain
key priorities for the Committee in the year ahead.
Jock Lennox stepped down as Chair of the Audit
Committee on 6 September 2018 and resigned as a director
on 31 December 2018. Humphrey Singer resigned as Group
Finance Director on 21 June 2018.
Jonny Mason and Eileen Burbidge joined the Board on
13 August 2018 and 1 January 2019 respectively. Fiona
McBain took over as Chair of the Audit Committee on 6
September 2018.
This report sets out the key responsibilities of the
Nominations Committee and describes how it discharges its
duties.
Lord Livingston of Parkhead
Chairman
19 June 2019
Meetings
– The Committee meets as and when required and at least
twice a year.
– The Committee held two scheduled meetings during the
period under review.
Committee membership and attendance
The members of the Committee are shown in the table
below along with their attendance at scheduled meetings
for the period under review. Biographical details on each
member can be found on pages 48 and 49.
74
Current members
Lord Livingston of Parkhead (Chair)
Tony DeNunzio
Andrea Gisle Joosen
Scheduled
meetings
2 of 2
2 of 2
2 of 2
The majority of the members are independent non-executive
directors as required by the Code. Other members of the
Board or senior management may be invited to attend
meetings at the request of the Chair.
The Company Secretary, or his nominee, acts as Secretary
to the Committee. The Committee’s deliberations are
reported by its Chair at the next Board meeting and the
minutes of each meeting are circulated to all members of
the Board.
Responsibilities
The principal duties of the Nominations Committee are to:
– review the structure, size and composition of the Board,
and recommend changes as necessary;
– identify, evaluate and nominate candidates to fill
vacancies on the Board;
– give full consideration to orderly succession planning
for both the Board and senior management positions
and oversee the development of a diverse pipeline for
succession;
– carry out a formal selection process of candidates,
giving due regard to promoting the benefits of diversity
on the Board and senior management team, including
gender, social and ethnic backgrounds, and cognitive and
personal strengths;
– evaluate the skills, knowledge and experience of the
Board, including reviewing the results of any Board
performance evaluation;
– consider other commitments of directors relative to the
time required for them to fulfil their duties; and
– make recommendations to the Board regarding the
continuation in office of a director upon the expiry of any
specified terms of appointment.
The Committee’s Terms of Reference are reviewed annually.
In the 2018/19 financial year, they were reviewed in October
2018 and were subsequently approved by the Board, and
are available on the Group’s corporate website, www.
dixonscarphone.com.
HEAD_0 2nd lineCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Key matters considered
In addition to the principal duties noted above, the
Committee considered the appointment of Eileen Burbidge
to the Board and the Audit Committee.
The Committee also considered these matters:
– evaluation of the size, composition and structure of the
Board and its committees;
– the Company’s diversity policy and the recommendations
of the Hampton-Alexander Review, Parker Review, and
McGregor-Smith Review;
– independence and time commitments of the directors;
– the external appointments policy;
– directors being recommended for election / re-election at
the 2019 AGM;
– the Committee’s performance and Terms of Reference;
– review of the role descriptions of the Chairman, Senior
Independent Director and the Group Chief Executive;
Succession planning
The business requires a talented Board with appropriate
experience, expertise and diversity. There are no directors
on the current Board that have served for over six years.
The current Board size of eight directors is considered to
be appropriate for the business. Given the relatively recent
appointment of the two Executive Directors and changes to
the composition of the Executive Committee, succession
plans and process need to be refreshed. In the year ahead,
the Committee, together with the Board, will focus on
ensuring that credible succession plans are in place and
that there is a talent pipeline for future business leaders. The
Committee will explore the attributes that future business
leaders might need to ensure the long-term success
of the Company in an increasingly challenging external
environment whilst being mindful of diversity.
The Committee acknowledges the requirements of the
new Code, which further extends the Committee’s role in
overseeing a diverse pipeline for succession for both Board
and senior management positions, and will report against
these duties in this report next year.
– corporate governance updates relating to the
Committee’s work; and
– the implications of the new Code and the supporting
Guidance on Board Effectiveness published by the
Financial Reporting Council in July 2018 and how best to
implement the changes.
Board evaluation
During 2018/19, an externally facilitated Board and Board
Committee evaluation was conducted by Clare Chalmers.
Details of the evaluation process can be found on page 55.
Appointments to the Board
The Committee has a formal, rigorous and transparent
procedure for the appointment of new directors.
Appointments are made to the Board based on objective
criteria and with due regard to the benefits of diversity and
the leadership needs of the Company. External search
consultancies are usually retained when recruiting directors.
In order to identify the widest potential pool of potential
Non Executive Directors, a number of search firm were
invited to provide potential candidates for the Board. The
Committee uses a skills matrix tool when assessing the
skills and capabilities required in a new director, taking into
account the existing experience and expertise on the Board.
The Committee develops candidate profiles describing
the skills, knowledge and experience required for each
new role. The Committee, led by the Chair, considered
the appointment based on the specific candidate profile
developed which included the requirement for someone with
a strong technology and financial services background. The
Committee and the Board were unanimous in their decisions
to appoint Eileen Burbidge.
Diversity
The Company is committed to developing a diverse
workforce and equal opportunities for all. The Board
recognises the importance of diversity in achieving the
right mix of skills, knowledge and experience to help the
organisation reach its full potential.
The Board acknowledges the Hampton-Alexander Review
on FTSE Women Leaders, which recommends a voluntary
target of 33% female directors in FTSE 350 companies
and of 33% for FTSE 250 leadership teams by 2020. As at
the year end, 37.5% of the Board, and 11% of the Group
senior management team, being members of the Executive
Committee, are female. The Committee also considered
the recommendation of the Parker Review that each FTSE
250 board should have at least one director of colour by
2024, which the Company meets at year end, and the
recommendations of the McGregor-Smith Review which
include the publication of 5-year aspirational diversity
targets.
Whilst being strongly supportive of enhancing all forms of
diversity across the Board and wider workforce and believes
that it will be an important aim for the business, the Board
does not currently establish specific targets on gender
balance or ethnicity. The Committee and the Board continue
to be mindful of the benefits of greater diversity of gender,
social and ethnic backgrounds, and cognitive and personal
strengths, in all appointments.
75
Corporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 continued
Nominations Committee
Report continued
In accordance with DTR 7.2.8A, the Committee confirms
that a Board Diversity Policy is in place and was last
reviewed and approved in October 2018. The policy seeks
to support the development of a diverse workforce and
to ensure that the Board takes opportunities to enhance
diversity as suitable roles and candidates become available.
The policy has been approved by the Board and will apply
in respect of all future Board and senior management
appointments. The policy does not include any quotas and
emphasises the need for appointments to be made on the
basis of merit.
An Inclusion and Diversity (‘I&D’) Committee is in place to
raise the profile of I&D matters throughout the organisation.
The I&D Committee, which comprises members of the
Executive Committee and senior management:
– ensures that I&D remains at the forefront of the Group’s
day-to-day activities;
– champions I&D and acts as ambassadors;
– sets the programme’s objectives; and
– ensures that changes are adopted and embedded across
the business.
In performing its annual review, the Board also looked at
other aspects of diversity relevant to the Group. With a
large proportion of the business in the Nordics, we have a
Swedish Non-Executive Director on the Board to provide
knowledge of these international markets, and the Group
Chief Financial Officer also has a wide-ranging financial
experience, both in the UK and the Nordics.
Election and re-election
At the forthcoming AGM, all directors as listed on pages 48
and 49 will present themselves for election or re-election.
Each of the directors is being unanimously recommended
by the other members of the Board due to their experience,
knowledge, wider management and industry experience,
continued effectiveness and commitment to their role. More
information on the individual contributions of each director
is available within their biographies on pages 48 and 49.
76
HEAD_0 1st line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Remuneration
Committee
Report
Remuneration Committee
Report
Chair’s statement
On behalf of the Board, I am pleased to present the 2018/19
Directors’ Remuneration Report setting out our philosophy
and proposed policy for directors’ remuneration, together
with the activities of the Remuneration Committee (the
‘Committee’) for this financial year ending 27 April 2019.
Our Directors’ Remuneration Policy was last approved by
shareholders at the AGM in 2016. This report therefore
includes details of the proposed changes that we are
making to our policy which shareholders will be able to vote
on at the AGM on 5 September 2019.
We have included in our report for the first time a
Remuneration at a glance section, which also contains
details of the proposed changes to our remuneration policy.
Policy Review
With the new leadership team fully in place, following the
appointment of Jonny Mason as Group Chief Financial
Officer in August last year, it has been an appropriate time
to review and propose changes to our Remuneration Policy.
Our operating environment remains a challenging one and
we have sought with our policy changes to ensure that we
have plans in place which align both shareholders’ and our
executive directors’ focus and interests. At the same time,
we have taken into account the recent changes in the Code.
Whilst we have undertaken a full review of our policy, we do
believe that it has served us well to date and therefore our
proposed changes are evolutionary rather than fundamental.
Throughout the process we have consulted with our major
shareholders and the major investor bodies and their
feedback is reflected in our final proposals.
A summary of the proposed policy is shown on the following
pages and the detail is contained in this report. The main
changes are:
– Rebalancing of our incentive mix which has been strongly
weighted to the long term. The aggregate amount remains
unchanged, but the proposed split is 150% short term
and 250% long term;
– Introduction of bonus deferral, with one third of any bonus
earned deferred into shares for two years, in line with best
practice;
– Widening of the circumstances in which incentive
payments may be recovered, to include, for example,
corporate failure and personal misconduct;
– Introduction of a post cessation of employment
shareholding requirement; and
– Removal of the provision to offer a pension provision of
up to 20% of base pay to recruit new executive directors.
The proposed new policy as set out in this Annual Report
and Accounts will be put to shareholders for a binding vote
at the AGM on 5 September 2019, where shareholders will
be asked to approve the policy for a period of three years.
Pay and performance for 2018/19
The past year has remained a challenging one, but we
are starting to see the benefits of our revised business
strategy. This is in no small part due to the hard work and
commitment of all our colleagues and we are pleased
therefore that, in contrast to last year, there will be bonus
payouts across the whole Group. For our executive
directors the EBIT threshold was achieved and there was
good performance around financial and non-financial
measures resulting in a payout of 58.3% of maximum. Full
details of the bonus targets and achievement are shown
on page 99 of this report. As a Committee, we carefully
reviewed the performance against each of the annual bonus
performance measures as well as looking at the overall
performance of the business and felt that this payout was
a fair reflection of the progress that is being made and the
delivery against the plan for 2018/19. But, being mindful that
the results of this progress are not yet reflected in the share
price, Alex and Jonny proposed to the Committee that they
should defer the full amount of their bonuses for this year
into shares (ahead of the requirement to defer taking effect
next year). The Committee commends their commitment
and believes this will build even stronger alignment with
shareholders; accordingly, we were happy to accept this
request.
The long-term incentive plan awards made in 2016 reached
the end of their performance period at the end of the
2018/19 financial year. None of the performance measures
were met and therefore these awards will lapse when
they vest later this year. Neither of the current executive
directors received awards under this grant, as they were not
employed by the Company when the awards were made.
Pay and performance for 2019/20
In line with the majority of the UK workforce the base pay
of both of the executive directors will be increased by
2% this year. This is the first increase for both individuals
since joining the Company. In line with our proposed new
policy, the maximum bonus opportunity for 2019/20 will
be increased from 125% to 150% of base salary, with one
third of any bonus earned deferred into shares for a period
of two years. The bonus scheme will remain based on
performance against a balanced scorecard of financial and
non-financial measures, with financial measures making
up the majority of the opportunity. For 2019/20 the bonus
will also include a clawback facility in order to demonstrate
the Company’s objective to reinforce a culture of ‘Treating
Customers Fairly’. The targets and performance against all
the scorecard elements will be fully disclosed in next year’s
Remuneration Report.
We will also be making long term incentive plan awards
this year under the 2016 LTIP Plan. These awards will be
granted at the reduced maximum opportunity of 250% of
base salary in line with our policy proposals. The Committee
gave detailed consideration as to whether the overall size
of the award should be scaled back in response to the fall
in share price. However, it also took into consideration the
77
Corporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 continued
Remuneration Committee
Report continued
CEO Pay Ratio
We have also decided this year to publish our CEO pay
ratio in advance of the formal disclosure requirements. Full
details can be found on page 95 of this report. We believe
that our median pay ratio of 65:1 is consistent with our
approach to reward across the Company. A significant
portion of our Group Chief Executive’s total remuneration is
in variable pay and therefore we expect the pay ratio to vary
from year to year dependent on the outcome of both our
annual and long-term incentive plans.
Looking ahead
Our business environment remains challenging and our
colleagues are fundamental to our success. We are
committed to continuing to engage with the wider workforce
and our regular employee engagement survey is a key
mechanism for colleagues to give us feedback on how we
are doing. But we want to do more, and I have been given
responsibility by the Board to lead on this. I look forward to
reporting back on this in next year’s report.
In addition, our revisions to the Remuneration Policy
are fundamental to supporting our new leadership team
as they take the business forward. I would like to thank
all the shareholders and the investor bodies who have
provided feedback to us over the year as we have worked
through the detail of the new policy. The proposed new
Remuneration Policy as set out in this Annual Report and
Accounts will be put to shareholders for a binding vote at
the AGM on 5 September 2019, where shareholders will be
asked to approve the policy for a period of three years. At
the same time, shareholders will also vote on our Annual
Remuneration Report, which is subject to an advisory vote.
As always, we would welcome any feedback or comments
on this Report. The Committee remains firmly committed to
the principle of pay for performance, ensuring that rewards
to the senior leadership team are aligned with the returns of
long-term shareholders, and this remains a key tenant to our
policy.
Tony DeNunzio CBE
Chair of the Remuneration Committee
19 June 2019
fact that this fall is partly a reflection of the challenges in
the retail sector, and also that the new management team
has only recently been appointed. Taken with the executive
directors’ decision to voluntarily defer the full amount of
this year’s bonus into shares, the Committee concluded
that the proposed award level was appropriate. This year,
we plan to set the targets and make the awards after we
have announced our annual results, to ensure that we have
targets in place that are both stretching for participants and
also fully reflective of how shareholders and the market view
the long-term performance of the business. We will fully
disclose the award details and targets at the time of the
grant announcement and also include them in next year’s
Remuneration Report.
Enabling Colleagues to become shareholders
We feel strongly in the positive benefits of making our
colleagues shareholders in the business. We have seen
that colleagues welcome the opportunity to become
shareholders with the continued take up of our well-
established SAYE scheme. Therefore, this year we were
delighted to introduce our Colleague Shareholder Scheme.
Under this scheme we are able to make one off awards
of shares from time to time to all eligible colleagues. The
first awards were made in February 2019 and granted to
every permanent colleague with 12 months service at least
£1,000 of options which will vest after three years. Awards
were made to over 31,000 colleagues globally and have
been well received, with much positive feedback. We are
also looking to introduce a Share Incentive Plan, (‘SIP’), in
the future to further complement our SAYE scheme for all
colleagues in the UK. Shareholders will have the opportunity
to review and vote on the plan rules for both the Colleague
Shareholder Scheme and the SIP at the AGM in September.
Gender Pay
Our Gender Pay report for 2018 shows that, whilst our
median pay gap remains significantly lower than the national
median, we have not seen a major shift from last year. In
last year’s report we outlined that any initiatives would take
time to significantly move the figures and that we were
focussing on taking positive actions that encourage all
people to develop careers within our company.
We continue to attract a wider range of colleagues who
can balance their hours by finding a shift, work pattern or
overtime option to suit them. We also know the importance
of flexible working in retaining and promoting our colleagues
and many of our roles already offer this option. To further
address the pay gap, we are accelerating our efforts to
attract women by expanding flexible working, particularly
in our more senior roles and encouraging more women
to apply for promotions. This year we’re excited to have
attracted more senior women to the business on flexible
working contracts than ever before. But there is still more
that we want to do to create a business that does not just
nod to diversity but embraces and celebrates it.
78
HEAD_0 1st line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Remuneration Report
—
Remuneration Policy
Remuneration Report —
Remuneration Policy
Remuneration at a glance
Implementation of the remuneration policy
Base Salary
2018/19
Salaries on appointment:
• CEO - £850,000
• CFO - £470,000
Maximum
opportunity
125% of base salary
2019/20 proposed
An increase of 2% was applied effective for 2019/20:
• CEO – £867,000
• CFO - £479,400
150% of base salary
One third will be deferred into shares for a period of two
years.
• EBIT (50%)
• Average net debt (20%)
• Net Promoter Score (15%)
• Employee engagement (15%)
• EBIT underpin and “Treating Customers Fairly” clawback.
• TSR relative to a bespoke group of UK and European
retailers (50%)
• Cumulative free cash flow (50%)
• 200% of salary to be achieved within five years of
appointment
• For new appointments, shares to the value of 200% of
salary must be retained for the first year post-cessation
and 100% for the second year
Annual
bonus
LTIP
Performance
metrics
(weighting)
Maximum
opportunity
Performance
metrics
(weighting)
• EBIT (50%)
• Average net debt (20%)
• Net Promoter Score (15%)
• Employee engagement (15%)
• EBIT underpin
275% of base salary
250% of base salary
• TSR relative to the FTSE 51-150 (50%)
• Cumulative free cash flow (50%)
Share ownership guidelines
• 200% of salary to be achieved within five
years of appointment
Variable pay earned in the year
Annual
Bonus
Financial
EBIT (50%)
49% of max.
Net debt (20%)
76% of max.
Employee
Engagement (15%)
24%of
max.
Customer
Net Promoter Score
(15%)
100%of max.
LTIP
No awards were eligible to vest in the year.
Total remuneration earned in the year
£2,923
£1,619
£1,595
£874
Note: Jonny Mason joined the Board on 13 August 2018 – remuneration in the chart above is shown on a full-year equivalent basis.
79
Corporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19
Remuneration Report
—
Remuneration Policy
Remuneration Report —
Remuneration Policy continued
Introduction
The purpose of this Report is to inform shareholders of
the Company’s directors’ remuneration for the year ended
27 April 2019 and the Remuneration Policy for subsequent
years. This report is divided into two sections:
– the Remuneration Policy; and
– the Annual Remuneration Report.
The current Remuneration Policy was approved by
shareholders at the annual general meeting on 8 September
2016 and was effective from that date. Following several
proposed changes to the policy, a new authority will be
sought from shareholders in a binding vote at the Annual
General Meeting on 5 September 2019 and the new policy
will be effective from that date. The Annual Remuneration
Report will also be put to an advisory vote at the Annual
General Meeting.
The role of the Committee is to determine on behalf of the
Board a remuneration policy for executive directors and
senior management which promotes the long-term success
of the business through the attraction and retention of
executives who have the ability, experience and dedication
to deliver outstanding returns for our shareholders.
The Committee has adopted the principles of good
governance relating to directors’ remuneration as enshrined
in section D of the Code and has complied with those
principles in the year under review. It has also sought to
incorporate in the proposed new policy the recent changes
to the Code.
These reports have been prepared by the Committee on
behalf of the Board in accordance with the Companies
Act 2006, Schedule 8 to the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations
2008 (as amended) and the Listing Rules of the Financial
Conduct Authority. The Remuneration Policy (which is
not subject to audit) details the role of the Committee, the
principles of remuneration and other matters. The Annual
Remuneration Report (elements of which are audited) details
the directors’ and former directors’ fixed and variable pay,
share awards, share options and pension arrangements.
Remuneration Policy –
unaudited information
Remuneration Committee objectives
The Board has delegated to the Committee responsibility for
determining policy in relation to the remuneration packages
for executive directors and other senior management.
This delegation includes their terms and conditions of
employment in addition to the operation of the Group’s
share-based employee incentive schemes. The Committee’s
Terms of Reference are reviewed annually. In the 2018/19
financial year, they were reviewed in September 2018 and
subsequently approved by the Board. The Committee’s
Terms of Reference are available on the Group’s corporate
website, www.dixonscarphone.com. The Terms of
Reference reflect all the recent legislative and regulatory
changes as well as recently published best practice
guidance.
Remuneration strategy
Put simply, our aim is to generate superior returns for our
shareholders and the key to achieving this is our people.
Our remuneration strategy is therefore designed to motivate
high-performing people to deliver our business strategy.
The objectives of our remuneration strategy are to:
– attract, motivate and retain high quality talent;
– be transparent and align the interests of senior
management and executive directors with those of
shareholders, by encouraging management to have a
significant personal stake in the long-term success of
the business;
– weight remuneration to variable pay so that it incentivises
outperformance particularly over the long term whilst
discouraging inappropriate risk-taking;
– ensure that superior rewards are only paid for exceptional
performance against challenging targets;
– apply policies consistently across the Group to promote
alignment and teamwork;
– recognise the importance of delivering across a balanced
set of metrics to ensure the right behaviours are adopted
and the long-term health of the business is protected; and
– avoid rewarding failure.
In developing its policy, the Committee has regard to:
– the performance, roles and responsibilities of each
executive director or member of senior management;
– the remuneration arrangements and policy which apply
below senior management levels, including average base
salary increases across the workforce;
– information and surveys from internal and independent
sources;
– the economic environment and financial performance
of the Company; and
– good corporate governance practice.
Guidelines on responsible investment disclosure
In line with the Investment Association Guidelines on
responsible investment disclosure, the Committee is
satisfied that the incentive structure and targets for
executive directors do not raise any environmental,
social or governance risks by inadvertently motivating
irresponsible or reckless behaviour. The Committee
considers that no element of the remuneration package
will encourage inappropriate risk-taking by any member
of senior management.
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HEAD_0 1st line continuedHEAD_0 2nd line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Remuneration Policy table
The individual elements of the remuneration packages offered to executive directors are summarised in the following table:
Base salary (fixed pay)
– Purpose and link to strategy
To aid the recruitment, retention and motivation of high-performing people.
To reflect their skills, experience and importance to the business.
– Operation
Normally reviewed annually.
The review reflects a range of factors including merit levels, internal relativity,
external market data and cost. Our overall policy, having due regard to the factors
noted, is normally to target salaries at market level taking into consideration
FTSE51-150 and retailers of a similar size.
Salaries for new appointments as executive directors will be set in accordance with
the Recruitment Policy set out on pages 86 to 87.
The Committee takes into consideration the impact of base salary increases on the
package as a whole, as other elements of pay (such as pension contributions) are
generally based on a percentage of salary.
Ordinarily, increases for executive directors will be in line with increases across
the Group. Increases beyond those granted across the Group may be awarded in
certain circumstances, such as changes in responsibilities, progression in the role
and significant increases in the size, complexity or value of the Group.
Salary levels for current directors are shown in the Annual Remuneration Report.
– Maximum opportunity
– Performance assessment / targets Salaries are normally reviewed annually by the Committee at the appropriate
meeting having due regard to the individual’s experience, performance and added
value to the business.
Benefits (fixed pay)
– Purpose and link to strategy
– Operation
– Maximum opportunity
In line with the Company’s strategy to keep remuneration weighted to variable pay
that incentivises outperformance, a modest range of benefits is provided.
Benefits may vary based on the personal choices of the director.
Provision of relocation or other related assistance may be provided to support the
appointment or relocation of a director.
Executive directors are entitled to a combination of benefits which include, but are
not limited to:
– car allowance or the use of a driver for company business;
– private medical cover;
– life assurance;
– holiday and sick pay; and
– a range of voluntary benefits including the purchase of additional holiday.
Executive directors will be eligible for other benefits which are introduced for the
wider workforce on broadly similar terms.
Any reasonable business-related expenses (including the tax thereon) can be
reimbursed if determined to be a taxable benefit.
Should an executive director be recruited from, or be based in, a non-UK location,
benefits may be determined by those typically provided in the normal country of
residence and / or reflect local market legislation.
Relocation or other related assistance could include, but is not limited to, removal
and other relocation costs, tax equalisation, tax advice and accommodation costs.
The cost to the Group of providing such benefits will vary from year to year in
accordance with the cost of providing such benefits, which is kept under regular
review.
– Performance assessment / targets Not applicable.
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Remuneration Policy continued
Pension (fixed pay)
– Purpose and link to strategy
– Operation
– Maximum opportunity
A pension is provided which is consistent with that provided to other Corporate
employees in the UK and in line with our strategy to keep remuneration weighted to
variable pay that incentivises outperformance.
Defined contribution plans are offered to all employees. A defined benefit pension
plan continues in operation for Dixons’ longer-serving employees, which is now
closed to new participants and future accrual.
Executive directors may choose to receive a cash allowance in lieu of pension
contributions.
Normal Company pension contribution of up to 10% of base salary, which can be
taken in whole or in part as a cash allowance in lieu of pension.
– Performance assessment / targets Not applicable.
Annual performance bonus (variable pay)
– Purpose and link to strategy
Annual performance bonuses are in place to incentivise the delivery of stretching,
near-term business targets based on our business strategy.
These bonuses provide a strong link between reward and performance and drive
the creation of further shareholder value.
The principles and approach are consistently applied across the Group ensuring
alignment to a common vision and strategy.
They are based on a balanced approach ensuring appropriate behaviours are
adopted and encouraging a longer-term focus.
Bonus payments are determined after the year end and subject to a minimum profit
threshold being achieved before payment is due.
For threshold level of performance, a bonus of up to 20% of the maximum potential
award is payable. A sliding scale determines payment between the minimum and
maximum bonus payable.
The annual bonus is typically determined in July / August based on the audited
performance over the previous financial year.
One third of any bonus earned will be deferred into shares for a period of two years,
with the remaining two-thirds paid in cash. Any bonus earned is non-pensionable.
Where any bonus is deferred dividends (or equivalents) may accrue.
Performance is reviewed by the Committee using its judgement where necessary
to assess the achievement of targets. The Committee retains the discretion to
adjust downwards bonus payments where achievement of targets would result in
a payment of a bonus at a level which would not be consistent with the interests of
the Company and its shareholders.
Recovery and withholding provisions apply for material misstatement, misconduct,
calculation error, reputational damage and corporate failure, enabling performance
adjustments and / or recovery of sums already paid. These provisions will apply for
up to three years after payment.
Maximum annual bonus potential for all executive directors is 150% of base salary.
No bonus is payable if the minimum profit threshold is not achieved.
– Operation
– Maximum opportunity
– Performance assessment / targets All measures and targets are reviewed and set by the Committee at the beginning of
the financial year with a view to supporting the achievement of the Group strategy.
The bonus scheme has targets based on a balanced scorecard. The balanced
scorecard may include both financial and non-financial measures, such as
employee, customer and strategic measures. The weighting of measures will be
determined by the Committee each year. Financial measures (such as profit and
cash) will represent the majority of the bonus opportunity, with other measures
representing the balance
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HEAD_0 1st line continuedHEAD_0 2nd line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Long term incentive scheme (variable pay): Long Term Incentive Plan (‘LTIP’)
– Purpose and link to strategy
Long term incentive schemes are transparent and demonstrably aligned with the
interests of shareholders over the long term.
– Operation
The LTIP is designed to reward and retain executives over the longer term, whilst
aligning an individual’s interests with those of shareholders and in turn delivering
significant shareholder value.
Discretionary awards of nil-priced options or conditional share awards are granted
over Dixons Carphone shares.
Awards will be granted annually and will usually vest after three years subject to
continued service and the achievement of performance conditions.
The level of vesting is dependent on achievement of performance targets, usually
over a three-year period. No more than 25% of the maximum will be payable for
threshold level of performance.
The post-tax number of share awards vesting will be subject to a further two-
year holding period, during which they cannot be sold, unless in exceptional
circumstances and with the Committee’s permission.
Dividend equivalents may be accrued on the shares earned from any award.
Awards will be subject to recovery and withholding provisions for material
misstatement, misconduct, calculation error, reputational damage and corporate
failure, enabling performance adjustments and / or recovery of sums already paid.
These provisions will apply for up to three years after vesting.
If employment ceases during the vesting period, awards will ordinarily lapse in full,
unless the Committee exercises its discretion.
The Committee has the discretion in certain circumstances to grant and / or settle
an award in cash. For the executive directors this would only be used in exceptional
circumstances.
In the event of a change of control, any unvested awards will vest immediately,
subject to satisfaction of performance conditions and reduction on a time-
apportioned basis.
– Maximum opportunity
Grants under the LTIP are subject to overall dilution limits.
The normal maximum grant per participant in any financial year will be a market
value of 250% of base salary, with up to 375% in exceptional circumstances,
e.g. recruitment.
More details on the proposed award levels for executive directors in 2019/20 are set
out in the Annual Remuneration Report on page 93.
– Performance assessment / targets Performance targets are reviewed by the Committee prior to each grant and are set
to reflect the key priorities of the business at that time.
The Committee determines the metrics from a range of measures, including but
not limited to, market-based performance measures such as TSR and financial
metrics such as free cash flow. The Committee retains the flexibility to introduce
new measures in the future if considered appropriate given the business context,
although TSR and free cash flow will each not be weighted any less than 30%
of the total award. Material changes will be subject to consultation with major
shareholders.
The actual metrics applying for each award will be set out in the Annual
Remuneration Report and any changes in the metrics will be explained.
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Remuneration Policy continued
All employee share plans
– Purpose and link to strategy
– Operation
– Maximum opportunity
Encourages employees to make a long-term investment in the Company’s shares
and therefore be aligned to the long-term success of the Company.
Executive directors are eligible to participate in the Group all-employee share
schemes, but not the Colleague Shareholder Scheme, on the same terms as other
eligible employees.
The same limits apply to executive directors as to all other participants in the
schemes and are in line with the appropriate regulations.
The Committee reserves the right to increase the savings limits for future schemes
in accordance with the statutory limits in place from time to time.
– Performance assessment / targets None of the schemes are subject to any performance conditions.
Share ownership guidelines
– Purpose and link to strategy
– Operation
Provides close alignment between the longer-term interests of executive directors
and shareholders in terms of the Company’s long-term success.
The Company requires executive directors to retain a certain percentage of base
salary in the Company’s shares, with a five-year period in which to reach these
limits. Executive directors are also required to retain a proportion of these shares
post the cessation of employment.
The shares which count towards this requirement are beneficially-owned shares
(both directly and indirectly).
– Maximum opportunity
Not applicable.
– Performance assessment / targets The Company requires all executive directors to retain 200% of base salary in the
Company’s shares during employment. Any executive director appointed after
5 September 2019 will also be required to retain shares equivalent to 200% of their
base salary on leaving for a period of 12 months and then 100% of their base salary
for a further period of 12 months.
Details of the directors’ shareholdings are shown in the table on page 101.
Non-executive directors and Chairman / Deputy Chairman fees
– Purpose and link to strategy
To provide a competitive fee for the performance of non-executive director duties,
sufficient to attract high calibre individuals to the role.
– Operation
– Maximum opportunity
The fees are set to align with the duties undertaken, taking into account
market rates, and are normally reviewed on an annual basis. Factors taken into
consideration include the expected time commitment and specific experience.
Additional fees are payable for acting as the Senior Independent Director or as
Chair of any Board committee, and for membership of a Board Committee.
Non-executive directors do not participate in the annual performance bonus or the
long-term incentive plans or pension arrangements.
Any reasonable business-related expenses (including the tax thereon) can be
reimbursed if determined to be a taxable benefit.
For material, unexpected increases in time commitments, the Board may pay extra
fees on a pro-rated basis to reflect additional workload.
Aggregate annual limit of £2,000,000 imposed by the Articles of Association for
directors’ fees (not including fees in relation to any executive office or Chairman,
Deputy Chairman, Senior Independent Director or Committee Chair fees).
– Performance assessment / targets Not applicable.
Notes:
(1) The Committee intends to honour all commitments previously provided to executive directors and current employees.
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HEAD_0 1st line continuedHEAD_0 2nd line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Selection of Performance Metrics
The policy provides flexibility for the Committee to determine the measures to be used in the Annual Performance Bonus
and the LTIP.
Currently, the measures used in the bonus are EBIT, average net debt, net promoter score and employee engagement.
The selection of these measures is intended to create an appropriate balance between financial delivery (EBIT and net debt
accounting for 70% of the total) and non-financial indicators of our performance through the lens of our customers and
colleagues.
In the LTIP, the measures currently used are:
– Cumulative cashflow, which the Committee considers to be a principal measure of the financial health of the business
including the management of working capital; and
– Relative total shareholder return, which seeks to measure the growth in shareholders’ investment in Dixons Carphone
(share price movements plus dividends paid) relative to other companies.
Illustration of Remuneration Policy
The Remuneration Policy scenario chart below illustrates the level and mix of potential total remuneration the ongoing
executive directors could receive under the Remuneration Policy at three levels of performance: minimum, target and
maximum.
Remuneration Policy scenario chart
)
s
0
0
0
£
(
n
o
i
t
a
r
e
n
u
m
e
R
£6,000
£5,000
£4,000
£3,000
£2,000
£1,000
£0
£5,575
58%
£4,492
36%
36%
23%
£2,996
40%
26%
£1,024
100%
34%
28%
18%
£3,057
58%
£2,458
£1,631
27%
40%
26%
33%
£540
100%
41%
23%
32%
18%
Minimum
Target
Maximum
Maximum + 50%
share price
growth
Minimum
Target
Maximum
Maximum + 50%
share price
growth
Alex Baldock
Jonny Mason
Fixed pay
Annual bonus
Long-term incentives
Notes:
(1) Fixed pay is based on the basic salary payable at 1 August 2019, taxable benefits and pension contributions.
(2)
Annual variable pay represents the annual bonus entitlement. No bonus is assumed at the minimum performance level. Target performance
assumes a payment of 90% of salary (i.e. 60% of maximum) and at maximum performance a payment of 150% of base salary.
Long term incentives relate to the Long Term Incentive Plan, which is being proposed to shareholders. No awards vest at the minimum
performance level. Target performance assumes a vesting of 137.50% of salary (i.e. 55% of maximum award) and maximum performance
vesting of 250% of salary.
The chart above does not take into account the impact of share price appreciation, other than the fourth bar, which assumes a growth in the
share price of 50% over the vesting period for long-term incentive awards.
(3)
(4)
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HEAD_0 1st lineHEAD_0 2nd lineCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19
Remuneration Report —
Remuneration Policy continued
Remuneration Committee discretions
The Committee operates the annual bonus plan, long term
incentive and all-employee plans in accordance with their
respective rules, the Listing Rules and HMRC rules (or
overseas equivalent) where relevant. The Committee retains
discretion, consistent with market practice, over a number
of areas relating to the operation and administration of these
plans. These include but are not limited to:
Remuneration policy for the wider workforce
Dixons Carphone employs a large number of people across
different countries. Our reward framework is structured
around a set of common principles with adjustments made
to suit the needs of the different businesses and employee
groups. Reward packages differ for a variety of reasons
including the impact on the business, local practice, custom
and legislation.
– entitlement to participate in the plan;
– when awards or payments are to be made;
– size of award and / or payment (within the rules of the
plans and the approved policy);
– determination of a good leaver for incentive plan purposes
and the appropriate treatment based on the rules of each
plan;
– discretion as to the measurement of performance
conditions and pro-rating in the event of a change of
control;
– any adjustment to awards or performance conditions for
significant events or exceptional circumstances; and
– the application of recovery and withholding provisions.
Shareholder and employee consultation
The Committee has a policy to consult with its major
shareholders when making any significant changes to
the Remuneration Policy of the Company. Any feedback
received is taken into consideration when determining future
policy.
The Committee also takes into consideration remuneration
guidance issued by leading investor bodies, in addition
to the principles of good governance relating to directors’
remuneration as set out in the Code.
In contemplation of making the proposed changes to the
Remuneration Policy, a consultation took place with the
Company’s major shareholders and the leading investor
bodies to explain the Committee’s proposed approach.
The Committee took seriously the constructive feedback
that was given and, as a consequence, removed the
flexibility to offer a higher pension amount to attract new
executive directors, and also increased the post cessation
shareholding requirements from 100% for one year, to
200% for the first year and 100% for a second year.
Whilst employees are not formally consulted on executive
remuneration, a number of them are shareholders and as
such are able to exercise their influence. We monitor our
employee discussion boards and employee forums to
ensure employee feedback in general is considered in all
our strategy execution. The Company also conducts regular
employee surveys throughout the business. The Committee
is kept informed of general employment conditions across
the Group, including the annual pay review outcomes.
In determining salary increases to apply across the wider
workforce, the Company takes into consideration Company
performance and other market metrics as necessary. When
setting the policy for executive directors, the Committee
takes into consideration salary increases throughout the
Company as a whole.
The Company actively encourages wide employee share
ownership. The Colleague Shareholder Scheme provided
the opportunity for all colleagues, subject to eligibility
criteria, to become shareholders in the Company and the
Company is putting in place the structure and plan rules
for a SIP, for introduction at a future date. In addition, the
Group’s UK & Irish employees, who meet the eligibility
criteria, are already invited to join the Company’s UK &
Ireland approved SAYE.
Discretionary share plans are also extended to both senior
management and other key members of the workforce, as
the Company feels that it is important to incentivise and
retain these employees over the longer term in order for the
Company to continue to grow.
Recruitment or promotion policy
On appointment or promotion, base salary levels will be
set taking into account a range of factors including market
levels, experience, internal relativities and cost. If an
individual is appointed on a base salary below the desired
market positioning, the Committee retains the discretion to
re-align the base salary over one to three years, contingent
on individual performance, which may result in a higher
rate of annualised increase above ordinary levels. If the
Committee intends to rely on this discretion, it will be noted
in the first Remuneration Report following an individual’s
appointment. Other elements of annual remuneration will
be in line with the policy set out in the Remuneration Policy
table. As such, variable remuneration will be capped as set
out in the Policy table.
The following exceptions will apply:
– in the event that an internal appointment is made or
an executive director joins as a result of a transfer
of an undertaking, merger, reconstruction or similar
reorganisation, the Committee retains the discretion to
continue with existing remuneration provisions, including
pension contributions and the provision of benefits;
– as deemed necessary and appropriate to secure an
appointment, the Committee retains the discretion to
make additional payments linked to relocation (including
any tax thereon);
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HEAD_0 1st line continuedHEAD_0 2nd line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 – for an overseas appointment, the Committee will have
discretion to offer cost-effective benefits and pension
provisions which reflect local market practice and relevant
legislation;
– the Committee may set alternative performance
conditions for the remainder of the initial annual
bonus performance period, taking into account the
circumstances and timing of the appointment; and
– the Committee retains the discretion to provide an
immediate interest in Company performance by making
a long-term incentive award on recruitment (or shortly
thereafter if in a prohibited period) in accordance with
the Policy Table under its existing long-term incentive
schemes or such future schemes as may be introduced
by the Company with the approval of its shareholders.
The Committee will determine, at the time of award, the
level of the award, the performance conditions and time
horizon that would apply to such awards, taking into
account the strategy and business circumstances of the
Company.
Service contracts will be entered into on terms similar to
those for the existing executive directors, summarised in
the recruitment table below. However, the Committee may
authorise the payment of a relocation and / or repatriation
allowance, as well as other associated international mobility
terms and benefits, such as tax equalisation and tax advice.
In addition to the annual remuneration elements noted
above, the Committee may consider buying out, on a like-
for-like basis, bonuses and / or incentive awards that an
individual forfeits from a previous employer in accepting the
appointment. The Committee will have the authority to rely
on Listing Rule 9.4.2(2) or exceptional limits of awards of up
to 375% of base salary within the Long Term Incentive Plan.
If made, the Committee will be informed by the structure,
time horizons, value and performance targets associated
with any forfeited awards, while retaining the discretion
to make any payment or award deemed necessary and
appropriate. The Committee may also require the appointee
to purchase shares in the Company in accordance with its
shareholding policy.
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HEAD_0 1st lineHEAD_0 2nd lineCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Remuneration Report —
Remuneration Policy continued
With respect to the appointment of a new Chairman or non-executive director, terms of appointment will be consistent
with those currently adopted. Variable pay will not be considered and as such no maximum applies. With respect to
non-executive directors, fees will be consistent with the policy at the time of appointment. If necessary, to secure the
appointment of a new Chairman not based in the UK, payments relating to relocation and / or housing may be considered.
Elements of remuneration on appointment are set out in the Recruitment table below.
A timely announcement with respect to any director’s appointment and remuneration will be made to the
regulatory news services and posted on the Company’s corporate website.
Recruitment table
Area
Service contract and
incentive plan
provisions
Feature
Notice period
Policy
– Up to 12 months from either side.
Entitlements on termination
– As summarised in the Policy on loss of office.
Restrictive covenants
– Provisions for mitigation and payment in lieu of notice.
Variable elements
– Gardening leave provisions.
– Non-compete, non-solicitation, non-dealing and confidentiality
provisions.
– The Committee has the discretion to determine whether
an individual shall participate in any incentive in the year of
appointment.
– The Committee shall have the discretion to determine
appropriate bonus performance targets if participating in the
year of appointment.
– To be determined on appointment, taking into account factors
including market levels, experience, internal relativities and
cost.
Annual remuneration
Salary
Salary progression
– If appointed at below market levels, salary may be re-
aligned over the subsequent one to three years subject to
performance in role. In this situation, the Committee reserves
the discretion to make increases above ordinary levels.
– This initial market positioning and intention to increase pay
above the standard rate of increase in the Policy table (subject
to performance) will be disclosed in the first Remuneration
Report following appointment.
Benefits and allowances
– The Committee retains the discretion to provide additional
benefits as reasonably required. These may include, but are
not restricted to, relocation payments, housing allowances
and cost of living allowances (including any tax thereon).
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HEAD_0 1st line continuedHEAD_0 2nd line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 Policy on loss of office
Service contracts contain neither liquidated damages nor a
change of control clause.
The Company shall have a right to make a payment in
lieu of notice in respect of basic salary, benefits, including
car allowance and pension contributions, only for the
director’s contractual period of notice or, if termination is
part way through the notice period, the amount relating to
any unexpired notice to the date of termination. There is
an obligation on directors to mitigate any loss which they
may suffer if the Company terminates their service contract.
The Committee will take such mitigation obligation into
account when determining the amount and timing of any
compensation payable to any departing director.
A director shall also be entitled to a payment in respect of
accrued but untaken holiday and any statutory entitlements
on termination. No compensation is paid for dismissal, save
for statutory entitlements.
A director shall be entitled to receive a redundancy payment
in circumstances where, in the judgement of the Committee,
they satisfy the statutory tests governing redundancy
payments. Any redundancy payment shall be calculated
by reference to the redundancy payment policy in force
for all employees in the relevant country at the time of the
redundancy and may include modest outplacement costs.
If a director’s employment terminates prior to the relevant
annual bonus payment date, ordinarily no bonus is payable
for that financial year. The Committee shall retain discretion
to make a pro-rated bonus payment in circumstances
where it would be appropriate to do so having regard to
the contribution of the director during the financial year, the
circumstances of the departure and the best interests of the
Company.
Any entitlements under long term incentive schemes
operated by the Company shall be determined based on
the rules of the relevant scheme. The default position of
the Long Term Incentive Plan is that awards will lapse on
termination of employment, except where certain good
leaver circumstances exist (e.g. death, ill-health, injury,
disability, redundancy, transfer of an undertaking outside
of the Group or retirement or any other circumstances at
the Committee’s discretion) whereby the awards may vest
on cessation, or the normal vesting date, in both cases
subject to performance and time pro-rating. Although, the
Committee can decide not to pro-rate an award (or pro-rate
to a lesser extent) if it regards it as appropriate to do so in
the particular circumstances.
The Committee shall be entitled to exercise its judgement
with regard to settlement of potential claims, including but
not limited to wrongful dismissal, unfair dismissal, breach of
contract and discrimination, where it is appropriate to do so
in the interests of the Company and its shareholders.
In the event that any payment is made in relation to
termination for an executive director, this will be fully
disclosed in the following Annual Remuneration Report.
A timely announcement with respect to the termination of
any director’s appointment will be made to the regulatory
news service and posted on the Company’s corporate
website.
Service agreements
Service agreements for executive directors
Each of the executive directors’ service agreements
provides for:
– the reimbursement of expenses incurred by the executive
director in performance of their duties;
– 25 days’ paid holiday each year for Alex Baldock and
Jonny Mason;
– sick pay; and
– notice periods whereby Alex Baldock has a notice period
of 12 months from either party and Jonny Mason has a
notice period of 12 months from the Company and six
months from him.
In situations where an executive director is dismissed,
the Committee reserves the right to make additional exit
payments where such payments are made in good faith,
such as:
– in discharge of a legal obligation; and
– by way of settlement or compromise of any claim arising
in connection with the termination of the director’s office
and employment.
Letters of appointment
Each of the non-executive directors has a letter of
appointment. The Company has no age limit for directors.
Non-executive directors derive no other benefit from their
office, except that the Committee retains the discretion to
continue with existing remuneration provisions, including
pension contributions and the provision of benefits, where
an executive director becomes a non-executive director. It is
Company policy not to grant share options or share awards
to non-executive directors. The Chairman, Deputy Chairman
and the other non-executive directors have a notice period
of three months from either party.
Appointments are reviewed annually by the Nominations
Committee and recommendations made to the Board
accordingly.
External appointments
The Board supports executive directors taking non-
executive directorships as a part of their continuing
development and has agreed that the executive directors
may retain their fees from one such appointment. Further
details on current external directorships and fees can be
found in the Annual Remuneration Report on page 93.
89
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Remuneration Policy continued
Availability for inspection
The service agreements for the executive directors and
the letters of appointments for the non-executive directors
are available for inspection during business hours at the
Company’s registered office and at the venue for the
Annual General Meeting, 15 minutes prior to and during the
meeting.
Legacy arrangements
For the avoidance of doubt, in approving the Remuneration
Policy, authority is given to the Company to honour any
commitments previously entered into with the current
or former directors.
Dilution Limits
All the Company’s equity-based incentive plans incorporate
the current Investment Association Share Capital
Management Guidelines (‘Guidelines’) on headroom
which provide that overall dilution under all plans should
not exceed 10% over a ten-year period in relation to the
Company’s issued share capital (or reissue of treasury
shares). In addition, the Long Term Incentive Plan operates
with a 5% in ten-year dilution limit (excluding historic
discretionary awards). The Company regularly monitors
the position and prior to making any award the Company
ensures that it will remain within these limits. Any awards
which will be satisfied by market purchase shares are
excluded from such calculations. As at 19 June 2019, the
Company’s dilution position, which remains within the
current Guidelines, was 4.1% for all plans (against a limit of
10%) and 3.0% for the Long Term Incentive Plan (against a
limit of 5%).
90
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—
Annual Remuneration
Report
Remuneration Report —
Annual Remuneration Report
Andrew Harrison
Andrew Harrison stepped down from his role as Deputy
Chief Executive to become Chairman of Carphone
Warehouse Limited on 21 December 2017 under a new
contract with a minimum term of 12 months. This contract
came to an end on 20 December 2018, at which point he
left the business.
Service agreements
Service contracts
The following table summarises key terms of the service
contracts in place with the executive directors:
Alex Baldock
Jonny Mason
Date of contract
3 Apr 18
13 Aug 18
More details are set out in the single figure of directors’
remuneration tables on pages 95 to 96.
Letter of appointment
Non-executive directors are normally appointed for three-
year terms, subject to annual re-election at the annual
general meetings, although appointments may vary
depending on length of service and succession planning
considerations. Appointments are reviewed annually by
the Nominations Committee and recommendations made
to the Board accordingly. The contracts in respect of
the Chairman’s, Deputy Chairman’s and non-executive
directors’ services can be terminated by either party, the
Company or the director, giving not less than three months’
notice.
The date of the letters of appointment are shown below:
Eileen Burbidge
Tony DeNunzio
Andrea Gisle Joosen
Lord Livingston of Parkhead
Fiona McBain
Gerry Murphy
Letters of
appointment
1 Jan 19
16 Dec 15
6 Aug 14
16 Dec 15
1 Mar 17
6 Aug 14
More details are set out in the single figure of directors’
remuneration tables on pages 95 to 96.
Introduction
This part of the report has been prepared in accordance
with Part 3 of Schedule 8 to the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations
2008 (as amended), and contain those elements required by
section 9.8.6R and stipulated in 9.8.8 of the Listing Rules.
This Annual Remuneration Report will be put to an advisory
vote at the Annual General Meeting on 5 September 2019.
The following sections set out how the Remuneration
Policy was implemented during 2018/19 and how it will be
implemented for the following year.
Leavers and joiners
Full details were provided in last year’s Remuneration
Report on the changes in executive directors that took place
during 2017/18 and were planned for 2018/19. The specific
changes that took place in 2018/19 are reported here.
Jonny Mason
Jonny Mason was appointed as Group Chief Financial
Officer on 13 August 2018. His salary on appointment was
£470,000. He also receives a pension of 10% of base salary.
In line with the Remuneration Policy in place at recruitment,
he is eligible for a maximum bonus of 125% of base salary
and LTIP of 275% of base salary for 2018/19. Under the
proposed Remuneration Policy these values will change to
150% of base salary, with one third deferred into shares
for two years and 250% of base salary for LTIP. He is on a
12-month notice period from the Company and a 6 month
notice period from the executive.
Upon joining, Jonny received 275% of base salary under
the 2016 LTIP for the financial year 2018/19. In addition,
he received an award equal to 100% of base salary as an
additional LTIP and a buy-out award of nil cost options to
the value of £143,286 in order to compensate for awards
lost from his previous employment. Performance conditions
were associated with the LTIP awards and are disclosed
on pages 98. These awards were consistent with our
Remuneration Policy and necessary to secure an individual
of Jonny’s calibre.
Humphrey Singer
Humphrey Singer stepped down from the Board and left the
Group on 20 June 2018. He received no salary payments
after that date nor pay in lieu of notice. He was not entitled
to any bonus for 2018/19 and his outstanding share awards
have all lapsed. His remuneration arrangements were in line
with the approved Remuneration Policy.
Katie Bickerstaffe
Katie Bickerstaffe stepped down from the Board on 28
April 2018, after resigning from the business. She left the
business on 20 September 2018, with no salary payments
thereafter or pay in lieu of notice. She was not entitled to
any bonus for 2018/19 and her outstanding share awards
have all lapsed.
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Corporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19
continued
Remuneration Report —
Annual Remuneration Report continued
Remuneration Committee membership and attendance
Meetings
• The Remuneration Committee meets as and when
required and at least twice a year.
• The Committee attended five scheduled meetings and
one unscheduled meeting during the period under
review.
• The Committee has met twice since the year end.
Committee membership and attendance
The members of the Remuneration Committee are
shown in the table below along with their attendance
at scheduled meetings for the period under review.
Biographical details on each member can be found on
pages 48 to 49.
Current members
Tony DeNunzio (Chair)
Andrea Gisle Joosen
Gerry Murphy
Scheduled
meetings
5 of 5
5 of 5
5 of 5
Only members of the Remuneration Committee are entitled
to attend Committee meetings. The Chairman of the Board,
Group Chief Executive, Group Chief Financial Officer,
General Counsel and Company Secretary, Deputy Company
Secretary, Group Human Resources Director, Group
Reward Director, other members of senior management,
and representatives from the Company’s remuneration
advisor (Aon Hewitt) attended the relevant Committee
meetings by invitation.
No director participates in discussions about their own
remuneration.
The Company Secretary, or his nominee, acts as
Secretary to the Committee and attends all meetings. The
Committee’s deliberations are reported by its Chair at
the subsequent Board meeting and the minutes of each
meeting are circulated to all members of the Board following
approval.
Responsibilities
Responsibility for the establishment of an overall
remuneration policy for the Group lies with the Board. The
Committee has the following principal duties:
– making recommendations to the Board on the Company’s
framework of executive remuneration;
– determining the fees of the Chairman and Deputy
Chairman;
– considering and making recommendations to the Board
on the remuneration of the executive directors and senior
management relative to performance and market data;
– approving contracts of employment which exceed defined
thresholds of total remuneration or have unusual terms or
termination periods;
– considering and agreeing changes to the Remuneration
Policy or major changes to employee benefit structures;
and
– approving and operating employee share-based incentive
schemes and associated performance conditions and
targets.
Activities during the year
The principal activities of the Committee during 2018/19
included:
– reviewing and approving the Directors’ Remuneration
Report;
– approving share awards to senior management under the
2016 Long Term Incentive Plan;
– reviewing the Sharesave grant;
– assessing the performance of executive directors against
pre-determined targets set for the 2017/18 annual bonus
and approving the payments;
– agreeing design of the 2018/19 annual bonus including
performance measures and targets;
– reviewing the Gender Pay submission;
– approving the design of the Colleague Shareholder
Scheme;
– consulting with shareholders on the new Remuneration
Policy and approving the final proposals;
– monitoring the developments in the corporate governance
environment and investor expectations; and
– noting remuneration practices across the Group.
Advice
The Committee retained Aon Hewitt throughout 2018/19
as independent advisors. Aon Hewitt, who were appointed
by the Committee in 2016 following a competitive tender
process, are engaged to provide advice to the Committee
and to work with the directors on matters relating to
the Group’s executive remuneration and its long-term
incentives. They are members of the Remuneration
Consultants Group and operate under its code of conduct in
relation to the provision of executive remuneration advice in
the UK and have confirmed that they adhered to the Code
during 2018/19 for all remuneration services provided to
the Group. Aon Hewitt received fees of £180,000 (2017/18:
£136,400) in relation to the provision of those services.
In addition, during the year, the Committee took external
legal advice from Aon Hewitt with respect to the Colleague
Shareholder Scheme and Freshfields Bruckhaus Deringer
LLP on other legal matters relating to share schemes.
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HEAD_0 1st line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19 External directorships
The policy relating to external directorships is outlined in the
Remuneration Policy; the following external directorship was
undertaken and fee retained:
– Humphrey Singer has been a non-executive director of
Taylor Wimpey plc during 2018/19 and was paid a fee of
£11,250 for the period up to 20 June 2018.
How the Remuneration Policy will be applied in 2019/20
Executive directors
i) Base Salary
The following salaries will apply during the 2019/20 financial
year, with effect from 28 April 2019:
iv) LTIP
Awards will be made later this year under the 2016 Long
Term Incentive Plan. These awards will be up to 250% of
base salary. Full details of the awards and the associated
targets will be disclosed when the awards are made.
Awards will be subject to recovery and withholding
provisions for material misstatement, misconduct,
calculation error, reputational damage and corporate failure,
enabling performance adjustments and / or recovery of
sums already paid. These provisions will apply for up to
three years after vesting. Any shares vesting as a result
of these awards, net of tax and national insurance, will be
required to be held for a further two years post vesting.
Remuneration details for 2018/19
Performance graph
The graph below shows the Group’s performance measured
through TSR on a holding of £100 in the Company’s shares,
compared with the FTSE 350 Index, since 29 March 2010.
The FTSE 350 has been used as it is a broad market which
includes the Company and a number of its competitors.
Total shareholder return
Source: FactSet
700
600
500
400
300
200
100
0
)
d
e
s
a
b
e
r
(
)
£
(
e
u
a
V
l
29 Mar
2010
31 Mar
2011
31 Mar
2012
31 Mar
2013
29 Mar
2014
02 May
2015
30 Apr
2016
29 Apr
2017
28 Apr
2018
27 Apr
2019
Dixons Carphone plc
FTSE 350 Index
This graph shows the value, by 27 April 2019, of £100 invested in
Dixons Carphone on 29 March 2010, compared with the value of £100
invested in the FTSE 350 Index on the same date.
The other points plotted are the values at intervening financial year
ends.
The start date of the graph reflects the date of admittance to the
London Stock Exchange of Dixons Carphone, previously called
Carphone Warehouse Group plc.
Current directors
Alex Baldock
Jonny Mason
Salary at
28 April
2019
£’000
Increase
in salary
in 2019/20
£’000
Salary at
1 August
2019
£’000
850
470
17
9
867
479
ii) Pension Contributions
Company pension contributions or allowance in lieu of 10%
of base salary will be paid.
iii) Annual performance bonus
The maximum annual bonus for 2019/20 will be 150% of
base salary. The measures have been selected to reflect
the Group’s key objectives and for 2019/20 the bonus will
include a clawback facility in order to demonstrate the
Company’s objective to reinforce a culture of ‘Treating
Customers Fairly’. A minimum EBIT threshold must be
achieved before any bonus is paid out. The proposed target
levels for the year have been set to be challenging relative
to the business plan. One-third of any bonus earned will
be deferred into shares for two years after payment. The
Committee feels that specific targets relating to the 2019/20
bonus scheme are currently commercially sensitive and as
such will not be disclosed. Retrospective disclosure of the
targets and performance against them will be provided in
next year’s Remuneration Report.
The performance metrics and their weightings for 2019/20
are shown in the table below:
EBIT
Average net debt
Customer Net Promoter Score
Employee engagement
Weighting (as a percentage of
maximum bonus
opportunity)
50%
20%
15%
15%
Recovery and withholding provisions apply for material
misstatement, misconduct, calculation error, and
reputational damage and corporate failure, enabling
performance adjustments and / or recovery of sums already
paid. These provisions will apply for up to three years after
payment.
93
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Remuneration Report —
Annual Remuneration Report continued
Group Chief Executive pay
The following table shows, over the same nine-year period
as the performance graph, the Group Chief Executive’s
single total figure of remuneration, the amount of bonus
earned as a percentage of the maximum remuneration
possible, and the vesting of long term awards as a
percentage of the maximum number of shares that could
have vested, where applicable.
Percentage change in remuneration
The table below provides the percentage change in
remuneration for the Group Chief Executive and the
percentage change for all UK head office-based employees
as this group provides the best like-for-like comparison. The
majority of the UK head office-based employees (c. 85%)
work for the UK & Ireland business and are bonused against
the performance of that business.
Annual
bonus
payout
against
maximum
%
Long term
incentive
vesting rates
against
maximum
opportunity
%
CEO single
figure of
remuneration(1)
£’000
Year
2018/19 Alex Baldock
1,619
58%(4)
Alex Baldock
Sebastian James
2017/18 Total
2016/17 Sebastian James
2015/16 Sebastian James
Sebastian James
Andrew Harrison
2014/15 Total
Andrew Harrison
Roger Taylor
2013/14 Total
2012/13 Roger Taylor
2011/12 Roger Taylor
2010/11 Roger Taylor
75
2,716(3)
2,791
1,795
1,616
1,687
420
2,107
679
159
838
958
474
1,193
0%
0%
83%
68%
100%
100%
54%
n/a
55%
0%(2)
82%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
(1)
Excludes remuneration received from long term incentive
schemes established by Old Carphone Warehouse prior to the
demerger from TalkTalk because that company is not part of
the current Group. Details of remuneration associated with Old
Carphone Warehouse incentive schemes were provided in that
company’s annual report for the year ended 31 March 2012.
Future reports will include long term incentives operated by the
current Group when they have vested.
(2) Roger Taylor waived a bonus of 25% maximum potential and
(3)
(4)
instead chose for it to be paid directly to charity.
The single figure includes the taxable benefit relating to the
waiving of the loan from the Dixons Share Plan award.
Alex Baldock voluntarily deferred 100% of his annual bonus into a
share award, vesting two-years from grant.
Salary and fees
Taxable benefits (2)
Annual bonuses(3)
Group Chief
Executive
2%
0%
N/A
UK head
office
employees
2%(1)
0%
1,099%
(1)
(2)
(3)
Changes in salary relating to changes in roles and / or
responsibilities have been excluded from the increase presented
for the wider Group.
The percentage change in taxable benefits is considered to be 0%
since there have been no material changes in Group benefits.
A small number of UK head office employees received a bonus in
2017/18, but the majority and the Group Chief Executive did not.
Relative importance of spend on pay
The following table sets out both the total cost of
remuneration for the Group compared with pro forma
Headline EBIT and profits distributed for 2018/19 and the
prior year.
Dividends paid(1)
Headline EBIT
Total staff costs –
continuing operations(2)
Average employee
numbers – continuing
operations(2)
2018/19
£million
2017/18
£million
Change %
116
322
130 -10.77%
400 -19.50%
1,170
1,138
2.81%
Number
Number
Change %
42,990
43,760
-1.76%
(1) Extracted from note 23 to the Group financial statements.
(2) Extracted from note 5 to the Group financial statements.
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HEAD_0 1st line continuedHEAD_0 2nd line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19
CEO Pay Ratio
In advance of the formal disclosure requirements, we have chosen to publish our CEO pay ratio this year. The legislation
requires the publishing of the ratio of total remuneration of the Chief Executive to the 25th, 50th and 75th equivalent
percentile of full-time equivalent colleagues.
The ratio is shown in the table below:
Financial Year
2018/19
Methodology
Option A
P25 (Lower Quartile)
P50 (Median)
P75 (Upper Quartile)
79:1
65:1
50:1
Of the three calculation approaches available in the regulations, we have chosen Methodology A because we believe it to
be the most appropriate and robust way for the Company to calculate the ratio.
In determining the figures the following should be noted:
– The single total figure of remuneration of our UK colleagues was calculated and ranked using 2018/19 P60 and P11D
data, employer pension contributions and payments under the Company share schemes, in line with the reporting
regulations. P60 data was used as it also includes the value of any overtime payments made in the year. At the time of
this analysis the 2018/19 bonus amounts were not known so the 2017/18 figures were used instead.
– Part time colleagues’ earnings have been annualised on a full-time equivalent basis.
– Joiners and leavers were excluded from the ranking.
– The 25th, 50th and 75th percentile colleagues’ single total figure of remuneration was then identified and compared to
the CEO pay, as shown in the single total figure of remuneration table on page 95.
The Committee has confirmed that the ratio is consistent with the Company’s wider policies on colleague pay and reward,
taking into account a range of factors including market practice, experience and National Living Wage requirements.
In future years we will provide context to the ratios and provide details showing changes over time.
Audited information
Single figure of directors’ remuneration for the year ended 27 April 2019
Basic salary
and fees
£’000
Pension
contributions(2)
£’000
Annual
bonus
£’000(3)
Taxable
benefits(4)
£’000
Total
emoluments
£’000
LTIP
payments
£’000
Total
remuneration
£’000
Executive
Current directors
Alex Baldock
Jonny Mason (1)
Former directors
Humphrey Singer (1)
Non-executive
Current directors
Eileen Burbidge(5)
Tony DeNunzio
Andrea Gisle Joosen
Lord Livingston of Parkhead(8)
Fiona McBain(7)
Gerry Murphy
Former directors
Jock Lennox(6)
850
339
77
1,266
22
140
70
300
72
70
47
721
1,987
85
34
10
129
—
—
—
—
—
—
—
—
129
619
244
—
863
—
—
—
—
—
—
—
—
863
65
9
2
76
1
3
5
—
13
—
—
22
98
1,619
626
89
2,334
23
143
75
300
85
70
47
743
3,077
—
—
—
—
—
—
—
—
—
—
—
—
—
1,619
626
89
2,334
23
143
75
300
85
70
47
743
3,077
(1)
(2)
(3)
(4)
Remuneration is shown for the period served on the Board. Jonny Mason was appointed to the Board on 13 August 2018. Humphrey
Singer stepped down from the Board and left the Company on 20 June 2018.
Pension contributions comprise the Company’s contribution or allowance in lieu together with the salary supplement which is based on
the difference between basic salary and the scheme earnings cap set by the Company. The contribution amount was 10% of salary for
Alex Baldock, Jonny Mason and Humphrey Singer.
100% of Alex Baldock and Jonny Mason’s bonus entitlement has been voluntarily deferred into a share award, which will vest two years
from the grant date.
Taxable benefits for executive directors include private medical insurance and car allowance or driver benefit amounts. For non-executive
directors they include routine travel expenses relating to travel, accommodation and subsistence costs incurred in connection with
attendance at Board meetings and other Board business during the year, which are considered to be taxable by HMRC.
Eileen Burbidge was appointed to the Board on 1 January 2019.
(5)
(6) Jock Lennox stepped down as Chair of the Audit Committee on 6 September 2018 but remained a member of the Audit Committee until he
stepped down from the Board on 31 December 2018.
Fiona McBain was appointed Chair of the Audit Committee on 6 September 2018.
Ian Livingston has a deferred pension in the Dixons Retirement and Employee Security Scheme.
(7)
(8)
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HEAD_0 1st lineHEAD_0 2nd lineCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19
Remuneration Report —
Annual Remuneration Report continued
Single figure of directors’ remuneration for the year ended 28 April 2018
Basic salary
and fees
£’000
Pension
contributions(3)
£’000
Annual
bonus
£’000
Taxable
benefits(4)
£’000
Total
emoluments
£’000
LTIP
payments(7)
£’000
Total
remuneration
£’000
Executive
Current directors
Alex Baldock(1)
Humphrey Singer(5) (6)
Former directors
Sebastian James(1) (5) (6)
Andrew Harrison (1) (5) (6) (7)
Katie Bickerstaffe(1) (2) (5) (6)
Non-executive
Current directors
Tony DeNunzio
Andrea Gisle Joosen
Jock Lennox
Lord Livingston of Parkhead(8)
Fiona McBain
Gerry Murphy
Former directors
Tim How(1)
Baroness Morgan of Huyton(1)
67
492
790
411
508
7
49
79
21
51
2,268
207
140
70
75
300
65
70
23
23
766
—
—
—
—
—
—
—
—
—
—
3,034
207
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1
1,181
1,847
343
1,178
4,550
1
4
—
2
10
—
—
2
1
20
75
1,722
2,716
775
1,737
7,025
141
74
75
302
75
70
—
25
24
786
—
—
—
1,388
—
1,388
—
—
—
—
—
—
—
—
—
75
1,722
2,716
2,163
1,737
8,413
141
74
75
302
75
70
—
25
24
786
4,570
7,811
1,388
9,199
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
Remuneration is shown for the period served on the Board. Alex Baldock was appointed to the Board on 3 April 2018. Sebastian James
stepped down from the Board on 2 April 2018 and left the Company on 27 April 2018. Andrew Harrison and Katie Bickerstaffe stepped
down from the Board on 21 December 2017 and 28 April 2018 respectively. Tim How and Baroness Morgan stepped down from the Board
on 7 September 2017.
Katie Bickerstaffe purchased annual leave under the Group’s holiday purchase scheme, reducing her salary by £10,000 in 2017/18.
Pension contributions comprise the Company’s contribution or allowance in lieu together with the salary supplement which is based on
the difference between basic salary and the scheme earnings cap set by the Company. The contribution amount was 10% of salary for
Alex Baldock, Sebastian James, Humphrey Singer and Katie Bickerstaffe and 5% for Andrew Harrison.
Taxable benefits for executive directors include private medical insurance, car allowances and loan waiver benefit amounts. For
non-executive directors they include routine travel expenses relating to travel, accommodation and subsistence costs incurred in
connection with attendance at Board meetings and other Board business during the year, which are considered to be taxable by HMRC.
Taxable benefits for Sebastian James, Andrew Harrison, Humphrey Singer and Katie Bickerstaffe include the benefit amount relating to the
loan waived in respect of the Share Plan (Dixons award). The loan waiver amounts are £1,835,000, £334,000, £1,168,000, and £1,168,000
for Sebastian James, Andrew Harrison, Humphrey Singer and Katie Bickerstaffe respectively. Further details relating to the loan waiver can
be found in last year’s Directors Remuneration Report.
Details of the Share Plan compensation payments (Dixons award) are not included in the single figure table as they are not deemed to be
emoluments. Further information relating to these payments was set out in last year’s Directors’ Remuneration Report.
LTIP payments comprise of the amount paid out in respect of the Share Plan (Carphone award). Further information relating to this payment
is set out in the Directors’ interests in Share Plan section on page 100.
Ian Livingston has a deferred pension in the Dixons Retirement and Employee Security Scheme.
96
HEAD_0 1st line continuedHEAD_0 2nd line continuedCorporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19
Long term incentive plans (LTIP) and other share awards
LTIP Awards made during 2018/19
Nil cost option awards were made to Alex Baldock on 22 June 2018 and Jonny Mason on 13 August 2018. Alex Baldock’s
award was of 275% of base salary. Jonny Mason’s total award was of 375% of base salary, this was made up of 275% of
base salary as the regular LTIP award for 2018/19 and 100% of base salary as a recruitment award. These awards were all
in line with the current Directors’ Remuneration Policy. All the awards are subject to a two-year post vesting holding period,
during which the executive director is not permitted to sell any shares vesting, other than those required to settle any tax
obligations.
The regular LTIP awards of 275% of base salary made to Alex Baldock and Jonny Mason have two equally weighted
performance conditions. Half of the awards will be subject to the achievement of a relative TSR performance condition,
measured against the companies ranked FTSE 51-150 at the start of the performance period. The remaining half of the
awards will be subject to the achievement of a cumulative free cash flow target. This measure replaced the previous EPS
measure and provides an additional focus on cash generation. The Board believes this has the potential to drive enhanced
performance.
The additional award of 100% of base salary made to Jonny Mason relating to his recruitment is subject only to the
achievement of the relative TSR performance condition, measured against the companies ranked FTSE 51-150 at the start
of the performance period.
The relative TSR condition will be assessed over a three-year period, with vesting determined as follows:
Rank of Company TSR against Comparator Group TSR
% of TSR element vesting
Below Median
Median
Between Median and Upper-Quartile
Upper Quartile or above
0%
25%
Pro rata between 25% and 100% on
a straight-line basis
100%
The free cash flow performance condition is measured cumulatively over the three-year performance period. The
percentage of the award vesting will be as follows:
Cumulative free cash flow up to the end of the 2020/21
financial year
% of the free cash flow element vesting
Below £517m
£517m
Between £517m and £574m
£574m
Between £574m and £689m
Above £689m
0%
10%
Pro rata between 10% and 25% on a
straight-line basis
25%
Pro rata between 25% and 100%
100%
The free cash flow targets take into account a number of inputs including market consensus at the time of the award
and the market within which the Company is operating. Calculations of the achievement against the targets will be
independently performed and approved by the Committee. Free cash flow is defined in the glossary on page 190; however
the Committee retains discretion to adjust for exceptional items which impact cash flow during the performance period and
will make full and clear disclosure of any such adjustments in the directors’ remuneration report, together with details of
the achieved levels of performance, as determined by the above definitions, at the end of the performance period.
Awards will be subject to recovery and withholding provisions for material misstatement, misconduct, calculation error,
reputational damage and corporate failure, enabling performance adjustments and / or recovery of sums already paid.
These provisions will apply for up to three years after vesting.
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Remuneration Report —
Annual Remuneration Report continued
The table below sets out the LTIP awards made to the executive directors in 2018/19:
Alex Baldock – 275%(2)
Jonny Mason – 275% (3)
Jonny Mason – 100% (3)
Nil Cost Options
awarded
1,197,182
734,583
267,121
Share Price at
date of award
£
1.9525
1.7595
1.7595
Face Value
£(1)
End of Performance
Period
2,337,500
1,292,500
470,000
1 May 2021
1 May 2021
1 May 2021
Vesting Date
22 June 2021
13 August 2021
13 August 2021
The face value is calculated based on the number of options awarded multiplied by the share price at the date of award.
(1)
(2) Nil cost option awards were made to Alex Baldock on 22 June 2018 and the share price at the date of grant was 1.9525.
(3) Nil cost option awards were made to Jonny Mason on 13 August 2018 and the share price at the date of grant was 1.7595.
No award was made to Humphrey Singer as he had resigned from the Company.
In addition, on the same date as the LTIP awards were made, the Company granted Jonny Mason a buy-out award to
compensate for awards lost from his previous employer.
The award was granted under a one-off award agreement in accordance with Listing Rule 9.4.2(2) of the Listing Rules.
The award comprised a nil cost option over 81,435 shares in the Company. The award was calculated based on a
reference value of £143,286, with the number of shares subject to the award based on the price of £1.7595, being the
mid-market price on the dealing day prior to the grant (10 August 2018).
The award will ordinarily vest three years from the grant date (the ‘vesting date’), subject to continued service and that
neither party has served notice to terminate employment prior to such time.
The award will then ordinarily become exercisable in three tranches as set out below:
As from an exercise period commencing
No. of related vested shares exercisable
13 August 2021
13 August 2022
13 August 2023
27,145 (Tranche 1)
27,145 (Tranche 2)
27,145 (Tranche 3)
Other significant terms of the awards are as follows:
Once exercisable, the respective tranches shall ordinarily remain exercisable until the tenth anniversary of the grant date.
Additional shares may be added to each tranche on exercise, by reference to the value of dividends that would have been
payable between the grant of the award and the commencement of the relevant exercise period.
The award is non-pensionable and will be satisfied with existing shares other than treasury shares.
In the event of cessation of service or notice being served prior to the vesting date, the award shall lapse unless in
exceptional circumstances the Committee determines otherwise (in which case, it shall specify to what extent and on what
terms the award may continue).
In the event of cessation of service or notice on or following the vesting date, the award shall remain capable of becoming
exercisable on normal timetable, but the exercise period for each tranche shall be shortened to six months.
In the event of a qualifying change of control prior to the vesting date, the award shall vest early, to such extent as the
Committee determines appropriate but as to no less than a pro-rata extent based on time elapsed into the normal vesting
period. In the event of a qualifying change of control on or following the vesting date, the award shall become exercisable
early (as relevant) at such time. Early vesting may also exceptionally arise at the discretion of the Committee in response
to a demerger, delisting, special dividend or similar event which, in the opinion, would affect the market price of the
Company’s shares to a material extent.
The number of shares subject to the award may be adjusted in the event of a variation of share capital.
No further award will be made under this arrangement and no amendments will be made to the advantage of Jonny Mason
in relation to (i) the basis for determining his entitlement to, and the terms of, shares to be provided under the award;
and (ii) any adjustment that may be made for any variation of share capital or special dividend without prior shareholder
approval in general meeting except for minor amendments to benefit the administration of the award, to take account of a
change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment.
The award is personal to Jonny Mason and cannot be transferred, assigned or otherwise disposed of by him (other than to
his personal representative following his death).
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Annual bonus for 2018/19
The maximum bonus opportunity for executive directors was 125% of base salary based on performance in the 12-month
period to the end of the financial year.
The Committee determined at the beginning of the year that the disclosure of performance targets was commercially
sensitive and therefore these were not disclosed in last year’s directors’ remuneration report. This was because targets
were set within the context of a longer-term business plan and this disclosure could give information to competitors
to the detriment of business performance. The Committee has, however, disclosed in the table below the targets on a
retrospective basis and the actual performance against these.
The maximum annual bonus of 125% of base salary is payable at the maximum level of performance, 25% of base salary
on achievement of threshold performance and 75% of base salary on achievement of target performance.
Measure
Headline EBIT
Average net (debt) – variance vs
budget
Customer Net Promoter Score
Employee engagement score
Total
As a percentage
of maximum
bonus
opportunity
50%
20%
15%
15%
Threshold
£303.8m
(£50m)
58.6%
63.6%
Target
Maximum
Actual
Potential
Bonus %
Achieved
£328.8m
£353.8m
£321.9m
24.5%
0.0
60.3%
64.6%
£50m
63.4%
65.6%
£20.1m
63.8%
63.7%
15.3%
15%
3.5%
58.3%
The Committee is comfortable that the result is an appropriate reflection of overall performance during the year under
review. 100% of Alex Baldock and Jonny Mason’s bonus entitlement has been voluntarily deferred into a share award
which will vest two years from the grant date. The 2018/19 bonus amounts deferred by the executive directors are set out
in the single figure of directors’ remuneration table on page 95.
Vesting of awards made under 2016 Long Term Incentive Plan
The first award made under the 2016 Long Term Incentive Plan (the ‘LTIP’) will vest on 9 September 2019. The
performance period for this award ended on 27 April 2019. The performance measures for the award and the outcomes are
shown below. Based on the achieved level of performance, the Committee determined that the threshold required for either
of the performance measures had not been met and therefore all awards will lapse on reaching their vesting date.
TSR Target
Level of Performance
Below Threshold
Threshold
Maximum
Achieved
TSR Performance over performance period
Below Median
Median
Upper Quartile Below Threshold
Vesting Level
EPS Target
Level of Performance
EPS Growth over performance period
Vesting %
0%
25%
100%
0%
Below Threshold
Threshold
0%
0%
10%
25%
Maximum
30%
100%
Achieved
-30.4%
0%
Both Sebastian James and Andrew Harrison were granted awards in September 2016 and were granted good leaver
status, resulting in their awards being pro-rated for time. Their pro-rated awards will lapse in full on the vesting date being
achieved.
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Remuneration Report —
Annual Remuneration Report continued
Directors’ interests in LTIP
Date of grant
At
28 April
2018
Awarded
in the
year
Lapsed or
forfeited in
the year
Exercised
in the
year
At
27 April
2019
Date from
which first
exercisable
Expiry of the
exercise period
Exercise
Price (p)
Current directors
Alex Baldock(1)
2016 LTIP
2016 LTIP
Section 9.4.2
Total (with performance
conditions)
Total (without
performance conditions)
Jonny Mason(2)
2016 LTIP
2016 LTIP
Section 9.4.2
Total (with performance
conditions)
Total (without
performance conditions)
Former directors
Sebastian James(3)
2017 LTIP
2016 LTIP(5)
Total (with performance
conditions)
Andrew Harrison(4)
2016 LTIP
2016 LTIP(5)
Total (with performance
conditions)
Humphrey Singer(6)
2016 LTIP
2016 LTIP
Total (with performance
conditions)
22 Jun 2018
3 Apr 2018
3 Apr 2018
— 1,197,182
—
—
455,641
989,078
13 Aug 2018
13 Aug 2018
13 Aug 2018
—
—
—
734,583
267,121
81,435
—
—
—
—
—
—
— 1,197,182
455,641
—
989,078
—
22 Jun 2021
3 Apr 2021
3 Apr 2021
22 Jun 2028
3 Apr 2028
3 Apr 2028
1,652,823
989,078
—
—
—
734,583
267,121
13 Aug 2021
13 Aug 2021
81,435 13 Aug 2021
13 Aug 2028
13 Aug 2028
13 Aug 2028
1,001,704
81,435
29 Jun 2017
9 Sep 2016
215,793
321,291
—
—
—
—
—
215,793
— 321,291
29 Jun 2020
9 Sep 2019
29 Jun 2027
9 Sep 2026
29 Jun 2017
525,280
9 Sep 2016
396,592
— 266,711
— 95,168
29 Jun 2017
9 Sep 2016
453,652
342,512
— 453,652
— 342,512
—
—
—
—
537,084
258,569
29 Jun 2020
29 Jun 2027
301,424
9 Sep 2019
9 Sep 2026
559,993
— 29 Jun 2020
— 9 Sep 2019
29 Jun 2027
9 Sep 2026
—
—
—
—
—
—
—
—
—
—
—
—
—
(1) Alex Baldock joined the Company on 3 April 2018.
(2) Jonny Mason joined the Company on 13 August 2018.
(3) Sebastian James stepped down from the Board on 2 April 2018 and left the Company on 27 April 2018. The Remuneration Committee
exercised its discretion to allow good leaver treatment in respect of these awards. The awards were pro-rated for service in accordance
with the plan rules.
Andrew Harrison stepped down from the Board on 21 December 2017 and left the Company on 20 December 2018. The Remuneration
Committee exercised its discretion to allow good leaver treatment in respect of these awards. The awards were pro-rated for service in
accordance with the plan rules.
(4)
(5) These awards will lapse on achieving their vesting date of 9 September 2019.
(6) Humphrey Singer stepped down from the Board and left the Company on 20 June 2018. All awards lapsed.
Directors’ interests in the Share Plan
Full details of The Share Plan and the outcomes at the end of the performance period in July 2017 were provided in the Directors’ Remuneration
Report last year. The remaining 40% of the award for Andrew Harrison was paid in June 2018. Details are shown in the table below:
Former directors
Andrew Harrison(1)
A Pool Value
£’000
% Allocation of
A pool
£ value of
allocation of
A pool
£’000
Original
purchase
price of 7%
allocation of
A shares
£’000
100% Award
value
£’000
Value of 60%
Award at vest
on 6 July 2017
£’000
Value of 40%
Award at vest
on 29 June
2018
£’000
25,327
7%
1,773
385
1,388
833
555
(1) Andrew Harrison stepped down from the Board on 21 December 2017.
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Directors’ interests in Sharesave
None of the current directors have any interests in Sharesave as no offers have been made since they joined the business.
The next offer is planned for August 2019.
Date of grant
Exercise
price (p)
At
28 April
2018
Awarded
in the
year
Lapsed or
cancelled in
the year
Exercised
in the year
At
27 April
2019
Date from which
first exercisable
Expiry of the
exercise period
Former directors
Humphrey Singer(1)
Sharesave
Katie Bickerstaffe(2)
Sharesave
22 Feb 2017
252.00
7,142
7,142
—
—
7,142
7,142
22 Feb 2017
252.00
500
—
500
21 Feb 2018
165.00 10,145
10,645
— 10,145
— 10,645
—
—
—
—
—
— 1 Apr 2020 30 Sep 2020
—
— 1 Apr 2020 30 Sep 2020
— 1 Apr 2021 30 Sep 2021
—
(1) Humphrey Singer stepped down from the Board and left the Company on 20 June 2018. All awards were cancelled.
(2) Katie Bickerstaffe stepped down from the Board on 28 April 2018 and left the Company on 20 September 2018. All awards were cancelled.
Directors’ shareholding
Details of directors’ interests in shares of the Company are shown in the following table:
Executive directors
Current directors
Alex Baldock(4)(7)
Jonny Mason(1)(5)(7)
Non-executive directors
Current directors
Eileen Burbidge(2)
Tony DeNunzio
Andrea Gisle Joosen
Lord Livingston of Parkhead
Gerry Murphy
Fiona McBain
Former Directors
Jock Lennox(3)
Total beneficial
interests under
share ownership
guidelines
27 April
2019
Total beneficial
share interests
as a
% of
salary(6)
27 April
2019
27 April
2019
28 April
2018
225,533
100,000
—
N/A
225,533
100,000
39%
31%
0
100,000
20,176
105,631
50,000
19,129
N/A
100,000
20,176
105,631
50,000
19,129
N/A
22,625
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1) Jonny Mason joined the Company and was appointed to the Board on 13 August 2018.
(2) Eileen Burbidge joined the Board on 1 January 2019.
(3) Jock Lennox stood down from the Board on 31 December 2018.
(4) Alex Baldock purchased 125,533 and 100,000 shares on 21 June 2018 and 7 September 2018 respectively. The purchase price per share
was £1.99 and £1.61 respectively.
(5) Jonny Mason purchased 100,000 shares on 6 September 2018. The purchase price was £1.62 per share.
(6) The percentage is based on base salary as at 27 April 2019 and an average share price over the month to 27 April 2019 of £1.45293.
(7) Executive directors have five years from their appointment date to reach their shareholding requirement of 200%.
There were no changes in the directors’ restricted or unrestricted share interests between 27 April 2019 and the date of
this Report.
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Remuneration Report —
Annual Remuneration Report continued
Non-executive directors’ and Chairman’s fees
The fees for the independent non-executive directors, including the Deputy Chairman, are determined by the Board
(excluding non-executive directors) after considering external market research and are reviewed on an annual basis.
Factors taken into consideration include the required time commitment, specific experience and / or qualifications. A base
fee is payable and additional fees are paid for chairing and membership of committees. The Chairman is not involved in the
setting of his own salary, which is dealt with by the Remuneration Committee annually. Non-executive directors receive no
variable pay and receive no additional benefits, except in situations where an executive director becomes a non-executive
director, and benefit and pension arrangements continue.
The fees were reviewed during 2018/19 and remain unchanged. The Chairman and Deputy Chairman receive all-inclusive
fees reflecting their duties. Other independent non-executive directors received a basic fee of £60,000 and additional fees
as set out in the table below for chairing or membership of committees.
Chairman (1)
Deputy Chairman (2)
Chair of Audit Committee
Member of Audit Committee
Member of Nominations Committee
Member of Remuneration Committee
2018/19
£’000
2017/18
£’000
300
140
15
5
5
5
300
140
15
5
5
5
(1) The Chairman’s fee includes Chairmanship of the Nominations Committee.
(2) The Deputy Chairman’s fee includes the Senior Independent Director, Chairmanship of the Remuneration Committee, and membership of
the Nominations Committee fees.
Statement of voting at shareholder meetings (not audited)
The Company is committed to ongoing shareholder dialogue in respect of directors’ remuneration and takes an active
interest in voting outcomes. Where there are substantial votes against resolutions, explanatory reasons will be sought, and
any actions in response will be communicated to shareholders.
The following table sets out the voting results in relation to the approval of the remuneration policy when it was last put to
shareholders at the annual general meeting 2016:
Resolution
Votes for
%
Votes against
%
Withheld
Approval of directors’ remuneration policy
880,154,462
98.86
10,177,401
1.14
1,579,648
The following table sets out the voting results in relation to the resolutions put to the annual general meeting 2018:
Resolution
Votes for
%
Votes against
%
Withheld
Approval of annual remuneration report
903,026,347
94.72
50,381,981
5.28
2,292,934
Compliance
As required by the Regulations, resolutions to approve the new Remuneration Policy and this Remuneration Report will be
proposed at the Annual General Meeting on 5 September 2019. Shareholders will also be invited to vote on the Plan rules
for the Colleague Shareholder Scheme and the SIP.
Tony DeNunzio CBE
Chair of the Remuneration Committee
19 June 2019
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Statement of Directors’
Responsibilities
Statement of 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 financial statements for each financial year. Under that law the directors are
required to prepare the consolidated financial statements in accordance with IFRS as adopted by the European Union and
Article 4 of the IAS Regulation and have elected to prepare the Company financial statements in accordance with Financial
Reporting Standard 101 Reduced Disclosure Framework. Under company law the directors must not approve the accounts
unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the
profit or loss of the Company and the Group for that period.
In preparing the 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 Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ has 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 consolidated financial statements, IAS 1 ‘Presentation of Financial Statements’ 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 IFRS are insufficient to enable users
to understand the impact of particular transactions, other events and conditions on the Group’s financial position and
financial performance; and
– make an assessment of the Group’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
the Group 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 the Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Group’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
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 Group and the Company’s performance, business model and strategy.
By Order of the Board
Alex Baldock
Group Chief Executive
19 June 2019
Jonny Mason
Group Chief Financial Officer
19 June 2019
103
Corporate GovernanceDixons Carphone plc Annual Report and Accounts 2018/19
Independent
Auditor’s Report
Independent
Auditor’s Report
Report on the audit of the financial statements
In our opinion:
– the financial statements of Dixons Carphone 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 27 April 2019 and of the
Group’s profit for the year then ended;
– the group financial statements have been properly prepared in accordance with 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 101 “Reduced Disclosure
Framework”; 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 and parent company balance sheets;
– the consolidated and parent company statements of changes in equity;
– the consolidated cash flow statement;
– the statement of accounting policies; and
– the related notes 1 to 32 and C1 to C10.
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable
law 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 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
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.
104
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements continued
Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current year were:
– revenue recognition – valuation of UK network receivables;
– the allocation of goodwill and impairment in relation to the mobile and electricals UK &
Ireland (UK&I) groups of cash generating units (CGUs);
– the IT infrastructure environment; and
– tax provisioning.
Last year we included a key audit matter in respect of the data breach announced by
the Group on 13 June 2018, as Management was in the course of assessing the impact
of this incident on the business. This assessment was completed in the year and, as a
consequence, Management have taken remedial action. As a result, this matter no longer
reflects an area requiring a significant proportion of our audit effort and therefore we no
longer consider this to be a key audit matter.
Following the Group’s change in its segmental reporting (splitting the previous UK&I
operating segment into Mobile and Electricals) we have reassessed the key audit matter
relating to impairment of goodwill. Our identified key audit matter relates to the allocation
of goodwill between the two new segments and the assessment of impairment of goodwill
allocated to the respective groups of CGUs.
We have identified an additional key audit matter in relation to the Group’s IT control
environment, specifically in respect of the control deficiencies we identified in our
assessment of the new finance system implemented in the financial period.
The materiality that we used for the Group financial statements was £12,400,000 which was
determined on the basis of 5% of adjusted headline profit before tax, consistent with the
previous year.
Our full scope audit procedures provided coverage at the Group’s key locations, being the
retail operations in the UK and Nordics, representing 93% of the Group’s revenue and 90%
of headline profit before tax.
Materiality
Scoping
Significant changes in
our approach
There have been no significant changes in our audit approach in the current year other than
the changes in key audit matters as set out above.
105
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements continued
Independent
Auditor’s Report continued
Conclusions relating to going concern, principal risks and viability statement
We confirm that we have nothing
material to report, add or draw attention
to in respect of these matters.
We confirm that we have nothing
material to report, add or draw attention
to in respect of these matters.
Going concern
We have reviewed the directors’ statement in note 1a to the financial
statements about whether they considered it appropriate to adopt the
going concern basis of accounting in preparing them and their identification
of any material uncertainties to the Group’s and company’s ability to
continue to do so over a period of at least twelve months from the date of
approval of the financial statements.
We considered as part of our risk assessment the nature of the Group, its
business model and related risks including where relevant the impact of
Brexit, the requirements of the applicable financial reporting framework and
the system of internal control. We evaluated the directors’ assessment of
the Group’s ability to continue as a going concern, including challenging
the underlying data and key assumptions used to make the assessment,
and evaluated the directors’ plans for future actions in relation to their going
concern assessment.
We are required to state whether we have anything material to add or draw
attention to in relation to that statement required by Listing Rule 9.8.6R(3)
and report if the statement is materially inconsistent with our knowledge
obtained in the audit.
Principal risks and viability statement
Based solely on reading the directors’ statements and considering whether
they were consistent with the knowledge we obtained in the course of the
audit, including the knowledge obtained in the evaluation of the directors’
assessment of the Group’s and the company’s ability to continue as a
going concern, we are required to state whether we have anything material
to add or draw attention to in relation to:
– the disclosures on pages 22-24 that describe the principal risks and
explain how they are being managed or mitigated;
– the directors’ confirmation on page 59 that they have carried out a robust
assessment of the principal risks facing the group, including those that
would threaten its business model, future performance, solvency or
liquidity; or
– the directors’ explanation on page 31 as to how they have assessed the
prospects of the Group, over what period they have done so and why
they consider that period to be appropriate, and their statement as to
whether they 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 their assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
We are also required to report whether the directors’ statement relating to
the prospects of the Group required by Listing Rule 9.8.6R(3) is materially
inconsistent with our knowledge obtained in the audit.
106
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedFinancial Statements 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.
Revenue recognition – valuation of UK network receivables
Refer to page 67 (Audit Committee report), page 128 (source of estimation uncertainty) and page 168-170 (financial
statement disclosures)
Key audit matter description
The Group sells mobile phone contracts on behalf of a number of mobile
operators. The gross value of commission receivable on sales (£1,294 million at
27 April 2019, 28 April 2018: £1,545 million), being commission for which there
is a contractual entitlement based on mobile phone connections already made,
and for which there are no ongoing performance obligations, is dependent on
management estimates of customer behaviour beyond the point of sale.
The valuation of the expected receivable is determined by four key assumptions:
– expected level of customer spend in excess of their current contracted
amount;
– the forecast customer default rate within the contract period;
– the forecast rate of customer renewals with the same network provider; and
– expected customer behaviour beyond the initial contract period.
We have focused our risk on the determination of these four key assumptions
for the four largest operators. Due to the high level of judgement involved, we
have determined that there is potential for fraud through manipulation of this
balance. Relatively minor changes in these assumptions (both individually and in
combination) can lead to material differences in the valuation of the receivable.
Furthermore, customer spending and behaviour is subject to external factors,
including changes to market regulations.
As a result of the recent changes in regulatory matters and customer behaviour
that impact the mobile network market, the level of judgement required in
determining these assumptions has increased since the prior year.
The key judgements and estimates involved are described in more detail in the
Audit Committee report, in the key sources of estimation uncertainty disclosed in
note 1s and in note 25h to the Group financial statements.
107
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements Independent
Auditor’s Report continued
How the scope of our audit
responded to the key audit matter
We evaluated the design and implementation of the senior management review
control of the key assumptions used to determine the UK network receivables
balance.
We tested the valuation of revenue recognised through review of the contractual
arrangements and performed substantive testing of the four key assumptions
described above to data received from operators together with testing of cash
receipts. We challenged:
– the forecast customer spend assumptions by comparison to actual customer
spending data trends from the network operators and with reference to
external market data;
– the forecast customer default rate by comparison to the actual rates of default
seen in the latest data from the networks and with reference to default rates
observed in the most recent external market data;
– the forecast rate of customer renewals with the same network provider by
comparison to the latest renewals data from the network operators and with
reference to other external market data; and
– the expected customer behaviour beyond the initial contract period by
comparison to actual rates of customers continuing their contract after their
fixed contract term and with reference to external market data trends.
In considering all assumptions we analysed existing and forthcoming changes
in the regulatory and macro-economic environment and whether these might
lead to behavioural changes which could impact the recoverability of the
receivable. Specifically, we considered expected changes relating to bill
capping, international roaming, text-to-switch and Ofcom notification proposals.
We considered whether Management’s assumptions in respect of the impact of
possible behavioural changes and the resulting impact on the valuation of the
UK network receivables balance were reasonable.
We assessed changes in estimates in comparison to the prior year together
with the reasonableness of Management’s sensitivities disclosed in note 25h.
We assessed Management’s disclosure in respect of the impact that potential
changes in these assumptions might have on future periods and the sensitivity
of the recorded balance to changes in those key assumptions.
We consider the treatment adopted in relation to the valuation of the UK network
commission receivable and the related assumptions applied by Management to
be appropriate.
We agree that the disclosures relating to network commissions, including
disclosure of the reasonably possible change in estimates, as summarised
in note 25h provide an appropriate understanding of the estimates taken by
Management.
Key observations
108
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements Allocation and impairment of goodwill of the mobile and electricals UK&I groups of CGUs
Refer to page 67 (Audit Committee report), page 129 (accounting policy) and page 144 (financial statement disclosures)
Key audit matter description
As set out in note 2 to the financial statements, Management has changed
the Group’s segmental reporting based on a change in information provided
to the Chief Operating Decision Maker. These new operating segments are
electricals and mobile. As a consequence, goodwill previously allocated to UK&I
segment was reallocated as £1,840 million and £225 million to electricals and
mobile respectively. Goodwill relating to the mobile operating segment was
subsequently fully impaired.
We have identified a key audit matter relating to:
–
–
the allocation of goodwill between these Groups of CGUs. There is a risk
that the allocation of goodwill does not reflect the relative value of the
respective groups of cash generating units; and
the accuracy of the short to medium term electricals forecast cash flows. We
consider this the most important assumption in assessing the impairment of
goodwill allocated to the electricals UK&I group of CGUs, given trends within
the UK retail environment.
The key judgements and estimates involved are described in more detail in the
Audit Committee report and in notes 1s and 9 to the Group financial statements.
How the scope of our audit
responded to the key audit matter
We evaluated the design and implementation of the review controls in respect
of the preparation of Management’s impairment models and forecast cash flows.
Key observations
We challenged the key judgements made by Management to determine the
allocation of goodwill between the Electricals and Mobile cash generating units.
Management considered a range of six different allocation methods in making
their assessment. Our work was focused on assessing the reasonableness
of these methods, the discount rate where applicable, the accuracy of the
underlying forecast cash flows and the appropriateness of the final allocation in
the context of the range of possible allocations.
We challenged the assumptions used by Management to generate the short to
medium term electricals cash flow projections against Management’s historical
forecasting accuracy, the historical performance of the Electricals segment, the
latest external consumer electrical goods spending data and against market long
term growth rates. We also considered the appropriateness of the sensitivities
applied by Management as highlighted in note 9. Our valuation specialists
assessed whether Management’s discount rate calculation fell within our
reasonable range of expected values.
We assessed the logical and mechanical accuracy of the impairment models
prepared by Management.
We agree that the allocation of goodwill between the Electricals and Mobile
groups of CGUs has been completed on an appropriate relative value basis in
line with the requirements of IAS 36 Impairment of Assets.
We concur with the treatment adopted in relation to the impairment of goodwill
and are satisfied that the assumptions in the impairment model are reasonable
and within a range that we would deem acceptable. We have reviewed
Management’s long-term forecasts and note these are appropriate in the
context of the latest external market data on the retail sector.
We are satisfied with the sensitivities applied by Management and concur that
headroom remains in the Electricals group of cash-generating units following the
application of these sensitivities.
We concur with Management’s view that the goodwill allocated to the Mobile
group of CGU should be fully impaired.
109
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements Independent
Auditor’s Report continued
IT infrastructure environment
Refer to page 59 (Corporate Governance report)
Key audit matter description
How the scope of our audit
responded to the key audit matter
During the financial year the Group continued to enhance its IT infrastructure
and its associated control environment, as summarised in the report on page 59
and in the Audit Committee Report on page 69. As part of this programme
the Group implemented an off-the-shelf accounting and finance system in
the current year, which acts as the Group’s primary accounting books and
records within the UK&I business (“the new finance system”). When assessing
the controls associated with the implementation of the new finance system we
became aware of deficiencies in certain user access rights controls and change
management controls at the IT infrastructure level. We considered that these
deficiencies could have an adverse impact on the Group’s controls and financial
reporting systems which could consequently lead to inaccurate financial
reporting.
We evaluated the design and tested the operating effectiveness of the Group’s
controls over certain information systems, including the new finance system,
that are important to financial reporting and identified a number of deficiencies in
the control environment.
As a result, we did not place reliance on the completeness and accuracy
of information generated by these systems. Additionally, Management
commenced a programme of remediation and we extended the scope of our
audit procedures to review the remediation activity and determine whether
inappropriate changes had been made to the affected databases and IT
application systems.
We utilised internal IT control specialists and experts with knowledge of the off-
the-shelf software product used for the new finance system to assess the scope
and extent of these deficiencies and the measures that Management have taken to
determine whether there have been any instances of inaccurate financial reporting.
In certain instances we tested additional manual controls which would act to
mitigate the risk of ineffective IT controls. Where appropriate, we extended the
nature, timing and extent of our substantive audit procedures.
Key observations
We identified significant deficiencies in relation to user access and change
management controls within the new finance system.
Where these deficiencies affected applications and systems within the scope
of our audit, we completed additional controls and substantive testing. We
reported to the Audit Committee that the additional procedures were performed
satisfactorily. Considering the identification of these deficiencies we performed a
largely substantive audit in the UK trading businesses.
Whilst, for audit purposes, the additional procedures performed mitigated the
risk presented by the deficiencies, Management is in the course of performing
further stabilisation activities associated with the new finance system.
110
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements Tax provisioning
Refer to page 68 (Audit Committee report), page 128 (source of estimation uncertainty) and page 173 (financial statement
disclosures)
Key audit matter description
How the scope of our audit
responded to the key audit matter
Key observations
The nature of the Group’s operations and related transactions can give
rise to uncertain tax treatments, thereby requiring the use of estimates and
assumptions which may be subsequently challenged by the relevant tax
authorities. In some instances the Group has recognised a provision in relation
to certain historical treatments. Additionally, the Group has disclosed a
contingent liability of £220 million in relation to uncertain tax positions, excluding
any penalties and interest, as set out in note 30.
Our key audit matter is focussed on the valuation of the provision, and
completeness of the disclosed potential range of tax exposures, based on the
status of discussions with HMRC in respect of certain open enquiries arising
from pre-merger legacy corporate transactions in the Carphone Warehouse
group.
Further information in this area is discussed in the Audit Committee report, in the
key sources of estimation uncertainty disclosed in note 1s and in note 30 to the
Group financial statements.
We utilised internal tax specialists to evaluate and test Management’s
assumptions in respect of these tax related provisions, including assessment
against local tax legislation and review of supporting documentation. In
assessing the provisions we have considered the tax environment in which the
Group operates, the outcome of past settlements and the status of matters
being discussed with tax authorities.
Our tax specialists reviewed correspondence with tax authorities as well as
reviewing the opinions or other support received from external advisors which
Management has utilised in calculating the provisions. Our specialists also held
discussions with Management’s external advisors in determining the extent of
any amount that could become payable.
We concur with the treatment adopted, amounts recognised and amount
disclosed as a contingent liability in relation to tax provisioning for these certain
open matters, and believe that Management’s provisioning methodology
includes a reasonable consideration of all uncertain positions.
111
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements Independent
Auditor’s Report continued
Our application of 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
£12.4 million (2017/18: £16.0 million)
£11.7 million (2017/18: £15.2 million)
Group financial statements
Parent company financial statements
Basis for determining
materiality
Rationale for the
benchmark applied
We have determined materiality on the basis
of 5% of adjusted Headline profit before tax.
In using adjusted Headline profit before tax
we have followed the Group’s definition of
Headline results in note 1a and adjusted this
to add back the amortisation of acquisition
intangibles and pension finance costs due to
their recurring nature. We have determined
materiality on a consistent basis with the
previous year and the decrease in materiality
in the current year is due to the decrease in
the Group’s Headline profit before tax.
We have assessed the use of a Headline
measure to be appropriate as this continues
to be a critical component of the financial
statements, and the main measure that
Management uses to monitor the performance
of the business and communicate this to
shareholders.
We have determined materiality on the basis
of net assets, taking into account Group
materiality. Materiality is approximately 0.4%
of net assets. The decrease in materiality in
the current year is in line with the reduction in
Group materiality.
Net assets was selected as an appropriate
benchmark for determining materiality, as the
parent company does not trade, and only acts
as a holding company.
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 performance
materiality was set at 70% of group materiality for the 2018/19 audit (2017/18: 70%). In determining performance
materiality, we considered factors including:
– our risk assessment, including our assessment of the Group’s overall control environment; and
– our past experience of the audit, including the value of uncorrected misstatements identified in prior periods.
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £0.6 million
(2017/18: £0.8 million), as well as differences below that threshold that, in our view, warranted reporting on qualitative
grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall
presentation of the financial statements.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including Group-wide
controls, and assessing the risks of material misstatement at the Group level. Based on that assessment, we focused our
Group audit scope primarily on the audit work of the retail operations in the UK and the Nordics, which is consistent with
the previous year. Each of these components requires a local statutory audit.
These locations represent the principal business units and account for approximately 93% of the Group’s revenue from
continuing operations (2017/18: 94%) and 90% of the Group’s Headline profit before tax (2017/18: 94%). Each location
was selected to provide an appropriate basis for undertaking audit work to address the risks of material misstatement
identified above. Our audit work at these locations was executed at levels of materiality applicable to each individual entity
which were lower than Group materiality and ranged from £8.6 million to £9.3 million (2017/18: £10.0 million to £10.4
million).
At the Dixons Carphone 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.
112
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements The same audit team is responsible for both the Group and UK component audit work. In addition, the Group audit team
continued to follow a programme of planned visits to overseas components that has been designed so that a senior
member of the Group audit team visits the most significant locations where the Group audit scope was focused at least
once each year. For the year ended 27 April 2019, senior members of the Group audit team visited Norway, where the
Nordics head office is located, and a sub-consolidation is performed. Additionally, the lead audit partner separately met
with the CEO and CFO of the Nordics component.
Other information
The directors are responsible for the other information. The other information comprises the
information included in the annual report, other than the financial statements and our auditor’s
report thereon.
We have nothing to
report in respect of
these matters.
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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to
be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether there is a material misstatement in the financial statements or
a material misstatement of the other information. 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.
In this context, matters that we are specifically required to report to you as uncorrected material
misstatements of the other information include where we conclude that:
– Fair, balanced and understandable – the statement given by the directors that they
consider the annual report and financial statements taken as a whole is fair, balanced and
understandable and provides the information necessary for shareholders to assess the
Group’s position and performance, business model and strategy, is materially inconsistent
with our knowledge obtained in the audit; or
– Audit committee reporting – the section describing the work of the audit committee does
not appropriately address matters communicated by us to the audit committee; or
– Directors’ statement of compliance with the UK Corporate Governance Code – the parts
of the directors’ statement required under the Listing Rules relating to the company’s
compliance with the UK Corporate Governance Code containing provisions specified for
review by the auditor in accordance with Listing Rule 9.8.10R(2) do not properly disclose a
departure from a relevant provision of the UK Corporate Governance Code.
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.
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.
113
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements Independent
Auditor’s Report continued
Details of the extent to which the audit was considered capable of detecting irregularities, including fraud are set out
below.
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.
Extent to which the audit was considered capable of detecting irregularities, including fraud
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and
then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient
and appropriate to provide a basis for our opinion.
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, our procedures included the following:
– enquiring of Management, internal audit, and the audit committee, including obtaining and reviewing supporting
documentation, concerning the Group’s 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;
–
the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations;
– discussing among the engagement team including significant component audit teams and involving relevant internal
specialists, including tax, valuations, pensions and IT specialists regarding how and where fraud might occur in the
financial statements and any potential indicators of fraud. As part of this discussion, we identified potential for fraud in
the valuation of UK network receivables; and
– obtaining an understanding of the legal and regulatory frameworks that the Group operates in, focusing on those laws
and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of
the. The key laws and regulations we considered in this context included the UK Companies Act, Listing Rules, pensions
legislation, tax legislation and FCA regulation.
Audit response to risks identified
As a result of performing the above, we identified the valuation of UK network receivables as a key audit matter. The
key audit matters section of our report explains the matter in more detail and also describes the specific procedures we
performed in response to this key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
– reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with
relevant laws and regulations discussed above;
– enquiring of Management, the audit 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 HMRC and the FCA; 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.
114
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements Report on other legal and regulatory requirements
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.
Matters on which we are required to report by exception
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 nothing to report in
respect of these matters.
– 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.
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.
Other matters
Auditor tenure
Following the recommendation of the audit committee, we were appointed by the Board on 31 July 2003 to audit the
financial statements for the year ending 29 March 2003 and subsequent financial periods. The period of total uninterrupted
engagement including previous renewals and reappointments of the firm is 17 years, covering the years ending 2003 to
2019.
Consistency of the audit report with the additional report to the audit committee
Our audit opinion is consistent with the additional report to the audit committee we are required to provide in accordance
with ISAs (UK).
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.
Stephen Griggs (Senior Statutory Auditor)
for and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
19 June 2019
115
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements Consolidated Income
Statement
Consolidated Income
Statement
Continuing operations
Revenue
Profit / (loss) before interest and tax
Finance income
Finance costs
Net finance costs
Profit / (loss) before tax
Income tax (expense) / credit
Profit / (loss) after tax – continuing operations
Year ended 27 April 2019
Year ended 28 April 2018
Note
Headline*
£million
Non-
headline*
£million
Total
£million
Headline*
£million
Non-
headline*
£million
Total
£million
2,3
2,3
6
7
10,433
— 10,433
10,525
6
10,531
322
(545)
(223)
400
(79)
321
11
(35)
(24)
—
(12)
(12)
11
(47)
(36)
14
(32)
(18)
—
(14)
(14)
14
(46)
(32)
298
(557)
(259)
382
(93)
289
(62)
236
10
(547)
(52)
(311)
(79)
303
26
(67)
(53)
236
Loss after tax – discontinued operations
24
—
(9)
(9)
—
(70)
(70)
Profit / (loss) after tax for the period
236
(556)
(320)
303
(137)
166
Earnings / (loss) per share (pence)
8
Basic – continuing operations
Diluted – continuing operations
Basic – total
Diluted – total
20.4p
20.2p
26.2p
26.1p
(26.8) p
(26.8) p
(27.6) p
(27.6) p
20.4p
20.3p
14.4p
14.3p
*
Headline results reflect adjustments to total performance measures. The directors consider headline performance to reflect the ongoing
trading performance of the Group and are consistent with how the business performance is measured internally. Such excluded items are
described as ‘non-headline’ as discussed in note 4. Discontinued operations are disclosed in note 24.
116
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Consolidated
Statement of
Comprehensive Income
Consolidated Statement of
Comprehensive Income
(Loss) / profit after tax for the period
Items that may be reclassified to the income statement in subsequent years:
Cash flow hedges
Fair value movements recognised in other comprehensive income
Reclassified and reported in income statement
Amount recognised in inventories
Financial assets designated as at FVTOCI
Gains / (losses) arising during the period
Exchange (loss) / gain arising on translation of foreign operations
Tax on items that may be subsequently reclassified to profit or loss
Items that will not be reclassified to the income statement in subsequent years:
Actuarial (losses) / gains on defined benefit pension schemes – UK
Tax on actuarial gains / (losses) on defined benefit pension schemes
– Overseas
Year ended
27 April
2019
£million
Year ended
28 April
2018
£million
(320)
166
10
(19)
1
1
(30)
2
(35)
(128)
(1)
22
(107)
(5)
(11)
29
(2)
8
—
19
87
(1)
(15)
71
Note
25
12
21
21
7
Other comprehensive (expense) / income for the period (taken to equity)
(142)
90
Total comprehensive (expense) / income for the period
(462)
256
117
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Consolidated
Balance Sheet
Consolidated
Balance Sheet
Non-current assets
Goodwill
Intangible assets
Property, plant & equipment
Investments
Interests in joint ventures and associates
Trade and other receivables
Deferred tax assets
Current assets
Inventory
Trade and other receivables
Derivative assets
Assets held for sale
Cash and cash equivalents
Total assets
Current liabilities
Trade and other payables
Derivative liabilities
Contingent consideration
Income tax payable
Loans and other borrowings
Finance lease obligations
Liabilities held for sale
Provisions
Non-current liabilities
Trade and other payables
Contingent consideration
Loans and other borrowings
Finance lease obligations
Retirement benefit obligations
Deferred tax liabilities
Provisions
Total liabilities
Net assets
Capital and reserves
Share capital
Share premium reserve
Accumulated profits
Translation reserve
Demerger reserve
Equity attributable to equity holders of the parent company
27 April
2019
£million
28 April
2018
£million
Note
9
10
11
12
12
14
7
13
14
25
24
15
16
25
17
18
19
24
20
16
17
18
19
21
7
20
22
2,840
464
276
18
—
387
282
4,267
1,156
1,039
18
—
125
2,338
6,605
(2,350)
(6)
(1)
(76)
(19)
(3)
—
(86)
(2,541)
(252)
(4)
(288)
(80)
(579)
(156)
(65)
(1,424)
(3,965)
2,640
1
2,263
1,117
9
(750)
2,640
3,088
478
394
17
1
507
240
4,725
1,145
1,154
27
17
228
2,571
7,296
(2,505)
(7)
(1)
(72)
(63)
(3)
(2)
(67)
(2,720)
(318)
(12)
(329)
(82)
(472)
(135)
(32)
(1,380)
(4,100)
3,196
1
2,263
1,643
39
(750)
3,196
The financial statements were approved by the directors on 19 June 2019 and signed on their behalf by:
Alex Baldock
Group Chief Executive
Company registration number: 7105905
118
Jonny Mason
Group Chief Financial Officer
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Consolidated
Statement of
Changes in Equity
Consolidated Statement of
Changes in Equity
At 29 April 2017
1
2,260
1,513
31
(750)
3,055
Share
capital
£million
Share
premium
reserve
£million
Note
Accumulated
profits
£million
Translation
reserve
£million
Demerger
reserve
£million
Total equity
£million
Profit for the period
Other comprehensive income and expense
recognised directly in equity
Total comprehensive income and expense
for the period
Ordinary shares issued
Equity dividends
Net movement in relation to share schemes
At 28 April 2018
Adjustment on initial application of IFRS 15
(net of tax)
Adjustment on initial application of IFRS 9
(net of tax)
Adjusted balance at 28 April 2018
Loss for the period
Other comprehensive income and expense
recognised directly in equity
Total comprehensive income and expense
for the period
Ordinary shares issued
Equity dividends
Net movement in relation to share schemes
—
—
—
—
—
—
1
—
–
1
—
—
—
—
—
—
23
31
31
23
—
—
—
3
—
—
166
82
248
(2)
(130)
14
2,263
1,643
—
4
—
2,263
—
(1)
1,646
(320)
—
8
8
—
—
—
3 9
—
—
39
—
—
—
—
—
—
(112)
(30)
(432)
—
(116)
19
(30)
—
—
—
9
At 27 April 2019
1
2,263
1,117
—
—
—
—
—
—
166
90
256
1
(130)
14
(750)
3,196
—
4
—
(750)
—
(1)
3,199
(320)
—
—
—
—
—
(142)
(462)
—
(116)
19
(750)
2,640
119
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Consolidated Cash
Flow
Statement
Consolidated Cash Flow
Statement
Operating activities
Cash generated from operations
Special contributions to defined benefit pension scheme
Income tax paid
Net cash flows from operating activities
Investing activities
Net cash outflow arising from acquisitions
Proceeds from disposal of property, plant & equipment
Proceeds on sale of business
Acquisition of property, plant & equipment and other intangibles
Investment in joint venture
Net cash flows from investing activities
Financing activities
Interest paid
Repayment of obligations under finance leases
Issue of ordinary shares
Equity dividends paid
Decrease in borrowings
Facility arrangement fees paid
Net cash flows from financing activities
Note
26
Decrease in cash and cash equivalents and bank overdrafts
Cash and cash equivalents and bank overdrafts at beginning of the period
Currency translation differences
Cash and cash equivalents and bank overdrafts at end of the period
26
Year ended
27 April
2019
£million
Year ended
28 April
2018
£million
377
(46)
(45)
286
(1)
9
8
(166)
—
(150)
(23)
(8)
—
(116)
(61)
(1)
(209)
420
(46)
(62)
312
(7)
2
63
(187)
(3)
(132)
(19)
(10)
1
(130)
(32)
(2)
(192)
(73)
(12)
185
(6)
106
199
(2)
185
120
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements
Notes to the Group
Financial Statements
1 Accounting policies
a) Basis of preparation
Dixons Carphone plc (the Company) is a public company
limited by shares incorporated in the United Kingdom, which
is registered in England and Wales under the Companies
Act 2006.
The consolidated financial statements have been prepared
on a going concern basis in accordance with IFRS as
adopted by the EU, IFRS issued by the International
Accounting Standards Board, those parts of the Companies
Act 2006 applicable to those companies reporting under
IFRS and Article 4 of the IAS Regulation.
The financial statements have been presented in Pound
Sterling, the functional currency of the Company derived
from the Group’s primary economic environment, and on
the historical cost basis except for the revaluation of certain
financial instruments, as explained below. All amounts have
been rounded to the nearest £1 million, unless otherwise
stated.
The Group has adopted IFRS 15: ‘Revenue from Contracts
with Customers’ and IFRS 9: ‘Financial Instruments:
Recognition and Measurement’ effective for the current
financial year from 29 April 2018. Both standards have been
applied using the modified retrospective approach and
therefore comparative amounts have not been restated. The
transitional impact has been recognised in opening reserves
as at 29 April 2018. Further details on the adoption of these
standards is described in note 31.
The Group’s income statement and segmental analysis
identify separately headline performance and non-headline
items. Headline performance measures reflect adjustments
to total performance measures. The directors consider
‘headline’ performance measures to be an informative
additional measure of the ongoing trading performance
of the Group and believe that these measures provide
additional useful information for shareholders on the
Group’s performance and are consistent with how business
performance is measured internally.
Headline results are stated before the results of
discontinued operations or exited / to be exited businesses,
amortisation of acquisition intangibles, acquisition related
costs, any exceptional items considered so material that
they distort underlying performance (such as reorganisation
costs, impairment charges and property rationalisation
costs), income from previously disposed operations and net
pension interest costs. Businesses exited or to be exited
are those which the Group has exited or committed to or
commenced to exit through disposal or closure but do not
meet the definition of discontinued operations as stipulated
by IFRS and are material to the results and / or operations
of the Group.
A reconciliation of headline profit and losses to total profits
and losses is shown in note 2, a description of the nature
of the non-headline results recorded is shown in note 4.
Items excluded from headline results can evolve from
one financial year to the next depending on the nature
of exceptional items or one-off type activities described
above. Headline performance measures and non-headline
performance measures may not be directly comparable with
other similarly titled measures or ‘adjusted’ revenue or profit
measures used by other companies.
The accounting policy for the use of these measures is
outlined in the ‘Alternative Performance Measures’ section
of the Glossary.
Going concern
The Group’s funding arrangements and processes for
managing its exposure to liquidity risk are set out in notes
18 and 25.
In their consideration of going concern, the directors
have reviewed the Group’s future cash forecasts and
profit projections, which are based on market data and
past experience. The directors are of the opinion that the
Group’s forecasts and projections, which take into account
reasonably possible changes in trading performance, show
that the Group is able to operate within its current facilities
and comply with its banking covenants for the foreseeable
future. In arriving at their conclusion that the Group has
adequate financial resources, the directors were mindful of
the level of borrowings and facilities as set out in note 18
to the Group financial statements and that the Group has a
robust policy towards liquidity and cash flow management.
Accordingly the directors have a reasonable expectation
that the Company and the Group have adequate resources
to continue in operation for the foreseeable future and
consequently the directors continue to apply the going
concern basis in the preparation of the financial statements.
The principal accounting policies are set out below.
b) Accounting convention and basis of consolidation
The consolidated financial statements incorporate the
financial statements of the Company and entities controlled
by the Company (its subsidiaries). Control is achieved where
the Company has the power over the investee; is exposed,
or has rights, to variable return from its involvement with
the investee; and has the ability to use its power to affect its
returns.
The results of subsidiaries and joint ventures acquired or
sold during the year are included in the consolidated income
statement from the effective date of acquisition or up to the
effective date of disposal as appropriate, which is the date
from which the power to control passes. Where necessary,
adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used into line
with those used by the Group. All intercompany transactions
and balances are eliminated on consolidation.
121
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements Notes to the Group
Financial Statements continued
1 Accounting policies continued
c) Foreign currency translation and transactions
Material transactions in foreign currencies are hedged using
forward purchases or sales of the relevant currencies and
are recognised in the financial statements at the exchange
rates thus obtained. Unhedged transactions are recorded
at the exchange rate on the date of the transaction.
Material monetary assets and liabilities denominated in
foreign currencies are hedged, mainly using forward foreign
exchange contracts to create matching liabilities and assets,
and are retranslated at each balance sheet date. Hedge
accounting as defined by IFRS 9 ‘Financial Instruments’ has
been applied by marking to market the relevant financial
instruments at the balance sheet date and recognising the
gain or loss in reserves in respect of cash flow hedges, and
through profit or loss in respect of fair value hedges. All
hedge relationships previously designated under IAS 39 at
28 April 2018 have met the criteria for hedge accounting
under IFRS 9, as such there is no material impact on
transition. Further information is outlined in note 31.
The results of overseas operations are translated each
month at the monthly rate, and their balance sheets are
translated at the rates prevailing at the balance sheet date.
Goodwill and acquisition intangible assets are held in the
currency of the operation to which they relate. Exchange
differences arising on the translation of net assets, goodwill
and results of overseas operations are recognised in the
translation reserve. All other exchange differences are
included in profit or loss in the year in which they arise
except where the Group designates financial instruments
held for the purpose of hedging the foreign currency
exposures that result from material transactions undertaken
in foreign currencies as cash flow hedges, hedge
accounting as defined by IFRS 9 ‘Financial Instruments’ is
applied. The effective portion of changes in the fair value
of financial instruments that are designated as cash flow
hedges is recognised in other comprehensive income. The
gain or loss relating to the ineffective portion is recognised
in profit or loss. Amounts previously recognised in equity are
reclassified to profit or loss in the periods when the hedged
item is recognised in profit or loss.
Where a foreign operation is disposed of, the gain or loss
on disposal recognised in profit or loss is determined after
taking into account the cumulative currency translation
differences that are attributable to the operation. The
principal exchange rates against UK Sterling used in these
financial statements are as follows:
Average
2019
2018
2019
Euro
Norwegian Krone
Swedish Krona
US Dollar
1.14
10.96
11.80
1.30
1.13
10.73
11.10
1.34
1.16
11.23
12.29
1.29
Closing
2018
1.14
10.98
11.94
1.38
d) Revenue and supplier income
Revenue
The Group has adopted IFRS 15 using the cumulative
effect method of initially applying IFRS as an adjustment to
the opening balance of equity at 29 April 2018. Therefore,
comparative information has not been restated and
continues to be reported under IAS 18 and IAS 11. Further
information is outlined in note 31, changes in accounting
policies.
Revenue primarily comprises sales of goods and services
excluding sales taxes. Revenue is measured based on the
consideration to which the Group expects to be entitled
in a contract with a customer and excludes amounts
collected on behalf of third parties. The Group recognises
revenue when it transfers control of a product or service to
a customer. The following accounting policies are applied
to the principal revenue generating activities in which the
Group is engaged:
– network commission revenue is recognised over time
with reference to progress towards completion of the
performance obligation under the individual contract with
the MNO, as outlined in section (e);
– revenue from the sale of goods is recognised at the point
of sale or, where later, upon delivery to the customer;
– revenue earned from the sale of customer support
agreements is recognised in full as each performance
obligation is satisfied under the contracts with the
customer. Due to the cancellation options and customer
refund clauses, contract terms have been assessed to
either be monthly or a series of day to day contracts with
revenue recognised respectively in the month to which
payment relates, or on a ‘straight-line’ basis, as outlined
in note 31;
– revenue arising on services (including delivery and
installation, product repairs and product support) is
recognised when the obligation to the customer is
fulfilled; and
– insurance revenue relates to the sale of third-party
insurance products. Sales commission received from third
parties is recognised when the insurance policies to which
it relates are sold, to the extent that it can be reliably
measured and there are no ongoing service obligations.
Revenue from the provision of insurance administration
services is recognised over the life of the relevant policies
when the Group’s performance obligations are satisfied.
Under IFRS 15 the group has re-assessed the standalone
selling price of the commission and administration
services provided.
Income received from suppliers such as volume rebates
The Group has provided enhanced disclosure on supplier
funding following guidance issued by the Financial
Reporting Council in December 2015. This disclosure is
aimed at assisting the users of the financial statements
in understanding the judgements and estimates made in
122
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
1 Accounting policies continued
d) Revenue and supplier income continued
the recognition of supplier funding in the Group’s financial
statements.
The Group’s agreements with suppliers contain a price for
units purchased as well as other rebates and discounts
which are summarised below:
Volume Rebates: This income is linked to purchases made
from suppliers and is recognised as a reduction to cost
of goods sold as inventory is sold. Unearned rebates that
relate to inventory not sold are recognised within the value
of inventory at the period end. Where an agreement spans
period ends, judgement is required regarding amounts to be
recognised. Forecasts are used as well as historical data in
the estimation of the level of income recognised. Amounts
are only recognised where the Group has a clear entitlement
to the receipt of the rebate and a reliable estimate can be
made.
Discounts: This income is received from suppliers on a price
per unit basis. The level of estimation is minimal as amounts
are recognised as a reduction to cost of goods sold based
on the agreement terms and only once the item is sold.
Marketing income: This income is received in relation
to marketing activities that are performed on behalf of
suppliers. Judgement is required to ensure that income is
only recognised when all performance obligations within the
contract have been fulfilled and the income is expected to
be collected.
Supplier funding amounts that have been recognised and
not invoiced are shown within accrued income on the
balance sheet. Cash inflows for supplier funding received
are classified as operating cashflows, being part of the
variable margin on sales.
e) Network commissions
The Group operates under contracts with a number of
Mobile Network Operators (‘MNOs’). Over the life of these
contracts the service provided by the Group to each MNO
is the procurement of connections to the MNOs’ networks.
The individual consumer enters into a contract with the
MNO for the MNO to supply the ongoing airtime over that
contract period.
The Group earns a commission for the service provided to
each MNO (‘network commission’). Revenue is recognised
at the point the individual consumer signs a contract
with the MNO. Consideration from the MNO becomes
receivable over the course of the contract between the
MNO and the Consumer. A key judgement associated with
this recognition is the unit of account used in recognition.
The Group has determined that the number and value of
consumers provided to each MNO in any given month (a
‘cohort’) represents the best output measure of progress
towards complete satisfaction of each performance
obligation under the contract.
In addition, the Group may also receive marketing support
and volume incentives from the MNO, which are recognised
when the income becomes highly probable.
The level of network commission earned is based on a
share of the monthly payments made by the consumer
to the MNO, including contractual monthly line rental
payments together with a share of ‘out-of-bundle’ spend,
spend after the contractual term, and amounts due from
customer upgrades performed directly by the network. The
total consideration receivable is determined by consumer
behaviour after the point of recognition. The transaction
price is entirely variable and is therefore a significant area of
estimation. See note 25 for further information around this
estimate.
The method of measuring the fair value of the revenue and
contract asset in the month of connection is to estimate all
future cash flows that will be received from the network and
discount these based on the expected timing of receipt.
The determined commission is recognised in full in the
month of connection of the consumer to the MNO as this is
the point at which we have completed the service obligation
relating to the consumer connection.
Transaction price is estimated based on extensive historical
evidence obtained from the networks. Reliance on historical
data assumes that current and future experience will follow
past trends. The consideration for a cohort of consumers is
estimated by modelling the expected value of the portfolio
of individual sales. Revenue is only recognised to the extent
that it is highly probable that a significant reversal in the
amount of revenue recognised will not occur. Management
make a quarterly, and the directors a twice-yearly,
assessment of this data to ensure this continues to reflect
the best estimate of expected future trends.
Network commission revenue recognised on fulfilment of
the service obligation results in a contract asset as none of
the amount is receivable from the network on point of sale.
Over time, and dependent on the future behaviour of the
consumer, amounts initially recognised as contract assets
become payable by the network to the Group and are
transferred to trade receivables.
Contract assets are measured at amortised cost with
remeasurements due to changes in consumer behaviour
recognised in the income statement. Assumptions are
therefore required, particularly in relation to levels of
consumer default within the contract period, expected levels
of consumer spend, and consumer behaviour beyond the
initial contract period. Further details of estimates used to
initially value revenue recognised and subsequently value
commission receivable at the balance sheet date, effects on
the current year income statement of changes in estimates
and sensitivity analysis of the carrying value can be found in
note 25.
In addition to remeasurement due to changes in consumer
behaviour, changes to revenue may also be made, where
for example, more recent information becomes available
123
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements Notes to the Group
Financial Statements continued
1 Accounting policies continued
e) Network commissions continued
enabling the recognition of previously unrecognised
commission. Any such changes are recognised in the
income statement. See note 25 for further detail of these
changes recognised in the current period.
In contracts in which the transfer of services to customers
exceeds the amount of consideration received or billed,
the difference is accounted for as a Contract asset within
'trade and other receivables’ in the Statement of Financial
Position. Amounts receivable but not yet received from
customers are accounted for as trade receivables.
f) Discontinued operations and assets and liabilities
held for sale
A discontinued operation is a component of the Group
which represents a significant separate line of business,
either through its activity or geographical area of operation,
which has been sold, is held for sale or has been closed.
Where the sale of a component of the Group is considered
highly probable at the balance sheet date and the business
is available for immediate sale in its present condition, it is
classified as held for sale. Such classification assumes the
expectation that the sale will complete within one year from
the date of classification. Assets and liabilities held for sale
are measured at the lower of carrying amount and fair value
less costs to sell. Once classified as held for sale, intangible
assets and property, plant & equipment are no longer
amortised or depreciated.
g) Share-based payments
Equity settled share-based payments are measured at fair
value at the date of grant, and expensed on a straight-line
basis over the vesting period, based on an estimate of the
number of shares that will eventually vest.
Where share-based payments are subject only to service
conditions or internal performance criteria (such as EPS
targets), fair value is measured using either a Binomial
model or a Black Scholes model. Where share-based
payments have external performance criteria (such as TSR
targets) a Monte Carlo model is used to measure fair value.
For all schemes, the number of options expected to vest
is recalculated at each balance sheet date, based on
expectations of leavers prior to vesting. For schemes
with internal performance criteria, the number of options
expected to vest is also adjusted based on expectations
of performance against target. No adjustment is made for
expected performance against external performance criteria.
The movement in cumulative expense since the previous
balance sheet date is recognised in the income statement,
with a corresponding entry in reserves.
h) Retirement benefit obligations
Company contributions to defined contribution pension
schemes and contributions made to state pension schemes
for certain overseas employees are charged to the income
statement on an accruals basis when employees have
rendered service entitling them to the contributions.
For defined benefit pension schemes, the difference
between the market value of the assets and the present
value of the accrued pension liabilities is shown as an asset
or liability in the consolidated balance sheet. The calculation
of the present value is determined using the projected unit
credit method.
Actuarial gains and losses arising from changes in actuarial
assumptions together with experience adjustments and
actual return on assets are recognised in the consolidated
statement of comprehensive income and expense as they
arise. Such amounts are not reclassified to the income
statement in subsequent years.
Defined benefit costs recognised in the income statement
comprise mainly net interest expense or income with such
interest being recognised within finance costs. Net interest
is calculated by applying the discount rate to the net defined
benefit liability or asset taking into account any changes in
the net defined benefit obligation during the year as a result
of contribution or benefit payments.
i) Leases
Leases are classified as finance leases whenever the
terms of the lease transfer substantially all the risks and
rewards of ownership to the lessee. The determination of
the classification of property leases is made by reference
to the land and buildings elements separately. All leases
not classified as finance leases are classified as operating
leases.
The Group as a lessor
Rental income from operating leases is recognised on
a straight-line basis over the term of the relevant lease.
Initial direct costs incurred in negotiating and arranging an
operating lease are added to the carrying amount of the
leased asset and recognised on a straight-line basis over
the lease term.
The Group as a lessee
Finance leases
Assets held under finance leases are capitalised at their
fair value on acquisition or, if lower, at the present value
of the minimum lease payments, each determined at the
inception of the lease and depreciated over their estimated
useful lives or the lease term if shorter. The corresponding
obligation to the lessor is included in the balance sheet as a
liability. Lease payments are apportioned between finance
charges and reduction of the lease obligation. Finance
charges are charged to the income statement over the term
of the lease in proportion to the capital element outstanding.
Operating leases
Rental payments under operating leases are charged to the
income statement on a straight-line basis over the period of
the lease. Contingent rentals arising under operating leases
124
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
1 Accounting policies continued
i) Leases continued
are recognised as an expense in the period in which they
are incurred.
Benefits received and receivable as an incentive to enter
into operating leases are amortised through the income
statement over the period of the lease.
j) Taxation
Current tax
Current tax is provided at amounts expected to be paid or
recovered using the prevailing tax rates and laws that have
been enacted or substantially enacted by the balance sheet
date and adjusted for any tax payable in respect of previous
years.
Deferred tax
Deferred tax liabilities are recognised for all temporary
differences between the carrying amount of an asset or
liability in the balance sheet and the tax base value and
represent tax payable in future periods. Deferred tax assets
are recognised to the extent that it is probable that taxable
profits will be available against which deductible temporary
differences can be utilised.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries, 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. No
provision is made for tax which would have been payable on
the distribution of retained profits of overseas subsidiaries
or associated undertakings where it has been determined
that these profits will not be distributed in the foreseeable
future.
A deferred tax asset is recognised only to the extent that
it is probable that future taxable profits will be available
against which the asset can be utilised. Current and
deferred tax is recognised in the income statement except
where it relates to an item recognised directly in other
comprehensive income or reserves, in which case it is
recognised directly in other comprehensive income or
reserves as appropriate.
Deferred tax is measured at the average tax rates that
are expected to apply in the years in which the timing
differences are expected to reverse, based on tax rates and
laws that have been enacted, or substantially enacted by
the balance sheet date.
Deferred tax assets and liabilities are offset against each
other when they relate to income taxes levied by the same
tax jurisdiction and when the Group intends to settle its
current tax assets and liabilities on a net basis. Deferred tax
balances are not discounted.
k) Goodwill
On acquisition of a subsidiary or associate, the fair value of
the consideration is allocated between the identifiable net
tangible and intangible assets and liabilities on a fair value
basis, with any excess consideration representing goodwill.
At the acquisition date, goodwill is allocated to each group
of Cash Generating Units (‘CGUs’) expected to benefit from
the combination and held in the currency of the operations
to which the goodwill relates.
Goodwill is not amortised, but is assessed annually for
impairment, or more frequently where there is an indication
that goodwill may be impaired. Impairment is assessed
by measuring the future cash flows of the group of CGUs
to which the goodwill relates, at the level at which this is
monitored by management. Where the future discounted
cash flows or recoverable amount is less than the carrying
value of goodwill, an impairment charge is recognised in the
income statement.
On disposal of subsidiary undertakings and businesses, the
relevant goodwill is included in the calculation of the profit
or loss on disposal.
l) Intangible assets
Acquisition intangibles
Acquisition intangibles comprise brand names and
customer relationships purchased as part of acquisitions
of businesses and are capitalised and amortised over
their useful economic lives on a straight-line basis. These
intangible assets are stated at cost less accumulated
amortisation and, where appropriate, provision for
impairment in value or estimated loss on disposal.
Amortisation is provided to write off the cost of assets on a
straight-line basis on the following bases:
Brands
7% – 20% per annum
Customer relationships
13% – 50% per annum
This amortisation is recognised in non-headline
administrative expenses.
Software and licences
Software and licences include costs incurred to acquire the
assets as well as internal infrastructure and design costs
incurred in the development of software in order to bring the
assets into use.
Internally generated software is recognised as an intangible
asset only if it can be separately identified, it is probable
that the asset will generate future economic benefits
which exceed one year, and the development cost can be
measured reliably. Where these conditions are not met,
development expenditure is recognised as an expense
in the year in which it is incurred. Costs associated
with developing or maintaining computer software are
recognised as an expense as incurred unless they increase
the future economic benefits of the asset, in which case
they are capitalised.
125
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements Notes to the Group
Financial Statements continued
1 Accounting policies continued
l) Intangible assets continued
The expenditure capitalised includes the cost of materials,
direct labour and an appropriate proportion of overheads.
Subsequent expenditure is capitalised only when it
increases the future economic benefits embodied in the
specific asset to which it relates.
Software is stated at cost less accumulated amortisation
and, where appropriate, provision for impairment in value or
estimated loss on disposal. Amortisation is provided to write
off the cost of assets on a straight-line basis between three
and ten years, and is recorded in administrative expenses.
Intangible assets are assessed on an ongoing basis to
determine whether circumstances exist that could lead to
the conclusion that the net book value is not supportable.
Where assets are to be taken out of use, an impairment
charge is levied. Where the intangible assets form part
of a separate CGU, such as a store or business unit,
and business indicators exist which could lead to the
conclusions that the net book value is not supportable, the
recoverable amount of the CGU is determined by calculating
its value in use. The value in use is calculated by applying
discounted cash flow modelling to management’s projection
of future profitability and any impairment is determined by
comparing the net book value with the value in use.
m) Property, plant & equipment
Property, plant & equipment are stated at cost less
accumulated depreciation and any accumulated impairment
losses.
With the exception of land, depreciation is provided to write
off the cost of the assets over their expected useful lives
from the date the asset was brought into use or capable of
being used on a straight-line basis.
Rates applied to different classes of property, plant &
equipment are as follows:
Land and buildings
12⁄3% – 4% per annum
Fixtures, fittings and equipment 10% – 331⁄3% per annum
Assets capitalised as finance leases are depreciated over
the term of the lease.
Property, plant & equipment are assessed on an ongoing
basis to determine whether circumstances exist that
could lead to the conclusion that the net book value is not
supportable. Where assets are to be taken out of use, an
impairment charge is levied. Where the property, plant &
equipment form part of a separate group of CGU’s, such
as a store or group of stores, and business indicators exist
which could lead to the conclusions that the net book value
is not supportable, the recoverable amount of the group
of CGU’s is determined by calculating its value in use. The
value in use is calculated by applying discounted cash flow
modelling to management’s projection of future profitability
and any impairment is determined by comparing the net
book value with the value in use.
n) Financial assets and investments
Financial assets are recognised in the Group’s balance
sheet when the Group becomes party to the contractual
provisions of the investment. The Group’s financial assets
comprise cash and cash equivalents, receivables which
involve a contractual right to receive cash from external
parties, contract assets where revenue is recognised upon
the fulfilment of the Group’s performance obligations and
there is a contractual right to receive cash from external
parties and financial assets designated as at FVTOCI.
When the Group recognises a financial asset it classifies it
in accordance with IFRS 9 as further stipulated in note 31.
Cash and cash equivalents and trade and other receivables
(excluding derivative financial assets) are classified as held
at amortised cost.
Under IAS 39, applicable for the comparative period, the
Group’s investment in listed shares were classified as held-
for-sale and recognised at fair value with gains and losses
recognised directly in other comprehensive income. Under
IFRS 9 the Group has elected to classify the financial asset
as FVTOCI, continuing to recognise the movement in the
investment in other comprehensive income, the investment
is not held for trading as it was not acquired primarily for the
purpose of selling in the near term.
All of the Group’s assets are subject to impairments driven
by the expected credit loss (ECL) model as further stipulated
in note 25.
The Group will derecognise a financial asset when the
contractual rights to the cash flows expire or the Group
transfer the financial asset in a way that qualifies for
derecognition in accordance with IFRS 9.
o) Inventories
Inventories are stated at the lower of cost and net
realisable value, and on a weighted average cost basis.
Cost comprises direct purchase cost and those overheads
that have been incurred in bringing the inventories to
their present location and condition less any attributable
discounts and bonuses received from suppliers in respect
of that inventory. Net realisable value is based on estimated
selling price, less further costs expected to be incurred to
disposal. Provision is made for obsolete, slow moving or
defective items where appropriate.
p) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in
hand, bank overdrafts and short term highly liquid deposits
which are subject to an insignificant risk of changes in
value. Bank overdrafts, which form part of cash and cash
equivalents for the purpose of the cash flow statement, are
shown under current liabilities.
126
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
1 Accounting policies continued
p) Cash and cash equivalents continued
q) Borrowings and other financial liabilities
The Group’s financial liabilities are those which involve a
contractual obligation to deliver cash to external parties at
a future date. Financial liabilities comprise all items shown
in notes 16 to 19 with the exception of deferred income.
Financial liabilities are recognised in the Group’s balance
sheet when the Group becomes a party to the contractual
provisions of the instrument. Financial liabilities (or a part
of a financial liability) are derecognised when the obligation
specified in the contract is discharged, cancelled or expires.
Borrowings
Borrowings in the Group’s balance sheet represent
committed and uncommitted bank loans. Borrowings are
initially recorded at fair value less attributable transaction
costs. Transaction fees such as bank fees and legal costs
associated with the securing of financing are capitalised and
amortised through the income statement over the term of
the relevant facility. All other borrowing costs are recognised
in the income statement in the period in which they are
incurred.
Subsequent to initial recognition, borrowings are stated
at amortised cost with any difference between cost and
redemption value being recognised in the income statement
over the period of the borrowings on an effective interest
basis.
Under the classifications stipulated by IFRS 9, borrowings,
finance lease obligations and trade and other payables
(excluding derivative financial liabilities) are classified as
‘financial liabilities measured at amortised cost’. Derivative
financial instruments, which are described further in note
25, are classified as ‘held for trading unless designated in a
hedge relationship’.
Trade and other payables
Trade and other payables (excluding derivative financial
liabilities) are initially recorded at fair value and subsequently
measured at amortised cost. Derivative financial instruments
are initially recorded at fair value and then subsequently
remeasured to fair value at each balance sheet date and are
held within assets or liabilities as appropriate. Gains and
losses arising from revaluation at the balance sheet date are
recognised in the income statement unless the derivatives
are designated as hedges and such hedges are proved to
be effective.
Where the Group has right of offset in relation to trade and
other receivables and payables under IAS 32, these are
presented on a net basis. See note 25 for a description of
the financial assets and liabilities presented on a net basis.
Derivative financial instruments and hedging activity
The Group uses derivatives to manage its exposures to
fluctuating interest and foreign exchange rates. These
instruments are initially recognised at fair value on the
date the contract is entered into and are subsequently
remeasured at their fair value. The treatment of the
resulting gain or loss depends on whether the derivative is
designated as a hedging instrument and if so, the nature of
the item being hedged. Derivatives that qualify for hedge
accounting are treated as a hedge of a highly probable
forecast transaction (cash flow hedge) in the case of foreign
exchange hedging and a hedge of the exposure arising
from changes in the cash flows of a financial liability due
to interest rate risk on a floating rate debt instrument in the
case of interest rate hedging.
At inception the relationship between the hedging
instrument and the hedged item is documented, as is an
assessment of the effectiveness of the derivative instrument
used in the hedging transaction in offsetting changes
in the cash flow of the hedged item. This effectiveness
assessment is repeated on an ongoing basis during the
life of the hedging instrument to ensure that the instrument
remains an effective hedge of the transaction.
1. Derivatives classified as cash flow hedges: the effective
portion of changes in the fair value is recognised in
other comprehensive income. Any gain or loss relating
to the ineffective portion is recognised immediately
in the income statement in sales or cost of sales, to
match the hedged transaction. Amounts recognised
in other comprehensive income are recycled to the
income statement in the period when the hedged
item will affect profit or loss. If the hedging instrument
expires or is sold, or no longer meets the criteria for
hedge accounting, any cumulative gain or loss existing
in other comprehensive income at that time remains in
other comprehensive income, and is recognised when
the forecast transaction is ultimately recognised in
the income statement. If the forecast transaction is no
longer expected to occur, the cumulative gain or loss in
other comprehensive income is immediately transferred
to the income statement.
2. Derivatives that do not qualify for hedge accounting:
these are classified at fair value through profit or loss.
All changes in fair value of derivative instruments that
do not qualify for hedge accounting are recognised
immediately in the income statement.
The principles under which hedge accounting is now
governed is in accordance with IFRS 9, this is further
stipulated in note 31.
r) Provisions
Provisions are recognised when a legal or constructive
obligation exists as a result of past events and it is probable
that an outflow of resources will be required to settle the
obligation and a reliable estimate can be made of the
amount of the obligation. Provisions are discounted where
the time value of money is considered to be material.
Provisions for dilapidation costs are made where there is a
definite business decision to exit a lease property.
127
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements Notes to the Group
Financial Statements continued
1 Accounting policies continued
r) Provisions continued
Provisions for onerous leases are recognised when the
Group believes that the unavoidable costs of meeting or
exiting the lease obligations exceed the economic benefits
expected to be received under the lease. The unavoidable
cost provided for is reduced where there is an expectation
of subletting all or part of a property. Unavoidable cost of
a lease includes estimated dilapidation expenses to be
incurred on lease exit or expiry.
All provisions are assessed by reference to the best
available information at the balance sheet date.
s) Critical accounting judgements and key sources of
estimation uncertainty
Critical accounting judgements and estimates used in
the preparation of the financial statements are continually
reviewed and revised as necessary.
Whilst every effort is made to ensure that such judgements
and estimates are reasonable, by their nature they are
uncertain, and as such changes may have a material impact.
Key sources of estimation uncertainty
Revenue recognition – network commissions
For certain transactions with MNOs, the quantum of
commission receivable on mobile phone connections
depends on consumer behaviour after the point of sale
and potential changes in legislation. This leads to a key
judgement over the unit of account for fulfilment of the
obligation to the MNO and an estimate over the transaction
price due to the variability of revenue. Further details of the
judgement involved can be found at note 1 (e), and further
details of estimates used to value commission receivable,
carrying amounts at the balance sheet date, effects on the
current year income statement of changes in estimates and
sensitivity analysis of the carrying value can be found in
note 25.
Defined benefit pension schemes
The surplus or deficit in the UK defined benefit pension
scheme that is recognised through the consolidated
statement of comprehensive income and expense is
subject to a number of assumptions and uncertainties.
The calculated liabilities of the scheme are based on
assumptions regarding inflation rates, discount rates and
member longevity. Such assumptions are based on actuarial
advice and are benchmarked against similar pension
schemes. Refer to note 21 for further information.
Taxation
Tax laws that apply to the Group’s businesses may be
amended by the relevant authorities, for example as a
result of changes in fiscal circumstances or priorities.
Such potential amendments and their application to the
Group are monitored regularly and the requirement for
recognition of any liabilities assessed where necessary. The
Group is subject to income taxes in a number of different
128
jurisdictions and judgement is required in determining the
appropriate provision for transactions where the ultimate
tax determination is uncertain. The Group recognises a
provision when it is probable that an obligation to pay tax
will crystallise as a result of a past event. The quantum
of provision recognised is based on the best information
available and has been assessed by in-house tax experts,
and where appropriate third party taxation and legal
specialists, and represents the Group’s best estimate of
the most likely outcome. Where the final outcome of such
matters differs from the amounts initially recorded, any
differences will impact the income tax and deferred tax
provisions in the year to which such determination is made.
The Group has recognised provisions in relation to uncertain
tax positions of £98 million at 27 April 2019 (2017/18:
£66 million). Due to the nature of the provisions recorded,
the timing of the settlement of these amounts remains
uncertain. In addition, the Group is currently cooperating
with HMRC in relation to open tax enquiries arising from
pre-merger legacy corporate transactions in the Carphone
Warehouse group. The potential range of tax exposures
relating to these is estimated to be £nil - £220 million
excluding interest and penalties. Based on the strength of
third party legal advice it is not considered probable that
these enquiries will result in an economic outflow to the
Group and therefore no provision has been made.
Provisions
The Group’s provisions are based on the best information
available to management at the balance sheet date.
Judgement is required to assess the likelihood of success
of any claim made against the Group and if any liability will
arise. The most significant provision currently is in relation
to the store reorganisation programme described in note 4.
The costs and timing of cash flows are dependent on exiting
the property lease contracts or subletting the property.
Significant assumptions are used in estimating the ultimate
cost to the Group including the nature, timing and cost of
exiting a lease and the level of sublease income. The future
costs assumed are inevitably only estimates, which may
differ from those ultimately incurred. Refer to note 20 for
further information.
Where tax and other regulatory enquiries result in a present
obligation that cannot be measured with sufficient reliability,
the Group discloses a contingent liability (see note 30).
The estimation uncertainty over the provision for onerous
lease contacts has been sensitised. If the gross margin
for the Carphone Warehouse business in financial year
2019/20 is £20 million lower than forecast, keeping all other
assumptions for store performance and growth rates the
same, the negative impact on profit before tax is £9 million
with equivalent increase in the provision balance. If the
gross margin is £20 million higher than forecast the positive
impact on profit before tax is £6 million with an equivalent
decrease in the provision balance.
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
1 Accounting policies continued
s) Critical accounting judgements and key sources of
estimation uncertainty continued
Recoverable amount of non-financial assets
Goodwill is assessed to determine whether it has suffered
any impairment loss, based on the value of the discounted
future cash flows allocated to the CGU or group of CGUs to
which it is allocated. The methodology and key assumptions
used in assessing the carrying value of goodwill is set
out in note 9. The key assumptions made for long term
projections, growth rates, discount rate and the potential
impact of Brexit all include an element of estimation that
may give rise to a difference between the value ascribed
and the actual outcomes.
All other non-current assets, including intangible assets held
at amortised cost, are reviewed for potential impairment
using estimates of the future economic benefits attributable
to them compared to their carrying value. Any estimates of
future economic benefits made in relation to non-current
assets may differ from the benefits that ultimately arise and
materially affect the recoverable value of the asset.
t) Recent accounting developments
In the current year, the Group has applied a number of
amendments to IFRS Standards and Interpretations issued
by the International Accounting Standards Board (IASB)
that are effective for the financial year beginning 29 April
2018. Their adoption has not had any material impact
on the disclosures or on the amounts reported in these
financial statements with the exception of IFRS 9 ‘Financial
Instruments’ and IFRS 15 ‘Revenue from Contracts with
Customers’ as discussed above and disclosed further in
note 31. The Group has considered the following standards
but are not deemed to be material:
IFRS 2 (amendments) Classification and Measurement of
Share-based Payment Transactions
IAS 40 (amendments) Transfers of Investment Property
Annual Improvements to IFRS Standards 2014 – 2016 Cycle
Amendments to IAS 28 Investments in Associates and Joint
Ventures
IFRIC 22 Foreign Currency Transactions and Advance
Consideration
The following new standards, which are applicable to the
Group, have been published but are not yet effective:
IFRS 16 ‘Leases’
IFRS 16, which was endorsed by the EU on 9 November
2017, provides a comprehensive model for the identification
of lease arrangements and their treatment in the financial
statements for both lessors and lessees. IFRS 16 will
supersede the current lease guidance including IAS 17
‘Leases’ and the related interpretations when it becomes
effective for accounting periods beginning on or after 1
January 2019. The date of initial application of IFRS 16 for
the Group will be 28 April 2019.
The Group has chosen the modified retrospective
application of IFRS 16 in accordance with IFRS 16.C5(b).
Impact of the new definition of a lease
The change in definition of a lease mainly relates to the
concept of control. IFRS 16 distinguishes between leases
and service contracts on the basis of whether the use of
an identified asset is controlled by the customer. Control is
considered to exist if the customer has:
–
the right to obtain substantially all of the economic
benefits from the use of an identified asset; and
–
the right to direct the use of that asset.
The Group will apply the definition of a lease and related
guidance set out in IFRS 16 to all lease contracts (whether
it is a lessor or a lessee in the lease contract). In preparation
for the first-time application of IFRS 16, the Group has
carried out an implementation project. The project has
shown elements of one material service contract that will
be accounted for as leased assets under IFRS 16 where the
costs are currently accounted for as IT service fees.
Impact on Lessee Accounting
IFRS 16 will change how the Group accounts for leases
previously classified as operating leases under IAS 17,
which were off-balance sheet. On initial application of IFRS
16, for all leases (except as noted below), the Group will:
a) Recognise right-of-use assets and lease liabilities in the
consolidated balance sheet, initially measured at the
present value of the future lease payments;
b) Recognise depreciation of right-of-use assets and
interest on lease liabilities in the profit or loss;
c) Cash payments in respect of operating leases currently
presented within operating activities in the consolidated
cash flow statement will be presented within financing
activities. There will be no impact on the total cash flows.
Lease incentives (e.g. rent-free period) will be recognised
as part of the measurement of the right-of-use assets and
lease liabilities whereas under IAS 17 they resulted in the
recognition of a lease liability incentive, amortised as a
reduction of rental expenses on a straight-line basis.
As at 28 April 2019, the Group has non-cancellable
operating lease commitments of £1.8 billion.
The Group has performed a review of all the Group’s leasing
arrangements in light of the new accounting standard. The
Group estimates that the application of IFRS 16 will result
in recognition of a lease liability in the region of £1.5 billion
and a corresponding right-of-use asset, subject to an
impairment review at the date of adoption, on the balance
sheet as at 28 April 2019.
The difference between the non-cancellable operating
lease commitments and the liability that will be recognised
on transition is due to the effect of discounting the future
129
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements Notes to the Group
Financial Statements continued
1 Accounting policies continued
t) Recent accounting developments continued
cashflows to recognise the present value as a liability,
combined with the effect of operating leases that will be
excluded from the application of IFRS 16 because the
assets are individually of very low value or because the
remaining lease term is less than one year.
Impact on Lessor Accounting
Under IFRS 16, a lessor continues to classify leases as
either finance leases or operating leases and account for
those two types of leases differently. However, IFRS 16
has changed and expanded the disclosures required, in
particular regarding how a lessor manages the risks arising
from its residual interest in leased assets.
Under IFRS 16, an intermediate lessor accounts for the
head lease and the sublease as two separate contracts. The
intermediate lessor is required to classify the sublease as a
finance or operating lease by reference to the right-of-use
asset arising from the head lease (and not by reference to
the underlying asset as was the case under IAS 17).
Because of this change the Group will reclassify certain
of its sublease agreements as finance leases. As required
by IFRS 9, an allowance for expected credit losses will be
recognised on the finance lease receivables. The leased
assets will be derecognised and finance lease asset
receivables recognised. This change in accounting will
change the timing of recognition of the related revenue
(recognised in finance income).
2 Segmental analysis
The Group’s operating segments reflect the segments
routinely reviewed by the Board and which are used
to manage performance and allocate resources. This
information is predominantly based on geographical areas
which are either managed separately or have similar trading
characteristics such that they can be aggregated together
into one segment.
Changes to operating segments
During the period, the operating and reporting segments
of the Group have changed, and reflect the updated
segments reported to the Board, who are considered the
Chief Operating Decision Maker under IFRS 8 “Operating
Segments”. The previously disclosed UK & Ireland segment
has been separated into UK & Ireland electricals and UK &
Ireland mobile. Given the challenges in the mobile market,
and the corresponding change in the UK & Ireland mobile
performance in the period, the Group has changed the
information presented to the Board to provide greater
clarity over the relative performance of the two elements
of the UK & Ireland businesses and to support decisions
related to the allocation of the Group’s resources. This
change has included the provision of separate financial
information in respect of the UK & Ireland mobile and
electricals segments. The UK & Ireland electricals operating
segments consists of the CurrysPCWorld and Dixons
Travel businesses, and the UK & Ireland mobile segment
relates to the Carphone Warehouse, iD mobile and Simplify
Digital businesses and the Connected World Services B2B
operations.
Certain other new accounting standards, amendments to
existing accounting standards and interpretations which
are in issue but not yet effective, either do not apply to the
Group or are not expected to have any material impact on
the Group’s net results or net assets:
In addition, as disclosed in the Annual Report and Accounts
for the year ended 28 April 2018, following the classification
of the results of the honeybee segment as discontinued
operations, these are no longer presented as a separate
operating segment.
IFRS 17 Insurance Contracts
Amendments to IFRS 9 Prepayment Features with Negative
Compensation
Amendments to IAS 28 Long-term Interests in Associates
and Joint Ventures
Annual Improvements to IFRS Standards 2015–2017 Cycle:
Amendments to IFRS 3 Business Combinations, IFRS 11
Joint Arrangements, IAS 12 Income Taxes and IAS 23
Borrowing Costs
Amendments to IAS 19 Employee Benefits Plan
Amendment, Curtailment or Settlement
IFRS 10 Consolidated Financial Statements and IAS 28
(amendments) Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture
IFRIC 23 Uncertainty over Income Tax Treatments
The restatement of comparative information for these
segments has been set out in part (b) of this note.
Discontinued operations are excluded from this segmental
analysis. Results are reviewed by the Board on a headline
basis by segment.
The Group’s operating and reportable segments have
therefore been identified as follows:
– UK & Ireland electricals comprises operations of
CurrysPCWorld and the Dixons Travel business.
– UK & Ireland mobile comprises the Carphone Warehouse,
iD Mobile and Simplify Digital businesses and the
Connected World Services B2B operations.
– Nordics operates in Norway, Sweden, Finland, Denmark
and Iceland.
– Greece, consisting of our ongoing operations in Greece
and, for non-headline items, our previously disposed
operations in Southern Europe.
130
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
2 Segmental analysis continued
Non-headline results are allocated to each reportable segment. Where these relate to businesses to be exited or income
or expense from previously disposed operations, they are allocated where practicable to the region in which the operation
was originally held.
UK & Ireland electricals, UK & Ireland mobile, Nordics and Greece are involved in the sale of consumer electronics and
mobile technology products and services, primarily through stores or online channels.
Transactions between segments are on an arm’s length basis.
(a) Segmental results
Headline external revenue
Inter-segmental revenue
Total headline revenue
Year ended 27 April 2019
UK &
Ireland
electricals
£million
4,475
79
4,554
UK &
Ireland
mobile
£million
1,998
90
2,088
Nordics
£million
Greece
£million
Eliminations
£million
Total
£million
3,501
—
3,501
459
—
459
— 10,433
—
(169)
(169)
10,433
Headline EBIT
180
9
112
21
—
322
Reconciliation of headline profit to total profit before tax
Headline
profit / (loss)
£million
Acquisition
/ disposal
related items
£million
Strategic
change
programmes
£million
Data incident
costs
£million
Regulatory
costs
£million
Impairment
losses and
onerous
leases
£million
Year ended 27 April 2019
Pension
scheme
interest
£million
Total profit /
(loss)
£million
UK & Ireland electricals
UK & Ireland mobile
Nordics
Greece
EBIT
Finance income
Finance costs
Profit / (loss) before tax
180
9
112
21
322
11
(35)
298
(14)
3
(12)
—
(23)
—
—
(23)
(44)
(23)
—
—
(67)
—
—
(67)
(12)
(8)
—
—
(20)
—
—
(20)
(16)
(36)
—
—
(52)
—
—
(52)
—
(383)
—
—
(383)
—
—
(383)
—
—
—
—
—
—
(12)
(12)
94
(438)
100
21
(223)
11
(47)
(259)
Year ended 28 April 2018
Headline external revenue
Inter-segmental revenue
Total headline revenue
UK &
Ireland
electricals
£million
4,412
86
4,498
UK &
Ireland
mobile
£million
2,233
66
2,299
Nordics
£million
3,470
—
3,470
Greece
£million
Eliminations
£million
Total
£million
410
—
410
— 10,525
—
(152)
(152)
10,525
Headline EBIT
231
43
106
20
—
400
131
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
2 Segmental analysis continued
Reconciliation of headline profit to total profit before tax
UK & Ireland electricals
UK & Ireland mobile
Nordics
Greece
EBIT
Finance income
Finance costs
Profit / (loss) before tax
Headline
profit / (loss)
(restated)
£million
Acquisition
/ disposal
related items
£million
Strategic
change
programmes
£million
Share plan
taxable
benefit
compensation
£million
231
43
106
20
400
14
(32)
382
(13)
(13)
(12)
9
(29)
—
—
(29)
(32)
(6)
(14)
—
(52)
—
—
(52)
2
—
—
—
2
—
—
2
Year ended 28 April 2018
Pension
scheme
interest
£million
Total profit /
(loss)
£million
—
—
—
—
—
—
(14)
(14)
188
24
80
29
321
14
(46)
289
b) Restatement of segmental information
As discussed above, during the period the Group’s reportable segments have been changed, and comparatives have
been restated accordingly. The below tables provide reconciliations for the headline revenue and headline EBIT for the
year ended 28 April 2018. The relevant adjustment is the reconciliation of the UK & Ireland results between the UK &
Ireland electricals and UK & Ireland mobile segments and the reallocation of central costs between the Groups reportable
segments.
Reallocation of central costs represents certain administrative functions previously managed as a separate Group function
now managed within the UK & Ireland segments, reflecting the utilisation of those resources.
Year ended 28 April 2018
Year ended 28 April 2018
UK & Ireland electricals
UK & Ireland mobile
UK & Ireland (as previously reported)
Nordics
Greece
Total headline revenue
UK & Ireland electricals
UK & Ireland mobile
UK & Ireland (as previously reported)
Nordics
Greece
Total headline EBIT
Total headline
revenue as
previously
reported
£million
Reallocate
UK & Ireland
electricals
revenues
£million
Reallocate
UK & Ireland
mobile
revenues
£million
—
—
6,645
3,470
410
10,525
4,412
—
(4,412)
—
—
—
—
2,233
(2,233)
—
—
Total
£million
4,412
2,233
—
3,470
410
— 10,525
Year ended 28 April 2018
Total headline
EBIT as
previously
reported
£million
Reallocate
UK & Ireland
electricals
£million
Reallocate
UK & Ireland
mobile
£million
Reallocate
central costs
£million
—
—
281
101
18
400
233
—
(233)
—
—
—
—
48
(48)
—
—
—
(2)
(5)
—
5
2
—
Total
£million
231
43
—
106
20
400
c) Geographical information
Revenues are allocated to countries according to the entity’s country of domicile. Revenue by destination is not materially
different to that shown by domicile.
132
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
2 Segmental analysis continued
d) Other information
UK & Ireland electricals
UK & Ireland mobile
Nordics
Greece
Capital expenditure
Year ended
27 April
2019
£million
Year
ended
28 April 2018
(restated)*
£million
90
20
49
7
88
37
40
8
166
173
*
Figures for 2017/18 have been restated to reflect the change in segments reported to the board as per IFRS 8 Operating Segments. The
previously disclosed UK & Ireland segment has been separated into UK & Ireland electricals and UK & Ireland mobile.
3 Revenue and profit / (loss) before interest and taxation
Revenue
Cost of sales
Gross profit
Operating expenses
Profit / (loss) before interest, taxation
Year ended 27 April 2019
Year ended 28 April 2018
Headline
£million
10,433
(8,330)
2,103
(1,781)
322
Non-
headline
£million
Total
£million
— 10,433
— (8,330)
—
(545)
(545)
2,103
(2,326)
(223)
Headline
£million
10,525
(8,365)
2,160
(1,760)
400
Non-
headline
£million
6
(6)
—
(79)
(79)
Total
£million
10,531
(8,371)
2,160
(1,839)
321
The Group’s disaggregated revenues recognised under ‘Revenue from Contracts with Customers’ in accordance with IFRS
15 relates to the following operating segments and revenue streams:
Sale of goods
Commission revenue
Support services revenue
Other services revenue
Other revenue
Total headline revenue
Sale of goods
Commission revenue
Support services revenue
Other services revenue
Other revenue
Total headline revenue
UK &
Ireland
electricals
£million
4,085
9
275
99
7
4,475
UK &
Ireland
mobile
£million
474
1,401
—
123
—
1,998
Year ended 27 April 2019
Nordics
£million
Greece
£million
Total
£million
3,161
263
25
52
—
437
1
14
7
—
8,157
1,674
314
281
7
3,501
459
10,433
Year ended 28 April 2018
UK & Ireland
electricals
£million
UK & Ireland
mobile
£million
Nordics
£million
Greece
£million
4,005
8
285
112
2
4,412
532
1,578
—
123
—
2,233
3,135
258
24
53
—
391
1
12
6
—
Total
£million
8,063
1,845
321
294
2
3,470
410
10,525
Revenue from support services relates predominantly to customer support agreements, while other services revenue
comprises delivery and installation, product repairs and product support.
133
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
3 Revenue and profit / (loss) before interest and taxation continued
Profit / (loss) before interest and taxation for continuing operations is stated after charging / (crediting) the following:
Depreciation of property, plant & equipment
Impairment of property, plant & equipment
Amortisation of acquisition intangibles
Impairment of acquisition intangibles
Amortisation of other intangibles
Impairment of other intangible
Impairment of goodwill
Impairment of inventory
Loss / (gains) on disposal of property, plant & equipment
Cost of inventory recognised as an expense
Cash flow hedge amounts reclassified and reported in income statement
Rentals paid under operating leases:
Non-contingent rent
Contingent rent
Rentals received under operating leases – subleases
Investment property rental income
Net foreign exchange losses
Share-based payments expense
Other employee costs (see note 5)
Auditor’s remuneration comprises the following:
Fees payable to the Company’s auditor for the audit of the Company’s annual accounts
Fees payable to the Company’s auditor and its associates for their audit of the Company’s
subsidiaries
Total audit fees
Tax compliance services
Other assurance services
Other services
Total non-audit fees
Year ended
27 April
2019
£million
Year ended
28 April
2018
£million
91
28
28
10
55
84
225
87
1
8,217
(19)
308
26
(2)
—
7
21
1,149
101
—
32
1
59
—
—
95
(1)
8,158
(11)
310
24
(2)
(1)
1
14
1,124
Year ended
27 April
2019
£million
Year ended
28 April
2018
£million
0.1
1.5
1.6
0.1
0.3
—
0.4
2.0
0.1
1.5
1.6
0.1
0.2
0.1
0.4
2.0
134
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
4 Non-headline items
Included in revenue
Businesses to be exited
Included in (loss) / profit before interest and tax:
Acquisition / disposal related items
Strategic change programmes
Data incident costs
Regulatory costs
Impairment losses and onerous leases
Share plan taxable benefit compensation
Included in net finance costs:
Net non-cash finance costs on defined benefit pension schemes
Total impact on (loss) / profit before tax
Tax regulatory matters
Tax on non-headline items
Total impact on (loss) / profit after tax — continuing operations
Discontinued operations
Total impact on (loss) / profit after tax
(i) Acquisition / disposal related items
Amortisation of acquisition intangibles:
Year ended
27 April
2019
£million
Year ended
28 April
2018
£million
—
—
(23)
(67)
(20)
(52)
(383)
—
(545)
6
6
(29)
(52)
—
—
—
2
(79)
Note
(i)
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(12)
(14)
(viii)
(ix)
24
(557)
(93)
(46)
56
(547)
(9)
(556)
—
26
(67)
(70)
(137)
A charge of £28 million (2017/18: £32 million) relates to acquisition intangibles arising on the CPW Europe acquisition, the
Dixons Retail merger and Simplify Digital acquisition.
Acquisition related:
Acquisition related income of £5 million primarily relates to the release of deferred consideration for a previous acquisition
no longer payable given the strategic change of the business (2017/18: £2 million release).
Unieuro income:
In November 2013, the Group disposed of its Unieuro operations, but retained an investment of 14.96% in the operations.
The investment was initially recognised at £nil based on the fair value of the retained interest. In March 2017, Unieuro
undertook an IPO for 31.8% of its shareholdings, which reduced the Group’s investment to 10.2% of the Unieuro
operations.
In October 2017, IEH announced a corporate restructuring, whereby the Group obtained direct control of the investment of
7.18% of Unieuro, together with a receivable for previous dividends and the share sales. The amount realised as a result of
the dividend and share sale of £10 million has been recycled to the income statement in the year ended 28 April 2018.
Businesses to be exited:
Comprises the trading result of businesses to be exited where they do not meet the criteria under IFRS 5 “Non-Current
Assets Held for Sale and Discontinued Operations”, for separate disclosure as discontinued operations. In the prior period,
this comprises the results of the iD mobile operations in the Republic of Ireland. There has been no profit or loss in relation
to business to be exited in the current period (2017/18: £9 million).
135
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
4 Non-headline items continued
(ii) Strategic change programmes:
During the current period, costs of £49 million have been incurred in relation to the strategic change programme, to set
a clear long-term direction for the business which sharpens our focus on the core and that better joins up our offer to
customers and our business behind the scenes. The costs incurred relate to the following:
–
£11 million in relation to costs of implementing the strategy;
– £21 million cost in relation to restructuring and redundancy costs for central operations organisational design;
–
–
£9 million in relation to the closure of non-core operations, relating to certain of our concession arrangements across
the CurrysPCWorld, Carphone Warehouse and Dixons Travel brands and our energy switching business; and
£8 million in relation to further rationalisation of our property estate, including the closure of Carphone Warehouse
stores in the UK as announced on 4 May 2018.
Property rationalisation:
Additional costs of £18 million have been provided in relation to the remaining stores under the CurrysPCWorld 3-in-1 and
Carphone Warehouse programme announced in 2015/16, due to the challenges in the UK retail property market. In the
prior year ended 28 April 2018, an additional charge of £29 million was recorded.
Merger and transformation costs:
There has been no profit or loss in relation to previous merger and transformation programmes in the current period.
Transformation costs of £23 million in the prior year ended 28 April 2018 related to business restructuring in the Nordics of
£14 million, together with UK business restructuring and functional transformation costs of £9 million primarily related to
redundancy and consultancy fees.
(iii) Data incident costs:
During the period, costs associated with the data incident announced on 13 June 2018 of £20 million have been recorded.
£14 million of these costs, related to investigation and remediation activities, were incurred during the year with the
remaining costs expected to be incurred within the next twelve months.
(iv) Regulatory costs:
A charge of £52 million has been recorded in relation to pension related costs, employee related costs and other regulatory
matters in the current period. This includes:
–
–
–
An additional pension related cost of £15 million. On 26 October 2018, the High Court issued a judgement in a claim to
address the issues of unequal Guaranteed Minimum Pensions (GMPs) in the Lloyds Banking Group’s defined benefit
pension schemes (the “Lloyds case”). This will potentially impact the DSG Retirement and Employee Security Scheme
operating in the UK. The Group is working through the details of the ruling and assessing its impact on the liability
valuation of the scheme. We currently estimate that this will increase the liability by £15 million, and therefore have
recorded this as a past service cost in the current period. There are a number of uncertainties surrounding the change,
including the method of calculation of the equalisation and any potential appeals against the ruling, therefore we
consider that the amount is subject to further change, however currently represents our best estimate.
Costs of £1 million have also been provided for in relation to redress for ongoing employee related matters for historical
periods.
£30 million FCA fine imposed following the conclusion of an investigation into historical Geek Squad mobile phone
insurance selling processes.
Impairment losses and onerous leases:
(v)
As part of the strategic review performed by the Group, and as discussed in note 2, the Group has separated the operating
segments in the UK & Ireland into the separate electricals and mobile operating segments. As a result of the change, the
goodwill previously allocated to the UK & Ireland group of cash generating units (“CGUs”) has been separated into the
UK & Ireland electricals and UK & Ireland mobile groups of CGUs. This allocation has been performed on a relative value
basis on the value of the two operating segments. In separating the goodwill, an impairment review has been performed
over both operating segments based on our future projections and cash flows, reflecting the conclusions of the Group’s
strategic review which has been undertaken since the year end. This change, together with a deterioration in the forecast
performance of the UK & Ireland mobile business, identified a material non-cash impairment charge to be recorded over
the goodwill of the UK & Ireland mobile segment, together with impairment of related assets and additional onerous lease
charges to be recorded against individual stores. The breakdown of the impairment recorded in relation to the UK & Ireland
mobile operating segment asset base was as follows:
– £225 million representing the goodwill associated with the UK & Ireland mobile operating segment;
– £10 million of acquisition intangibles recognised during the previous acquisitions;
136
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
4 Non-headline items continued
– £75 million of intangible assets, primarily relating to capitalised software development costs;
– £25 million of central property, plant and equipment; and
– £12 million of store assets
In addition, £36 million of onerous lease provisions for stores within the UK & Ireland mobile operating segment have been
recognised.
(vi) Share plan taxable benefit compensation:
A provision of £11 million was recognised in 2016/17 in relation to taxable benefits arising to participants of the Share Plan,
as discussed in the Remuneration Committee Chair’s statement on page 61 of the 2016/17 Annual Report. In 2017/18, the
excess portion of the provision was released following the payment of compensation of the scheme.
(vii) Net non-cash financing costs on defined benefit pension schemes:
The net interest charge on defined benefit pension schemes represents the non-cash remeasurement calculated by
applying the corporate bond yield rates applicable on the last day of the previous financial year to the net defined benefit
obligation. As a non-cash remeasurement cost which is unrepresentative of the actual investment gains or losses made or
the liabilities paid and payable, the accounting effect of this is excluded from headline earnings.
(viii) Tax regulatory matters:
As previously disclosed, the Group has been co-operating with HMRC in relation to the tax treatment arising due to pre-
merger legacy corporate transactions. The Group maintains the tax treatment was appropriate, however, the likelihood of
litigation, and therefore risk associated with this matter, has increased and therefore a provision has been recognised.
(ix) Taxation:
The effective tax rate on non-headline earnings and costs is 2%. Once the impact of the provision of £46 million is
removed, the effective tax rate is 10%. The rate of relief is lower than the UK statutory rate of 19% predominantly due
to non-deductible goodwill impairment and regulatory costs. For the year ended 28 April 2018, the effective tax rate on
non-headline items was 28% due to a one-off credit in relation to the recognition of previously unrecognised deferred tax
assets in Greece of £10 million.
5 Employee costs and share-based payments
a) Employee costs
The aggregate remuneration recognised in the income statement for continuing operations is as follows:
Salaries and performance bonuses
Social security costs
Other pension costs
Share-based payments
Year ended
27 April
2019
£million
Year ended
28 April
2018
£million
999
120
30
1,149
21
982
116
26
1,124
14
1,170
1,138
Aggregate remuneration for discontinued operations are salaries and performance bonuses of £2 million (2017/18:
£22 million) and social security costs of £nil million (2017/18: £4 million) .
The average number of employees for continuing operations is:
UK & Ireland electricals
UK & Ireland mobile
Nordics
Greece
Year ended
27 April
2019
number
21,173
9,304
10,045
2,468
42,990
Year ended
28 April
2018
(restated)*
number
21,706
9,773
10,014
2,267
43,760
*
Figures for 2017/18 have been restated to reflect the change in segments reported to the board as per IFRS 8 Operating Segments. The
previously disclosed UK & Ireland segment has been separated into UK & Ireland electricals and UK & Ireland mobile.
137
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
5 Employee costs and share-based payments continued
a) Employee costs continued
The average number of employees for discontinued operations is 5 (2017/18: 835 ) .
Compensation earned by key management, comprising the Board of Directors and senior executives, is as follows:
Short-term employee benefits
Share-based payments
Year ended
27 April
2019
£million
Year ended
28 April
2018
£million
10
6
16
19
—
19
Short-term employee benefits includes £nil million (2017/18: £11 million) in relation to the satisfaction of share-scheme
related loans by the Group on behalf of the employees, along with the associated benefit in kind income tax charge and
social security contributions.
Further information about individual directors’ remuneration, share interests, share options, pensions and other
entitlements, which form part of these financial statements, is provided in the Remuneration Report.
b) Share-based payments
i) Share option schemes
During the year ended 29 March 2014, the Group introduced a share option scheme which allows nil-priced options to
be offered to senior employees. Options were first granted under the scheme in January 2014. The options are subject to
continuing employment and certain awards are subject to performance conditions.
For options granted during 2015/16 and earlier periods, performance conditions are based on a combination of absolute
TSR performance and relative TSR performance against the FTSE 250 or FTSE 350. For options granted during the year
ended 29 April 2017, performance conditions are based on a combination of EPS growth and relative TSR performance
against the constituents of the FTSE 51-150 at 1 May 2016.
For options granted during the years ended 28 April 2018 and 27 April 2019, awards granted to executive directors and
key management are subject to performance conditions based on relative TSR performance against the constituents of the
FTSE 51-150 at the start of the performance period and, either EPS growth or free cash flow growth. For options issued to
other senior management, awards are not subject to performance conditions.
In February 2019, the Group launched the Colleague Shareholder Award which granted every permanent colleague with 12
months service at least £1,000 of options which will vest after three years. These awards are not subject to performance
conditions.
The following table summarises the number and weighted average exercise price (WAEP) of share options for these
schemes:
Year ended
27 April 2019
Year ended
28 April 2018
Number
million
WAEP
£
Number
million
WAEP
£
22
42
(8)
(1)
55
—
—
—
—
—
—
—
25
13
(13)
(3)
22
—
—
—
—
—
—
—
Outstanding at the beginning of the period
Granted during the period
Forfeited during the period
Exercised during the period
Outstanding at the end of the period
Exercisable at the end of the period
138
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
5 Employee costs and share-based payments continued
b) Share-based payments continued
Weighted average market price of options exercised in the period
Weighted average remaining contractual life of awards outstanding
Exercise price for options outstanding
Year ended
27 April
2019
Year ended
28 April
2018
£1.75
9.1 yrs
£nil
£2.62
8.7 yrs
£nil
ii) SAYE scheme
The Group has SAYE schemes which allow participants to save up to £500 per month for either three or five years. At
the end of the savings period, participants can purchase shares in the Company based on a discounted share price
determined at the commencement of the scheme.
The following table summarises the number and WAEP of share options for these schemes:
Outstanding at the beginning of the period
Granted during the period
Exercised during the period
Forfeited during period
Outstanding at the end of the period
Exercisable at the end of the period
Weighted average market price of options exercised in the period
Weighted average remaining contractual life of awards outstanding
Range of exercise prices for options outstanding
Year ended
27 April 2019
Year ended
28 April 2018
Number
million
19
—
—
(7)
12
1
WAEP
£
2.00
—
1.65
2.16
1.90
3.03
Number
million
15
14
—
(10)
19
1
WAEP
£
2.85
1.65
2.24
2.77
2.00
3.31
Year ended
27 April 2019
Year ended
28 April 2018
£2.31
2.3 yrs
£1.65 — £3.77
£2.94
3.1 yrs
£1.65 — £3.77
iii) Fair value model
The fair value of options was estimated at the date of grant using a Monte Carlo model. The model combines the
market price of a share at the date of grant with the probability of meeting performance criteria, based on the historical
performance of Carphone Warehouse and, for options issued subsequent to the Merger on 6 August 2014, the historical
performance of Dixons.
The weighted average fair value of options granted during the period was £1.33 (2017/18: £1.32). The following table lists
the inputs to the model:
Exercise price
Dividend yield
Historical and expected volatility
Expected option life
Weighted average share price
Year ended
27 April 2019
Year ended
28 April 2018
£nil
0% — 5.7%
36% — 37%
10 yrs
£1.54
£nil — £1.65
0% — 5.8%
29% — 35%
4 — 10 yrs
£2.33
The expected volatility reflects the assumption that the historical volatility is indicative of future trends, including
consideration of the historical volatility of Carphone Warehouse and Dixons prior to the Merger.
iv) Charge to the income statement and entries in reserves
During the year ended 27 April 2019, the Group recognised a non-cash accounting charge to profit and loss of £21 million
(2017/18: £14 million) in respect of equity settled share-based payments, with a corresponding credit through reserves.
139
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
5 Employee costs and share-based payments continued
c) Employee Benefit Trust (‘EBT’)
Investment in own shares
Maximum number of shares held during the period
27 April 2019
28 April 2018
Market value
£million
1
5
Nominal
value
£million
—
—
Number
million
Market value
£million
0.7
2.8
1
11
Nominal
value
£million
—
—
Number
million
0.7
3.9
The number of shares held by the EBT, which are shown in the table above, remain held for potential awards under
outstanding plans. The costs of funding and administering the EBT are charged to the income statement in the year to
which they relate. Shareholders’ funds are reduced by the net book value of shares held in the EBT.
The EBT acquired 2.2 million of the Company’s shares during the year ended 27 April 2019 at nominal value (2017/18:
4.5 million shares).
The EBT has waived rights to receive dividends and agree to abstain from exercising their right to vote. The shares have
not been allocated to specific schemes as further disclosed in the Directors Report.
6 Net finance costs
Unwind of discounts on trade receivables
Finance income
Interest on bank overdrafts, loans and borrowings
Finance lease interest payable
Net interest on defined benefit pension obligations(i)
Unwind of discounts on liabilities
Amortisation of facility fees(ii)
Other interest expense
Finance costs
Total net finance costs
Headline total net finance costs
Year ended
27 April
2019
£million
Year ended
28 April
2018
£million
11
11
(17)
(6)
(12)
(4)
(2)
(6)
(47)
(36)
(24)
14
14
(13)
(6)
(14)
(6)
(1)
(6)
(46)
(32)
(18)
(i)
(ii)
Headline finance costs exclude net interest on defined benefit pension obligations (see note 4).
All finance costs in the above table represent interest costs of financial liabilities and assets, other than amortisation of facility fees which
represent non-financial assets.
140
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
7 Tax
a) Tax expense
The corporation tax charge comprises:
Current tax
UK corporation tax at 19%(i) (2017/18 19% )
Overseas tax
Adjustments made in respect of prior years:
UK corporation tax
Overseas tax
Total current tax
Deferred tax
UK tax
Overseas tax
Adjustments in respect of prior years:
UK corporation tax
Overseas tax
Total deferred tax
Total tax charge
Headline tax charge
– Headline
– Non-headline
– Headline
– Headline
– Non-headline
– Headline
– Non-headline
– Headline
– Non-headline
– Headline
– Non-headline
– Headline
– Non-headline
(i)
The UK corporation tax rate for the years ended 27 April 2019 and 28 April 2018 was 19%.
Tax related to discontinued operations is included in the figures set out in note 24.
Year ended
27 April
2019
£million
Year ended
28 April
2018
£million
26
25
29
80
(5)
(5)
(4)
(1)
(15)
65
11
(27)
3
(2)
(15)
2
—
2
(13)
52
62
42
(4)
21
59
(4)
(2)
1
—
(5)
54
10
(3)
8
(17)
(2)
1
—
1
(1)
53
79
141
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
7 Tax continued
b) Reconciliation of standard to actual (effective) tax rate
The principal differences between the total tax charge shown above and the amount calculated by applying the standard
rate of UK corporation tax to profit / (loss) before taxation are as follows:
Year ended 27 April 2019
Year ended 28 April 2018
Headline
£million
Non-
headline
£million
Statutory
£million
Headline
£million
Non-
headline
£million
Statutory
£million
Profit / (loss) before taxation
298
(557)
(259)
382
(93)
289
Tax at UK statutory rate of 19% (2017/18: 19%)
Differences in effective overseas tax rates
Adjustments in respect of prior years
Items attracting no tax relief or liability
Movement in unprovided deferred tax
Effect of change in statutory tax rate
Total tax charge / (credit)
57
5
(7)
7
(1)
1
62
(106)
—
(5)
98
—
3
(10)
(49)
5
(12)
105
(1)
4
52
72
4
(2)
6
(1)
—
79
(18)
(1)
(2)
5
(10)
—
(26)
54
3
(4)
11
(11)
—
53
The effective tax rate on headline earnings for the years ended 27 April 2019 and 28 April 2018 is 21%.
Items attracting no tax relief or liability relate mainly to non-deductible depreciation in the UK business.
The effective tax rate on non-headline earnings and costs is 2% (2017/18: 28%), further information is outlined in note 4.
A further reduction in the UK corporation tax rate to 17% from 1 April 2020 has been substantively enacted by the balance
sheet date and has been used in the recognition of deferred tax balances.
c) Deferred tax
At 29 April 2017
Charged directly to income statement
(Charged ) / credited to equity
At 28 April 2018
Credited directly to income statement
(Charged) / credited in respect of discontinued operations
Credited / (charged) to equity
Other
At 27 April 2019
Deferred tax comprises the following balances:
Deferred tax assets
Deferred tax liabilities
Accelerated
capital
allowances
£million
Retirement
benefit
obligations
£million
Losses
carried
forward
£million
Other
temporary
differences
£million
Total
£million
(34)
2
—
(32)
1
(8)
—
—
(39)
99
—
(20)
79
—
—
18
—
97
3
—
—
3
2
—
—
—
5
47
7
1
55
10
—
(1)
(1)
63
115
9
(19)
105
13
(8)
17
(1)
126
27 April
2019
£million
282
(156)
126
28 April
2018
£million
240
(135)
105
142
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
7 Tax continued
c) Deferred tax continued
Analysis of deferred tax relating to items credited / (charged) to equity in the period:
Defined benefit pension schemes
Share-based payments
Other temporary differences
Year ended
27 April
2019
£million
Year ended
28 April
2018
£million
18
—
(1)
17
(20)
(1)
2
(19)
The Group has a current tax credit of £5 million (2017/18: £4 million) through equity which consists of a credit of £4 million
(2017/18: £5 million) in relation to pensions and a credit of £1 million (2017/18: debit of £1 million) in respect of other items.
The Group has total unrecognised temporary differences relating to gross tax losses in the United Kingdom of
£1,075 million (2017/18: £1,074 million) and the deferred tax asset is estimated as £185 million (2017/18: £184 million). No
deferred tax asset has been recognised in respect of the losses due to the majority of the losses being capital losses and,
for trading losses, there is lack of certainty regarding the availability of future taxable profits. The unrecognised tax losses
may be carried forward indefinitely.
There were no temporary differences associated with undistributable earnings of subsidiaries or joint ventures for which
deferred tax liabilities had not been recognised at the end of either year.
8 Earnings per share
Headline earnings
Continuing operations
Total (loss) / earnings
Continuing operations
Discontinued operations
Total
Weighted average number of shares
Average shares in issue
Less average holding by Group EBT
For basic earnings per share
Dilutive effect of share options and other incentive schemes
For diluted earnings per share
Year ended
27 April
2019
£million
Year ended
28 April
2018
£million
236
303
(311)
(9)
(320)
236
(70)
166
Million
Million
1,160
(1)
1,159
9
1,157
(1)
1,156
4
1,168
1,160
143
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
8 Earnings per share continued
Basic earnings per share
Total (continuing and discontinued operations)
Adjustment in respect of discontinued operations
Continuing operations
Adjustments for non-headline — continuing operations (net of taxation)
Headline basic earnings per share
Diluted (loss)/earnings per share
Total (continuing and discontinued operations)
Adjustment in respect of discontinued operations
Continuing operations
Adjustments for non-headline — continuing operations (net of taxation)
Headline diluted earnings per share
Pence
Pence
(27.6)
0.8
(26.8)
47.2
20.4
(27.6)
0.8
(26.8)
47.0
20.2
14.4
6.0
20.4
5.8
26.2
14.3
6.0
20.3
5.8
26.1
Basic and diluted earnings per share are based on the profit for the period attributable to equity shareholders. Headline
earnings per share is presented in order to show the underlying performance of the Group. Adjustments used to determine
headline earnings are described further in note 4.
9 Goodwill
Cost
As at 29 April 2017
Disposals
Foreign exchange
As at 28 April 2018
Disposals
Foreign Exchange
As at 27 April 2019
Accumulated impairment
As at 29 April 2017 and 28 April 2018
Impairment loss for the year (note 4)
As at 27 April 2019
Carrying amount
As at 29 April 2017
As at 28 April 2018
As at 27 April 2019
144
£million
3,111
(33)
10
3,088
—
(23)
3,065
£million
—
(225)
(225)
£million
3,111
3,088
2,840
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
9 Goodwill continued
a) Carrying value of goodwill
The components of goodwill comprise the following businesses:
UK & Ireland electricals
UK & Ireland mobile
Nordics
27 April
2019
£million
1,840
—
1,000
28 April
2018
(restated)
£million
1,840
225
1,023
2,840
3,088
As part of the strategic review performed by the Group, and as described in note 2, the Group has separated the UK &
Ireland operating segment into the separate UK & Ireland electricals and UK & Ireland mobile operating segments. As a
result of the change, the goodwill previously allocated to the UK & Ireland group of cash generating units (‘CGUs’) has
been allocated between the UK & Ireland electricals and UK & Ireland mobile group of CGUs. This allocation has been
performed on a relative value basis on the value of the two operating segments.
An impairment review has been performed as described below which identified a material non-cash impairment charge of
£225 million (2017/18: £nil) to be recorded over the goodwill of the UK & Ireland mobile segment (see note 4).
b) Goodwill impairment testing
As required by IAS 36, goodwill is subject to annual impairment reviews. These reviews are carried out using the following
criteria:
– business acquisitions generate an attributed amount of goodwill;
– the manner in which these businesses are run and managed is used to determine the CGU grouping as defined in IAS 36
‘Impairment of Assets’;
– the recoverable amount of each CGU group is determined based on calculating its value in use (‘VIU’);
– the VIU is calculated by applying discounted cash flow modelling to management’s own projections covering a five-year
period;
– cash flows beyond the five-year period are extrapolated using a long-term growth rate equivalent to long-term forecasts
of Gross Domestic Product (‘GDP’) growth rates for the relevant market; and
– the VIU is then compared to the carrying amount in order to determine whether impairment has occurred.
The key assumptions used in calculating value in use are:
– management’s projections;
– the growth rate beyond five years; and
– the pre-tax discount rate.
The long term projections are based on board approved budgets for 2019/20 together with the board approved five-year
strategic plan. These projections have regard to the relative performance of competitors and knowledge of the current
market together with management’s views on the future achievable growth in market share and impact of the committed
initiatives. The cash flows which derive from these five-year projections include ongoing capital expenditure required to
develop and upgrade the store network in order to maintain and operate the businesses and to compete in their markets.
In forming the five-year projections, management draws on past experience as a measure to forecast future performance.
Key assumptions used in determining the five-year projections comprise the growth in sales and costs over this period.
The compound annual growth rate in sales and costs can rise as well as fall year-on-year depending not only on the year
five targets, but also on the current financial year base. These targets, when combined, accordingly drive the resulting
profit margins and the profit in year five of the projections which is in turn used to calculate the terminal value in the VIU
calculation. Historical amounts for the businesses under impairment review as well as from other parts of the Group are
used to generate the values attributed to these assumptions.
145
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
9 Goodwill continued
b) Goodwill impairment testing continued
The value attributed to these assumptions for the most significant components of goodwill are as follows:
UK & Ireland electricals
UK & Ireland mobile
Nordics
27 April 2019
28 April 2018
Compound
annual
growth in
sales
Compound
annual
growth in
costs
Growth rate
beyond five
years
Pre-tax
discount
rate
Compound
annual
growth in
sales
Compound
annual
growth in
costs
Growth rate
beyond five
years
Pre-tax
discount
rate
1.3%
(0.5%)
2.6%
1.3%
(1.5%)
2.4%
1.6%
1.6%
1.7%
9.6%
9.6%
9.4%
1.2%
1.2%
2.9%
1.6%
1.6%
2.9%
1.8%
1.8%
1.7%
8.6%
8.6%
8.6%
Growth rates used were determined based on third-party long-term growth rate forecasts and are based on the GDP
growth rate for the territories in which the businesses operate. The pre-tax discount rates applied to the forecast cash
flows reflect current market assessments of the time value of money and the risks specific to the CGUs.
c) Goodwill impairment sensitivity analysis
A sensitivity analysis has been performed on each of the base case assumptions used for assessing the goodwill with
other variables held constant. Each base case considered includes the downside assumptions of Brexit. Consideration of
sensitivities to key assumptions can evolve from one financial year to the next. The directors have concluded that there are
no reasonably possible changes in key assumptions which would cause the carrying value of those groups of CGUs with
goodwill allocated to exceed their value in use or recoverable amount.
10 Intangible assets
Balance at 29 April 2018
Additions
Reclassification
Amortisation
Reclassified to assets held for sale
Disposed with subsidiary
Impairment (note 4)
Foreign exchange
Balance at 27 April 2019
Cost
Accumulated amortisation and impairment losses
Balance at 27 April 2019
Balance at 30 April 2017
Additions
Amortisation
Reclassified to assets held for sale
Disposed with subsidiary
Impairment
Foreign exchange
Balance at 28 April 2018
Cost
Accumulated amortisation and impairment losses
Balance at 28 April 2018
146
Acquisition intangibles
Brands
£million
Customer
relationships
£million
Sub-total
£million
Software
and licences
£million
Total
£million
274
—
—
(25)
—
—
—
(3)
246
371
(125)
246
16
—
—
(3)
—
—
(10)
—
3
73
(70)
3
290
—
—
(28)
—
—
(10)
(3)
249
444
(195)
249
188
119
48
(55)
—
—
(84)
(1)
215
478
119
48
(83)
—
—
(94)
(4)
464
625
(410)
215
1,069
(605)
464
Acquisition intangibles
Brands
£million
Customer
relationships
£million
Sub-total
£million
Software
and licences
£million
Total
£million
299
—
(25)
—
(1)
(1)
2
274
374
(100)
274
23
—
(7)
—
—
—
—
16
73
(57)
16
322
—
(32)
—
(1)
(1)
2
290
447
(157)
290
231
90
(70)
(8)
(2)
(54)
1
188
459
(271)
188
553
90
(102)
(8)
(3)
(55)
3
478
906
(428)
478
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
10 Intangible assets continued
Software and licences include assets with a cost of £49 million (2017/18: £20 million) on which amortisation has not been
charged as the assets have not yet been brought into use.
The impairment recognised in 2017/18 primarily represents the impairment of honeybee intangible assets of £54 million on
classification as a held-for-sale asset as discussed in Note 24. This has been recorded within discontinued operations in
operating expenses.
Individually material intangible assets
Customer relationships and brands include intangible assets which are considered individually material to the financial
statements. The primary intangible assets, their net book values and remaining amortisation periods are as follows:
CurrysPCWorld
Elgiganten
Elkjøp
Gigantti
11 Property, plant & equipment
Balance at 29 April 2018
Additions
Reclassification
Depreciation
Disposals
Disposed with subsidiary
Impairment
Foreign exchange
Balance as at 27 April 2019
Cost
Accumulated depreciation
Balance as at 27 April 2019
Included in net book value as at 27 April 2019
Land not depreciated
Assets in the course of construction
Assets held under finance leases
Net book
value
£million
Remaining
amortisation
period
Years
117
52
40
27
11
11
11
11
Fixtures,
fittings
and other
equipment
£million
Land and
buildings
£million
77
7
—
(9)
—
—
(6)
—
69
111
(42)
69
—
—
41
317
46
(47)
(82)
(2)
—
(22)
(3)
207
635
(428)
207
—
25
—
Total
£million
394
53
(47)
(91)
(2)
—
(28)
(3)
276
746
(470)
276
—
25
41
147
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
11 Property, plant & equipment continued
Balance at 30 April 2017
Additions
Depreciation
Disposals
Disposed with subsidiary
Impairment
Foreign exchange
Balance as at 28 April 2018
Cost
Accumulated depreciation
Balance as at 28 April 2018
Included in net book value as at 28 April 2018
Land not depreciated
Assets in the course of construction
Assets held under finance leases
12 Interests in joint ventures, associates and investments
The Group’s interests in joint ventures and associates are analysed as follows:
Opening balance
Additions
Share of results
Disposals
Closing balance
Land and
buildings
£million
Fixtures, fittings
and other
equipment
£million
92
4
(10)
(9)
—
—
—
77
109
(32)
77
—
—
47
328
93
(92)
(2)
(10)
(1)
1
317
673
(356)
317
—
72
—
Total
£million
420
97
(102)
(11)
(10)
(1)
1
394
782
(388)
394
—
72
47
27 April
2019
£million
28 April
2018
£million
1
—
—
(1)
—
18
3
(3)
(17)
1
During the year ended 27 April 2019 the Group disposed of part of the investments held by our Nordics operations
through the franchise network (2017/18: £nil). The remaining investment held at 27 April 2019 was £0.4 million (2017/18:
£0.5 million).
On 7 June 2017 agreement was reached to dispose of the Group’s 50% interest in the Sprint Connect LLC joint venture to
Sprint Corporation. £nil gain or loss was recognised in relation to the disposal. For the year ended 28 April 2018 the share
of results of the operation to the date of disposal were classified as discontinued (£3 million loss) together with additional
costs of £6 million incurred by the Group post closure (see note 24).
Investments
Financial assets designated as at FVTOCI
27 April
2019
£million
18
28 April
2018
£million
17
148
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
12 Interests in joint ventures, associates and investments continued
In November 2013, the Group disposed of its Unieuro operations, and retained an investment of 14.96% in Italian
Electronics Holdings s.r.l (IEH), a holding company which in turn owned 100% of the Unieuro operations. The investment
was initially recognised at £nil based on the fair value of the retained interest. In March 2017, Unieuro undertook an
IPO for 31.8% of its shareholdings, which reduced the Group’s investment to 10.2% of the Unieuro operations. Given
the successful IPO, a readily-determinable fair value is available based on the market price of the listed shares, and
the investment has therefore been valued at £18 million. The movement in investment value has been taken to other
comprehensive income as classified as a ‘fair value through other comprehensive income investment’ financial asset
in accordance with IFRS 9 as outlined in note 31. For the year ended 28 April 2018 the investment was classified as
an ‘available-for-sale’ investment in accordance with IAS 39 with the movement in investment value taken to other
comprehensive income. The fair valuation techniques used are outlined in note 25.
13 Inventory
Finished goods and goods for resale
14 Trade and other receivables
Trade receivables
Less provision for bad and doubtful debts
Contract assets*
Prepayments
Other receivables
Accrued income
Non-current
Current
27 April
2019
£million
1,156
27 April
2019
£million
524
(17)
507
653
100
58
108
1,426
387
1,039
1,426
28 April
2018
£million
1,145
28 April
2018
£million
1,400
(13)
1,387
—
92
114
68
1,661
507
1,154
1,661
*
The Group adopted IFRS 15 Revenue from Contracts with Customers on 29 April 2018 retrospectively with the cumulative effect of initial
application recognised as an adjustment to opening equity.
The majority of trade and other receivables are non-interest bearing. Non-current receivables mainly comprise commission
receivable on sales, as described in note 25. Where the effect is material, trade and other receivables are discounted
using discount rates which reflect the relevant costs of financing. The carrying amount of trade and other receivables
approximates fair value.
Where a provision has been recognised in respect of expected credit losses on a receivable balance, the full amount of the
receivable has been provided for.
Ageing of gross trade receivables and provisions:
Not yet due
Past due:
Under two months
Two to four months
Over four months
27 April 2019
Gross trade
receivables
£million
Provision
£million
Net trade
receivables
£million
Gross trade
receivables
£million
Provision
£million
28 April 2018
Net trade
receivables
£million
435
—
435
1,306
(1)
1,305
47
9
33
89
(1)
(1)
(15)
(17)
46
8
18
72
48
15
31
94
(1)
—
(11)
(12)
47
15
20
82
524
(17)
507
1,400
(13)
1,387
149
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
14 Trade and other receivables continued
Movements in the provision for impairment of trade receivables is as follows:
Opening balance
IFRS 9 opening adjustment
Charged to the income statement
Receivables written off as irrecoverable
Amounts recovered during the year
Disposal of businesses
Closing balance
27 April
2019
£million
28 April
2018
£million
(13)
(1)
(9)
4
2
—
(17)
(18)
—
(2)
2
2
3
(13)
The Group’s trade receivables included the following amounts which were past due, but for which the loss allowance was
insignificant based on historical rates of recoverability.
Under two months
Two to four months
Over four months
Contract Assets
Effect of adoption of IFRS 15 as at 29 April 2018
Transfers from contract assets recognised at the beginning of the year to receivables
Increase related to services provided in the year
Decrease due to a change in the estimate of transaction price
As at 27 April 2019
27 April
2019
£million
28 April
2018
£million
46
8
18
72
47
15
20
82
£million
892
(474)
254
(19)
653
The timing of revenue recognition, billings and cash collection results in trade receivables (billed amounts), contract assets
(unbilled amounts) and customer advances and deposits (contract liabilities) on the Group’s balance sheet. For services
in which revenue is earned over time, amounts are billed in accordance with contractual terms, either at periodic intervals
or upon achievement of contractual milestones. The timing of revenue recognition is measured in accordance with the
progress of delivery on a contract which could either be in advance or in arrears of billing, resulting in either a contract
asset or a contract liability.
The Group recognises a contract asset for services delivered not yet billable to the customer. Any amount previously
recognised as a contract asset is reclassified to trade receivables at the point at which it is becomes billable. All contract
asset amounts are current assets.
The Group has considered the risk profile for amounts due from network customers based on historical experience. In
accordance with IFRS 9 the Group has applied the Expected Credit Loss model to these amounts. The contract asset
value is discounted for the counterparty credit risk based on historical experience with these customers.
15 Cash and cash equivalents
Cash at bank and on deposit
27 April
2019
£million
125
28 April
2018
£million
228
Cash at bank and on deposit includes short-term bank deposits which are available on demand. Within cash and cash
equivalents, £43 million (2017/18: £60 million) is restricted and predominantly comprises funds held by the Group’s
insurance businesses to cover regulatory reserve requirements. These funds are not available to offset the Group’s
borrowings.
150
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
16 Trade and other payables
Trade payables
Other taxes and social security
Other creditors
Contract liabilities*
Accruals
Deferred income
27 April 2019
28 April 2018
Current
£million
1,571
298
29
160
292
—
Non-
current
£million
—
—
109
112
31
—
2,350
252
Current
£million
1,739
275
31
—
300
160
2,505
Non-
current
£million
—
—
139
—
39
140
318
*
The Group adopted IFRS 15 Revenue from Contracts with Customers on 29 April 2018 retrospectively with the cumulative effect of initial
application recognised as an adjustment to opening equity.
Non-current other creditors relate principally to property leases that are deemed to be over-rented which arose from
acquisitions. These liabilities are unwound over the period of the relevant lease, of up to 19 years. The carrying amount of
trade and other payables approximates their fair value.
Included in trade payables are amounts due where extended payment terms have been requested by the Group and
agreed with the supplier. These terms are made available and administered under arrangements between the supplier
and third party banks for which a fee is payable by the Group. The total amount outstanding on such extended payment
terms at 27 April 2019 is £59 million (2017/18: £97 million). These arrangements do not provide the Group with a significant
benefit of additional financing and accordingly are classified as trade payables.
£136 million included in contract liabilities at the start of the period was recognised as revenue during the year.
17 Contingent consideration
Contingent consideration
Opening balance
Settlements
Change in valuation (see note 4)
Closing balance
27 April 2019
28 April 2018
Current
£million
Non-current
£million
Current
£million
Non-current
£million
1
4
1
12
27 April
2019
£million
28 April
2018
£million
13
(1)
(7)
5
22
(7)
(2)
13
Earn-out consideration of up to £5 million is payable in cash (2017/18: £13 million) and is contingent on the performance of
the Epoq kitchen business (2017/18: Simplifydigital and the Epoq kitchen business) against earnings growth targets over
a period of up to three years from the balance sheet date. The fair value of contingent consideration arrangements has
been estimated by applying the income approach as outlined in note 25. A reduction in growth assumptions used in the fair
value methodology would result in a reduction in the amount of contingent consideration payable.
151
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
18 Loans and other borrowings
Current liabilities
Bank overdrafts
Loans and other borrowings
Non-current liabilities
Loans and other borrowings
27 April
2019
£million
28 April
2018
£million
19
—
19
288
307
43
20
63
329
392
Committed facilities
£800 million Revolving Credit Facility
In October 2015, the Group signed a five-year £800 million Revolving Credit Facility (‘RCF’) with a number of relationship
banks; this facility was extended in October 2016 and 2017 by an additional year and the facility currently expires October
2022. The interest rate payable for drawings under this facility is at a margin over LIBOR (or other applicable interest basis)
for the relevant currency and for the appropriate period. The actual margin applicable to any drawing depends on the fixed
charges cover ratio calculated in respect of the most recent accounting period. A non-utilisation fee is payable in respect of
amounts available but undrawn under this facility and a utilisation fee is payable when aggregate drawings exceed certain
levels.
£250 million Revolving Credit Facility
In October 2016, the Group signed a four-year £250 million RCF with a group of relationship banks; this facility is on
broadly similar terms to the £800 million RCF; this facility was extended in February 2019 by an additional two years and
the facility expires October 2022.
€50 million term loan
Also in October 2016, the Group signed a four-year term loan of €50 million with BBVA. The terms of this facility are also
broadly similar to the £800 million RCF.
Bank overdraft and other uncommitted facilities
The Group also has overdrafts and short-term money market lines from UK and European banks denominated in various
currencies, all of which are repayable on demand. Interest is charged at the market rates applicable in the countries
concerned and these facilities are used to assist in short-term liquidity management. Total available facilities are
£109 million (2017/18: £109 million).
All borrowings are unsecured.
152
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
19 Finance lease obligations
Amounts due:
Within one year
In more than one year and not more than five years
In more than five years
Less future finance charges
Present value of lease obligations
Less amounts due within one year
Amounts due after more than one year
27 April 2019
28 April 2018
Minimum
lease
payments
£million
Present
value of
minimum
lease
payments
£million
Minimum
lease
payments
£million
Present value
of minimum
lease
payments
£million
9
41
82
132
(49)
83
(3)
80
8
31
44
83
—
83
(3)
80
9
37
92
138
(53)
85
(3)
82
8
27
50
85
—
85
(3)
82
The majority of finance leases relate to properties in the UK where obligations are denominated in Sterling and remaining
lease terms vary between 6 and 17 years. The effective borrowing rate on individual leases ranged between 5.51% and
9.29% (2017/18: 5.51% and 9.29%). Interest rates are fixed at the contract date. These obligations are secured over the
related leased asset. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent
rental payments.
The fair value of the Group’s lease obligations approximates their carrying amount.
The Group’s obligations under finance leases are secured by the lessors’ rights over the leased assets disclosed in
note 11.
20 Provisions
At beginning of period
Additions
Released in the period
Utilised in the period
Disposed
Foreign exchange
At end of period
Analysed as:
Current
Non-current
Reorg-
anisation
£million
Sales
£million
Property
£million
Other
£million
Total
£million
Reorg-
anisation
£million
Sales
£million
Property
£million
Other
£million
Total
£million
27 April 2019
28 April 2018
15
30
(1)
(28)
—
—
16
14
2
16
10
13
—
(16)
—
—
7
6
1
7
63
66
(2)
(29)
—
—
98
37
61
98
11
63
(3)
(41)
—
—
30
29
1
30
99
172
(6)
(114)
—
—
151
86
65
151
12
18
(1)
(15)
—
1
15
13
2
15
10
11
—
(10)
(1)
—
10
9
1
10
62
47
(16)
(29)
—
(1)
63
34
29
63
21
2
(3)
(9)
—
—
11
11
—
11
105
78
(20)
(63)
(1)
—
99
67
32
99
Reorganisation provisions relate principally to redundancy costs and other onerous contracts arising as a result of
reorganisation, and are only recognised where plans are demonstrably committed and where appropriate communication
to those affected has been undertaken at the balance sheet date.
Sales provisions relate to ‘cash-back’ and similar promotions, product warranties, product returns, and network operator
performance penalties. The anticipated costs of these items are assessed by reference to historical trends and any other
information that is considered to be relevant.
Property provisions relate mainly to costs associated with operating lease early exit premiums, onerous leases and
provisions for dilapidations. Other provisions relate to warranties provided in relation to business disposals and provisions
in respect of the expected costs of insurance claims, contingent liabilities recognised through business combinations, and
other onerous contracts.
Onerous lease provisions are recognised for lease contracts where the unavoidable cost of either exiting the contract early
or making all payments under the contract are greater than the estimated future economic benefits to be derived from the
lease.
153
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
20 Provisions continued
Other provisions relate to regulatory costs, data incident costs, onerous contracts and warranties in relation to
discontinued operations as described in note 4.
Non-current provisions are expected to be utilised over a period up to ten years.
21 Retirement and other post-employment benefit obligations
Retirement benefit obligations – UK
– Nordics
27 April
2019
£million
579
—
579
28 April
2018
£million
470
2
472
The Group operates a defined benefit and a number of defined contribution schemes. The principal scheme which
operates in the UK includes a funded final salary defined benefit section whose assets are held in a separate trustee
administered fund. The scheme is valued by a qualified actuary at least every three years and contributions are assessed
in accordance with the actuary’s advice. Since 1 September 2002, the defined benefit section of the scheme has been
closed to new entrants and on 30 April 2010 was closed to future accrual with automatic entry into the defined contribution
section being offered to those active members of the defined benefit section at that time. Membership of the defined
contribution section is offered to eligible employees.
In the Nordics division, the Group operates small funded secured defined benefit pension schemes, which are also closed
to new entrants, with assets held by a life insurance company as well as an unsecured pension arrangement. In addition,
contributions are made to state pension schemes with defined benefit characteristics.
The defined benefit pension schemes expose the Group to actuarial risks such as longer than expected longevity of
members, lower than expected return on investments and higher than expected inflation, which may increase the liabilities
or reduce the value of assets of the plans.
a) Defined contribution pension schemes
The pension charge in respect of defined contribution schemes was £30 million (2017/18: £26 million).
b) UK defined benefit pension scheme – actuarial valuation and assumptions
A full actuarial valuation of the scheme was carried out as at 31 March 2016 and showed a shortfall of assets compared
with liabilities of £560 million. A ‘recovery plan’ based on this valuation was agreed with the Trustees such that
contributions in respect of the scheme will increase to £46 million per year starting from the 2017/18 financial year until
2028/29, with a final payment of £25 million in 2029/30. The next triennial valuation will be as at 31 March 2019.
The principal actuarial assumptions as at 31 March 2016 were:
Discount rate for accrued benefits†
– Growth portfolio
– Matching portfolio
Rate of increase to pensions
Inflation
Rate per annum
4.6%
2.2%
0% — 3.6%
3.0%
†
The discount rate is based on a linear de-risking methodology which assumes the Scheme’s investment strategy switches investments from
growth assets (such as equities) to matching assets (such as bonds) and multi-asset credit over a period of 10 years from 2026 to 2036 so
that in 20 years’ time the asset portfolio is projected to be 90% invested in matching assets and multi-asset credit.
At 31 March 2016, the market value of the scheme’s investments was £930 million and, based on the above assumptions,
the value of the assets was sufficient to cover 62% of the benefits accrued to members with the liabilities amounting to
£1,490 million.
c) UK Defined benefit pension scheme – IAS 19
The following summarises the components of net defined benefit expense recognised in the consolidated income
statement, the funded status and amounts recognised in the consolidated balance sheet and other amounts recognised
in the statement of comprehensive income. The methods set out in IAS 19 are different from those used by the scheme
actuaries in determining funding arrangements.
154
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
21 Retirement and other post-employment benefit obligations continued
c) UK Defined benefit pension scheme – IAS 19 continued
(i) Principal assumptions adopted
The assumptions used in calculating the expenses and obligations are set by the directors after consultation with the
independent actuaries.
27 April
2019
28 April
2018
Rates per annum
Discount rate
Rate of increase in pensions in payment / deferred pensions (pre / post April 2006 accrual)
Inflation
2.5%
2.8%
3.3% / 2.2% 3.1% / 2.2%
3.1%
3.3%
The Group uses demographic assumptions underlying the last formal actuarial valuation of the scheme as at 31 March
2016. In particular, post retirement mortality has been assumed to follow the standard mortality tables ‘S2’ All Pensioners
tables published by the CMI, based on the experience of Self-Administered Pension Schemes (SAPS) with multipliers of
100% for males and 105% for females. In addition, an allowance has been made for future improvements in longevity from
2003 by using the new CMI 2015 Core projections with a long term rate of improvement of 1.5% per annum for men and
1.25% per annum for women. Applying such tables results in an average expected longevity of between 87.7 years and
89.9 years for men and between 89.1 years and 91.0 years for women for those reaching 65 over the next 20 years.
(ii) Amounts recognised in consolidated income statement
Past service cost
Net interest expense on defined benefit obligation (note 4)
Total expense recognised in the income statement
Year ended
27 April
2019
£million
Year ended
28 April
2018
£million
15
12
27
—
14
14
On 26 October 2018, the High Court issued a judgement in a claim to address the issues of unequal Guaranteed Minimum
Pensions (GMPs) in the Lloyds Banking Group’s defined benefit pension schemes (the ‘Lloyds case’). This will potentially
impact the DSG Retirement and Employee Security Scheme operating in the UK. The Group is working through the details
of the ruling and assessing its impact on the liability valuation of the scheme. We currently estimate that this will increase
the liability by £15 million, and therefore have recorded this as a past service cost in the current period. There are a number
of uncertainties surrounding the change, including the method of calculation of the equalisation and any potential appeals
against the ruling, therefore we consider that the amount is subject to further change, however currently represents our
best estimate.
(iii) Amounts recognised in the consolidated statement of comprehensive income:
Remeasurement of defined benefit obligation – actuarial gains / (losses) arising from:
Changes in financial assumptions
Experience adjustments
Remeasurement of scheme assets:
Actual return on plan assets (excluding amounts included in net interest expense)
Cumulative actuarial (loss) / gain
Year ended
27 April
2019
£million
Year ended
28 April
2018
£million
(142)
(53)
67
(128)
124
(10)
(27)
87
155
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
21 Retirement and other post-employment benefit obligations continued
c) UK Defined benefit pension scheme – IAS 19 continued
(iv) Amounts recognised in the consolidated balance sheet
Present value of defined benefit obligations
Fair value of plan assets
Net obligation
Changes in the present value of the defined benefit obligation:
Opening obligation
Past service cost
Interest cost
Remeasurements in other comprehensive income – actuarial losses / (gains) arising from changes in:
Financial assumptions
Experience adjustments
Benefits paid
Closing obligation
27 April
2019
£million
(1,775)
1,196
(579)
28 April
2018
£million
(1,584)
1,114
(470)
27 April
2019
£million
1,584
15
44
142
53
(63)
28 April
2018
£million
1,714
—
44
(124)
10
(60)
1,775
1,584
The weighted average maturity profile of the defined benefit obligation at the end of the year is 18 years (2017/18: 19
years), comprising an average maturity of 22 years (2017/18: 23 years) for deferred members and 10 years (2017/18: 11
years) for pensioners.
Changes in the fair value of the scheme assets:
Opening fair value
Interest income
Employer special contributions
Remeasurements in other comprehensive income:
Actual return on plan assets (excluding interest income)
Benefits paid
Closing fair value
27 April
2019
£million
1,114
32
46
28 April
2018
£million
1,125
30
46
67
(63)
(27)
(60)
1,196
1,114
156
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
21 Retirement and other post-employment benefit obligations continued
c) UK Defined benefit pension scheme – IAS 19 continued
Analysis of scheme assets:
Overseas and global equities
Diversified growth
Multi-asset credit funds
Private equity
Private credit
Property
Corporate bonds
Liability driven investments (‘LDIs’)
Cash and cash instruments
Other
— Listed
— Listed
— Listed
— Unlisted
— Unlisted
— Listed
— Unlisted
— Unlisted
— Listed
— Listed
— Listed
— Unlisted
— Unlisted
27 April
2019
£million
28 April
2018
£million
132
14
89
41
20
52
74
—
96
508
64
105
1
267
79
76
53
22
61
36
2
91
357
—
69
1
1,196
1,114
In the fair value hierarchy, listed investments are categorised as level 1. Unlisted investments are categorised as level 2,
except for private equity funds which are categorised as level 3. Private equity fund valuations are based on the last
audited accounts of each investment plus any known movements since the last audited accounts.
The investment strategy of the scheme is determined by the independent Trustees through advice provided by an
independent investment consultant. The Trustee’s objective is to achieve an above average long term return on the
scheme’s assets from a mixture of capital growth and income, whilst managing investment risk and ensuring the strategy
remains within the guidelines set out in the Pensions Act 1995 and 2004 and the scheme’s statement of investment
principles. In setting the strategy, the nature and duration of the scheme’s liabilities are taken into account, ensuring that
an integrated approach is taken to investment risk and both short term and long term funding requirements. The scheme
invests in a diverse range of asset classes as set out above with matching assets primarily comprising holdings in inflation
linked gilts, corporate bonds and liability driven investments.
To reduce volatility risk a liability driven investment (LDI) strategy forms part of the Trustee’s management of the UK
defined benefit scheme’s assets, including government bonds, corporate bonds and derivatives. Repurchase agreements
are entered into with counterparties to better offset the scheme’s exposure to interest and inflation rates, whilst remaining
invested in assets of a similar risk profile. Interest rate and inflation rate derivatives are also employed to complement the
use of fixed and index-linked bonds in matching the profile of the scheme’s liabilities.
Actual return on the scheme assets was a gain of £67 million (2017/18: loss of £27 million).
(v) Sensitivities
The value of the UK defined benefit pension scheme assets are sensitive to market conditions, particularly equity values
which comprise approximately 33% of the scheme’s assets. Changes in assumptions used for determining retirement
benefit costs and liabilities may have a material impact on the 2018/19 income statement and the balance sheet. The main
assumptions are the discount rate, the rate of inflation and the assumed mortality rate. The following table provides an
estimate of the potential impacts of each of these variables if applied to the current year consolidated income statement
and balance sheet.
Net finance costs
Net deficit
Year ended
27 April
2019
£million
Year ended
28 April
2018
£million
27 April
2019
£million
28 April
2018
£million
Positive / (negative) effect
Discount rate: 0.25% increase
Inflation rate: 0.25% increase†
Mortality rate: 1 year increase
1
(2)
(2)
1
(2)
(2)
91
(71)
(71)
†
The increase in scheme benefits provided to members on retirement is subject to an inflation cap.
75
(67)
(63)
157
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
21 Retirement and other post-employment benefit obligations continued
c) UK Defined benefit pension scheme – IAS 19 continued
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as
it is unlikely that the changes in assumptions would occur in isolation of one another as some of the assumptions may be
correlated.
d) Other post-employment benefits – IAS 19
The Group offers other post-employment benefits to employees in overseas territories, in particular in Greece. These
benefits are unfunded. At 27 April 2019 the net obligation in relation to these benefits was £4 million (2017/18: £4 million)
which is included in trade and other payables.
22 Share capital, retained earnings and reserves
a) Share capital
Authorised, allotted, called-up and fully paid ordinary shares of 0.1p each
Ordinary shares of 0.1p each in issue at the beginning of the period
Issued during the period
Ordinary shares of 0.1p each in issue at the end of the period
27 April
2019
million
1,160
27 April
2019
million
1,158
2
1,160
28 April
2018
million
1,158
28 April
2018
million
1,153
5
1,158
27 April
2019
£million
1
27 April
2019
£million
1
—
1
28 April
2018
£million
1
28 April
2018
£million
1
—
1
During the year ended 27 April 2019, 2,178,994 (2017/18: 4,844,233) ordinary shares with nominal value of 0.1p each were
issued for consideration at nominal value (2017/18: for consideration of £1 million) to satisfy awards under the Group’s
share option schemes.
b) Retained earnings and reserves
Movement in retained earnings and reserves during the reported periods are presented in the consolidated statement of
changes in equity.
Retained earnings at 27 April 2019 includes £10 million of gains (2017/18: £17 million of gains) associated with derivatives
which were designated and effective as cash flow hedges and interest rate hedges. Own shares held by the Group’s EBT
are recognised in retained earnings – refer to note 5 for further information. The demerger reserve arose as part of the
demerger of the Group from TalkTalk in 2010.
23 Equity dividends
Amounts recognised as distributions to equity shareholders in the period
– on ordinary shares of 0.1p each
Final dividend for the year ended 29 April 2017 of 7.75p per ordinary share
Interim dividend for the year ended 28 April 2018 of 3.50p per ordinary share
Final dividend for the year ended 28 April 2018 of 7.75p per ordinary share
Interim dividend for the year ended 27 April 2019 of 2.25p per ordinary share
27 April
2019
£million
28 April
2018
£million
—
—
90
26
89
41
—
—
116
130
The following distribution is proposed but had not been effected at 27 April 2019 and is subject to shareholders’ approval
at the forthcoming Annual General Meeting:
Final dividend for the year ended 27 April 2019 of 4.50p per ordinary share
The payment of this dividend will not have any tax consequences for the Group.
£million
52
158
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
24 Discontinued operations and assets held for sale
There have been no additional operations classified as discontinued during the year ended 27 April 2019. The following
were classified as discontinued in the year ended 28 April 2018 and have continued to incur costs in the current financial
year:
honeybee
On 4 May 2018, the Group agreed to sell the honeybee operations through an asset sale, which was completed on 31 May
2018. These operations were classified as a disposal group held for sale and presented separately in the balance sheet.
An impairment of £55 million was recognised on classification to assets held for sale, representing the difference between
the expected proceeds and the book value of the related assets. The impairment, together with the trading loss recognised
during the year of £21 million were classified as a discontinued operation in the year ended 28 April 2018.
For the year ended 27 April 2019, no profit or loss on disposal was recognised from the completion of the sale of the
operations. Additional costs of £7 million have been recorded in relation to onerous contracts following the sale and
compensation to previous employees.
A deferred tax credit of £4 million in relation to a prior year adjustment relating to accelerated capital allowances has been
recognised.
Spain
On 29 September 2017, the Group completed the disposal of The Phone House Spain S.L.U., Connected World Services
Europe S.L. and Smarthouse Spain S.A. which together represented the trading operations in Spain. A gain of £1 million
arose on the disposal, being the difference between the proceeds of disposal and the carrying amount of the subsidiaries’
net assets and attributable goodwill. The trading results of the operations up to the date of disposal were classified as
discontinued.
For the year ended 27 April 2019, the £1 million tax credit is in relation to the reversal of previously held provisions for tax
risks where statute of limitations have now lapsed.
Sprint
On 7 June 2017 agreement was reached to dispose of the Group’s 50% interest in the Sprint Connect LLC joint venture to
Sprint Corporation. Proceeds of $22 million (£17 million) were received and £nil gain or loss was recognised in relation to
the disposal. The share of results of the operation to the date of disposal in the year ended 28 April 2018 were classified as
discontinued (£3 million loss).
Other
As previously reported the sale of operations in Germany was completed on 5 May 2015, the Netherlands on 30 June
2015, Portugal on 31 August 2015 and Virgin Mobile France on 4 December 2014. Additional costs of £2 million have
been recorded in settlement of warranties in Portugal and a £5 million provision has been recognised in the current year in
relation to employee matters in previously disposed businesses.
a) (Loss) / profit after tax – discontinued operations
Revenue
Expenses
(Loss) before tax
Income tax
honeybee
£million
Spain
£million
Sprint Joint
Venture
£million
Other
£million
Total
£million
Year ended 27 April 2019
—
(7)
(7)
4
(3)
—
—
—
1
1
—
—
—
—
—
(7)
(7)
—
(7)
—
(14)
(14)
5
(9)
159
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
24 Discontinued operations and assets held for sale continued
a) (Loss) / profit after tax – discontinued operations continued
Revenue
Expenses
Impairment of assets
Share of results of joint venture
(Loss) before tax
Income tax
Profit on disposal
honeybee
£million
Spain
£million
Sprint Joint
Venture
£million
Other
£million
Total
£million
Year ended 28 April 2018
3
(24)
(55)
—
(76)
13
—
(63)
144
(144)
—
—
—
—
1
1
—
(6)
—
( 3)
(9)
—
—
(9)
—
—
—
—
—
—
1
1
147
(174)
(55)
(3)
(85)
13
2
(70)
b) Cash flows from discontinued operations
The net cash flows incurred by the discontinued operation during the year are as follows. These cash flows are included
within the consolidated cash flow statement:
Operating activities
Investing activities
Operating activities
Investing activities
Year ended 27 April 2019
honeybee
£million
Spain
£million
Sprint Joint
Venture
£million
Other
£million
Total
£million
(5)
8
3
—
—
—
—
—
—
(3)
—
(3)
(8)
8
—
Year ended 28 April 2018
honeybee
£million
Spain
£million
Sprint Joint
Venture
£million
Other
£million
Total
£million
(7)
(12)
(19)
(3)
44
41
(2)
14
12
1
—
1
(11)
46
35
c) Assets and liabilities held for sale
The assets and liabilities held for sale relate to the honeybee operations. The major classes of assets and liabilities
comprising the operations classified as held for sale are as follows:
27 April
2019
£million
28 April
2018
£million
—
—
—
—
—
—
8
9
17
(2)
(2)
15
Intangible assets
Trade receivables
Total assets classified as held for sale
Deferred income
Total liabilities classified as held for sale
Net assets of disposal group
160
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
25 Financial risk management and derivative financial instruments
Financial instruments that are measured at fair value in the financial statements require disclosure of fair value
measurements by level based on the following fair value measurement hierarchy:
– Level 1 – quoted prices (unadjusted) in active markets for identical assets and liabilities;
– Level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability either directly
(that is, as prices) or indirectly (that is, derived from prices); and
– Level 3 – inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
The Group has classified network commission receivables as contract assets as defined by IFRS15. The measurement
of certain network commission contract assets is a key source of estimation uncertainty. An explanation of the valuation
method and an analysis of the sensitivity of the carrying value of contract assets to the assumptions and estimates of this
method has been provided below in note 25(h). The carrying value of such ongoing network commission contract assets
(net of commission received at the point of connection) is £797 million (2017/18: £1,057 million). These contract assets are
categorised as level 3 in the fair value hierarchy as the valuation requires the use of significant unobservable inputs.
An explanation of the valuation methodologies and the inputs to the models are provided below for network commission.
Listed investments held are categorised as level 1 in the fair value hierarchy and are valued based on quoted bid prices in
an active market.
Contingent consideration is categorised as level 3 in the fair value hierarchy as the valuation requires the use of significant
unobservable inputs. An explanation of the valuation methodologies and the inputs to the valuation model is provided in
note 17.
The significant inputs required to fair value the Group’s remaining financial instruments that are measured at fair value on
the balance sheet, being derivative financial assets and liabilities, are observable and are classified as level 2 in the fair
value hierarchy. There have also been no transfers of assets or liabilities between levels of the fair value hierarchy.
Fair values have been arrived at by discounting future cash flows (where the impact of discounting is material), assuming
no early redemption, or by revaluing forward currency contracts and interest rate swaps to period end market rates as
appropriate to the instrument.
The directors consider that the book value of financial assets and liabilities recorded at amortised cost and their fair value
are not materially different.
The book value and fair value of the Group’s financial assets, liabilities and derivative financial instruments are as follows:
Investments (1)
Cash and cash equivalents (2)
Trade and other receivables excluding derivative financial assets (2)
Contract Assets
Net derivative financial assets (3)
Net derivative financial liabilities (3)
Trade and other payables (4)
Contract liabilities
Finance leases (4)
Deferred and contingent consideration (3)
Loans and other borrowings (4)
(1) Held at fair value through other comprehensive income investment
(2) Classified as loans and receivables and held at amortised cost
(3) Held at fair value through profit and loss
(4) Held at amortised cost
27 April
2019
£million
18
125
673
653
12
—
(2,330)
—
(83)
(5)
(307)
28 April
2018
£million
17
228
1,569
—
20
—
(2,523)
—
(86)
(13)
(392)
161
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
25 Financial risk management and derivative financial instruments continued
Offsetting financial assets and financial liabilities
The Group has forward foreign exchange contracts and cash that are subject to enforceable master netting arrangements.
(i) Financial assets
Forward foreign exchange
contracts*
Cash and cash equivalents
Forward foreign exchange
contracts*
Cash and cash equivalents
(ii) Financial liabilities
Forward foreign exchange
contracts*
Cash and cash equivalents
Forward foreign exchange
contracts*
Cash and cash equivalents
Gross amounts of
recognised financial
assets
£million
Gross amounts of
recognised financial
liabilities set off in the
balance sheet
£million
Net amounts of
financial assets
presented in the
balance sheet
£million
Financial instruments
not set off in the
balance sheet
£million
18
665
683
—
(540)
(540)
18
125
143
(6)
—
(6)
Gross amounts of
recognised financial
assets
£million
Gross amounts of
recognised financial
liabilities set off in the
balance sheet
£million
Net amounts of financial
assets presented in the
balance sheet
£million
Financial instruments
not set off in the
balance sheet
£million
27
1,383
1,410
—
(1,155)
(1,155)
27
228
255
(7)
—
(7)
Gross amounts of
recognised financial
liabilities
£million
Gross amounts of
recognised financial
assets set off in the
balance sheet
£million
Net amounts of
financial liabilities
presented in the
balance sheet
£million
Financial instruments
not set off in the
balance sheet
£million
(6)
(559)
(565)
—
540
540
(6)
(19)
(25)
6
—
6
Gross amounts of
recognised financial
liabilities
£million
Gross amounts of
recognised financial
assets set off in the
balance sheet
£million
Net amounts of financial
liabilities presented in
the balance sheet
£million
Financial instruments
not set off in the
balance sheet
£million
(7)
(1,198)
(1,205)
—
1,155
1,155
(7)
(43)
(50)
7
—
7
27 April 2019
Net amount
£million
12
125
137
28 April 2018
Net amount
£million
20
228
248
27 April 2019
Net amount
£million
—
(19)
(19)
28 April 2018
Net amount
£million
—
(43)
(43)
* The forward foreign exchange contract assets and liabilities are recognised within the statement of financial position as derivative assets and
derivative liabilities respectively. The change in fair value of the forward foreign exchange contract assets is accounted for as a qualifying cash
flow hedge in the Group’s translation reserve.
a) Financial risk management policies
The Group’s activities expose it to certain financial risks including market risk (such as foreign exchange risk and interest
rate risk), credit risk and liquidity risk. The Group’s treasury function, which operates under treasury policies approved by
the Board, uses certain financial instruments to mitigate potentially adverse effects on the Group’s financial performance
from these risks. These financial instruments consist of bank loans and deposits, spot and forward foreign exchange
contracts, foreign exchange swaps and interest rate swaps.
Throughout the period under review, in accordance with Group policy, no speculative use of derivatives, foreign exchange
or other instruments was permitted. No contracts with embedded derivatives have been identified and, accordingly, no
such derivatives have been accounted for separately.
162
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25 Financial risk management and derivative financial instruments continued
b) Foreign exchange risk
The Group undertakes certain transactions that are denominated in foreign currencies and as a consequence has exposure
to exchange rate fluctuations. These exposures primarily arise from inventory purchases, with most of the Group’s
exposure being to Euro, Norwegian Krone and US Dollar fluctuations. The Group uses spot and forward currency contracts
to mitigate these exposures, with such contracts designed to cover exposures ranging from one month to one year.
The translation risk on converting overseas currency profits or losses is not hedged and such profits or losses are
converted into Sterling at average exchange rates throughout the year. The Group’s principal translation currency
exposures are the Euro and Norwegian Krone.
At 27 April 2019, the total notional principal amount of outstanding currency contracts was £2,004 million (2017/18:
£1,718 million) and had a fair value of £12 million asset (2017/18: £20 million asset). Monetary assets and liabilities and
foreign exchange contracts are sensitive to movements in foreign exchange rates. This sensitivity can be analysed in
comparison to year end rates (assuming all other variables remain constant) as follows:
10% movement in the US dollar exchange rate
10% movement in the Euro exchange rate
10% movement in the Swedish Krona exchange rate
10% movement in the Danish Krone exchange rate
10% movement in the Norwegian Krone exchange rate
10% movement in the Chinese Yuan Offshore exchange rate
Year ended
27 April 2019
Year ended
28 April 2018
Effect on
headline
profit before
tax
£million
Effect on
total equity
£million
Effect on
headline
profit before
tax
£million
Effect on
total equity
£million
—
—
—
—
—
—
13
61
29
26
17
7
—
—
—
—
—
—
13
59
28
26
17
6
c) Interest rate risk
The Group’s interest rate risk arises primarily on cash, cash equivalents and loans and other borrowings, all of which are
at floating rates of interest and which therefore expose the Group to cash flow interest rate risk. These floating rates are
linked to LIBOR and other interest rate bases as appropriate to the instrument and currency. Future cash flows arising from
these financial instruments depend on interest rates and periods agreed at the time of rollover. Group policy permits the
use of long term interest rate derivatives in managing the risks associated with movements in interest rates.
The effect on the income statement and equity of 100 basis point movements in the interest rate for the currencies in which
most Group cash, cash equivalents, loans and other borrowings are denominated and on which the valuation of most
derivative financial instruments is based is as follows, assuming that the year end positions prevail throughout the year:
Year ended
27 April 2019
Effect on
headline
profit before
tax increase
/ (decrease)
£million
Effect on
total equity
increase /
(decrease)
£million
Effect on
headline
profit before
tax increase /
(decrease)
£million
Year ended
28 April 2018
Effect on
total equity
increase /
(decrease)
£million
1% increase in the Sterling interest rate
1
(1)
—
—
d) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Group manages its exposure to liquidity risk by
reviewing regularly the long term and short term cash flow projections for the business against the resources available to it.
In order to ensure that sufficient funds are available for ongoing and future developments, the Group has committed bank
facilities, excluding overdrafts repayable on demand, totalling £1,050 million (2017/18: £1,050 million). Further details of
committed borrowing facilities are shown in note 18.
163
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
25 Financial risk management and derivative financial instruments continued
d) Liquidity risk continued
The table below analyses the Group’s financial liabilities and derivative assets and liabilities into relevant maturity
groupings. The amounts disclosed in the table are the contractual undiscounted cash flows, including both principal and
interest flows, assuming that interest rates remain constant and that borrowings are paid in full in the year of maturity.
27 April 2019
Finance leases
Derivative financial instruments – payable:
Forward foreign exchange contracts
Interest rate swaps
Derivative financial instruments – receivable:
Forward foreign exchange contracts
Loans and other borrowings
Deferred consideration
Trade and other payables
28 April 2018
Finance leases
Derivative financial instruments – payable:
Forward foreign exchange contracts
Interest rate swaps
Derivative financial instruments – receivable:
Forward foreign exchange contracts
Loans and other borrowings
Deferred consideration
Trade and other payables
In more than
one year but
not more
than five
years
£million
Within
one year
£million
In more than
five years
£million
Total
£million
(9)
(41)
(82)
(132)
(1,992 )
—
2,004
(25)
(1)
(2,191)
—
—
—
(303)
(4)
(139)
In more than
one year but
not more
than five
years
£million
Within
one year
£million
—
—
—
—
—
—
(1,992)
—
2,004
(328)
(5)
(2,330)
In more than
five years
£million
Total
£million
(9)
(38)
(92)
(139)
(1,697)
(1)
1,718
(70)
(1)
(2,345)
—
—
—
(357)
(12)
(178)
—
—
—
—
—
—
(1,697)
(1)
1,718
(427)
(13)
(2,523)
e) Credit risk
Credit risk is the risk of financial loss to the Group if a counterparty fails to meet its contractual obligations, and arises
principally from the Group’s receivables from consumers. The Group’s exposure to credit risk is regularly monitored and
the Group’s policy is updated as appropriate.
On the 29 April 2018 the Group adopted IFRS 9 and the associated Expected Credit Loss (ECL) model. For details of
transition and adoption please refer to note 31.
Cash and cash equivalents and derivative assets are considered low risk financial instruments as they are held at banks
that are investment grade, with a strong capacity to meet their contractual cash flow obligations in the near term and
whose ability to pay will not necessarily be hampered by adverse changes in economic or business conditions. The credit
risk associated with cash and cash equivalents and derivative financial instruments are closely monitored and credit ratings
are used in determining maximum counterparty credit risk.
The Group’s contract assets, which are generally owed to the Group by major multi-national enterprises with whom the
Group has well-established relationships and are consequently not considered to add significantly to the Group’s credit
risk exposure. In addition, credit risk is also inherently associated with the MNO end subscribers. Details of the sensitivity
analysis of a change in credit risk associated with the MNO subscriber is detailed below (consumer default rates).
Exposure to credit risk associated with the MNO subscriber is managed through an extensive consumer credit checking
process prior to connection with the network. The large volume of MNO subscribers reduces the Group’s exposure to
concentration of credit risk.
164
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25 Financial risk management and derivative financial instruments continued
e) Credit risk continued
For the Group’s trade and other receivables in the UK and Nordics, it has adopted the simplified approach to calculating
expected credit losses allowed by IFRS 9. Historical credit loss rates are applied consistently to groups of financial
assets with similar risk characteristics. These are then adjusted for known changes in, or any forward-looking impacts on
creditworthiness. In Greece the Group has adopted both the simplified approach for business to business and a debtor by
debtor expected credit loss model based on the probability of default.
The Group reviews several factors when considering a significant increase in credit risk including but not limited to: Credit
rating changes; Adverse changes in general economic and/or market conditions; material changes in the operating results
or financial position of the debtor.
Indicators that an asset is credit-impaired would include observable data in relation to the financial health of the debtor:
Significant financial difficulty of the issuer or the debtor; the debtor breaches contract; it is probable that the debtor will
enter bankruptcy or financial reorganisation.
Most groups of receivables have immaterial levels of credit risk. For material concentrations of credit risk, the asset type
and notional is set out below:
UK – PC World Business (B2B)
UK – DSG Retail – Main Sales Ledger
UK – CPW Concessions
Nordics – Business to Business
Nordics – Franchise Debtors
Greece – Business to Business
Greece – Franchise Debtors
Greece – Consumer Credit
Greece – Main Sales Ledger
The weighted average loss rates and write offs in each region are as follows:
UK and Nordics – Simplified approach
Not Yet Due
0-90 Days
91-180 Days
180+ Days
Greece – Mixed approach
Greece – Business to Business
Greece – Franchise Debtors
Greece – Consumer Credit
Greece – Franchise Debtors
27 April
2019
£million
8
33
2
29
21
4
3
17
3
27 April 2019
Gross amounts
of recognised
financial assets
£million
Weighted
Average loss
rates
Expected
Credit Loss
£million
76
7
3
7
93
0.5%
2.5%
19.6%
79.1%
—
—
1
6
7
Gross amounts
of recognised
financial assets
£million
27 April 2019
Expected
Credit Losses
£million
4
3
17
3
27
—
2
1
2
5
The Group’s funding is reliant on its £1,050 million bank facilities, which are provided by nine banks; these institutions are
adequately capitalised to continue to meet their obligations under the facility.
The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents
the Group’s maximum exposure to credit risk.
165
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
25 Financial risk management and derivative financial instruments continued
f) Capital risk
The Group manages its capital to ensure that entities within the Group will be able to continue as going concerns, whilst
maximising the return to shareholders through a suitable mix of debt and equity. The capital structure of the Group
consists of cash and cash equivalents, loans and other borrowings and equity attributable to equity holders of the
Company, comprising issued capital, reserves and accumulated profits. Except in relation to minimum capital requirements
in its insurance business, the Group is not subject to any externally imposed capital requirements. The Group monitors its
capital structure on an ongoing basis, including assessing the risks associated with each class of capital.
g) Derivatives
Derivative financial instruments comprise forward foreign exchange contracts, foreign exchange swaps and interest rate
swaps. The Group has designated financial instruments under IFRS 9 as follows:
Cash flow hedges
Foreign exchange
The objective of the Group’s policy on foreign exchange hedging is to protect the Group from adverse currency
fluctuations and to gain greater certainty of earnings by protecting the Group from sudden currency movements. All
hedging of foreign currency exposures is managed centrally within the Group Treasury function. The Group analyses
its exposure to FX rate movements without assuming any correlations between currency pairs and uses this analysis to
hedge up to the level prescribed in its transactional hedging policy. The Group generally prefers to use vanilla forward FX
contracts as hedging instruments for hedges of forecasted transactions. The Group adopts a layering approach in defining
its hedged items so that all its hedges are eligible for IFRS 9 cash flow hedge accounting. The Group has a policy that
all its FX rate derivatives must be eligible for hedge accounting. The Group can use more complex derivatives including
options when management considers that they are more appropriate, based on management’s views on potential FX rate
movements.
Any amendments to the Group’s policies or strategy on managing foreign currency risk must be approved by the Group’s
Tax and Treasury Committee.
At 27 April 2019 the Group had forward and swap foreign exchange contracts in place with a notional value of
£1,492 million (2017/18: £1,485 million) and a fair value of £11 million asset (2017/18: £19 million asset) that were
designated and effective as cash flow hedges. These contracts are expected to cover exposures ranging from one month
to one year. The fair value of derivative foreign exchange contracts and foreign exchange swaps not designated as cash
flow hedges was £1 million asset (2017/18: £1 million asset).
As of 27 April 2019, the Group holds the following levels of interest rate hedging derivatives (interest rate swaps) to hedge
its exposure to fluctuating interest rates over the next 3 years:
Notional amount
Fixed rate
Date of Maturity
June
2019
50
December
2019
20
June
2020
20
December
2020
10
June
2021
10
0.51% 0.64% 0.61% 0.76% 0.71%
Interest rate
The Group’s interest rate risk management objective is to limit the amount of additional expense incurred if interest rates
rise to unexpected levels. To manage the interest rate exposure, the Group generally enters interest rate swaps, in which
the Group agrees to exchange, at specified intervals, the difference between fixed and variable rate interest amounts
calculated by reference to an agreed-upon notional principal amount. The Group monitors and manages its interest rate
risk individually in each currency and it does not make any assumptions about how interest rates in different currencies
may move in tandem.
Any amendments to the Group’s policies or strategy on managing Interest rate risk must be approved by the Group’s Tax
and Treasury Committee.
The Group held interest rate swaps with a notional value of £110 million (2017/18: £130 million) and a fair value of £nil
(2017/18: £1 million) whereby the Group receives a floating rate of interest based on LIBOR and pays a fixed interest rate.
These contracts mature between June 2019 and June 2021.
166
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25 Financial risk management and derivative financial instruments continued
g) Derivatives continued
Possible sources of ineffectiveness are scenarios where future flows are delayed to a later period or brought forward to a
prior period. Ineffectiveness can also be caused by credit risk (both own risk and that of the counterparty). All hedges are
expected to be highly effective.
No ineffectiveness has been recognised in the Groups income statement over the period.
As of 27 April 2019, the Group holds the following levels of foreign exchange hedging derivatives (foreign exchange
forwards) to hedge its exposure to fluctuating interest rates of the next 12 months:
UK
Date of Maturity
May-
2019
Jun-
2019
Jul-
2019
Aug-
2019
Sept-
2019
Oct-
2019
Nov-
2019
Dec-
2019
Jan-
2020
Feb-
2020
Mar-
2020
Apr-
2020
USD (hedging
instrument flow £million)
Average hedge rate
EUR (hedging
instrument flow £million)
Average hedge rate
CNY (hedging
instrument flow £million)
9
1.304
9
1.310
7
1.326
5
1.296
4
1.309
6
1.319
2
1.301
4
1.318
7
1.311
3
1.315
2
1.349
1
1.330
2
1.124
2
1.130
1
1.120
1
1.120
1
1.117
1
1.115
1
1.126
—
1.130
1
1.116
—
1.132
—
1.154
—
1.145
10
7
11
8
7
8
5
5
5
3
3
2
Average hedge rate
8.963
8.893
8.957
9.000
8.972
8.962
9.053
8.988
8.832
8.936
9.021
8.961
Nordics
Date of Maturity
May-
2019
Jun-
2019
Jul-
2019
Aug-
2019
Sept-
2019
Oct-
2019
Nov-
2019
Dec-
2019
Jan-
2020
Feb-
2020
Mar-
2020
Apr-
2020
USD (hedging
instrument flow £million)
Average hedge rate
EUR (hedging
instrument flow £million)
Average hedge rate
SEK (hedging
instrument flow £million)
Average hedge rate
DKK (hedging
instrument flow £million)
Average hedge rate
8
8.197
8
8.377
9
8.294
9
8.322
9
8.483
9
8.341
7
8.312
9
8.559
8
8.441
3
8.294
2
8.684
2
8.461
79
9.707
76
9.789
96
9.703
80
9.741
71
9.891
71
9.740
52
9.754
66
9.929
66
9.859
25
9.833
20
9.939
17
9.819
(23)
1.069
(29)
1.061
(36)
1.064
(20)
1.067
(29)
1.059
(29)
1.063
(20)
1.061
(38)
1.054
(34)
1.051
(11)
1.058
(8)
1.063
(9)
1.067
(17)
0.767
(23)
0.763
(21)
0.769
(17)
0.763
(25)
0.755
(18)
0.765
(12)
0.766
(20)
0.754
(19)
0.757
(5)
0.758
(5)
0.748
(7)
0.760
Ireland
Date of Maturity
May-
2019
Jun-
2019
Jul-
2019
Aug-
2019
Sept-
2019
Oct-
2019
Nov-
2019
Dec-
2019
Jan-
2020
Feb-
2020
Mar-
2020
Apr-
2020
GBP (hedging
instrument flow £million)
Average hedge rate
7
1.123
6
1.131
5
1.125
6
1.119
5
1.125
7
1.184
5
1.134
10
1.143
11
1.132
2
1.130
1
1.160
1
1.145
The following impacts on the financial statements of the Group are referenced in the statement of comprehensive income:
– The amount recognised in other comprehensive income during the period.
– The amount removed from equity and included in profit or loss for the period.
– The amount removed from equity during the period and included in the initial measurement of the acquisition cost or
other carrying amount of a non-financial asset or non- financial liability in a hedged highly probable forecast transaction.
167
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
25 Financial risk management and derivative financial instruments continued
h) Network commission receivables consumer behaviour risk
Under certain arrangements with MNOs, the commission receivable for the monthly consumer connections to the MNOs
depends on consumer behaviour and potential impacts of future regulatory changes after the point of connection. A
discounted cash flow methodology is used to measure the fair value of the revenue and contract assets in the month of
connection, by estimating all future cash flows that will be received from the MNO and discounting these based on their
timing of receipt. Subsequently network commission receivables are measured at the present value of the estimated future
cash flows.
The key inputs to the model are:
– revenue share percentage – the percentage of the consumer’s spend (to the MNO) to which the Group is entitled;
– minimum contract period – the length of contract entered into by the consumer;
– out-of-bundle spend – additional spend by the consumer measured as a % of total spend;
– consumer default rate – rate at which consumers disconnect from the MNO;
– spend beyond the initial contract period – period of time the consumer remains connected to the MNO after the initial
contract term; and
– upgrade propensity – the % of consumers initially connected by the Group estimated to be subsequently upgraded by
an MNO.
The last four inputs are estimated based on extensive historical evidence obtained from the networks, and adjustment is
made for the risk of potential changes in consumer behaviour or potential regulatory changes. Reliance on historical data
assumes that current and future experience will follow past trends, there is therefore a risk that changes in consumer
behaviour or potential future regulatory changes reduce or increase the total cash flows ultimately realised over the
forecast period. Management make a quarterly, and the directors a twice-yearly assessment of this data to ensure this
continues to reflect the best estimate of expected future trends.
The tables below provide the sensitivity of the carrying value of the network commission receivables to a reasonably
possible change in input to the discounted cash flow model over the next 12 months. The gross value of the network
commission receivable subject to the below sensitivities is £1,294 million (2017/18: £1,545 million):
168
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25 Financial risk management and derivative financial instruments continued
h) Network commission receivables consumer behaviour risk continued
Relationship of unobservable inputs to
remeasurement of carrying value
Favourable
£million
Unfavourable
£million
Reasonably possible
range of assumptions(2)
Sensitivity(1)
27 April 2019
Unobservable inputs
Out-of-bundle spend
Consumer default rate
Upgrade propensity
28 April 2018
Unobservable inputs
Out-of-bundle spend
Consumer default rate
Spend after the initial contract term The higher the spend, the higher
The higher the spend, the higher
the carrying value
The higher the default rate, the
lower the carrying value
the carrying value
The higher the propensity, the
higher the carrying value
The higher the spend, the higher
the carrying value
The higher the default rate, the
lower the carrying value
(16) 3% - 13%
(6)
3% - 16% -
New subscribers
1% - 2% -
Upgrades
(40) 1.4 months -
4.0 months
(6) 14% - 35%
16
6
—
6
Sensitivity(1)
15
7
37
27
(15) 5% - 15%
(7)
3% - 17% -
New subscribers
1% - 2% -
Upgrades
1.7 months -
4.1 months
(37)
(27) 12% - 36%
Relationship of unobservable inputs to
remeasurement of carrying value
Favourable
£million
Unfavourable
£million
Reasonably possible
range of assumptions (2)
Spend after the initial contract term The higher the spend, the higher
Upgrade propensity
the carrying value
The higher the propensity, the
higher the carrying value
(1)
(2)
(3)
The sensitivity represents the favourable and / or unfavourable effect on the income statement of remeasuring the carrying value for a
reasonably possible change in the value of the input used. Whilst the nature of inputs is consistent across all MNOs the value applied differs
on a MNO by MNO basis. The sensitivity analysis performed has applied a reasonably possible change on an input by input and MNO by
MNO basis. The amounts shown above are the cumulative sensitivities for each input across all MNOs.
The reasonably possible range of assumptions disclosed is based on the high and low range of each unobservable input, across all MNOs,
based on the movements seen in the last three years and including our consideration of reasonable further changes in consumer behaviour
in the following 12 months. The sensitivities, which fall within this range, have been applied to the unobservable inputs on a MNO by MNO
basis on the relevant element of the gross receivable.
The value of commission receivable used for consumer default rate represents the total of in-contract commissions for the relevant MNOs,
as the percentage default rate applied is over this total balance.
Changes in range of assumptions
Ranges of assumptions used in the sensitivity analysis above evolve year on year to reflect the latest data provided by the
MNOs and actual variances experienced by management and consideration of future changes in consumer behaviour or
potential regulatory changes. Out of bundle spend ranges have decreased to reflect the lower rates applied as a result of
EU regulation capping the charges which can be applied to intra-EU calls and texts.
From 15 February 2020 new Ofcom regulation requires MNOs to notify consumers that their contracts are ending. This may
lead to further changes in consumer behaviour which could impact the valuation of the network commission receivable
through a decrease in spend after the initial contract term assumption, or indeed an offsetting increase in upgrade
propensity assumption. Potential changes to consumer behaviour as a result of this regulation have been considered in
setting the assumptions that support the receivable together with determining the sensitivities applied above.
169
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
25 Financial risk management and derivative financial instruments continued
h) Network commission receivables consumer behaviour risk continued
We consider that there are significant interdependencies between movements in the various inputs, in particular experience
shows an inverse relationship between upgrade propensity and spend after the initial contract term (a decrease in the
period of spend after the initial terms leads to an increase in upgrade propensity), and therefore these sensitivities should
not be considered in aggregate. The significant unobservable inputs in determining the amortised cost carrying values
used in the table above are the same significant unobservable inputs that would be required if the network commission
receivable was measured at fair value on the balance sheet. In addition, the fair value would be impacted by changes in
interest rates and counterparty credit risk.
Changes in relation to network commission contract assets, for consumer connections recognised in previous years,
due to changes in assumptions resulted in a decrease in revenue of £32 million in the current year (2017/18: £30 million
decrease in revenue). In the current year, this principally relates to changes in anticipated out-of-bundle spend following
bill-capping legislation in October 2018 and a reduction in spend after the initial contract term. In 2017/18, this principally
related to changes in anticipated out-of-bundle spend assumptions following EU roaming legislation changes.
Payment terms with the MNOs are based on a mix of cash received upon connection and future payments as the MNO
receives monthly instalments from end consumers over the life of the consumer contract. The gross commission receivable
in any month is settled for certain MNOs net of 1/24th of the amount received on connection. Initial commission received
not yet subject to net settlement is subject to clawback should the consumer default on its contract with the MNO. The
total gross network commission receivable at 27 April 2019 is £1,294 million (28 April 2018: £1,545 million) which is offset
by commission received of £497 million (28 April 2018: £488 million), resulting in net network commission contract assets
of £797 million (28 April 2018: £1,057 million).
Cash flows in association with the network commission contract assets are received over a period of 1–5 years. The
expected timing of net cash flow settlement of commission is as follows:
Net network commission contract assets in less than 1 year
Net network commission contract assets in more than 1 year
Net network commission receivable presented in the balance sheet
26 Notes to the cash flow statement
a) Reconciliation of operating profit to net cash inflow from operating activities
(Loss) / profit before interest and tax – continuing operations
Loss before interest and tax – discontinued operations
Depreciation and amortisation
Investment income
Share-based payment charge
Share of results of joint ventures
Profit on disposal of subsidiary
Profit / loss on disposal of fixed assets
Impairments and other non-cash items (See note 4(v))
Operating cash flows before movements in working capital
Movements in working capital:
Increase in inventory
Decrease / (increase ) in receivables
(Decrease) / increase in payables
Increase / (decrease) in provisions
27 April
2019
£million
444
353
797
28 April
2018
£million
587
470
1,057
Year ended
27 April
2019
£million
Year ended
28 April
2018
£million
(223)
(14)
174
—
21
—
—
—
347
305
(26)
226
(182)
54
72
321
(83)
204
—
14
3
(2)
(1)
56
512
(72)
(32)
17
(5)
(92)
Cash generated from operations
377
420
170
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
26 Notes to the cash flow statement continued
b) Analysis of net debt
The presentation of the above reconciliation and statement of cash flows include both continuing and discontinued
operations. Comparative amounts have been presented accordingly.
Cash and cash equivalents
Overdrafts
Borrowings due within one year
Borrowings due after more than one year
Obligations under finance leases
Net (debt)
Cash and cash equivalents
Overdrafts
Borrowings due within one year
Borrowings due after more than one year
Obligations under finance leases
Net (debt) / funds
29 April
2018
£million
Cash flow
£million
Other
non-cash
movements
£million
Currency
translation
£million
27 April
2019
£million
228
(43)
185
(20)
(329)
(85)
(434)
(249)
(97)
24
(73)
20
41
8
69
(4)
—
—
—
—
—
(6)
(6)
(6)
(6)
—
(6)
—
—
—
—
(6)
125
(19)
106
—
(288)
(83)
(371)
(265)
30 April
2017
£million
Cash flow
£million
Other
non-cash
movements
£million
Currency
translation
£million
28 April
2018
£million
209
(10)
199
—
(381)
(89)
(470)
(271)
21
(33)
(12)
(20)
52
10
42
30
—
—
—
—
—
(6)
(6)
(6)
(2)
—
(2)
—
—
—
—
(2)
228
(43)
185
(20)
(329)
(85)
(434)
(249)
c) Reconciliation of cash inflow from operations to free cash flow
Cash inflow from operations
Operating cash flows from discontinued operations(1)
Taxation
Interest, facility arrangement fees, dividends from investments and repayment of finance leases
Capital expenditure
Proceeds from disposal of fixed assets
Other movements
Free cash flow
Year ended
27 April
2019
£million
Year ended
28 April
2018
£million
377
8
(45)
(30)
(166)
9
—
153
420
11
(63)
(24)
(173)
2
(1)
172
(1)
Operating cash flows from discontinued operations are removed in the above reconciliation as free cash flow is presented on a continuing
basis.
171
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Group
Financial Statements continued
26 Notes to the cash flow statement continued
d) Changes in liabilities arising from financing activities
The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-
cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be,
classified in the Group’s consolidated cash flow statement as cash flows from financing activities.
Loans and other borrowings (note 18)
Finance lease liabilities (note 19)
Other financing accruals
(i) Other changes include interest accruals.
29 April
2018
£million
Financing
cash flows
£million
Disposal
of finance
leases
£million
Other
changes(i)
£million
27 April
2019
£million
(349)
(85)
—
(434)
61
8
—
69
—
—
—
—
—
(6)
—
(6)
(288)
(83)
—
(371)
27 Related party transactions
Transactions between the Group’s subsidiary undertakings, which are related parties, have been eliminated on
consolidation and accordingly are not disclosed. See note 5 (a) for details of related party transactions with key
management personnel.
The Group had the following transactions and balances with its associates and joint venture:
Revenue from sale of goods and services
Amounts owed to the Group
All transactions entered into with related parties were completed on an arm’s length basis.
28 Capital commitments
Intangible assets
Property, plant & equipment
Contracted for but not provided for in the accounts
29 Operating lease arrangements
The Group as a lessee
Total undiscounted future committed payments due for continuing operations are as follows:
27 April
2019
£million
13
2
28 April
2018
£million
11
2
27 April
2019
£million
28 April
2018
£million
15
6
21
29
23
52
Total undiscounted future committed payments due:
Within one year
Between two and five years
After five years
27 April 2019
28 April 2018
Land and
buildings
£million
Other assets
£million
Land and
buildings
£million
Other assets
£million
316
896
616
12
11
—
324
932
576
1,828
23
1,832
14
17
—
31
Operating lease commitments represent rentals payable for retail, distribution and office properties, as well as vehicles,
equipment and office equipment. Contingent rentals are payable on certain retail store leases based on store revenues and
figures shown include only the minimum rental component.
172
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
29 Operating lease arrangements continued
The above figures include committed payments under onerous lease contracts for which provisions or accruals exist on the
balance sheet, including those for businesses exited.
The future minimum sub-lease payments expected to be received under non-cancellable sub-leases is £9 million (2017/18:
£6 million).
30 Contingent liabilities
In recent years the Group has entered into agreements to dispose of certain operations. As part of these disposal
agreements, the Group has provided the acquirer with general and tax-related warranties. At the date of signing these
financial statements, some of these warranties remain open and it is possible that claims could arise under these
warranties. Due to the nature of these contingent liabilities, it is not practicable to estimate their timing or possible financial
impact.
The Group is subject to periodic tax and regulatory audits and investigations by various authorities covering corporate,
employee and sales taxes and other regulations across various jurisdictions in which the Group operates. Applicable laws
and regulations are subject to differing interpretations and the resolution of a final position, through negotiation or litigation,
can take several years to complete.
The Group continues to cooperate with HMRC in relation to open tax enquiries arising from pre-merger legacy corporate
transactions in the Carphone Warehouse group. The potential range of tax exposures relating to these is estimated to be
approximately £nil - £220 million excluding interest and penalties. Based on the strength of third party legal advice it is not
considered probable that these enquiries will result in an economic outflow to the Group and therefore no provision has
been made, however, as the likelihood of litigation has increased in the period the matter has been disclosed.
31 Changes in accounting policies
For the year ended 27 April 2019 the Group has adopted the following standards which became applicable; IFRS 15:
‘Revenue from Contracts with Customers’ and IFRS 9: ‘Financial Instruments: Recognition and Measurement’. Both
standards have been applied using the modified retrospective approach, and therefore comparative amounts have not
been restated. All transitional impact has been recognised in opening reserves as at 29 April 2018.
IFRS 9: ‘Financial Instruments: Recognition and Measurement’
The Group has adopted IFRS 9 – ‘Financial Instruments’, replacing IAS 39 ‘Financial Instruments: Recognition and
Measurement’, and includes revised guidance on the classification of financial assets, impairment and hedge accounting.
The Group has taken advantage of the exemption allowing it not to restate comparative information for the prior periods
with respect to classification and measurement changes under IFRS 9. Differences in the carrying amounts of financial
assets and liabilities as a result of the adoption of IFRS 9 have therefore been recognised in the Groups opening retained
earnings.
Revised policies
The Group has made the following changes to accounting policies in respect of the implementation of IFRS 9:
Classification of financial assets and liabilities
IFRS 9 contains three classifications of financial assets; measured at amortised cost, fair value through other
comprehensive income (FVTOCI) and fair value through profit and loss (FVTPL), replacing categories of assets previously
applied under IAS 39 such as held to maturity, loans and receivables and available for sale. Guidance set out by IFRS 9
states that the business model of the entity which holds the financial asset and its contractual cash flow characteristics
determine how the asset is classified.
Under IAS 39, for the comparative period, trade and other receivables (excluding derivative financial assets) are recognised
at fair value and subsequently held at amortised cost, less provision for impairment. An impairment would be recognised
through the income statement if there was objective evidence that the Group would not be able to recover the full amount
of the receivable. As at 29 April 2019, in accordance with IFRS 9, said trade and other receivables were classified as
measured at amortised cost.
For the year ended 28 April 2018 the movement in the Group’s investment in Unieuro operations had been taken to
other comprehensive income as classified as an available-for-sale investment in accordance with IAS 39. As at 29 April
2018, the Group made the irrevocable election to continue to recognise the movement in the investment value in other
comprehensive income by classifying the investment as FVTOCI, in accordance with IFRS 9, as the investment is not held
for trading as it was not acquired principally for the purpose of selling in the near term.
173
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements Notes to the Group
Financial Statements continued
31 Changes in accounting policies continued
A readily-determinable fair value is available based on the market price of the listed shares, and the investment has
therefore been valued at £18 million (2017/18: £17 million). The fair valuation techniques are outlined in note 25. During the
year ended 27 April 2019, the Group recognised £1 million (2017/18: £1 million) dividends received from equity instruments
designated at FVTOCI in other income.
Under IFRS 9, equity investments are held at fair value including those that do not have a quoted price in an active market
for an identical instrument. The adoption of IFRS 9 has not had a significant effect on the Group’s accounting policies for
financial liabilities.
Impairment of financial assets
The ‘incurred loss’ model previously applied under IAS 39 has been replaced as at 29 April 2018 with an ‘expected credit
loss’ (ECL) model under IFRS 9. The Group applies the simplified model to recognise lifetime expected credit losses
for its trade receivables and other receivables by making an accounting policy election. The new impairment model
applies to loans, leases (IAS 17), trade debtors, securities, contract assets under IFRS15, financial guarantees and loan
commitments. The application of the model has led to a change in the recognition of credit losses by bringing forward the
impact of future expected credit losses, replacing the previous policy under event driven circumstances as per IAS 39. The
financial assets affected by this change largely relate to credit receivables in Greece, franchise receivables in Nordics and
Greece and the B2B businesses in the UK & Ireland electricals operating segment. The adoption of IFRS 9 did not have a
significant impact on the network commission receivable in UK & Ireland mobile. The overall impact has been a reduction
in opening reserves of £2 million.
Hedge accounting
The Group has elected to adopt the IFRS 9 model on its existing hedges at implementation date and for all hedging going
forward. All hedge relationships previously designated under IAS 39 at 28 April 2018 have met the criteria for hedge
accounting under IFRS 9 on 29 April 2018, as such are regarded as continuing hedging relationships and align with the
Group’s risk management objectives set out in its risk management strategy detailed in note 25a. The Group now only
applies a forward-looking approach to assessing its hedge effectiveness and monitors to ensure that credit risk does not
dominate its hedge relationships.
The Group uses derivative financial instruments to protect from volatility in foreign exchange rates on its foreign currency
stock purchases / sales and interest rate fluctuations on its floating rate debt. The Group uses the derivatives to hedge
highly probable forecast transactions and with the purpose of fixing floating rate debt and therefore the instruments all
hedges are designated as cash flow hedges.
Derivatives are recognised at fair value at inception and are subsequently measured at fair value until maturity. The
effective element of any gain or loss from the revaluation of the hedging instrument is recognised in the Group’s hedging
reserves. The cumulative gain or loss related to hedging instruments is recycled from the Group Statement of Changes
in Equity into the Group’s Income Statement during the period at which the hedged item impacts the Group’s Income
Statement. Any ineffectiveness is recognised immediately in the Group Income Statement within financing costs. For
hedges of forecast inventory payments, the amounts accumulated in the cash flow hedge reserve are recycled directly in
the initial cost of the inventory item (a non-financial asset) at the point inventory is recognised.
The Group does not enter derivative financial instruments for trading purposes.
IFRS 15: ‘Revenue from Contracts with Customers’
IFRS 15 introduces a five step approach on the recognition, timing and measurement of revenue from contracts with
customers contingent on the fulfilment of performance obligations.
The Group has adopted IFRS 15 using the cumulative effect method of initially applying IFRS as an adjustment to the
opening balance of equity at 29 April 2018. Therefore, comparative information has not been restated and continues to be
reported under IAS 18 and IAS 11.
Revenue comprises sales of goods and services excluding sales taxes. The majority of Group sales are for goods sold in
store and online, where there is a single performance obligation and revenue is recognised at the point of sale or, where
later, delivery to the end consumer. There is no impact from the adoption of IFRS 15 on these sales. The following revenue
streams have been impacted by IFRS 15:
Customer support agreements
Under IAS 18 revenue was recognised with reference to the stage of completion of the contract based on the contracted
term or, for monthly contracts, our estimate of customer tenure, and the profile of the expected costs.
174
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements
31 Changes in accounting policies continued
IFRS 15 introduces new requirements relating to the assessment of the contract length over which revenue is recognised,
and recognition over time or at a point in time. Due to the cancellation options and customer refund clauses within the
agreements, the term has been reassessed to be either monthly or a series of day to day contracts.
Revenue has therefore been recognised in full as each performance obligation is satisfied. For monthly agreements
revenue has been recognised in full in the month to which payment relates. For arrangements assessed as being a series
of day to day contracts revenue has been recognised on a ‘straight-line’ basis.
The impact of these changes at 29 April 2018 has been a release of £24 million of deferred income recorded in the opening
balance sheet for current contracts to reserves. This impact will unwind to the income statement over a 5 year period. The
impact on the statement of comprehensive income in the year ended 27 April 2019 has been a decrease in revenue and
headline EBIT of £5 million in the UK & Ireland electricals reportable segment.
Commission from insurance products
The Group receives sales commission from the sale of third-party insurance products and for the provision of brokerage
and other claims handling services on behalf of the insurance provider.
Under IAS 18 sales commission received from third parties is recognised when the insurance policies to which it relates are
sold and revenue from the provision of insurance administration services is recognised over the life of the relevant policies.
Under IFRS 15 the group has re-assessed the standalone selling price of the commission and administration services
provided, which has resulted in the level of commission receivable recognised on the opening balance sheet of £18 million,
to reallocate consideration from commission (recognised up front) to other services (recognised over time). This has led to
an increase in reported Revenue and headline EBIT of £1 million for the year ended 27 April 2019.
Consumer credit
A small impact has been identified in relation to the treatment of credit sales in the Greece reportable segment, which has
resulted in a reallocation of £1 million in the year ended 27 April 2019 from revenue to finance income.
Classification of contract assets and contract liabilities
Under IFRS 15, assets and liabilities previously recognised as accrued income and deferred income have been reclassified
as contract assets and contract liabilities respectively and have been presented under the trade and other receivables and
trade and other payables categories in the consolidated balance sheet.
In addition, the returns provision previously recorded within accruals in the balance sheet as per IAS 18 has been
reclassified to a gross expected return liability and asset.
Impact on opening reserves and primary statements
The impact of the change on opening reserves is as follows:
Balance at 28 April 2018
IFRS 15 – consumer support agreements
IFRS 15 – commissions from insurance products
IFRS 9 – expected credit loss model
Taxation on transition adjustments
Adjusted balance at 28 April 2018
32 Events after the balance sheet date
There were no material events after the balance sheet date.
£million
1,643
24
(18)
(2)
(1)
1,646
175
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Company
Balance Sheet
Company
Balance Sheet
Fixed assets
Investments in subsidiaries
Current assets
Cash and cash equivalents
Debtors: due within one year
Derivative assets
Creditors: amounts falling due within one year
Derivative liabilities
Net current assets
Total assets less current liabilities
Loans payable
Net assets
Capital and reserves
Share capital
Share premium reserve
Profit and loss account
27 April
2019
£million
28 April
2018
£million
Note
C4
2,676
2,677
C5
C7
C6
C7
C8
C9
C9
77
2,768
24
2,869
(2,465)
(24)
380
178
2,208
34
2,420
(1,886)
(32)
502
3,056
(288)
3,179
(329)
2,768
2,850
1
2,263
504
1
2,263
586
2,768
2,850
The Company’s profit for the year was £34 million (2017/18: £28 million) .
The financial statements of the Company (registered number 07105905) were approved by the Board on 19 June 2019 and
signed on its behalf by:
Alex Baldock,
Group Chief Executive
Jonny Mason,
Group Chief Financial Officer
Company registration number: 7105905
176
HEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Company Statement of
Changes in Equity
Company Statement of
Changes in Equity
At 29 April 2017
Profit for the year
Other comprehensive income
Total comprehensive income for the year
Issue of own shares
Equity dividends
At 28 April 2018
Profit for the year
Total comprehensive income for the year
Equity dividends
At 27 April 2019
Share
capital
£million
1
—
—
—
—
—
1
—
—
—
1
Share
premium
reserve
£million
2,260
Profit and
loss account
£million
Total equity
£million
689
2,950
—
—
—
3
—
2,263
—
—
—
2,263
28
1
29
(2)
(130)
586
34
34
28
1
29
1
(130)
2,850
34
34
(116)
504
(116)
2,768
177
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Company
Financial Statements
Notes to the Company
Financial Statements
C1 Accounting policies
Basis of preparation
The Company is incorporated in the United Kingdom. The financial statements have been prepared on a going concern
basis (see note 1 to the Group financial statements).
The separate financial statements of the Company are presented as required by the Companies Act 2006. The Company
meets the definition of a qualifying entity under FRS 100 (Financial Reporting Standard 100) issued by the Financial
Reporting Council. Accordingly, the financial statements have therefore been prepared in accordance with FRS 101
(Financial Reporting Standard 101) ‘Reduced Disclosure Framework’ as issued by the Financial Reporting Council,
incorporating the Amendments to FRS 101 issued by the Financial Reporting Council in July 2015.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in
relation to share-based payments, financial instruments, capital management, presentation of comparative information in
respect of certain assets, presentation of a cash flow statement and certain related party transactions.
Where required, equivalent disclosures are given in the consolidated financial statements.
The financial statements have been prepared on the historical cost basis except for the re-measurement of certain financial
instruments to fair value. The principal accounting policies adopted are the same as those set out in note 1 to the Group
financial statements except as noted below.
Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.
The Company had no employees during the year ended 27 April 2019 (2017/18: nil). All directors were remunerated by
other group companies.
Key sources of estimation uncertainty
Recoverable amount of non-financial assets
Investments in subsidiary companies are assessed for impairment loss at each reporting date, based on the estimated
value of its discounted future cash flows. The key assumptions made for long term projections, growth rates, discount rate
and the potential impact of Brexit all include an element of estimation that may give rise to a difference between the value
ascribed and the actual outcomes.
Receivable balances with other Group entities, are reviewed for potential impairment based on the ability of the
counterparty to meet its obligations. The net current asset/liability position of the entity is considered and where the
amount due to the Company is not covered, the estimated future cashflows of the counterparty and subsidiary companies
with the ability to distribute cash to it are considered. Assumptions over the future cashflows are a key source of estimation
uncertainty.
C2 Profit and loss account
In accordance with the exemption permitted by section 408 of the Companies Act 2006, the profit and loss account of the
Company is not presented separately. The profit recognised for the year ended 27 April 2019 was £34 million (2017/18:
£28 million). Information regarding the audit fees for the Group is provided in note 3 to the Group financial statements.
C3 Equity dividends
Details of amounts recognised as distributions to shareholders in the period and those proposed are detailed in note 23 of
the Group financial statements.
C4 Fixed asset investments
Opening balance
Impairments
Closing balance
Cost
Accumulated impairments
Net carrying amount
27 April
2019
£million
2,677
(1)
2,676
2,776
(100)
2,676
28 April
2018
£million
2,678
(1)
2,677
2,776
(99)
2,677
Fixed asset investments comprise investments in subsidiary undertakings and other minority investments.
Details of the Company’s investments in subsidiary undertakings are provided in note C10.
178
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Company
Financial Statements
C5 Debtors: amounts falling due within one year
Amounts owed by Group undertakings
Deferred tax asset
Prepayments
Other debtors
27 April
2019
£million
2,761
—
6
1
28 April
2018
£million
2,199
1
6
2
2,768
2,208
Amounts owed by Group undertakings are unsecured, repayable on demand and any interest charged is at current market
rates.
C6 Creditors: Amounts falling due within one year
Amounts owed to Group undertakings
Overdrafts
Short term borrowing
Corporation tax
Accruals and deferred income
C7 Derivatives
Cross currency interest rate swaps
Foreign exchange contracts
Derivative assets
Foreign exchange contracts
Derivative liabilities
27 April
2019
£million
2,099
363
—
2
1
2,465
28 April
2018
£million
1,598
267
20
—
1
1,886
27 April
2019
£million
28 April
2018
£million
—
24
24
(24)
(24)
1
33
34
(32)
(32)
Interest rate swaps convert floating rate debt (3 month Libor plus a margin) to a fixed rate.
This value is determined using forward exchange and interest rates derived from market sourced data at the balance sheet
date, with the resulting value discounted back to present value (level 2 classification). See note 25 for further details.
C8 Loans payable
Details of loans payable are provided in note 18 to the Group financial statements.
C9 Share capital and share premium
Details of movements in share-capital and share premium are disclosed in note 22 to the Group financial statements.
179
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Notes to the Company
Financial Statements continued
C10 Subsidiary undertakings
a) Principal subsidiaries as at 27 April 2019
The Company has investments in the following principal subsidiary undertakings. All holdings are in equity share capital
and give the Group an effective holding of 100% on consolidation.
Name
Carphone Warehouse Europe
Limited
CPW Technology Services
Limited
Dixons Carphone Holdings
Limited
Registered office address
Country of incorporation
or registration
Share class(es) held
% held Business activity
1 Portal Way, London, W3 6RS United Kingdom A & B Ordinary
100
Holding
company
1 Portal Way, London, W3 6RS United Kingdom
Ordinary
100
IT
1 Portal Way, London, W3 6RS United Kingdom
Ordinary
Deferred
100*
100*
A Ordinary
84.6**
B Ordinary
Ordinary
Deferred
100*
100
100*
Holding
company
Holding
company
Dixons Retail Group Limited
1 Portal Way, London, W3 6RS United Kingdom
Dixons South East Europe
A.E.V.E.
DSG International Holdings
Limited
DSG Retail Ireland Limited
14th km Athens – Lamia, National
Road & 2 Spilias Street,
14452 Metamorfosi Attiki, Athens
Greece
Ordinary
100
Retail
1 Portal Way, London, W3 6RS United Kingdom
Ordinary
100
Holding
company
3rd Floor Office Suite,
Omni Park Shopping Centre,
Santry, Dublin 9
Ireland
Ordinary
100
Retail
DSG Retail Limited
1 Portal Way, London, W3 6RS United Kingdom
Irredeemable
Cumulative
Preference and
Ordinary
100
Retail
Elgiganten Aktiebolag
ElGiganten A/S
Box 1264, 164, 29 Kista,
Stockholm
Arne Jacobsens Allé 16, 2.sal
København S, 2300 Copenhagen
Elkjøp Nordic AS
Nydalsveien 18A, NO-0484 Oslo
Norway
Ordinary
Sweden
Ordinary
100
Retail
Denmark
Ordinary
Norway
Ordinary
100
100
100
Retail
Retail
Retail
Finland
Ordinary
100
Retail
Ireland
Ordinary
100
Insurance
Solheimveien 10, NO-1473,
Lørenskog
Töölönlahdenkatu 2, FI-00100,
Helsinki
Baker Tilly Hughes Blake,
Joyce House,
22-23 Holles Street, Dublin 2
Elkjøp Norge AS
Gigantti Oy
New Technology Insurance
Unlimited Company
The Carphone Warehouse
Limited
The Carphone Warehouse
Limited
1 Portal Way, London, W3 6RS United Kingdom
Ordinary
100
Retail
3rd Floor Office Suite,
Omni Park Shopping Centre,
Santry, Dublin 9
Ireland
Ordinary
100
Retail
Interest held directly by Dixons Carphone plc.
*
** This is the only interest of Dixons Carphone plc, directly or indirectly, in this class of shares.
180
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements C10 Subsidiary undertakings continued
b) Other subsidiary undertakings
The following are the other subsidiary undertakings of the Group, all of which are wholly owned unless otherwise indicated.
All these companies are either holding companies or provide general support to the principal subsidiaries listed on the
previous page.
Registered office address
Country of incorporation
or registration
Share class(es) held
% held
Name
Alfa s.r.l.
Carphone Warehouse Ireland Mobile
Limited (in liquidation)
CCC Nordic A/S
Codic GmbH (in liquidation)
Connected World Services
Distributions Limited
Connected World Services LLC
Connected World Services
Netherlands BV
Connected World Services SAS
CPW Acton Five Limited
CPW Acton One Limited
CPW Brands 2 Limited
CPW CP Limited
CPW GC Holdings BV
CPW Tulketh Mill Limited
DISL 2 Limited
DISL Limited
Via monte Napoleone n. 29,
20121 Milano
Italy
Ordinary
44 Fitzwilliam Place, Dublin 2
Ireland
Ordinary
Arne Jacobsens Allé 15, 8.,
2300 København S.
Eschenheimer Anlage 1, 60316,
Frankfurt
Denmark
Ordinary
Germany
Ordinary
1 Portal Way, London, W3 6RS
United Kingdom
Ordinary
2711 Centerville Road, Suite 400
Wilmington DE 19808
Watermanweg 96, 3067 GG,
Rotterdam
26 rue de Cambacérès, 75008
Paris
1 Portal Way, London, W3 6RS
6th Floor, Victory House,
Prospect Hill, Douglas, IM1 1EQ
1 Portal Way, London, W3 6RS
1 Portal Way, London, W3 6RS
Herikerbergweg 238, 1101 CM,
Amsterdam
1 Portal Way, London, W3 6RS
6th Floor, Victory House,
Prospect Hill, Douglas, IM1 1EQ
United States
Ordinary
Netherlands
Ordinary
France
Ordinary
United Kingdom
Ordinary
Isle of Man
Ordinary
United Kingdom
United Kingdom
Ordinary
Ordinary
Netherlands
Ordinary
United Kingdom
Ordinary
Isle of Man
Ordinary
6th Floor, Victory House,
Prospect Hill, Douglas, IM1 1EQ
Isle of Man
A, B, C & D
Preference and
Ordinary B
Business
Shares
Ordinary
Dixons Carphone CoE s.r.o.
Trnita, 491/5, 602 00 Brno
Czech Republic
Dixons Deutschland GmbH
Ottostraße 21, 80333 Munich
Germany
*
Interest held directly by Dixons Carphone plc.
100
100
100
100
100
100
100
100
100
100*
100*
100
100*
100*
100
100
100
100
181
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements Notes to the Company
Financial Statements continued
C10 Subsidiary undertakings continued
b) Other subsidiary undertakings continued
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Name
Dixons Sourcing Limited
Dixons Stores Group Retail Norway
AS
Dixons Travel srl (in liquidation)
Registered office address
Country of incorporation
or registration
Share class(es) held
% held
31/F, AXA Tower Landmark East,
100 How Ming Street,
Kwun Tong Kowloon
Hong Kong
Ordinary
100
Nydalsveien 18A, NO-0484 Oslo
Norway
Ordinary
Foro Buonaparte 70, 20121, Milan
Italy
DSG Card Handling Services Limited
1 Portal Way, London, W3 6RS
United Kingdom
Ordinary
Cumulative C
& D Preference
and Ordinary
Ordinary
Ordinary
United Kingdom
United Kingdom
Hong Kong
Ordinary
Belgium
Ordinary
DSG Corporate Services Limited
DSG European Investments Limited
DSG Hong Kong Sourcing Limited
DSG International Belgium BVBA
DSG International Retail Properties
Limited
DSG Ireland Limited
DSG KHI Limited
1 Portal Way, London, W3 6RS
1 Portal Way, London, W3 6RS
31/F, AXA Tower Landmark East,
100 How Ming Street,
Kwun Tong Kowloon
Havenlaan 86C, Box 204, B-1000
Brussels
1 Portal Way, London, W3 6RS
United Kingdom
Ordinary
1 Portal Way, London, W3 6RS
1 Portal Way, London, W3 6RS
United Kingdom
United Kingdom
Ordinary
Ordinary
Preference,
B Preference
and Ordinary
DSG Overseas Investments Limited
1 Portal Way, London, W3 6RS
United Kingdom
DSG Retail Ireland Pension Trust
Limited
El-Giganten Logistik AB
Elkjøp Kleiverenga AS1
Epoq Logistic DC k.s.
ID Mobile Limited
InfoCare CS AB
InfoCare Workshop AS
InfoCare Workshop Oy
40 Upper Mount Street,
Dublin 2, D02 PR89
Mobelvagen 51, 556 52 Jönköping
Nydalsveien 18A, NO-0484 Oslo
Evropská 868, 664 42 Modrˇice
1 Portal Way, London, W3 6RS
Arabygatan 9, 35246 Växjö,
Kronobergs län
Industrivegen, 53, 2212,
Kongsvinger
Silvastintie 1, 01510, Vantaa
Ireland
Ordinary
Sweden
Norway
Czech Republic
United Kingdom
Ordinary
Ordinary
Ordinary
Ordinary
Sweden
Ordinary
Norway
Finland
Ordinary
Ordinary
1 Elkjøp Kleiverenga AS was de-registered from the Norwegian Company Register on Saturday 4 May 2019.
182
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements C10 Subsidiary undertakings continued
b) Other subsidiary undertakings continued
Name
Kereru Limited
Kungsgatan Concept Store AB
Mastercare Service and Distribution
Limited
Mohua Limited
MTIS Limited
OSAA – Sociedade Gestora De
Participações Sociais, Lda
Osfone Comercio de Aparelhos de
Telecomunicações, Lda
Osfone Negócios – Comercio de
Aparelhos de Telecomunicações, Lda
PC City (France) SNC
Pelham Limited (in dissolution)
Petrus Insurance Company Limited
Simplify Digital Limited
TalkM Limited
Team Knowhow Limited
The Carphone Warehouse (Digital)
Limited
The Carphone Warehouse UK
Limited
The Phone House Holdings (UK)
Limited
Registered office address
Country of incorporation
or registration
Share class(es) held
% held
1 Portal Way, London, W3 6RS
Box 1264, 164, 29 Kista, Stockholm
United Kingdom
Sweden
Ordinary
Ordinary
1 Portal Way, London, W3 6RS
United Kingdom
Ordinary
1 Portal Way, London, W3 6RS
Carphone Warehouse, Dixons Unit,
301 Omni Park Shopping Centre,
Swords Road, Dublin 9
R. Latino Coelho nº13,
1050-132 Lisbon
R. Latino Coelho nº13,
1050-132 Lisbon
R. Latino Coelho nº13,
1050-132 Lisbon
52 rue de la Victoire
75009 Paris
6th Floor, Victory House,
Prospect Hill, Douglas, IM1 1EQ
2 Irish Town
1 Portal Way, London, W3 6RS
1 Portal Way, London, W3 6RS
1 Portal Way, London, W3 6RS
United Kingdom
Ordinary
Ireland
Ordinary
Portugal
Ordinary
Portugal
Ordinary
Portugal
Ordinary
France
Partnership
Isle of Man
Ordinary
Gibraltar
United Kingdom
United Kingdom
United Kingdom
Ordinary
Ordinary
Ordinary
Ordinary
100
100
100
100
100
100
100
100
100
100
100
100
100
100
1 Portal Way, London, W3 6RS
United Kingdom
Ordinary
100*
1 Portal Way, London, W3 6RS
United Kingdom
Ordinary
1 Portal Way, London, W3 6RS
United Kingdom
Ordinary
100
100
*
Interest held directly by Dixons Carphone plc.
c) Other significant shareholdings
The following are the other significant shareholdings of the Company, all of which are held indirectly.
Name
Elkjøp Fjordane AS
F Group A/S (in liquidation)
Registered office address
Country of incorporation
or registration
Share class held
% held
Fugleskjærgata 10, 6905 Florø
Amerika Plads 37,
DK-2100 København Ø
Norway
Ordinary
Denmark
Ordinary
30
40
Business
activity
Retail
Retail
183
Dixons Carphone plc Annual Report and Accounts 2018/19Financial Statements Notes to the Company
Financial Statements continued
C10 Subsidiary undertakings continued
d) Subsidiary undertakings exempt from audit
The following subsidiaries, all of which are incorporated in England and Wales are exempt from the requirements of the
Companies Act 2006 relating to the audit of individual accounts by virtue of section 479A of that Act:
Name
Carphone Warehouse Europe Limited
Connected World Services Distributions Limited
CPW Acton Five Limited
CPW Brands 2 Limited
CPW CP Limited
CPW Technology Services Limited
CPW Tulketh Mill Limited
DSG Card Handling Services Limited
DSG European Investments Limited
DSG International Holdings Limited
DSG International Retail Properties Limited
DSG Ireland Limited
DSG KHI Limited
DSG Overseas Investments Limited
Simplify Digital Limited
TalkM Limited
The Carphone Warehouse (Digital) Limited
The Carphone Warehouse UK Limited
The Phone House Holdings (UK) Limited
Company registration number
06534088
01847868
05738735
07135355
06585457
02881162
06585719
04185110
03891149
03887870
00476440
00240621
09012752
02734677
06095563
04682207
03966947
03827277
03663563
184
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedFinancial Statements Five Year Record
(unaudited)
Five Year Record
(unaudited)
Income statement – Headline and Pro forma
Headline(1)
Revenue
Profit after tax – wholly owned operations
Share of results of joint ventures and associates (after tax)
Net profit after tax
Earnings per share
– Basic
– Diluted
Pro forma headline results(2)
Revenue
EBIT
Interest
Profit before taxation
2018/19
£million
2017/18
£million
2016/17
£million
2015/16
£million
2014/15
£million
10,433
10,525
10,242
9,445
7,899
236
—
236
303
—
303
386
—
386
352
—
352
290
—
290
20.4p
20.2p
26.2p
26.1p
33.5p
33.4p
30.6p
29.6p
30.2p
29.2p
10,433
10,525
10,242
9,445
9,394
322
(24)
298
400
(18)
382
516
(16)
500
486
(22)
464
420
(33)
387
(1) Headline results – continuing operations reflect the statutory results of the Group excluding items classified as non-headline.
(2)
Pro forma results are presented as though the Dixons Retail had occurred at the beginning of the five-year period.
185
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19Financial Statements
Shareholder and
Corporate
Information
Shareholder and Corporate
Information
Dixons Carphone plc is listed on the main market of the
London Stock Exchange (stock symbol: DC) and is a
constituent of the FTSE 250.
Registrars
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
United Kingdom
0371 384 2089 (UK only)
+44 (0)121 415 7047 (from outside the UK)
Shareholder enquiries
Any queries that shareholders have regarding their
shareholdings, such as a change of name or address,
transfer of shares or lost share certificates, should be
referred to the Registrar using the contact details above.
A shareholder helpline is available on UK business days
between 8.30am and 5.30pm (UK time), excluding public
holidays in England and Wales.
Managing shares online
Shareholders can manage their holdings online by
registering with an electronic communications service
called Shareview at www.shareview.co.uk. This is a secure
online platform which is provided by the Registrar Equiniti.
To register, you will need your shareholder reference
number, which can be found on your share certificate,
dividend confirmation or form of proxy.
Unauthorised brokers (boiler room scams)
Dixons Carphone plc is legally obliged to make its share
register available to the general public. Consequently,
some shareholders may receive unsolicited phone calls
or correspondence concerning investment matters which
may imply a connection to the company concerned. These
are typically from overseas-based ‘brokers’ who target UK
shareholders offering to buy their shares or sell them what
can turn out to be worthless or high-risk shares in US or UK
investments. These communications can be persistent and
extremely persuasive.
Share fraud includes scams where investors are called
out of the blue and offered shares that often turn out to be
worthless or non-existent, or an inflated price for shares
they own. These calls come from fraudsters operating in
‘boiler rooms’ that are mostly based abroad. While high
profits are promised, those who buy or sell shares in this
way usually lose their money.
If you are approached about a share scam you should
tell the FCA using the share fraud reporting form at www.
fca.org.uk/scams where you can find out about the latest
investment scams. You can also call the Consumer
Helpline on +44 (0)800 111 6768.
186
ShareGift
If you have a very small shareholding that is uneconomical
to sell, you may wish to consider donating it to ShareGift
(Registered charity no. 1052686), a charity that specialises
in the donation of small, unwanted shareholdings to good
causes. You can find more information by visiting
sharegift.org or by calling +44 (0)207 930 3737.
Financial calendar
Ex-dividend date (final dividend 2018/19)
Record date (final dividend 2018/19)
Annual General Meeting
Intended dividend payment date
(final dividend 2018/19)
5 Sep 2019
6 Sep 2019
5 Sep 2019
27 Sep 2019
Annual General Meeting
The Annual General Meeting will be held at 11.00am (UK
Time) on 5 September 2019 at Hilton London Kensington,
179-199 Holland Park Avenue, London, W11 4UL. Details
of the Annual General Meeting and the resolutions to be
voted upon can be found in the Notice of Meeting.
American Depositary Receipts (‘ADRs’)
Dixons Carphone plc has established a sponsored Level
1 ADR program and has appointed Deutsche Bank Trust
Company Americas (‘Deutsche Bank’) as the depositary
bank. The ADRs trade on the US over-the-counter (‘OTC’)
market under the symbol DXCPY (they are not listed on a
US stock exchange). Each ADR represents two ordinary
shares in Dixons Carphone plc.
Contact details for ADR investors and brokers
Deutsche Bank ADR broker services desks
New York: +1 212 250 9100
London: +44 (0)207 547 6500 (from outside the UK)
Contact details for registered ADR holders
For Deutsche Bank Shareholder Services:
American Stock Transfer & Trust Company (‘AST’)
Operations Center
6201 15th Avenue
Brooklyn, NY 11219
United States
Email: DB@amstock.com
Toll free number: (866) 249 2593 (from within the US)
Direct dial: +1 718 921 8124 (from outside the US)
Registered office / Head office
1 Portal Way
London
W3 6RS
United Kingdom
+44 (0) 203 110 3251
www.dixonscarphone.com
Company registration number
07105905
HEAD_0 1st lineHEAD_0 2nd lineInvestor InformationDixons Carphone plc Annual Report and Accounts 2018/19 Shareholder and
Corporate
Information
Company Secretary
Enquiries should be directed to:
Nigel Paterson
General Counsel and Company Secretary
cosec@dixonscarphone.com
Investor relations
Enquiries should be directed to:
Assad Malic, Group Corporate Affairs Director
ir@dixonscarphone.com
Electronic communications
Shareholders will receive annual reports and other
documentation electronically, unless they tell Equiniti that
they would like to continue to receive printed materials.
This is in line with best practice and underpins our
commitment to reduce waste and use of resources.
Shareholders may view shareholder communications online
instead of receiving them in hard copy. Shareholders may
elect to receive notifications by email whenever shareholder
communications are added to the website by visiting www.
shareview.co.uk and registering online.
Corporate website
Shareholders are encouraged to visit the Dixons Carphone
website (dixonscarphone.com). The website includes
information about the organisation, its strategy and
business performance, latest news and press releases and
the companies approach to corporate governance.
The investors section provides a comprehensive breakdown
of Dixons Carphone investor proposition, share price,
financial results, shareholder meetings and dividends.
Advisors
Auditor
Deloitte LLP
1 New Street Square
London
EC4A 3HQ
www.deloitte.com
Joint Stockbrokers
Deutsche Bank AG
London
EC2N 2DB
www.db.com
Citigroup Global Markets Limited
33 Canada Square
Canary Wharf
London
E14 5LB
www.citigroup.com
187
Dixons Carphone plc Annual Report and Accounts 2018/19Investor Information Glossary and
Definitions
Glossary and
Definitions
Alternative performance measures (‘APMs’)
In the reporting of financial information, the Group uses certain measures that are not required under IFRS. We consider
that these additional measures (commonly referred to as ‘alternative performance measures’) provide additional information
on the performance of the business and trends to shareholders. These measures are consistent with those used internally,
and are considered critical to understanding the financial performance and financial health of the Group. APMs are also
used to enhance the comparability of information between reporting periods, by adjusting for non-recurring or items
considered to be distortive on trading performance which may affect IFRS measures, to aid the user in understanding the
Group’s performance. These alternative performance measures may not be directly comparable with other similarly titled
measures or ‘adjusted’ revenue or profit measures used by other companies, and are not intended to be a substitute for, or
superior to, IFRS measures.
Headline and non-headline measures
The Group’s income statement and segmental analysis identify separately headline performance and non-headline items.
Headline performance measures reflect adjustments to total performance measures. The directors consider ‘headline’
performance measures to be an informative additional measure of the ongoing trading performance of the Group. Headline
results are stated before non-headline items.
Non-headline items consist of the results of discontinued operations or exited / to be exited businesses, amortisation of
acquisition intangibles, acquisition-related costs, any exceptional items considered sufficiently material that they distort
underlying performance (such as re-organisation costs, impairment charges, property rationalisation costs and other non-
recurring charges), income from previously disposed operations and net pension interest costs.
Items excluded from headline results can evolve from one financial year to the next depending on the nature of exceptional
items or one-off type activities. Where appropriate, for example where a business is classified as exited / to be exited,
comparative information is restated accordingly.
Local currency
Some comparative performance measures are translated at constant exchange rates, called ‘local currency’ measures.
This restates the prior period results at a common exchange rate to the current year in order to provide appropriate year-
on-year movement measures without the impact of foreign exchange movements.
In response to the Guidelines on Alternative Performance Measures issues by the European Securities and Markets
Authority (‘ESMA’), we have provided additional information on the APMs used by the Group below.
Alternative performance
measure
Closest equivalent GAAP
measure
Reconciliation to IFRS
measure
Definition and purpose
Revenue measures
Headline / non-headline
revenue
Revenue
See note 2 and for
details of restated
amounts for 2017/18.
Like-for-like (LFL) %
change
No direct equivalent Not applicable
Headline revenues represent the ongoing revenues
of the Group, and are adjusted to remove non-
headline revenue items. In the current and restated
comparative periods, this relates to the iD mobile
operations in Republic of Ireland, which is classified
as a ‘business to be exited’ and therefore presented
in non-headline results.
Like-for-like revenue is calculated based on
headline store and internet revenue using constant
exchange rates. New stores are included where
they have been open for a full financial year both
at the beginning and end of the financial period.
Revenue from franchise stores are excluded and
closed stores are excluded for any period of
closure during either period. Customer support
agreement, insurance and wholesale revenues
along with revenue from Connected World Services
and other non-retail businesses are excluded from
like-for-like calculations. We consider that LFL
revenue represents a useful measure of the trading
performance of our underlying and ongoing store
and online portfolio.
188
HEAD_0 1st lineHEAD_0 2nd lineInvestor InformationDixons Carphone plc Annual Report and Accounts 2018/19 Glossary and
Definitions
Alternative performance
measure
Closest equivalent GAAP
measure
Reconciliation to IFRS
measure
Definition and purpose
Local currency % change Revenue compared
Not applicable
to prior period
consolidated at a
constant exchange
rate.
Profit measures
Headline / non-headline
profit / (loss) before tax,
EBIT and profit / (loss)
after tax
Profit / (loss) before
interest and tax,
profit / (loss) after
interest and tax.
See note 2 and 4,
for details of restated
amounts for 2017/18.
Reflects total revenues on a constant currency and
period basis. Provides a measure of performance
excluding the impact of foreign exchange rate
movements.
As discussed above, the Group uses headline profit
measures in order to provide a useful measure of
the ongoing performance of the Group. These are
adjusted from total measures to remove ‘non-
headline’ items, the nature of which are disclosed
above.
EBIT
Profit / (loss) before
interest and tax
No reconciling items Earnings before interest and tax (EBIT) is directly
comparable to profit / (loss) before tax. The
terminology used is consistent with that used
historically and in external communications.
Other earnings measures
Headline / non-headline
net finance costs
Net finance costs
See note 4
Headline / non-headline
income tax expense /
(credit)
Income tax expense
/ (credit)
See note 4
Headline net finance costs are adjusted from total
finance costs to remove non-headline finance
cost items. Non-headline finance costs includes
the finance charge of businesses to be exited,
net pension interest costs, finance income from
previously disposed operations not classified
as discontinued, and other exceptional items
considered so one-off and material that they distort
underlying finance costs of the Group. Under IAS
19 ‘Employee Benefits’, the net interest charge
on defined benefit pension schemes is calculated
based on corporate bond yield rates at a specific
date, which, as can vary over time, creates volatility
in the income statement and is unrepresentative of
the actual investment gains or losses made on the
liabilities. Therefore this item has been removed
from our headline earnings measure in order to
remove this non-cash volatility.
Headline income tax expense / (credit) represents
the income tax on headline earnings. Non-headline
income tax expense / (credit) represents the tax
on items classified as ‘non-headline’, either in the
current year, or the current year effect of prior year
tax adjustments on items previously classified as
non-headline. We consider the headline income
tax measures represent a useful measure of the
ongoing tax charge / credit of the Group.
Alternative performance
measure
Closest equivalent GAAP
measure
Reconciliation to IFRS
measure
Definition and purpose
Headline / Total effective
tax rate
No direct equivalent
The effective tax rate measures provide a useful
indication of the tax rate of the Group. Headline
effective tax is the rate of tax recognised on
headline earnings, and total effective tax is the rate
of tax recognised on total earnings.
189
Dixons Carphone plc Annual Report and Accounts 2018/19Investor Information Glossary and
Definitions continued
Alternative performance
measure
Closest equivalent GAAP
measure
Reconciliation to IFRS
measure
Definition and purpose
Earnings per share measures
Statutory EPS figures See note 8
Headline basic EPS –
continuing operations,
headline diluted EPS –
continuing operations,
headline basic EPS – total,
headline diluted EPS –
total
Cash flow measures
Free cash flow
Cash generated from
operations
See note 26
Net debt
Other measures
Return on Capital
Employed (ROCE)
See note 26
Cash and cash
equivalents less
loans and other
borrowings and
finance lease
obligations.
No direct equivalent Not applicable
EPS measures are presented to reflect the impact
of non-headline items in order to show a headline
EPS figure, which reflects the headline earnings per
share of the Group. We consider the headline EPS
provides a useful measure of the ongoing earnings
of the underlying Group.
Free cash flow comprises cash generated from
/ (utilised by) continuing operations including
restructuring costs, but before cash generated from
/ (utilised by) businesses exited / to be exited, less
net finance expense, less income tax paid, less net
capital expenditure and before any special pension
contributions and dividends.
Comprises cash and cash equivalents and short
term deposits, less borrowings and finance lease
creditors. We consider that this provides a useful
measure of the indebtedness of the Group.
Calculated on a pre-tax and lease adjusted basis.
The return is based on headline EBIT, adjusted to
add back the interest component associated with
capitalising operating lease costs. Capital employed
is based on net assets including capitalised leases,
but excluding goodwill, cash, tax and the defined
benefit pension obligations. The calculation is
performed on a moving annual total in order to best
match the return on assets in a year with the assets
in use during the year to generate the return. We
consider this a useful measure to understand how
the Group has used the capital employed during the
period.
Pro forma results
In previous periods (up to the annual report and accounts 2015/16), the Group presented ‘pro forma’ comparative financial
information in order to reflect results of both Carphone Warehouse and Dixons Retail throughout the comparative periods
as if the Merger on 6 August 2014 had occurred at the start of the 2013/14 financial year. In the current year, pro forma
information is not presented as does not affect the comparative periods for the current year, other than in the five year
summary. For information on the pro forma financial information and reconciliations please refer to the annual report and
accounts 2015/16.
190
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedInvestor Information Other definitions
The following definitions apply throughout this Annual Report and Accounts unless the context otherwise requires:
Acquisition intangibles
Acquired intangible assets such as customer bases, brands and other intangible
assets acquired through a business combination capitalised separately from goodwill.
Where businesses have grown organically rather than through acquisition, there is no
amortisation of acquired intangibles and therefore the non-cash amortisation charge
is removed from our headline earnings measures in order to increase comparability
between segments.
ADRs
ARPU
B2B
Best Buy
American Depositary Receipts
Average monthly revenue per user
Business to business
Best Buy Co., Inc. (incorporated in the United States) and its subsidiaries and
interests in joint ventures and associates
Best Buy Europe
Best Buy Europe Distributions Limited and its subsidiaries and interests in joint
ventures and associates (incorporated in England & Wales)
Board
The Board of Directors of the Company
Businesses to be exited
Businesses exited or to be exited are those which the Group has exited or committed
to or commenced to exit through disposal or closure but do not meet the definition
of discontinued operations as stipulated by IFRS and are material to the results or
operations of the Group. Comparative results in the statement of comprehensive
income and the notes are restated accordingly for the impact of businesses exited or
to be exited.
Carphone, Carphone Warehouse
or Carphone Group
The Company or Group prior to the Merger on 6 August 2014
CGU
Cash Generating Unit
Company or the Company
Dixons Carphone plc (incorporated in England and Wales under the Act, with
registered number 07105905), whose registered office is at 1 Portal Way, London
W3 6RS
Colleague engagement
Measured using ‘Make a Difference’ survey in Greece and UK & Ireland and a
colleague engagement survey in the Nordics
CRM
CPW
Customer Relationship Management
The continuing business of the Carphone Group
CPW Europe
Best Buy Europe’s core continuing operations
CPW Europe Acquisition
The Company’s acquisition of Best Buy’s interest in CPW Europe, which completed
on 26 June 2013
CWS
The Connected World Services division of the Company
Dixons or Dixons Retail
Dixons Retail plc and its subsidiary companies
Dixons Carphone or Group
The Company, its subsidiaries, interests in joint ventures and other investments
Dixons Retail Merger or Merger
The all-share merger of Dixons Retail plc and Carphone Warehouse plc which
occurred on 6 August 2014
EBT
HMRC
honeybee
Employee benefit trust
Her Majesty’s Revenue and Customs
honeybee was our proprietary IT software operation for which an asset sale was
completed on 31 May 2018
191
Dixons Carphone plc Annual Report and Accounts 2018/19Investor Information Glossary and
Definitions continued
GfK
IFRS
Market position
MNO
MVNO
NPS
Peak / post peak
Growth from Knowledge
International Financial Reporting Standards as adopted by the European Union
Ranking against competitors in the electrical and mobile retail market, measured
by market share. Market share is measured for each of the Group’s markets by
comparing data for revenue or volume of units sold relative to similar metrics for
competitors in the same market
Mobile network operator
Mobile virtual network operator
Net Promoter Score, a rating used by the Group to measure customers’ likelihood to
recommend its operations
Peak refers to the 10 week trading period ending on 5 January 2019 as reported in
the Group’s Christmas Trading statement on 22 January 2019. Post peak refers to the
trading period from 6 January 2019 to the Group’s year-end on 27 April 2019
RCF
Revolving credit facility
Sharesave or SAYE
Save as you earn share scheme
SIMO
Sales of SIM-only contracts, without attached handset
Special pension contributions
Represent contributions made under the schedule of contributions agreed with the
scheme trustees following the 2016 triennial review
Sprint JV
SWAS
TSR
UK GAAP
Virgin Mobile France
The 50% investment held by the Group in Sprint Connect LLC, a distribution joint
venture held with Sprint LLC in the USA.
Stores-within-a-store
Total shareholder return
United Kingdom Accounting Standards and applicable law
Omer Telecom Limited (incorporated in England and Wales) and its subsidiaries,
operating an MVNO in France as a joint venture between the Company,
Bluebottle UK Limited and Financom S.A.S.
WAEP
Weighted average exercise price
192
HEAD_0 1st lineHEAD_0 2nd lineDixons Carphone plc Annual Report and Accounts 2018/19HEAD_0 1st lineHEAD_0 1st line continuedHEAD_0 2nd line continuedInvestor Information This document is printed using Revive White silk and Revive
100 Offset, papers containing 100% post consumer waste.
The pulp used for these materials is bleached using a totally
chlorine free (TCF) process.
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Dixons Carphone plc
1 Portal Way
London
W3 6RS
United Kingdom
Telephone: +44 (0) 203 110 3251
Email: ir@dixonscarphone.com
www.dixonscarphone.com