ANNUAL REPORT 2018 French Connection Group PLC ANNUAL REPORT 2018 FRENCH CONNECTION GROUP PLC French Connection Group PLC FRENCH CONNECTION • GREAT PLAINS • TOAST • YMC The French Connection Group designs, produces and distributes branded fashion clothing for men and women to more than 50 countries around the world CONTENTS STRATEGIC REPORT FINANCIAL STATEMENTS Chairman’s Statement _________________________ 2 Consolidated Statement Our Business _________________________________ 4 Corporate Social Responsibility _________________ 9 Financial Review _____________________________ 11 GOVERNANCE Board of Directors ____________________________ 14 Directors’ Report _____________________________ 15 Corporate Governance Statement ______________ 18 Audit Committee Report ______________________ 21 of Comprehensive Income _____________________ 38 Consolidated Statement of Financial Position____ 39 Consolidated Statement of Changes in Equity ___ 40 Consolidated Statement of Cash Flows _________ 41 Notes to the Group Accounts __________________ 42 Company Balance Sheet ______________________ 62 Statement of Changes in Equity _______________ 63 Notes to the Company Accounts _______________ 64 Directors’ Remuneration Report _______________ 24 SHAREHOLDER INFORMATION Statement of Directors’ Responsibilities ________ 31 Independent Auditor’s Report to the members Five Year Record _____________________________ 68 Advisers _____________________________________ 69 of French Connection Group PLC ______________ 32 Financial Calendar ____________________________ 69 Notice of Meeting ____________________________ 70 ChairmaN’S STaTEmENT Dear Shareholders I am pleased to report that we have maintained the positive momentum that we have seen in the Group throughout the current financial year, with particular progress being made within the retail and wholesale businesses. The underlying operating loss¹ for the year was £(0.6)m (2017: £(3.7)m) representing a significant move forward in returning the Group to profitability. The improved performance in the UK/Europe retail division was driven by the rationalisation of the store portfolio actioned in both the current and previous years, coupled with like-for-like (LFL²) sales growth of 0.8% for the year, achieved in what continues to be a particularly challenging retail market place in the UK. In addition, we achieved good wholesale revenue growth in both UK/Europe and North America reflecting the high sell through of the product ranges in both territories, particularly in the online channels. Licence income for the year continued to be strong with additional income from DFS and Interparfums, although offset by a reduction from our Australian territory licensee who has been undergoing a reorganisation of their operations. During the year we have clearly seen the benefits of the work we have been doing to increase the awareness of the French Connection brand in the improved performance and the recent advertising campaigns have resonated particularly well with consumers. We continuously work to develop and improve the collections, as product is at the core of everything we do. Retail Overall retail revenue decreased by 5.5% to £83.1m (-6.0% at constant currency3) with the impact of the increased LFL sales of 0.8% being offset by the closure of a further eleven non-contributing locations during the year (seven stores in UK/Europe and four concessions). We are still targeting to have reduced our store portfolio to around 30 full price French Connection stores by the end of the new financial year. With one store already closed and another five already planned to close later in the year, we also continue to work on a number of other opportunities. Importantly though during the second half of the year we opened a new store in Manchester, under our new store concept. This is the first store we have opened in the UK for a considerable amount of time and serves as a great representation of the brand, in a smaller location but in a key market. Performance to date had been encouraging. The average lease length of the remaining UK/Europe stores is 2.9 years (2017: 3.2 years). Gross margins reduced during the year to 56.3% (2017: 56.8%) again reflecting the higher proportion of sales through our outlet stores as the full price store portfolio reduced. The margin achieved in the full price stores initially increased reflecting improved full price trading but was reduced overall by slightly higher levels of markdown during the winter sale period. In addition we cleared some older season stock during the second half of the year in the outlet stores. Underlying overheads4 increased by 2.3%, reflecting inflationary increases, particularly in business rates and staff costs, offset by tight ongoing management of costs. Overall therefore the performance of the retail division improved significantly during the year. 2 Ecommerce revenue grew by 3.1% and now represents 29.7% of retail revenue. Over the last year we have focused our online trading strategy to improve our full price revenue, although this has also resulted in a reduction in discounted sales. We are currently in the middle of a programme of investment in the infrastructure of the site to provide greater flexibility and speed to the ongoing development and enhancements required in this fast moving channel. We anticipate seeing the benefits of this feed through during the current year and will move to increase our levels of digital marketing spend as this progresses. Mobile continues to be a growing proportion of our online activity generating 46.8% of traffic, up from 39.7% last year. Wholesale Revenue in the year increased by 8.6% to £70.9m (7.1% at constant currency). We saw strong growth in both UK/Europe and North America during the year, although this was partially offset by a reduction in volumes to our License partner in Australia. In UK/Europe we achieved particularly good growth with a broad range of different online customers while maintaining our current client base. In North America the core department store business grew well across the majority of accounts, following on from the improvements seen during the second half of last year. Gross margins at 32.2% were up 1.3% on last year driven by the growth in full price sales in the year. Costs were again tightly controlled and in constant currency terms were down 0.8% on last year, despite the increased revenue. This resulted in a 25% increase in wholesale underlying operating profit to £12.5m. Spring 18 orders are well ahead of this time last year and the initial reaction to the Winter 18 collection from customers has been very positive; we expect the trends we have seen over the last year to continue. Licensing Licence income was flat on last year at £6.3m reflecting a continued very good performance from DFS and contribution from the fragrance licence with Interparfums, offset by a reduction in income from our Australian licensee who has now completed a rationalisation of their business. We have signed new jewellery and homeware licences for North America during this year and these will start to contribute in the new financial year. Negotiations continue in a number of other product categories which we believe will enhance our current portfolio. Operating expenses, adjusted for store closures and currency movements, were up 1.2% in the year, reflecting the business rates increases, rentals on key locations and staffing costs, including both National Living Wage increases and a small level of additional reward given the improvement in performance in the Group. The Group ended the year with a strong cash position of £9.5m (2017: £13.5m), reflecting payments to exit stores during the year, when last year there had been income, and higher levels of capital expenditure including the new Manchester store, increased IT expenditure and head office reorganisation. Overall working capital increased slightly with the growth in the wholesale business. The Board have decided that there will be no dividend payable for the year. FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 ChairmaN’S STaTEmENT Continued During the year we received an unsolicited approach about a potential offer for the Group from a third party in the US. In the interest of all shareholders, we entered a period of full due diligence and negotiation over a number of months. This ultimately did not lead to an offer for the Group. The professional fees in relation to this exercise have been recognised outside the underlying operating performance in this year’s profit and loss account. As reported at the time of the interim results we have seen a significant change in the representation of Independent Non- Executive Directors on the Board, with Christos Angelides, Claire Kent and Dean Murray all standing down, and I thank them for their considerable efforts over their time with us. Robin Piggott, who now chairs the Audit Committee and Sarah Curran MBE, who chairs the Remuneration Committee, both joined in September. We have made considerable progress across the Group over the last year and I enter the new financial year with renewed confidence off the back of that success. Our goal has been to return the Group to profitability and I believe we are very close to achieving that aim, given the momentum that we are currently seeing within the business. While it is clear that the retail market in which we are operating in the UK is unlikely to improve in the near future, we have clear visibility on the benefits we will obtain from the ongoing portfolio rationalisation. In addition the reaction to our collections and strength of our wholesale orders both for the spring and winter seasons further underpins this performance going forward. Although we are only early into the year, I believe we are in a very strong position to make further significant progress. Finally I would like to take the opportunity to thank all of our staff for the continued effort and dedication that they have put into improving the performance of the business and hope that we will all see the benefits of that work in the near future. Stephen Marks Chairman and Chief Executive 13 March 2018 Notes: 1. Underlying Operating Loss excludes profit/loss on store disposals and closures, as well as other professional fees. 2. LFL or “Like-for-Like” sales growth is defined as the year-on-year sales growth for owned stores and concessions open more than one year, including ecommerce revenues, removing the impact of closed stores and reported in constant currency. 3. Constant Currency is calculated by translating the year ending January 2018 at 2017 rates to remove the impact of exchange rate fluctuations. Refer to Note 26 in the 2018 Annual Report for exchange rates. 4. Underlying overheads consist of LFL store overheads. The Directors believe these measures are best reflective of how the business is managed and are informative to shareholders in understanding the performance of the business. 3 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 OUr BUSiNESS Business objectives, strategy, and business model At the heart of our business is a passion for the clothes. In 1972, when French Connection was conceived, we set out to create well-designed, stylish clothing that appealed to a broad market. We have since worked hard to build on that vision and as a result, French Connection is synonymous with fashion and style. It remains our prime goal to create distinctiveness in a crowded market place through focus on design. The brand’s strength lies in balancing new, exciting ideas with consistent quality and affordability and in a world of “fast fashion” we are proud of our commitment to the creative process. With a passionate focus on fashion underpinning the business our aim is to generate increased shareholder value through the sale of fashion products and the extension of our brands into other lucrative markets through licensing. We continually assess markets and relationships for new opportunities to broaden our customer reach. Founded by Chairman and Chief Executive Stephen Marks, French Connection’s long history of success has been based on design quality and innovative fashion, supported by a strong market presence resulting in one of the most highly recognised and respected clothing brands in the UK and across the world. We seek to ensure that products are presented for sale in contemporary surroundings by knowledgeable and friendly staff who are in-tune with our customers. We recognise that our products are the core element of our business and that our ability to produce fashionable clothing to match our customers’ expectations has been, and continues to be, the key to our continued success. We seek to ensure that our resources are deployed effectively and efficiently to support our business. Design and production of the ranges and maintenance of our operating standards are paramount for all our business managers who have broad responsibility for their area of operations. Brands Our principal brand is French Connection which accounts for 82% of the Group’s revenues. The French Connection brand operates in the fashion-orientated market place offering a fashion-forward range of quality products at affordable prices. Our customers, typically aged 18-35, appreciate that the brand is at the leading edge of high street fashion and offers quality and style in its products. French Connection designs, produces and distributes branded fashion clothing, accessories and homeware for men, women, and children to more than 50 countries around the world through its main distribution channels: retail stores, ecommerce, wholesale and licensing. Our other brands include: TOAST: a range of beautifully crafted ladies’ clothing and unique homeware, available on-line, in selected John Lewis stores and through branded high-street stores; Great Plains: a fashion basics range for women designed in-house. Available on-line and supplied through wholesale to multi-brand retailers; and YMC: an, edgy, contemporary fashion brand for men and women available on-line, in two London stores and a growing wholesale base. Each brand targets a different audience and has achieved high levels of recognition for style and design reflecting the creative passion and skill poured into the design and manufacture of their products. 4 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 OUr BUSiNESS Continued Our operations We design, produce and distribute branded fashion clothing and homeware from our business premises in London, New York, Paris, Düsseldorf, Hong Kong and Toronto. We operate retail stores and concessions in the UK, Europe, US and Canada and also operate ecommerce businesses in each of those territories. Further, we wholesale our products to retailers operating in over 50 countries around the world and have licensed partners operating French Connection stores across Asia, Australia and the Middle East. Our design teams are based in London and we arrange for the products to be manufactured in specialist third party factories in Europe and Asia supervised by local buying offices. The main countries where manufacturing takes place are China, India and Turkey. The Group retails garments through a network of stores on high streets and in shopping malls across the UK, Europe and North America and through concessions within leading department stores such as House of Fraser. We also operate ecommerce channels in the UK, Europe and North America. The product ranges are also offered for sale at wholesale through our showrooms in London, New York, Paris, Düsseldorf and Hong Kong to selected customers operating department stores, multi-brand fashion stores and ecommerce sites around the world. To further extend retail distribution we have granted franchises and licences to quality retailers allowing them to operate French Connection branded retail stores in Europe, the Middle East, Asia and Australia. These customers are supplied through our wholesale channels in the UK and Hong Kong. Our licensees operating stores in Hong Kong and China are 50% Joint Venture businesses operated by our local partners in those territories. Brand extensions Our globally recognised French Connection brand has been extended successfully into complementary licensed products including men’s and women’s toiletries and fragrances, shoes, watches, jewellery, eyewear and furniture. Our Design and Licensing teams work closely with branded partners to develop and enhance product for sale. Current trends The continued growth of multi-channel retailing is a clear focus for French Connection. We will continue to invest in the people and systems to support this growth opportunity to ensure our customers can shop with us however they wish and get the very best multi-channel experience. The success of our CRM system is an example of this investment. 5 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 OUr BUSiNESS Continued Worldwide operations Region Location Territories Retail operations Wholesale customers Licensing Brands UK/Europe London Paris Düsseldorf UK, Europe, Middle East Retail stores and concessions, ecommerce North America New York USA Toronto Canada Rest of World Hong Kong Hong Kong, China Retail stores, ecommerce Retail stores, ecommerce Retail stores and concessions through joint ventures, ecommerce Australia, Asia Product and country licensing Product licensing French Connection, Great Plains, Toast, YMC French Connection, YMC French Connection Product licensing French Connection Product licensing French Connection Department stores, multi- brand stores, franchise operators Department stores, multi- brand stores Department stores, multi- brand stores Brand licensees, concessions, department stores Retail locations Operated locations UK/Europe French Connection French Connection/Great Plains Toast YMC Stores Concessions Stores Stores North America French Connection US French Connection Canada Stores Stores 31 January 2018 31 January 2017 Locations sq ft Locations sq ft 47 51 12 2 112 2 2 4 128,835 35,556 13,546 1,355 179,292 9,102 4,650 13,752 53 53 12 2 120 2 2 4 146,542 36,651 13,546 1,355 198,094 9,102 4,650 13,752 Total operated locations 116 193,044 124 211,846 French Connection licensed and franchised UK/Europe North America Middle East Australia Hong Kong China India Other Total licensed and franchised locations Total branded locations 6 5 1 10 139 4 11 20 22 212 328 5,642 2,346 15,686 73,980 7,000 16,018 11,249 15,863 147,784 340,828 6 1 8 158 7 18 63 24 285 409 6,520 2,346 14,438 104,760 10,429 27,268 33,464 17,635 216,860 428,706 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 OUr BUSiNESS Continued Principal risks and uncertainties The Board recognises there are a number of risks and uncertainties that face the Group. The following highlights some of the principal risks: Risk Impact Mitigation Fashion and design Our success depends on our ability to produce ranges of garments which are attractive to potential customers. Brand and reputational risk Our brands and the way they are perceived in their respective markets is very important to us. Macroeconomic factors The nature of fashion retail means that it is not always possible to predict customers’ reactions to each season’s new ranges. Our customers’ propensity to spend on clothing is also affected by their personal financial situation and other macroeconomic factors which impact the total size of the retail markets in which we operate. We seek to achieve this through retention of experienced and skilled designers and merchandisers and by remaining as operationally flexible as possible particularly in relation to our supply chain and up front commitments. Each year the brands produce two main seasonal fashion ranges and the success of each of these is largely dependent on the ability of our designers to reflect attractively the emerging trends in fashion. We utilise a mix of experience and fresh thinking in our design studios under the consistent guidance of the senior management to ensure continuity of the brand attitudes. We are very protective of the brands and work to ensure that they are presented in appropriate ways and that they are not misused. A main driver for brand perception is the products themselves and therefore our reputational risk is closely linked to our sales success. We consider that as a small operator at the upper end of the middle market the impact on our business of macroeconomic elements is considerably smaller than the impact of the success of our designers in producing attractive products. The full economic impacts of BREXIT negotiations are currently unknown, although the Group recognises that the impact of trading restrictions and tariffs with EU trade could have an adverse impact on the Group. This is mitigated though the Group’s suppliers predominantly being located outside of the EU, as is trade. The Board will continue to monitor BREXIT developments and assess any potential impact on the business when there is greater certainty and clarity over potential outcomes. 7 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 OUr BUSiNESS Continued Principal risks and uncertainties continued Risk Impact Mitigation Supply chain Infrastructure The Group is exposed to supply chain operational risk if product is not delivered in a timely fashion, to specification or in appropriate quantities. The design process and our retail businesses in particular have a significant proportion of fixed costs giving rise to operational gearing and this is exacerbated by upward-only rent reviews. The Group’s supply chain is diversified across a number of suppliers in different countries. Our buying offices and production teams work closely with suppliers to mitigate these risks. To mitigate cost pressures we are constantly focused on store operating cost efficiencies, and have already achieved considerable savings by optimising our rostering timetables in store and actively managing our store estate, and exiting stores where the opportunity is economically available to us. Financial risks The Group is exposed to financial risks including currency, interest and liquidity. IT The Group is dependent on reliable IT systems for managing and controlling its business and for providing efficiency and speed in the supply chain. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group monitors its cash position on a regular basis through the use of regularly updated cash flow forecasts, and believes that it has sufficient and appropriate net funds and facilities available. As a wholesaler we also face the risk of default from our customers and manage this through active relationship management by our dedicated customer accounts team. Our experience of bad debts has been very low over many years due to this close management. We also insure certain overseas debt risk. The principal treasury risks to the Group arise from exchange rate fluctuations. The Board has approved policies for managing these risks, which are reviewed on a regular basis, including the use of financial instruments, principally forward foreign exchange contracts. However, the Group is naturally hedged for a significant part of its business and has limited exposure to foreign exchange rate fluctuations. Our IT function oversees all the systems and has policies and procedures to protect the software, hardware and data and to prevent unauthorised access to the systems. The Group’s approach to the management of risks is further discussed in the Corporate Governance Statement. Key Performance Indicators The Board considers that the key performance indicators for the businesses are: • UK retail LFL sales growth; • Sales achieved in the wholesale channels; • Sales by geography; • Gross margin %; • Underlying operating profit/loss; and • Inventory levels. Each of the above is discussed in more detail in the Financial Review. 8 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 COrPOraTE SOCiaL rESPONSiBiLiTY The Board recognises that the long term profitability of the business depends, amongst other things, on appropriate protection of the Group’s assets, reputation and brand names and is subject to the long-term sustainability of the supply chain. Impact on the environment The use of resources to manufacture and supply our products utilise finite global resources. The source of the raw materials and the manufacture of the finished products is spread globally and provides employment, income and personal security at many different points in the process. We recognise, however, that our products utilise global resources some of which are limited in their nature. Some of the initiatives we have implemented include: • In the UK, the business meets its responsibilities under the packaging waste regulations through membership of Valpak; • Wooden hangers are sourced from sustainable sources and we do not give them away with the products; • Reduction in packaging materials for finished goods i.e. no plastic banding, no inner cartons; • Plastic returnable tote bins for shipping to our own UK stores to reduce cardboard; • Plastic and cardboard waste is collected from our UK stores and head offices for recycling; • At Toast, to minimise packaging and where possible only to use recyclable or biodegradable materials; • In our US operations, corrugated cartons are re-used whenever possible and ultimately recycled using a band machine so they are crushed into bails for collection; • In Canada we are participants in ‘Stewardship Ontario’ paying a fee for all point of sale materials to be recycled, and all lighting has been replaced with LEDs; and • Donation of end of life stock to local and national charitable The greenhouse gas (GHG) emissions report is in line with UK mandatory reporting requirements, set out by the Department for Environment, Food and Rural Affairs (DEFRA). The mandatory requirement is for the disclosure of scope 1 and 2 emissions only. We have captured all material qualifying emissions from around the Group. Some extrapolation and estimation techniques have been used to calculate the Group CO2e in respect of less than 5% of our stores and the final month of our data. The reported sources fall within our consolidated financial statements. We do not have responsibility for any emission sources that are not included in our consolidated financial statements. We have computed our emissions using the DEFRA Environmental Reporting Guidelines: Including mandatory greenhouse gas emissions reporting guidance issued in June 2013. Our total GHG footprint in line with these guidelines is 3,333 tonnes CO2e (2017: 3,737 tonnes). Supply chain The Group has used third party manufacturing facilities around the world for over thirty years but has specifically avoided suppliers or regions where the employment or environmental practices are known to be below acceptable standards. The Group requires all of its product suppliers to abide by its guidelines contained in the Supplier Guide. Our staff visit the factories we use for garment production on a regular basis and consider the environment and work practices during those visits, however currently our ability to formally audit the facilities is limited. Our Supplier Guide and the employment standards required of our suppliers accord with industry standards including inter alia that employees should: be given a safe and healthy environment to work in; be given the right to free association; be paid a fair wage; not be forced or bonded labour; be of an appropriate age; and work only reasonable hours. organisations. Carbon emissions Emissions from Scope 1 (vehicles, fugitive emissions, gas) Scope 2 (electricity) Total footprint Group chosen intensity measurement Turnover Emissions reported above per £m of turnover Tonnes of CO2e 2018 Tonnes of CO2e 2017 190 3,143 3,333 £m 154.0 187 3,550 3,737 £m 153.2 22 24 9 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 COrPOraTE SOCiaL rESPONSiBiLiTY Continued Supply chain continued The Board recognises that it is not possible to provide absolute assurance that standards expected of our suppliers are adhered to. Where transgressions are identified we would work with the supplier to develop an appropriate remediation programme. However we will not hesitate to stop using any supplier who we identify is persistently operating in contravention of our standards or failing to implement agreed remediation programmes. The Group supports the non-use of animals in testing and challenge our suppliers on this matter – our glycerine soaps as an example, do not contain any animal derived ingredients and are suitable for use by vegetarian and vegans. In 2018, the Group will be publishing its supplier payment practices in line with UK government ‘Duty to Report on Payment Practices and Performances’ legislation. Modern Slavery The Board has considered the Modern Slavery Act 2015 and has accordingly published a ‘Modern Slavery Statement’ on its website during the year. The statement sets out the actions taken by the Group and the steps going forward to aim to prevent modern slavery from its business and supply chains. French Connection is committed to ensuring it maintains high ethical standards and due diligence processes in place which aim to prevent modern slavery and human trafficking in its supply chain. Tax The Board is committed to ensuring full compliance with the law and making all tax payments on a timely basis. The Board is committed to ensuring that openness, honesty and transparency will be paramount in all dealings with the tax authorities and other relevant bodies. We run cycle to work and childcare voucher schemes in the UK for our employees. People We are committed to providing equal opportunities for all of our employees. We ensure that every employee, without exception, is treated equally and fairly and that all employees are aware of their responsibilities. The Group will be publishing its UK ‘Gender Pay Gap’ reporting on its website in 2018 in line with UK government requirements. The breakdown of the gender of Directors and employees at the end of the financial year is as follows: Company Directors Other senior managers All other employees Total Men Number 2018 Women Number 2018 4 7 355 366 1 5 1,225 1,231 Notes: Company Directors consist of the Company’s Board. Other senior managers is as defined in The Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013, and includes: i) persons responsible for planning, directing or controlling the activities of the Company, or a strategically significant part of the Company, other than Company Directors; and ii) any other Directors of undertakings included in the consolidated accounts. The business complies with locally applicable health and safety regulations in the countries in which it operates. This includes the provision and maintenance of safe environments for our employees, appropriate design of our stores, health and safety training for appropriate personnel, electrical installation reviews, risk assessments and risk monitoring in our offices, stores and warehouses. 10 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 FiNaNCiaL rEViEW Overall Financial Performance Overall results for the full year show an Underlying Group Operating Loss¹ of £(0.6)m (2017: £(3.7)m), an 83.8% improvement on the previous year ended 31 January 2017. Loss before taxation, inclusive of store disposals, closures and other professional fees, was £(2.3)m (2017: £(5.3)m, with net store closure costs of £(0.9)m (2017: £(1.6)m) and other professional fees of £(0.8)m. Segment revenue and results Revenue Retail Wholesale Group revenue Gross profit Retail Wholesale Group gross margin Underlying operating (loss)/profit Retail Wholesale Licence income Common and Group overheads Finance expense Share of loss from joint ventures Underlying Group operating loss* Underlying operating margin Retail Wholesale Underlying Group operating margin Geographical information Revenue UK/Europe North America Rest of the World Divisional operating profit/(loss) UK/Europe North America Rest of the World Group overheads and finance income Underlying Group operating loss* * excludes net loss on store disposals and closures and other professional fees Revenue Group revenue increased by 0.5% (-0.5% at constant currency²) to £154.0m. This increase was due to strong wholesale performance up 8.6% (7.1% CCY²) and a positive retail like-for- like (LFL³) performance (+0.8%) combined with store closures. 2018 £m 83.1 70.9 2017 £m 87.9 65.3 154.0 153.2 69.6 56.3% 32.2% 45.2% (8.3) 12.5 6.3 (10.4) (0.1) (0.6) (0.6) 70.1 56.8% 30.9% 45.8% (9.8) 10.0 6.3 (9.4) – (0.8) (3.7) (10.0)% 17.6% (11.1)% 15.3% (0.4)% (2.4)% 2018 £m 77.3% 20.5% 2.2% 2.9 2.4 (1.0) (4.9) (0.6) 2017 £m 76.4% 19.4% 4.2% (0.1) 1.1 (0.9) (3.8) (3.7) 11 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 FiNaNCiaL rEViEW Continued Retail Retail revenue for the year was down £4.8m to £83.1m, -5.5% on the comparable year (-6.0% at constant currency). During the year we closed eleven non-contributing locations and opened one new store and two concessions. We ended the year with 116 operating locations. Average store selling space was reduced by 10.0% over the period. Operating Expenses Total Group operating expenses of £75.8m were 4.4% lower than prior period. After adjusting for store closures and currency, operating expenses were 1.2% higher with upward pressure from rates, rent reviews and payroll impacting on the cost base. We have continued to close stores and reorganise where we see opportunities to reduce costs. On a LFL³ basis, sales in UK/Europe grew by 0.8%. Total ecommerce revenue grew by 3.1% across our websites representing 29.7% of total Group retail sales, up from 27.3% in 2017. The overall performance in the year saw the retail division reduce its loss to £(8.3)m (2017: £(9.8)m), a 15.3% improvement on the prior period through closing non-contributory locations, growing LFL sales, continued cost control and improved ecommerce sales. Wholesale Group wholesale revenues of £70.9m were 8.6% higher than prior period (7.1% CCY²) (2017: £65.3m). Growth was seen across UK/Europe and North America during the year, though this was offset by a decline in the Rest of World segment. Growth in UK/Europe was mainly driven through a broad range of online partners while in North America the core department store business grew strongly across the majority of accounts, following the momentum experienced in the second half of the previous year. This strong performance saw wholesale’s profitability increase in the year to £12.5m (2017: £10.0m). Geographical Analysis The geographical revenue break-down continues to be weighted to UK/Europe representing 77.3% of Group revenues (2017: 76.4%) as a result of stronger growth in UK/Europe than in North America. Of the overall £3.1m improvement in Underlying Operating Profit, £3.0m came from UK/Europe. North America contributed an extra £1.3m over the previous year to offset increased Group costs of £1.1m and Rest of World contribution which was down £0.1m. Other Income The net income received from global licensing was £6.3m in the year (2017: £6.3m). Our furniture licensee DFS continues to perform very well as does our new fragrance licensee Interparfums with a new global fragrance due to be on the shelves in Q2 of 2018. Gross Margin Gross margin at 45.2% was 60bps lower than the prior period (2017: 45.8%), due to the impact on the sales mix from wholesale growing faster than retail in the year. However, retail also saw margin dilution with retail gross margins at 56.3%, down 50bps on 2017 driven by greater old stock clearance through outlet stores. As the proportion of outlet stores increases relative to full price stores this has an impact on margin. However wholesale margins at 32.2% were 130bps higher than 2017 with the mix of full price sales increasing. Although overall inventory has remained relatively static on the year, the composition of that stock has changed, with a reduction in older retail stock while levels of new wholesale stock has increased. 12 Balance Sheet The Group balance sheet at 31 January 2018 remains strong with £9.5m of cash (2017: £13.5m), no bank borrowings and a maximum overdraft position during the year of £(0.5)m (2017: £2.0m in credit) as we purchased stock to support the strong growth in wholesale. This short term borrowing was funded by an agreed overdraft facility held with Barclays. The inventory was £0.1m (0.3%) higher than the previous year at £31.8m but with an increased mix of new season product. The Group will implement IFRS 16 ‘Leases’ effective 31 January 2019 and is proposing to adopt the ‘modified retrospective’ method for the transition meaning that the comparative 2018 results will not be restated when the standard is applied. The main impact of the new standard will be to bring operating leases onto the balance sheet. The Group is assessing the potential impact, but currently anticipates that the new standard will result in the carrying value of leased assets being increased by approximately £33.0m, with leased liabilities being increased by a similar amount on the date of transition. The application of the new standard will result in part of what is currently reported as operating lease costs being recorded as financial interest expense. However, the Group does not expect this to be material considering the length of existing leases and current interest rates. Cash Flow The trading operations of the Group generated cash of £1.1m (2017: £(1.0)m outflow) with the improvement on the previous year being driven by lower levels of trading losses and a working capital increase of £(0.2)m (2017: £0.9m reduction). This was driven by timing differences between inventory, debtors and creditors. Capital expenditure of £1.8m (2017: £0.7m) included investment in the new Manchester store as well as system improvements and updates to store equipment. We continue to target the closure of non-contributing stores and expect another eight to close in the current year, though as these are mainly end of lease properties there will be minimal expense upon closure. Taxation The tax charge for the year is £Nil (2017: £Nil) due to current profits generated in Hong Kong and the US offset by historic losses. The Group has unused tax trading losses with a potential value of £13.8m, of which £11.8m has not been recognised in these financial statements. As the Group returns to profit, these tax losses can be utilised. Dividends The Board of Directors remain of the view that the business is best served by retaining current cash reserves to support the turnaround of the business, and therefore do not recommend the payment of a dividend. The Board intend to keep the shareholder distribution policy under close review during the year. FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 FiNaNCiaL rEViEW Continued Going Concern Having reviewed the cash forecasts and the sources of cash funding available to the Group, the Board has concluded that it is appropriate to prepare the Group financial statements on a going concern basis. Furthermore, the Group has additional levers available to manage cash including reducing discretionary spend such as Capex, accelerating the liquidation of older season stock and bringing forward wholesale customer payments where deemed appropriate. The strategic report, from pages 2 to 13, has been reviewed and approved by the Board on 13 March 2018. By order of the Board Lee Williams Chief Financial Officer 13 March 2018 Notes: 1. Underlying Operating Loss excludes loss on store disposals and closures, and other professional fees. 2. Constant Currency (CCY) is calculated by translating the year ending January 2018 at 2017 rates to remove the impact of exchange rate fluctuations. Refer to Note 26 in the 2018 Annual Report. 3. LFL or “Like-for-Like” sales growth is defined as the year-on- year sales growth for owned stores and concessions open more than one year, including ecommerce revenues, removing the impact of closed stores and reported in constant currency. The Directors believe they are best reflective of how the business is managed and are informative to shareholders in understanding the performance of the business. 13 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 BOard OF dirECTOrS Stephen Marks Chairman and Chief Executive Stephen founded the Company in 1969 and has managed the Group’s development since then in the position of Chairman and Chief Executive. Neil Williams ACA Chief Operating Officer Neil joined the Group from KPMG in 1992 and was appointed to the Board in May 1994. He is a qualified Chartered Accountant and has filled a number of operational roles within the Group primarily focused on the wholesale, international and licensing businesses. Lee Williams ACMA, CGMA Chief Financial Officer Robin Piggott FCCA, ACIS Non-Executive Director Sarah Curran MBE Non-Executive Director Lee joined French Connection in April 2016 from ASOS, the global online fashion destination, where he was Director of Finance. Prior to that he was CFO of the WorldStores and Kiddicare businesses and Head of Financial Planning and Analysis at BrightHouse Group Plc. He spent the majority of the earlier part of his career at Wm. Morrison Supermarkets Plc and Kingfisher Plc in various senior finance roles. He also spent 4 years working for PwC Consulting with Retail assignments in the UK, US and Central Europe. Lee has amassed a wealth of commercial and financial retail experience, in both traditional multisite operations but also, importantly, online. He is a member of the Chartered Institute of Management Accountants. Robin was appointed to the Board on 19 September 2017. He was Finance Director and Company Secretary of Moss Bros PLC until 2016. He joined Alexon Group plc in 1987, holding a variety of financial and commercial roles and becoming Finance Director and Company Director in 1995. Prior to this he held senior financial roles at Granada Group plc and Geest Industries plc. Robin is a Fellow of the Association of Chartered Certified Accountants and an Associate of the Chartered Institute of Secretaries. Sarah was appointed to the Board on 19 September 2017. She was Managing Director of VeryExclusive.co.uk until 2017. Sarah started her career as a newspaper sub-editor and then went on to open Powder, a designer fashion boutique in North London. In 2006 Sarah set up the luxury online retailer My-Wardrobe.com making it one of the worlds most respected online fashion sites. Sarah was awarded an MBE for her services to British Fashion in 2013. In 2014 she began working with Shop Direct on a project to make luxury fashion accessible to more people, resulting in the launch VeryExclusive.co.uk in February 2015. Sarah actively supports new talent and women in business and sits on a number of judging panels as well as mentoring aspiring entrepreneurs through the Mentor MatchHER initiative. Sarah is also a valued Patron of the British Fashion Council and is a judge of the 2017 British Fashion Awards. 14 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 dirECTOrS' rEPOrT The Directors of French Connection Group PLC (“the Company”) present their Annual Report for the year ended 31 January 2018. Principal activity The Group designs and supplies branded fashion clothing and accessories as more fully described in the section entitled Our Business. Business review The principal operating subsidiaries of the Group for the period under review were French Connection Limited, French Connection UK Limited, French Connection (London) Limited, Contracts Limited, French Connection Group, Inc., French Connection (Hong Kong) Limited, Toast (Mail Order) Limited, French Connection (Canada) Limited and YMC Limited. The Companies Act requires that the Directors’ Report contains a fair review of the business and a description of the principal risks and uncertainties facing the Group. A review of the business strategy and a commentary on the performance of the business is set out in the Strategic Report. The principal risks facing the business are detailed in the section entitled Our Business and the corporate and social responsibilities of the Group are outlined in the Corporate Social Responsibility Statement. The Corporate Governance Statement may be found on page 18. The disclosures contained in those reports form part of this Directors’ Report. Robin Piggott and Sarah Curran were appointed to the Board as independent Non-Executive Directors on 19 September 2017, replacing Dean Murray and Claire Kent who resigned on the same date. In accordance with the Articles of Association, Robin Piggott and Sarah Curran, newly appointed to the Board, retire and submit themselves for re-appointment at the first AGM following their appointment. Christos Angelides resigned from his position as independent Non-Executive Director on 28 February 2017. The Board has considered all the factors which might compromise the independent judgement of the Non-Executive Directors at the year end and concluded there were none. The Board therefore considers both Mr Piggott and Ms Curran to be independent of the Company. At 31 January 2018, none of the Directors or their families held any beneficial interests in the issued capital of the Company other than Stephen Marks whose shareholding is disclosed below in the Directors’ Remuneration Report. The details of share options held by Directors are set out in the Directors’ Remuneration Report. There have been no changes in the Directors’ interests in the shares of the Company since the end of the financial year. Significant shareholdings As at 13 March 2018 the Company is aware of the following substantial interests in its ordinary shares: Stephen Marks of which: – held in family trusts – held by family members Percentage of Issued Share Capital Shares 40,094,190 41.7% 1,506,500 775,000 Sports Direct International plc 26,022,643 27.0% WA Capital Limited Fidelity International 7,851,911 4,096,408 8.2% 4.3% Contractual arrangements The Company has no contractual or other arrangements which are essential to the business of the Company nor any key customers or major suppliers on which it is dependent. Fair, balanced and understandable The Board has considered the regulatory changes impacting corporate reporting and Executive remuneration and believes this Annual report and Accounts complies with these changes taking into account emerging best practice. Notably the Board has determined that the 2018 Annual Report and Accounts, taken as a whole is fair, balanced and understandable. It provides the information necessary for shareholders to assess the position, performance, strategy and operating model of the Group and Company in accordance with the Code requirements. Dividend The Directors are recommending that no dividend should be paid for the year. Directors The Directors of the Company are set out in the Board of Directors on page 14. Lee Williams will retire by rotation in accordance with the Articles of Association and offer himself for re-election at the AGM. The Board considers that Mr Williams continues to make a major contribution to the strategy and operations of the Group and therefore recommends his re-election as Director. Details of Mr Williams’ remuneration and contract is set out in the Directors’ Remuneration Report. 15 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 dirECTOrS' rEPOrT Continued Supplier payment The majority of the Group’s creditors are suppliers with whom payment terms and conditions are agreed in advance. Where the supply of goods and services is satisfactory, it is the policy of the Group to pay creditors when they fall due for payment. For the year ended 31 January 2018, the Group’s average trade creditors represented 44 days purchases (2017: 42 days). The Company has minimal third party creditors. Employees It is the Group’s established practice that all employees have access to their immediate superiors and ultimately to the Chief Executive to discuss matters of concern to them as employees and that the views of employees are sought and taken into account in making decisions which are likely to affect their interests. Furthermore the Group seeks to encourage both the involvement of employees in its performance and a common awareness on the part of all employees of factors affecting its performance. The Group provides equal opportunities to all employees and prospective employees including those who are disabled. Carbon emissions The Group has disclosed carbon emissions data within the Corporate Social Responsibility Report. Property, plant and equipment The changes in intangible and tangible fixed assets during the year are set out in Notes 11 and 12 to the Group accounts. Financial instruments The financial instrument policies are set out in Note 26 to the Group accounts. Joint Ventures The Group is a member of two 50:50 Joint Ventures operating retail stores in China and Hong Kong. Both joint ventures are managed by committees with equal representation from the members. The Group’s share of the results of these businesses are included in these financial statements. Charitable and political donations Charitable donations of £6,231 (2017: £10,990) were made during the year. No political donations were made in either 2018 or 2017. Share capital and control The share capital of the Company comprises ordinary shares of 1p each; each share carries the right to one vote at general meetings of the Company. The issued share capital of the Company, together with movements in the Company’s issued share capital during the year, are shown in Note 21. The rights and obligations attached to the Company’s shares, in addition to those conferred on their holders by law, are set out in the Articles of Association. The holders of ordinary shares are entitled to receive all shareholder documents, attend and speak at general meetings of the Company, exercise all voting rights and to receive dividends and participate in other distributions of assets. 16 The Company is not aware of any agreements between shareholders restricting the voting rights or the right to transfer shares in the Company. The rules about the appointment and replacement of Directors are contained in the Company’s Articles of Association. Changes to the Articles of Association must be approved by the shareholders in accordance with the legislation in force from time to time. The powers of the Directors are determined by legislation and the Articles of Association of the Company in force from time to time. Powers relating to the issuing and buying back of shares are included in the Company’s Articles of Association and shareholder approval of such authorities may be sought, if considered appropriate by Directors, at the Annual General Meeting. The Company does not have agreements with any Director or employee that would provide compensation for loss of office or employment resulting from a takeover, save that the Company’s share schemes contain provisions which may cause options and awards granted to employees to vest on a takeover. Takeovers directive Section 992 of the Companies Act 2006, which implements the EU Takeovers Directive, requires the Company to disclose certain information. Most of these requirements are dealt with elsewhere in the Annual Report, however the following additional disclosures are required: The Company’s Articles of Association may be amended by special resolution of the shareholders. The Board of Directors is responsible for the management of the business of the Company and may exercise all the powers of the Company subject to the provisions of the relevant statutes, the Company’s Memorandum and Articles of Association. The Articles contain specific provisions and restrictions regarding the Company’s power to borrow money. Powers relating to the issuing of shares are also included in the Articles and such authorities are renewed by shareholders each year at the AGM. There are a small number of agreements that take effect, alter or terminate upon a change of control of the Group following a takeover, such as shareholder agreements with the minority shareholders in certain subsidiaries and the Company share option schemes. None of these is deemed to be significant in terms of their potential impact on the business of the Group as a whole. Going concern The Group has considerable cash resources, ending the year with £9.5m (2017: £13.5m) and with a low Group cash balance during the year of £(0.5)m overdrawn (2017: £2.0m in credit). The Group has no debt. Having reviewed the cash forecasts and the sources of cash funding available to the Group, the Board has concluded that the Group has a reasonable expectation to continue in operational existence for a period of one year from the date of this report. Furthermore, the Group has additional levers available to manage cash including reducing discretionary spend such as Capex, accelerating the liquidation of older season stock and bringing forward of wholesale customer payments where deemed appropriate. For this reason, the Board continues to adopt the going concern basis in preparing the accounts. FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 dirECTOrS' rEPOrT Continued Viability statement In accordance with provision C2.2 of the 2014 revision of the Code, the Directors have assessed the viability of the Company over a longer period than the 12 months required by the ‘Going Concern’ provision. The Board conducted this review for a period of three years which is deemed to be an appropriate period over which to provide the Group’s viability statement. The period is consistent with the Group’s forecasting process which considers annually and on a rolling basis a three year strategic plan. In making this statement, the Directors have carried out a robust assessment of the Group’s current position and prospects, the principal risks facing the business, the impact of sensitivity analysis and stress-testing and the effectiveness of any mitigating actions. The principal risks are identified in the ‘Principal risks and uncertainties’ section within ‘Our Business’ of the Annual Report. The assessment has considered the potential impacts of these risks on the business model, future performance, solvency and liquidity over the period. Based on this assessment, the Directors have a reasonable expectation that the Group will be able to continue in operation and meets its liabilities as they fall due for the term of the assessment period. Controlling shareholder In order to comply with changes to the Listing Rules relating to controlling shareholders, a relationship agreement has been executed between French Connection Group PLC and Stephen Marks. The Company has complied with all of the independence provisions of the Listing Rules. Disclosure of information to auditors The Directors who were members of the Board on the date the Directors’ Report was approved have confirmed the following: • to the best of each Director’s knowledge and belief there is no information relevant to their report of which the auditor is unaware; and • each Director has taken all the steps a Director might reasonably be expected to take to be aware of relevant audit information and to establish that it has been communicated to the auditor. Auditors KPMG LLP were appointed at the last AGM and have indicated their willingness to continue as Auditors. Resolutions to reappoint them and to authorise the Directors to determine their remuneration will be proposed at the 2018 AGM. AGM The AGM of the Company will be held at 10.00 am on 23 May 2018 and a Notice of Meeting has been sent to shareholders setting out details of the business to be conducted. Explanatory notes on all the business to be considered at this year’s AGM appear on pages 71 to 72 of this document. By order of the Board Lee Williams Company Secretary 13 March 2018 17 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 COrPOraTE GOVErNaNCE STaTEmENT Compliance with the UK Corporate Governance Code The Board is responsible for ensuring compliance with the UK Corporate Governance Code (the ‘Code’), which was published by the Financial Reporting Council in September 2016 and applies to reporting periods beginning on or after 17 June 2016. The code is available at www.frc.org.uk. Except as referred to below, the Company has complied with all relevant provisions of the 2016 Code throughout the year ended 31 January 2018 and from that date up to the date of publication of this Annual Report. Mr Marks is both Chairman and Chief Executive and is also the founder and the major shareholder (provisions A2.1 and A3.1). The culture of the business, led by the Chief Executive, is one of detailed involvement and a need for speedy reaction times. Mr Marks has led this culture and defined the character of the business throughout its existence. Constructive challenge by the independent Non-Executive Directors, as well as the effective functioning of the committees, ensures that authority is suitably balanced. As at the date of this report, the Board includes two independent Non-Executive Directors, Robin Piggott and Sarah Curran who were appointed to the Board on 19 September 2017, each of whom chairs one of the two committees of the Board and therefore has specific responsibilities. The Board has concluded that there would be no benefit in nominating a senior independent Non-Executive Director (provision A4.1). Both Non-Executive Directors are utilised as sounding boards for the Chairman and both are available to other Executive Directors or shareholders as necessary. Dean Murray and Claire Kent resigned from the Board as Non-Executive Directors on 19 September 2017 and the Board thank them for their hard work over their many years of service. Christos Angelides resigned from the Board as Non-Executive Director on 28 February 2017. Provision B1.1 recommends that the Board consider whether each Non-Executive Director is independent including whether the Director has served on the Board for more than nine years from the date of their first election. The Board considers both Robin Piggott and Sarah Curran to be independent under the terms of provision B1.1. The Board has considered whether there are any factors that might compromise the judgement of the Non-Executive Directors at the year end and concluded there were none. The Board therefore considers that all of the Non-Executive Directors are independent of the Company and thus fulfil the requirements of provision B1.2 of the Code. No Nomination Committee was formed during the year (B2.1 – B2.4) due to the size and composition of the Board. However, the Board met to contemplate, nominate and appoint the replacement Non-Executive Board members, Robin Piggott and Saran Curran as a result of the departure of Dean Murray and Claire Kent. The Chairman believes that the Board and its Committees functioned well during the year and supported the strategy and development of the Company. A detailed and formal evaluation was therefore not carried out during the year (provisions B6.1 – B6.3). The Board and its composition The Board reserves to itself certain key matters to approve or monitor on behalf of the shareholders the strategic direction, development and control of the Group. It approves strategic plans and annual capital and revenue budgets. It reviews significant investment proposals and the performance of past investments and maintains an overview and control of the Group’s operating and financial performance. It monitors the Group’s overall system of internal controls, governance and compliance and ensures that the necessary financial and human resources are in place for the Company to meet its objectives. The Board diversity policy is to ensure the selection process for Board candidates provides access to a range of candidates including gender diversity. The Board delegates responsibility for the day-to-day operation of the business to the Executive Directors within the framework of agreed prudent and effective controls. The Company Secretary’s responsibilities include ensuring relevant and timely information flows to the Board and between senior management and the Non-Executive Directors. The appointment and removal of the Company Secretary is a matter reserved for the Board. The Company Secretary is responsible, through the Chairman, for advising the Board on all corporate governance matters and for assisting the Directors with their professional development. All Directors are briefed by the use of comprehensive papers circulated in advance of Board meetings and by presentations at the meetings in addition to receiving minutes of previous meetings. The training needs of Directors are formally considered on an annual basis and are also monitored throughout the year with appropriate training being provided if required. Any member of the Board may take independent professional advice at the Company’s expense. All Directors have access to the advice and services of the Company Secretary. All Directors of the Company are covered by a comprehensive Directors and Officers insurance policy. The Company’s Articles of Association give power to the Board to appoint Directors, but require Directors to submit themselves for election at the first AGM following their appointment. At least one third of the Board is subject to re-election annually. The Board of Directors at the date of this report comprises three Executive Directors and two independent Non-Executive Directors. The biographical details of each Board member are set out in the Board of Directors report on page 14, including any other commitments outside the Company. During FY 2018 there were eight scheduled Board meetings. All the meetings were fully attended. The Non-Executive Directors are considered to be independent in that they remain free from any business or other relationship which could materially influence their judgement and represent a strong source of advice and independent challenge. Robin Piggott and Sarah Curran were appointed Non-Executive Directors, replacing Dean Murray and Claire Kent on 19 September 2017. 18 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 COrPOraTE GOVErNaNCE STaTEmENT Continued Lee Williams is required to stand for annual re-election in accordance with Section B7.1 of the Code and the Company’s Articles of Association. Robin Piggott and Sarah Curran are required to retire and submit themselves for re-appointment at the first Annual General Meeting following their appointment. Committees Each Board Committee has written terms of reference approved by the Board, which are available on the Company’s website. Audit Committee The Audit Committee comprises the two Non-Executive Directors: Robin Piggott, who is Chair of the Committee, and Sarah Curran. The Company’s auditors and the Chief Financial Officer attend by invitation. The Committee met three times during the year and each meeting was fully attended. Dean Murray chaired two of the Committee meetings prior to his resignation. Robin Piggott chaired the third meeting in the financial year and also attended the second meeting by invitation. Details of the Audit Committee are included in the Audit Committee Report. Nomination Committee No Nomination Committee was formed during the year (B2.1 – B2.4) due to the size and composition of the Board. However, the Board met to contemplate, nominate and appoint the replacement Non-Executive Board members, Robin Piggott and Saran Curran as a result of the departure of Dean Murray and Claire Kent. Remuneration Committee The Remuneration Committee comprises Sarah Curran, who is Chair of the Committee, and Robin Piggott. The Chief Financial Officer attends by invitation. The Committee met twice during the year and each meeting was fully attended. Details of the Remuneration Committee are included in the Directors’ Remuneration Report. The Disclosure Committee The Disclosure Committee was established in October 2013 to assist and inform the Chief Executive in his decisions concerning the identification of inside information and its disclosure. The Disclosure Committee comprises the Chief Executive, Chief Financial Officer and Chief Operating Officer. Code of ethics The Group operates under the detailed and entrepreneurial guidance of Stephen Marks (the founder of the business), the Executive Directors and a broad range of operational managers. As noted above, the Board includes two Non- Executive Directors who the Board believes provide independent challenge and input into the overall governance of the Group. The culture established by Mr Marks and the senior management is to expect a high standard of behaviour from everybody working for the Company. The Board has considered the risks associated with the issues raised by the Bribery Act 2010 as part of the broader review of risks faced by the Group and has reviewed the processes and controls in place to prevent offences under the Act. The Company also offers a confidential, whistleblowing hotline for any employee wishing to report any concern that they feel is inappropriate to raise with their line manager. All whistleblowing allegations are reported to, and considered by, the Executive Committee and Board. No instances occurred during the financial year. The Board has considered the Modern Slavery Act 2015 and has accordingly published a ‘Modern Slavery Statement’ on its website during the year. The statement sets out the actions taken by the Group and the steps going forward to aim to prevent modern slavery from its business and supply chains. Tax Board level oversight of tax matters is part of the Company’s tax risk governance process. All significant tax matters are reported to the Board by the Chief Financial Officer and tax matters are governed by the Group tax strategy. Internal control and risk management The Board, supported by the Audit Committee, confirms that there are ongoing procedures in place for identifying, evaluating and managing significant risks faced by the Group and that these have been in place for the year under review and up to the date of approval of the Annual Report and Accounts. The procedures have been reviewed on an ongoing basis throughout the year by the Audit Committee and in accordance with the requirements of the UK Corporate Governance Code. The Board conducts an annual review of the major risks affecting the business and the effectiveness of the system of internal control. These principal risks and uncertainties are highlighted within ‘Our Business’ section of the Annual Report. The Board is also closely monitoring the potential impact of Brexit and preparing for possible eventualities. The culture of the business results in the Executive Directors being closely involved in managing the business at a detailed level. This provides a high degree of direct monitoring of risks and control processes, conducted against the background of a culture of integrity, quality and high levels of communication. This is supported by reviews of daily, weekly and monthly detailed analyses of the performance of the business, the key performance indicators associated with the trading risks facing the Company and the detailed operational results. The Group does not have a separate internal audit function although during the year the Board considered whether there is a need for such a function, and concluded there are sufficient controls in place such that the benefits, when compared to the potential benefits of deploying additional resources in other areas, are not sufficiently clear. Certain elements of internal audit work are conducted or coordinated by the existing finance and accounting functions. These include reviews of financial controls internationally, externally facilitated reviews of procurement transactions and support for system developments between the separate accounting functions. 19 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 COrPOraTE GOVErNaNCE STaTEmENT Continued Communication with shareholders Communication with shareholders is generally conducted through one-to-one meetings with the Executive Directors and the Non-Executive Directors if requested. Meetings typically occur shortly after the announcements of half-year and full year results. The opinions expressed by shareholders are gathered by the Company Broker and passed directly to the Board. The AGM and the resolutions proposed for consideration at the meeting are another focus of communication with shareholders. Discussions are held prior to the meeting with shareholders where they have views on the resolutions. The level of proxy votes received is considered carefully by the Board and published on the Group’s website with details of any proposed Board action where significant votes were cast against a specific resolution. Following the 2017 AGM where a significant number of withheld votes were cast against resolutions to approve the accounts, Directors’ remuneration and auditors, the Board has met with a number of the parties with substantial shareholdings in the Company. In addition, the Board has subsequently replaced the Non-Executive Directors with two new independent Non-Executive Directors. By order of the Board Lee Williams Company Secretary 13 March 2018 20 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 aUdiT COmmiTTEE rEPOrT Introduction from the Audit Committee Chair I am pleased to present the Audit Committee Report for the year ended 31 January 2018. Firstly, I would like to thank Dean Murray and Claire Kent for their contribution to French Connection during their tenure as Non-Executive Directors. Both Dean and Claire resigned from their positions on 19 September 2017. Since my appointment as Chair of the Audit Committee in September 2017, I have focused on using my financial and commercial expertise to ensure the Committee fulfils its duties properly. The Audit Committee is responsible for ensuring that the financial integrity of the Group is effective, through the regular review of its financial performance. It is also responsible for ensuring that the Group has appropriate risk management processes and internal controls, and that the external audit process is robust. I explain in more detail the Committee’s activities in this report. The Audit Committee provides effective governance over external financial reporting, risk management and internal controls and reports its findings and recommendations to the Board. In my capacity as Chairman of the Audit Committee, I am pleased to report on the operations of the Committee during the past year, with emphasis on the specific matters we have considered, including compliance with the UK Corporate Governance (the Code) and associated Guidance on Audit Committees. I confirm that we have fully complied with the audit related requirements of the Code. Significant risk issues identified are referred to the Board for further consideration. Sarah Curran joined the Company as a fellow Non-Executive Director in September 2017. Sarah joins the Board with a wealth of experience in the fashion industry, particularly in the increasingly important digital and ecommerce areas. I thank my fellow Committee members Sarah Curran, Dean Murray and Claire Kent for their work and input to the Committee and have welcomed the openness of KPMG and French Connection personnel throughout the year. Robin Piggott Chair of the Audit Committee Membership and remit of the Audit Committee The Committee considers financial reporting and reviews the Group’s accounting policies and annual statements. In particular, any major accounting issues of a subjective nature are discussed by the Committee. The Committee also reviews audit activity including the recommendation to the Board regarding the appointment of the external auditor, their remuneration and scope of work, including non-audit services. The Audit Committee is also responsible for considering the independence, objectivity and effectiveness of the external auditor, for monitoring the level of non-audit services provided by the external auditor and for assessing the effectiveness of the risk management process. In accordance with Code provision B1.1, at the date of the 2018 Annual Report, the Audit Committee comprises two independent Non-Executive Directors: Robin Piggott and Sarah Curran. Robin Piggott (Chair) and Sarah Curran were appointed to the Board on 19 September 2017, replacing Dean Murray and Claire Kent who resigned on the same date. The Board understands that the UK Corporate Governance Code considers a Non-Executive Director to be independent if they have served on the Board for less than nine years. The Board acknowledges that both Robin Piggott and Sarah Curran are independent Non-Executive Directors. In accordance with Code provision C3.1, the Board considers that Robin Piggott has significant, recent and relevant financial experience. Biographies of all of the members of the Audit Committee, including a summary of their experience, are set out on page 14 of these accounts. The Audit Committee normally meets at least three times a year. Audit Committee meetings are also attended by the Chief Financial Officer, who is Secretary to the Committee and by invitation members of the Group Finance team and Partner and other senior staff of the external auditor. The Committee met three times during the financial year and each meeting was fully attended. Terms of reference The terms of reference of the Audit Committee are available on the Company’s website. Significant risk issues identified are referred to the Board for further consideration. The Audit Committee is authorised by the Board to review any activity within the business. It is authorised to seek any information it requires from, and require the attendance at any of its meetings of, any Director or member of management, and all employees are expected to co-operate with any request made by the Audit Committee. The Audit Committee is authorised by the Board to obtain, at the Company’s expense, outside legal or other independent professional advice and secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. The Chair of the Audit Committee reports to the subsequent Board meeting on the Committee’s work and the Board receives a copy of the minutes of each meeting. 21 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 aUdiT COmmiTTEE rEPOrT Continued Significant issues considered by the Audit and Risk Committee The Committee considered the significant accounting issues, matters and judgements in relation to the Group’s financial statements and disclosures for the year ended 31 January 2018. As part of the half-year and full year reporting process, management present a Financial Review to the Committee, and the external auditors are asked to also comment on the key areas of accounting judgement and disclosure. The information presented is used by the Committee to critically review and assess the key policies and judgements that have been applied, the consistency of policy application from year to year and the appropriateness of key disclosures made, together with compliance with the applicable accounting standards. After discussion with both management and the external auditor, the Committee determined that the significant accounting issues in relation to the Group’s financial statements related to: Net realisable value of inventories (NRV) Net realisable value was discussed with management during the year and with the auditor at the time the Committee reviewed and agreed the auditors’ Group audit plan, and also at the conclusion of the audit of the financial statements. The Committee interrogated management’s key assumptions made regarding net realisable value and was satisfied that the significant assumptions had been appropriately scrutinised, challenged and were sufficiently robust. The auditor explained their audit procedures to test management’s assumptions and calculations and considered the Group’s disclosures on the subject. On the basis of their audit work, the auditor considered that the carrying value of inventory was materially appropriate in the context of the financial statements as a whole. Store disposals and closures The Group implemented an extensive review of the UK retail business in 2012 targeting the disposal of loss making stores where economically viable. The Audit Committee required the Group Financial Controller to present a summary of the store disposal costs expensed during the year and accrued at the end of the financial period and the accounting treatment of these costs. The Committee interrogated management’s key assumptions and was satisfied that the significant assumptions were sufficiently robust. The Committee agreed that the review process was ongoing and that loss making stores continued to be actively marketed for disposal. The Committee acknowledged that the initial retail review had taken longer than expected to implement and that there was a revised targeted date of 2019 to rationalise the store portfolio to an acceptable size. The Committee therefore advocated the accounting treatment of these costs as separately identifiable to trading revenue and expenses and to be reported separately from underlying operating loss. The auditor explained their audit procedures to test management’s assumptions and calculations and considered the Group’s disclosures on the subject. On the basis of this audit work, the auditor considered that the accounting treatment was appropriate. 22 Accounting developments The Group Financial Controller presented a summary of key accounting standard updates and the impact on the reporting of the Group results, specifically IFRS 16 ‘Leases’, IFRS 15 ‘Revenue Recognition’ and IFRS 9 ‘Financial Instruments’. The Committee interrogated management regarding the key assumptions and calculations and was satisfied that these were sufficiently robust. The auditor explained their audit procedures to test management’s assumptions and calculations and considered the Group’s disclosures. On the basis of their audit work the auditor considered that these were appropriate. Risk management framework The risk management framework is considered by the Board during the year, and was discussed on an ongoing basis in the Audit Committee. The Audit Committee also considered a Business Systems Risk Review report presented by the Head of IT which set out in detail for all business systems the IT risk register, risk ranking, risk mitigation and investment plans. The Audit Committee supported the approach taken by management to identify and mitigate IT risks. The Group did not have a separate internal audit function during the year. The Audit Committee considered whether there was a need for such a function and concluded that there are sufficient controls in place such that the benefits, when compared to the potential benefits of deploying additional resources in other areas, were not sufficiently clear. Confidential reporting The Group’s whistle blowing policy enables staff, in confidence, to raise concerns about possible improprieties in financial and other matters and to do so without fear of reprisal. The Audit Committee receives quarterly reports on whistle blowing incidents and remains satisfied that the procedures in place are satisfactory to enable independent investigation and follow up action of all matters reported. No issues have been reported in the current year. Other matters considered The Audit Committee strategy and timetable was considered and agreed. Reporting of other matters All significant insurance claims and incidents of fraud or theft are reported to the Committee. There have been no significant incidents during the year. External auditor appointment The Financial Reporting Council (the FRC) has published the final stage of its Consultation on “Enhancing Confidence in Audit: Proposed revisions to the Ethical Standard, Auditing Standards, UK Corporate Governance Code and Guidance on Audit Committees” which details proposals to implement the EU Directive and Regulation on audit reform. The Ethical Standard came into effect for accounting periods commencing on or after 17 June 2016. The Audit Committee understands that this will be relevant for all listed companies from 2016. The Committee is aware that KPMG LLP’s last possible year of engagement is currently 2021 and is developing an appropriate Audit tendering policy. FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 aUdiT COmmiTTEE rEPOrT Continued External auditor’s independence The Committee has adopted a policy in relation to the appointment of the external auditors to conduct non-audit services for the Group. Following the introduction of new auditor independence rules, the policy has now changed such that the majority of services including tax planning and compliance are now not permitted to be performed by the external auditor. The services prohibited ceased prior to the year ended 31 January 2017. The objective of this policy is to protect the independence of the auditors while retaining the benefits to be gained from synergies with existing work areas. In 2017/2018 the ratio of audit to non-audit fees was 1 : 0.01. The Audit Committee has considered the independence of the external auditor, including the non-audit services performed, and has concluded that those non-audit services provided do not impair the auditor’s independence. External audit annual assessment The Chief Financial Officer, and the Audit Committee meet with the external auditors to discuss the audit strategy and any key issues included on the Audit Committee’s agenda during the year. After formal discussion, the Audit Committee considers that the relationship with the auditors is working well and is satisfied with their effectiveness. 23 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 dirECTOrS' rEmUNEraTiON rEPOrT Annual Statement by the Chairman of the Remuneration Committee On behalf of the Board, I am pleased to present the Directors’ Remuneration Report for the year ended 31 January 2018. In my report as Chairman of the Remuneration Committee, I set out the Committee’s approach to Directors’ remuneration. The Committee’s objective is to set a remuneration policy that is clearly understood by our shareholders and employees, and that drives the right behaviour in terms of incentivising Executive Directors to deliver growth in long-term shareholder value. Both myself and Robin Piggott joined the Board as independent Non-Executive Directors on 19 September 2017, replacing Dean Murray and Claire Kent who resigned at the same date. The Remuneration Committee considered and approved the contract of employment and remuneration package for both myself and Robin Piggott in accordance with the Group remuneration policy and the details of both are contained within this report. There were no substantial changes relating to Directors’ remuneration made during the year. We are happy to discuss any remuneration matters with shareholders and hope that we can enjoy your support on the remuneration-related resolutions at the 2018 AGM. Sarah Curran Chairman, Remuneration Committee Directors’ Remuneration Report The Directors’ Remuneration Report sets out details of the remuneration policy (Section 1) for Executive and Non- Executive Directors, describes the implementation of that policy (Section 2) and discloses the amounts paid relating to the year ended 31 January 2018. The report complies with the provisions of the Companies Act 2006 and Schedule 8 of The Large and Medium-sized companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. The report has been prepared in line with the recommendations of the UK Corporate Governance Code and the requirements of the UKLA Listing Rules, as well as the GC100 and Investor Group. The Remuneration Committee comprises Sarah Curran and Robin Piggott. The Chief Financial Officer acts as Secretary to the Committee. The Committee met twice during the year to consider the Directors’ and senior managers’ remuneration. All meetings were fully attended. When setting the policy for Executive Directors’ remuneration, the Committee takes into account total remuneration levels operating in companies of a similar size and complexity, the responsibilities of each individual role, individual performance and an individual’s experience. Our overall policy, having had due regard to the factors noted, is to weight remuneration towards variable pay. This is typically achieved through setting base pay, pension and benefits up to market median levels, with a variable pay opportunity linked to the achievement of company and personal performance targets. In setting remuneration for the Executive Directors, the Committee does take note of the overall approach to reward for employees in the Group and salary increases will ordinarily be (in percentage of salary terms) in line with those of the wider workforce. We remain committed to shareholder dialogue and take an active interest in voting outcomes. There have been no significant policy changes or other substantial matters which required dialogue with shareholders during the year. If any of the shareholders are opposed to our policy we would endeavour to meet with them to understand and respond to any issues they may have. The Committee considers developments in institutional investors’ best practice expectations and the views expressed by shareholders during any dialogue. The Committee does not formally consult directly with employees on Executive pay. 24 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 dirECTOrS' rEmUNEraTiON rEPOrT Continued Terms of reference for the Remuneration Committee The terms of reference can be found on the Company’s website. Section 1: Remuneration Policy The objective of the policy is to ensure it is appropriate to the Group’s needs and reward Executives for creating shareholder value. It is the Remuneration Committee’s intention to maintain incentive arrangements which are subject to challenging performance targets, reflect the Company’s objectives and which motivate executives to focus on both annual and longer term performance. The Company’s policy is: • to provide remuneration packages for the Executive Directors and other senior managers in the Group which are appropriate to the size and nature of the Group’s business and which will attract, retain and motivate high calibre Executives; and • to balance the fixed and performance-related elements of remuneration appropriately and to provide both short-term and longer-term incentives to achieve the strategic aims of the Group. Structure of remuneration Element Purpose and link to strategy Operation (including maximum levels) Salary and fees To provide the core reward for the role Basic salaries are reviewed annually, with changes effective from February 1st Sufficient to attract, retain and motivate high calibre Executives Salaries are typically set having regard to competitive market practice, each Director’s contribution to the business, general inflation rates and the conditions within the Group Salaries may be adjusted and any increase will ordinarily be (in percentage of salary terms) in line with those of the wider workforce Increases beyond those granted to the wider workforce (in percentage of salary terms) may be awarded in certain circumstances such as where there is a change in responsibility, progression in the role, experience or a significant increase in the scale of the role and/or size, value and/or complexity of the Group Salary levels for current incumbents for the 2018 financial year are as follows: Chairman/CEO: £349,065 Chief Operating Officer: £260,790 Chief Financial Officer: £193,800 Framework used to assess performance and provisions for the recovery of sums paid The Committee considers individual salaries at the appropriate Committee meeting each year after having due regard to the factors noted in operating the salary policy No recovery provisions apply to salary Benefits in kind Pension Annual Bonus In line with the Company’s strategy to keep remuneration simple and consistent with practices in the market To provide post-retirement remuneration and market typical benefits to ensure that the overall remuneration package is competitive To incentivise and recognise execution of the business strategy on an annual basis Rewards the achievement of annual financial, operational and individual goals Executive Directors receive car benefit, medical cover and life cover in line with other senior management Executive Directors also receive personal accident and sickness cover Not applicable No recovery provisions apply to benefits The cost to the Company of providing these benefits may vary from year to year depending on the cost of insuring the benefit Defined contribution plan with up to 10% monthly employer contributions A cash alternative may be considered Not applicable No recovery provisions apply to pension benefits Bonuses are capped at 100% of basic salary Bonus payments are proposed to the Board after the end of each financial year and approved by the Committee for payment in March The bonus is calculated using pro-rata base salary if the Director joined the Company during the year If the Director resigns or has his/her employment terminated before the payment date, no bonus will normally be payable The annual grant of bonuses is based on the financial performance of the Group in relation to initial budgets, prior year performance and market conditions, as well as operational and individual goals No recovery provisions apply to the Annual Bonus. 25 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 dirECTOrS' rEmUNEraTiON rEPOrT Continued Structure of remuneration continued Element Long- term incentive plans (LTIPs) Purpose and link to strategy To align the interests of the Executive Directors with the performance of the business and the interests of the shareholders through the use of share option schemes To incentivise and recognise execution of the business strategy over the longer term Rewards strong financial performance Operation (including maximum levels) At the discretion of the Board and approval of the Remuneration Committee the Company may issue share options to Directors up to a maximum of two times salary in each year In exceptional circumstances the Board has the discretion to issue options up to four times salary although this power has not been used for more than ten years Options will normally be granted at market value on the date of grant unless otherwise stated in a Service Agreement Options may be granted at a discount to the market value only in circumstances where the grant of options is agreed as part of a recruitment package in which case the exercise price of the option may be determined by reference to the market value on the date on which the individual’s employment commenced The share option schemes include an upper limit on the number of shares which can be issued of 10% of the total share capital in any ten year period Framework used to assess performance and provisions for the recovery of sums paid Share Awards vest based on three year performance against a challenging range of financial targets No recovery provisions apply to the LTIP. Any provisions will be considered in 18/19 in line with D1.1 of the Corporate Governance code The Committee has not been required to apply any discretion during 2018 outside the stated Remuneration Policy. Any use of the above discretions would, where relevant, be explained in the annual Directors’ Remuneration Report and may, as appropriate, be the subject of consultation with the Company’s major shareholders. The performance metrics that are used for our annual bonus and LTIP are to reflect the Group’s key performance indicators, notably ‘Profit before Tax’. The Executive remuneration policy is broadly in line with other French Connection employees, with the main difference that there is no share scheme below senior Executive level and some variation of benefits offered. Any loss of office payment will be approved by the Group Board and Remuneration Committee. Any payment will be made at discretion and on a case-by-case basis. Any payments made beyond contractual and statutory obligations would be exceptional in nature either due to additional obligations taken on by the departing Director or due to specific circumstance and always benchmarked against market practice. Illustration of application of policy The tables below represent the variations in remuneration at different levels of performance for the first year application of the remuneration policy for the Executive Directors. 800,000 700,000 600,000 500,000 400,000 300,000 200,000 100,000 Stephen Marks Annual incentives Fixed only 30% 46% 100% 70% 54% 0 Fixed On-target Maximum Base Benefit Pension Total Fixed (£) 349,065 28,700 11,011 388,776 On-target Maximum On-target is assumed to be an annual bonus equal to 50% of maximum Full payout of annual variable pay i.e. 100% of base salary 26 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 dirECTOrS' rEmUNEraTiON rEPOrT Continued 600,000 500,000 400,000 300,000 200,000 100,000 Neil Williams Annual incentives Fixed only 30% 46% 100% 70% 54% Executive Director’s terms of employment Neil Williams’ service contract is dated 17 April 1996, has an indefinite term, and includes provision for a notice period of twelve months by either party. Lee Williams’ service contract is dated 4 April 2016, has an indefinite term, and includes provision for a notice period of six months by either party. The service agreements can be inspected at the Group registered office. 0 Fixed On-target Maximum Stephen Marks has no service contract. Base Benefit Pension Total Fixed (£) 260,790 17,768 10,000 288,558 On-target Maximum On-target is assumed to be an annual bonus equal to 50% of maximum Full payout of annual variable pay i.e. 100% of base salary 450,000 400,000 350,000 300,000 250,000 200,000 150,000 100,000 50,000 0 Lee Williams Annual incentives Fixed only 30% 46% 100% 70% 54% Fixed On-target Maximum Base Benefit Pension Total Fixed (£) 193,800 11,088 19,380 224,268 On-target Maximum On-target is assumed to be an annual bonus equal to 50% of maximum Full payout of annual variable pay i.e. 100% of base salary Non-Executive Directors Non-Executive Directors have specific terms of engagement and the Board determines their remuneration. Robin Piggott’s terms of engagement are dated 19 September 2017, have an indefinite term and allow for a notice period of one month. Sarah Curran’s terms of engagement are dated 19 September 2017, have an indefinite term and allow for a notice period of one month. Dean Murray’s terms of engagement were dated 7 March 2008 and terminated on 19 September 2017. Claire Kent’s terms of engagement were dated 3 October 2008 and terminated on 19 September 2017. Christos Angelides’ terms of engagement were dated 15 March 2016 and terminated on 28 February 2017. The Non-Executive Directors each receive total annual salaries of £30,000. No detailed disclosures have been provided for Non-Executive Directors other than for that relating to their fees, as this is the only form of remuneration the Non-Executive Directors receive. Section 2: Application of the remuneration policy for 2018 The Executive Directors’ salaries will be reviewed on 1 April 2018 and will be increased as follows: Stephen Marks Neil Williams Lee Williams +3% +3% +3% The annual bonus for the 2018 financial year will operate on the same basis as for the 2017 financial year and will be consistent with the policy detailed in the Remuneration policy section of this report in terms of the maximum bonus opportunity. The measures have been selected to reflect goals that support the key strategic objectives of the Company. The Remuneration Committee will exercise their discretion to grant share options according to the Remuneration Policy during the Financial Year 2018 dependent upon the financial position of the Group and the personal contribution of each Executive Director. Currently no share grant is contemplated for the forthcoming year. 27 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 dirECTOrS' rEmUNEraTiON rEPOrT Continued Directors’ single figure of total remuneration (audited) The following table sets out the single figure of total remuneration for Directors for the financial years ended 31 January 2018 and 2017: Director’s earnings Directors’ emoluments Year ended 31 January 2018 Executive Directors Stephen Marks Neil Williams Lee Williams Non-Executive Directors Dean Murray* Claire Kent* Christos Angelides+ Robin Piggott++ Sarah Curran++ Year ended 31 January 2017 Executive Directors Stephen Marks Neil Williams Lee Williams +++ Non-Executive Directors Dean Murray Claire Kent Christos Angelides Salary & fees £000 Benefits in kind £000 Annual bonus £000 Pension £000 Total £000 349 261 194 19 19 3 11 11 867 Salary & fees £000 321 255 158 30 30 27 821 29 18 11 – – – – – 58 – – – – – – – – – 11 10 19 – – – – – 389 289 224 19 19 3 11 11 40 965 Benefits in kind £000 Annual bonus £000 Pension £000 Total £000 27 17 9 – – – 53 – – – – – – – 32 12 16 – – – 60 380 284 183 30 30 27 934 * Dean Murray and Claire Kent resigned from the Board on 19 September 2017. + Christos Angelides resigned from the Board on 28 February 2017. ++ Robin Piggott and Sarah Curran joined the Board on 19 September 2017. +++ Lee Williams joined the Board on 4 April 2016. Percentage change in remuneration of Chief Executive The Chief Executive received a 3% pay increase in 2018 in line with the rest of the eligible Group employees. There was no Group increase in benefits in kind or pension contributions. No annual bonus was paid to the Chief Executive in 2018 (2017: £Nil). Employee annual incentives have not been finalised at the signing date of the Annual Report. Relative importance of spend on pay Remuneration paid to all employees of the Group during 2018 was £34.1m which represented 45% of the total overheads of the Group (2017: £34.0m (43%)). The table below shows the total pay for all of the Group’s employees compared to distributions. Employee costs Dividends 28 2018 £m 34.1 – 2017 £m 34.0 – % change 0.3% – FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 dirECTOrS' rEmUNEraTiON rEPOrT Continued Directors’ shareholding and share interests (audited) Directors’ share options Aggregate emoluments disclosed above do not include any amounts for the value of options to acquire shares in the Company granted to or held by the Directors. Details of options to subscribe for ordinary shares of 1p each in the Company held by Directors who served during the year are as follows: 1 February 2017 No. of options Issued during the year 31 January 2018 No. of options Exercise price (p) Dates of grant Dates from which exercisable Dates of expiry Stephen Marks Neil Williams Lee Williams 376,700 284,500 537,736 – – – 376,700 56.20 29 Oct 2008 29 Oct 2011 29 Oct 2018 284,500 56.20 29 Oct 2008 29 Oct 2011 29 Oct 2018 537,736 35.33 4 Jul 2016 4 Jul 2019 4 Jul 2026 No options were exercised during the year. The market price of the shares at 31 January 2018 was 33.20p and the range during the year was 31.50p to 45.13p. The average market share price during the year was 38.64p. The options granted are exercisable between three and ten years after the date of grant and were subject to performance conditions described below. Statement of Directors’ shareholding and share interests (audited) Share options* with performance conditions No. Vested but unexercised No. Shares beneficially owned No. Total interest in shares No. Stephen Marks Neil Williams Lee Williams – – 537,736 376,700 40,094,190 40,470,890 284,500 – – – 284,500 537,736 537,736 661,200 40,094,190 41,293,126 * Outstanding service conditions. The options awarded to Lee Williams during the prior year have targeted performance conditions attached (50% of the share options will be exercisable if the minimum performance criteria is met) and a three year service condition. The face value of these options based on the share price at the date of the grant was £190,000. Statement of shareholding voting The results of the vote on the Remuneration Report at the 2017 AGM are set out in the table below. Votes for Discretion Votes against Votes withheld Number % Number % Number % Number Remuneration Report 51,155,737 99.94 7,765 0.02 21,783 0.04 15,571,553 29 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 dirECTOrS' rEmUNEraTiON rEPOrT Continued Review of past performance and total shareholder return This graph below demonstrates the Company’s performance, measured by total shareholder return, compared with the performance of the FTSE Small Cap Index also measured by total shareholder return. This index has been selected for the comparison because it reflects the market sector in which the Company is reported. The graph has been compiled on annual data at 31 January of each year. Total cumulative shareholder return for the nine-year period to 31 January 2018 450 400 350 300 250 200 150 100 50 0 Jan 09 Jan 10 Jan 11 Jan 12 Jan 13 Jan 14 Jan 15 Jan 16 Jan 17 Jan 18 French Connection TSR FTSE Small Cap TSR 2010 £’000 2011 £’000 2012 £’000 2013 £’000 2014 £’000 2015 £’000 2016 £’000 2017 £’000 2018 £000 Total CEO remuneration 330 505 342 352 402 361 371 380 389 Annual variable element award rates against maximum opportunity 0% 62% 0% 0% 17% 0% 0% 0% 0% Approval This report was approved by the Board of Directors on 13 March 2018 and signed on its behalf by: Lee Williams Company Secretary Company Number: 1410568 13 March 2018 30 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 STaTEmENT OF dirECTOrS' rESPONSiBiLiTiES In respect of the Annual Report and the Financial Statements The Directors are responsible for preparing the Annual Report and the Group and parent Company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and parent Company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU) and applicable law and have elected to prepare the parent Company financial statements in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework. Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of their profit or loss for that period. In preparing each of the Group and parent Company financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and estimates that are reasonable, relevant, reliable and prudent; • for the Group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU; • for the parent Company financial statements, state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the parent Company financial statements; • assess the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and • use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that complies with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Responsibility statement of the Directors in respect of the annual financial report We confirm that to the best of our knowledge: • the financial statements, prepared in accordance with the applicable set of accounting standards, 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; and • the strategic report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. We consider the Annual Report and Accounts, 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.. By order of the Board Neil Williams Chief Operating Officer 13 March 2018 Lee Williams Chief Financial Officer 31 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 iNdEPENdENT aUdiTOr'S rEPOrT To the members of French Connection Group PLC 1. Our opinion is unmodified We have audited the financial statements of French Connection Group PLC (“the Company”) for the year ended 31 January 2018 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, consolidated statement of cash flows, company balance sheet, company statement of changes in equity, and the related notes, including the accounting policies in note 1. In our opinion: • the financial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at 31 January 2018 and of the Group’s loss for the year then ended; • the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union; • the parent Company financial statements have been properly prepared in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework; and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the audit committee. We were appointed as auditor by the shareholders in 1994. The period of total uninterrupted engagement is for the 26 financial years ended 31 January 2021. We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. No non- audit services prohibited by that standard were provided. Overnew Materiality: group financial statements as a whole Coverage Risks of material misstatement Recurring risks Group Parent £1.54m (2017: £1.55m) 1% (2017: 1%) of group revenues 89% (2017: 86%) of group profit before tax vs 2017 Valuation of inventory Recoverability of parent company’s investment in subsidiaries 32 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 iNdEPENdENT aUdiTOr'S rEPOrT To the members of French Connection Group PLC 2. Key audit matters: our assessment of risks of material misstatement Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including 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. We summarise below the key audit matters (unchanged from 2017), in decreasing order of audit significance, in arriving at our audit opinion above, together with our key audit procedures to address those matters and, as required for public interest entities, our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on these matters. The risk Our response Valuation of inventory (£31.8 million; 2017: £31.7 million) Refer to page 22 (Audit Committee Report), page 44 (accounting policy) and page 53 (financial disclosures). Subjective estimate: Inventory is carried in the financial statements at the lower of cost and net realisable value. The net realisable value of inventory in the fashion industry is difficult to estimate, in particular due to uncertain consumer demand. As a result there is a risk that the amount recognised exceeds the lower of net realisable value or cost. Our procedures included: • Historical comparisons: We assess the reasonableness of the current year provision, taking into consideration the historical accuracy of prior year provisions. • Our sector experience: We challenged the group’s assumptions used in estimating the net realisable value of inventory, in particular the provision percentage applied to old stock and the extent to which those stock are expected to be sold through various channels, using our knowledge of the industry. • Test of detail: We have tested on a sample basis that items on the stock ageing listing by season were classified appropriately in the relevant ageing bracket. • Assessing transparency: We considered the adequacy of the group’s disclosures involved in respect of the degree of estimation involved in valuing inventory. Our results • We found the group’s assessment of the valuation of inventory to be acceptable (2017: acceptable). 33 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 iNdEPENdENT aUdiTOr'S rEPOrT To the members of French Connection Group PLC 2. Key audit matters: our assessment of risks of material misstatement continued The risk Our response Recoverability of parent company’s investment in subsidiaries (£37.2 million; 2017: £38.7 million) Refer to page 65 (accounting policy) and page 66 (financial disclosures). Forecast-based valuation The carrying amount of the parent company’s investments in subsidiaries are significant and at risk of irrecoverability due to continuing weak demand in the retail clothing and accessories market. We have further considered the difference between the carrying value of the cost of investment of £37.2m to the market cap of the entity of £27m. The estimated recoverable amount of these balances is subjective due to the inherent uncertainty in forecasting trading conditions and cash flows used in the budgets. Our procedures included: • Tests of detail: We assessed the investments in subsidiaries for any indicators of impairment. We compared the carrying amount of a sample of the highest value investments, representing 99% (2017: 99%) of the total investment balance, with the relevant subsidiaries’ balance sheet to identify whether their net assets were in excess of their carrying amount and whether those entities were loss making. • Assessing subsidiary audits: We assessed the work performed by the subsidiary audit teams or agreed to work performed by us on that sample of those subsidiaries and considering the results of that work, on those subsidiaries’ profits and net assets. • Tests of detail: For investments at risk of impairment, we compared the carrying amount with the recoverable amount. We assessed the reasonableness of the assumptions used regarding future trading conditions in the cash flow forecasts prepared by the group. Our results • We found the group’s assessment of the recoverability of the investment in subsidiaries to be acceptable. (2017: acceptable). 34 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 iNdEPENdENT aUdiTOr'S rEPOrT To the members of French Connection Group PLC 3. Our application of materiality and an overview of the scope of our audit The materiality for the group financial statements as a whole was set at £1.54m (2017: £1.55m). This has been determined with reference to a benchmark of group revenue, of £154.0m (2017: £153.2m), of which it represents 1.0% (2017: 1.0%). We consider group revenue to be the most appropriate benchmark as it provides a more stable measure year on year than group profit before tax. The materiality for the parent company was set at £1.125m (2017: £1.16m). This has been determined with reference to a benchmark of total assets, of £38.4m (2017: £39.9m), of which it represents 2.9% (2017: 2.9%). We report to the Audit Committee any corrected and uncorrected misstatements we identified through our audit with a value in excess of £0.075m (2017: £0.075m), in addition to other identified misstatements that warranted reporting on qualitative grounds. The components within the scope of our work accounted for the percentages illustrated opposite. Of the group’s fifteen (2017: fifteen) reporting components we subjected seven (2017: seven) to audits for group reporting purposes and one (2017: one) in the USA to specified risk focused audit procedures. The latter was not individually financially significant enough to require an audit for group reporting purposes, but did present specific individual risks that needed to be addressed and as such we performed specified audit procedures to address these risks. For these residual components which represent 11% (2017: 14%) of group revenue and 10% (2017: 11%) of total group assets, we performed analysis at an aggregated group level to re-examine our assessment that there were no significant risks of material misstatement within these. The Group audit team instructed the component auditors in the USA and UK as to the significant areas to be covered, including the relevant risk detailed above and the information to be reported back. The Group audit team approved the component materialities which were set at £1.0m (2017: £1.0m). The work on the USA and UK components was performed by component auditors. The Group audit team held telephone meetings with the component auditors in the USA and the UK. At these meetings, the findings reported to the Group audit team were discussed in more detail, and any further work required by the Group audit team was then performed by the component auditors. Group Revenues £154.0m (2017: £153.2m) Group Materiality £1.54m (2017: £1.55m) £1.54m Whole financial statements materiality (2017: £1.55m) £1.125m Range of materiality at 8 components (£0.008m- £1.125m) (2017: £0.008m to £1.125m) £0.075m Misstatements reported to the audit committee (2017: £0.075m) Group revenue Group materiality Group revenue Group profit before tax 17 17 89%(2017 86%) 69 72 89%(2017 86%) 86 89 Group total assets 15 11 90%(2017 89%) 78 75 Full scope for group audit purposes 2018 Specified risk-focused audit procedures 2018 Full scope for group audit purposes 2017 Specified risk- focused audit procedures 2017 Residual components 4. We have nothing to report on going concern We are required to report to you if: • we have anything material to add or draw attention to in relation to the directors’ statement in note 1 to the financial statements on the use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Group and Company’s use of that basis for a period of at least twelve months from the date of approval of the financial statements; or • if the related statement under the Listing Rules set out on page 16 is materially inconsistent with our audit knowledge. We have nothing to report in these respects. 35 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 iNdEPENdENT aUdiTOr'S rEPOrT To the members of French Connection Group PLC 5. We have nothing to report on the other information in the Annual Report • The directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon. • Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information. Strategic report and directors’ report Based solely on our work on the other information: • we have not identified material misstatements in the strategic report and the directors’ report; • in our opinion the information given in those reports for the financial year is consistent with the financial statements; and • in our opinion those reports have been prepared in accordance with the Companies Act 2006. Directors’ remuneration report • In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. Disclosures of principal risks and longer-term viability Based on the knowledge we acquired during our financial statements audit, we have nothing material to add or draw attention to in relation to: • the directors’ confirmation within the viability statement on page 17 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 and liquidity; • the Principal Risks disclosures describing these risks and explaining how they are being managed and mitigated; and • the directors’ explanation in the viability statement of how they have assessed the prospects of the Group, over what period they have done so and why they considered 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. Under the Listing Rules we are required to review the viability statement. We have nothing to report in this respect. Corporate governance disclosures We are required to report to you if: • we have identified material inconsistencies between the knowledge we acquired during our financial statements audit and the directors’ statement that they consider that 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; or • the section of the annual report describing the work of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee; or We are required to report to you if the Corporate Governance Statement does not properly disclose a departure from the eleven provisions of the UK Corporate Governance Code specified by the Listing Rules for our review. We have nothing to report in these respects. 6. We have nothing to report on the other matters on which we are required to report by exception Under the Companies Act 2006, we are required to report to you if, in our opinion: • adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or • the parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. We have nothing to report in these respects. 36 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 iNdEPENdENT aUdiTOr'S rEPOrT To the members of French Connection Group PLC 7. Respective responsibilities Directors’ responsibilities As explained more fully in their statement set out on page 31, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and 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 they 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 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 other irregularities (see below), or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud, other irregularities or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities. Irregularities – ability to detect Our audit aimed to detect non-compliance with relevant laws and regulations (irregularities) that could have a material effect on the financial statements. In planning and performing our audit, we considered the impact of laws and regulations in the specific areas of the Advertising Standards Authority, Employee Litigation, Health and Safety, Counterfeit goods, and Packaging and waste regulations, recognising that the group operates as a listed retail group. We identified these areas through discussion with the directors and other management (as required by auditing standards), from our sector experience, and from inspection of the group’s regulatory, licensing and legal correspondence. In addition we had regard to laws and regulations in other areas including financial reporting, and company and taxation legislation. We considered the extent of compliance with those laws and regulations that directly affect the financial statements, being Advertising Standards Authority, Employee Litigation, Health and Safety, Counterfeit goods, and Packaging and waste regulations as part of our procedures on the related financial statement items. For the remaining laws and regulations, we made enquiries of directors and other management (as required by auditing standards). We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. As with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. 8. The purpose of our audit work and to whom we owe our responsibilities 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. Jeremy Hall (Senior Statutory Auditor) For and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants 15 Canada Square, London E14 5GL 13 March 2018 37 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 CONSOLidaTEd STaTEmENT OF COmPrEhENSiVE iNCOmE Year ended 31 January 2018 Note 2018 £m 2017 £m Revenue Cost of sales Gross profit Operating expenses Other operating income Net loss on store disposals and closures Other professional fees Finance expense Share of loss of joint ventures, net of tax Operating loss Underlying operating loss Net loss on store disposals and closures Other professional fees Loss before taxation Taxation Loss for the year The Group’s results were entirely from continuing operations. Loss for the year Other comprehensive income Items that are or may be reclassified subsequently to profit or loss Currency translation differences for overseas operations Currency translation differences on foreign currency loans, net of tax Effective portion of changes in fair value of cash flow hedges Other comprehensive income for the year, net of tax Total comprehensive income for the year Loss attributable to: Equity holders of the Company Non-controlling interests Loss for the year Total comprehensive income attributable to: Equity holders of the Company Non-controlling interests Total income and expense recognised for the year Losses per share Basic and diluted losses per share The notes on pages 42 to 61 form part of these accounts. 38 2 2 3 4 6 13 7 8 Note 154.0 153.2 (84.4) 69.6 (75.8) 6.3 (0.9) (0.8) (0.1) (0.6) (2.3) (0.6) (0.9) (0.8) (2.3) – (2.3) 2018 £m (2.3) (0.9) (0.1) – (1.0) (3.3) (2.6) 0.3 (2.3) (3.6) 0.3 (3.3) (83.1) 70.1 (79.3) 6.3 (1.6) – – (0.8) (5.3) (3.7) (1.6) – (5.3) – (5.3) 2017 £m (5.3) (0.7) 1.8 (0.4) 0.7 (4.6) (5.6) 0.3 (5.3) (4.9) 0.3 (4.6) 10 (2.7)p (5.8)p FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 CONSOLidaTEd STaTEmENT OF FiNaNCiaL POSiTiON At 31 January 2018 Note 2018 £m 2017 £m Assets Non-current assets Intangible assets Property, plant and equipment Investments in joint ventures Deferred tax assets Total non-current assets Current assets Inventories Trade and other receivables Cash and cash equivalents Total current assets Total assets Current liabilities Trade and other payables Provisions Derivative financial instruments Total current liabilities Net assets Equity Called-up share capital Share premium account Other reserves Retained earnings 11 12 13 20 14 15 16 17 18 26 21 Total equity attributable to equity holders of the Company Non-controlling interests Total equity The notes on pages 42 to 61 form part of these accounts. These accounts were approved by the Board of Directors on 13 March 2018 and were signed on its behalf by: Neil Williams Director Company Number: 1410568 Lee Williams Director 0.4 3.2 2.5 4.6 0.4 2.7 3.1 4.4 10.7 10.6 31.8 26.1 9.5 67.4 78.1 31.0 0.3 0.1 31.4 46.7 1.0 9.6 7.0 27.9 45.5 1.2 46.7 31.7 27.9 13.5 73.1 83.7 32.2 1.4 0.1 33.7 50.0 1.0 9.6 8.0 30.5 49.1 0.9 50.0 39 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 CONSOLidaTEd STaTEmENT OF ChaNGES iN EQUiTY Share capital £m Share premium £m Hedging reserve £m Translation reserve £m Retained earnings £m Non- controlling interests £m Total £m Total equity £m Balance at 31 January 2016 1.0 9.6 0.3 7.0 36.1 54.0 0.6 54.6 Loss for the year ended 31 January 2017 Other comprehensive income Currency translation differences for overseas operations Currency translation differences on foreign currency loans, net of tax Effective portion of changes in fair value of cash flow hedges Balance at 31 January 2017 1.0 9.6 Loss for the year ended 31 January 2018 Other comprehensive income Currency translation differences for overseas operations Currency translation differences on foreign currency loans, net of tax (5.6) (5.6) 0.3 (5.3) (0.7) 1.8 (0.7) 1.8 (0.4) (0.7) 1.8 (0.4) 8.1 30.5 49.1 0.9 50.0 (0.4) (0.1) (2.6) (2.6) 0.3 (2.3) (0.9) (0.1) (0.9) (0.1) (0.9) (0.1) Balance at 31 January 2018 1.0 9.6 (0.1) 7.1 27.9 45.5 1.2 46.7 Translation reserve The translation reserve comprises foreign currency differences arising from the translation of the financial statements of foreign operations as well as from the translation of foreign currency loans. The translation reserve carried forward is net of £0.4m (2017: £0.4m) deferred tax. Hedging reserve The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred. 40 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 CONSOLidaTEd STaTEmENT OF CaSh FLOWS Year ended 31 January 2018 Operating activities Loss for the period Adjustments for: Depreciation and impairment Share of loss of joint ventures Non-operating loss on store disposals and closures Other professional fees Finance expense Operating cash flows before changes in working capital and provisions (Increase)/decrease in inventories Decrease/(increase) in trade and other receivables Decrease in trade and other payables Cash flows from operations Income tax paid Cash flows from operating activities Investing activities Investment in joint ventures Acquisition of property, plant and equipment Net (costs)/proceeds from store closures Other professional fees Cash flows from investing activities Financing activities Interest paid Cash flows from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at 1 February Exchange rate fluctuations on cash held Cash and cash equivalents at 31 January The notes on pages 42 to 61 form part of these accounts. Note 2018 £m 2017 £m (2.3) (5.3) 1.3 0.6 0.9 0.8 0.1 1.4 (0.7) 1.1 (0.6) 1.2 (0.1) 1.1 (0.3) (1.8) (2.0) (0.8) (4.9) (0.1) (0.1) (3.9) 13.5 (0.1) 9.5 23 23 23 23 1.1 0.8 1.6 – – (1.8) 5.3 (1.2) (3.2) (0.9) (0.1) (1.0) – (0.7) 1.1 – 0.4 – – (0.6) 14.0 0.1 13.5 41 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE GrOUP aCCOUNTS Year ended 31 January 2018 1 Accounting policies a) Basis of preparation French Connection Group PLC (the “Company”) is a Company domiciled in the United Kingdom, whose shares are publicly traded on the London Stock Exchange. These financial statements are presented in millions of pounds sterling rounded to the nearest one decimal place. The consolidated financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards as adopted by the European Union (“adopted IFRS”). The Company has elected to prepare its parent Company financial statements in accordance with UK Generally Accepted Accounting Practice; these are presented on pages 62 to 67. The consolidated financial statements have been prepared under the historical cost accounting rules, except for derivative financial instruments measured at fair value. The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Financial Review. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Financial Review. In addition Note 26 to the financial statements includes the Group’s objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities and its exposures to credit risk and liquidity risk. The Group has cash resources and as a consequence, the Directors believe that the Group is well placed to manage its business risks successfully. The Group ended the year with £9.5m of net cash and no borrowings. Over the cycle of the year the Group had a maximum overdraft position of £(0.5)m. Based on current cash and the Group forecast three year plan which includes detailed cash flow projections for all business channels and sensitivity analysis, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for a period of one year from the date of this report. For this reason, the Board continues to adopt the going concern basis in preparing the accounts. The preparation of the financial statements in conformity with adopted IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these assumptions. The estimates and assumptions are based on historical experience and are reviewed on an ongoing basis and are disclosed in Note 29. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods. The accounting policies set out below have been applied consistently to all periods in the consolidated financial statements. There is no significant financial impact on the Group financial statements of the following new standards, amendments and interpretations that are in issue and mandatory for the financial year ending 31 January 2018: • IFRS 15 ‘Revenue from Contracts with Customers’ • IFRS 9 ‘Financial Instruments’ (effective date 1 January 2018) The following Adopted IFRSs have been issued but have not been applied by the Group in these financial statements. Their adoption is not expected to have a material effect on the financial statements unless otherwise indicated. • IFRS 16 ‘Leases’ (effective date 1 January 2019) • IFRIC 22 ‘Foreign Currency Transactions and Advance Consideration’ (effective date to be confirmed). • Annual Improvements to IFRS Standards 2014-2016 Cycle (effective date to be confirmed). • Amendments to IFRS 2: Classification and Measurement of Share-based Payment Transactions (effective date to be confirmed). • Amendments to IAS 28: Long-term Interests in Associates and Joint Ventures (effective date to be confirmed). The Group will implement IFRS 16 ‘Leases’ effective 31 January 2019 and is proposing to adopt the ‘modified retrospective’ method for the transition meaning that the comparative 2018 results will not be restated when the standard is applied. The main impact of the new standard will be to bring operating leases onto the balance sheet. The Group is assessing the potential impact, but currently anticipates that the new standard will result in the carrying value of leased assets being increased by approximately £33.0m, with leased liabilities being increased by a similar amount on the date of transition. The application of the new standard will result in part of what is currently reported as operating lease costs being recorded as financial interest expense. However, the Group does not expect this to be material considering the existing leases and current interest rates. There are no other standards, amendments or interpretations adopted by the EU that are in issue but not yet effective that are expected to have a significant impact on the Group financial statements. 42 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE GrOUP aCCOUNTS Continued 1 Accounting policies continued b) Basis of consolidation The consolidated financial statements of the Group comprise the accounts of the Company and all its subsidiary undertakings, the accounts of which are all made up to 31 January each year end. The results of companies acquired or disposed of in the year are dealt with from or up to the date control commences or ceases. The net assets of companies acquired are incorporated in the consolidated accounts at their fair values to the Group at the date of acquisition. Intra-group balances and any unrealised gains or losses or income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements. Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Joint ventures are those entities over whose activities the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities. Joint ventures are accounted for using the equity method. The consolidated financial statements include the Group’s share of the income and expenses of joint ventures, after adjustments to align the accounting policies with those of the Group, from the date that joint control commences until the date that joint control ceases. When the Group’s share of losses exceeds its interest in a joint venture, the carrying amount of that interest (including any long-term investments) is reduced to £Nil and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee. Unrealised gains arising from transactions with joint ventures are eliminated against the investment to the extent of the Group’s interest in the entity. c) Goodwill All business combinations are accounted for by applying the purchase method. Goodwill arising on business combinations represents the difference between the cost of the acquisition and the fair value of the identifiable assets, liabilities and contingent liabilities acquired. In respect of acquisitions prior to the IFRS transition date, 1 February 2004, goodwill is included on the basis of its deemed cost based on the amount recognised under UK GAAP. Goodwill is stated at cost less any accumulated impairment losses as discussed in Note j) below. Goodwill is tested annually for impairment. Negative goodwill arising on an acquisition is recognised directly in the income statement. The impairment calculations use cash flow projections based on actual operating results extrapolated forward for five years. An appropriate pre-tax discount rate has been used in discounting the projected cash flows based on the weighted average cost of capital applicable to the cash generating units concerned. For the purpose of impairment testing, goodwill is allocated to the lowest level of cash generating unit within the Group at which the goodwill is monitored for internal management purposes. Where goodwill forms part of a cash generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed of in this circumstance is measured on the basis of the relative values of the operation disposed of and the portion of the cash generating unit retained. d) Foreign currency Transactions effected by companies in foreign currencies are translated into their functional currency at the foreign exchange rate ruling at the date of transaction. Monetary assets and liabilities of companies denominated in currencies other than the functional currency of the Company are translated at the foreign exchange rate ruling at the balance sheet date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and liabilities denominated in foreign currencies that are measured in terms of historical cost are translated using the exchange rate at the date of transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at the foreign exchange rates ruling at the dates the fair value was determined. Long term monetary assets and liabilities receivable from or payable to a foreign operation, the settlement of which is not planned or expected to occur in the foreseeable future, are considered to represent part of the Group’s net investment in a foreign operation. Therefore, exchange gains and losses arising from these amounts are included in equity in the foreign currency translation reserve. On consolidation, the assets and liabilities of foreign operations which have a functional currency other than Sterling are translated into Sterling at foreign exchange rates ruling at the balance sheet date. The income and expenses of these subsidiary undertakings are translated into Sterling at the average rates applicable to the period. All resulting exchange differences are taken to reserves. Any exchange differences that have arisen since 1 February 2004 are presented as a separate component of equity within a translation reserve. Such exchange differences taken to reserves as from the date of transition to IFRS are recognised in the income statement upon disposal of the subsidiary. 43 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE GrOUP aCCOUNTS Continued 1 Accounting policies continued e) Derivative financial instruments Derivative financial instruments in the form of forward foreign exchange contracts are used to manage the risk associated with purchases denominated in foreign currencies as described in the section entitled Our Business. Derivative financial instruments are initially measured at fair value. Any changes in the fair value of the forward contracts during the period in which the hedge is in effect are reflected as a component of equity within the hedging reserve to the extent that the hedge is effective. The ineffective part of the hedge is recognised in the income statement immediately. f) Non-derivative financial instruments Non-derivative financial instruments comprise investments in equity, trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables. Non-derivative financial instruments are recognised initially at fair value including any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured at amortised cost less any impairment losses. A financial instrument is recognised if the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial asset. Purchases and sales of financial assets are accounted for at trade date, i.e., the date that the Group commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Group’s obligations specified in the contract expire or are discharged or cancelled. Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows. g) Property, plant and equipment Property, plant and equipment is stated at cost (which from 1 February 2009 includes capitalised borrowing costs where appropriate) less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of the assets. Residual values are reviewed at each reporting date. The estimated useful lives are as follows: Leasehold improvements : period of the lease Plant, equipment, fixtures and fittings : 3 to 10 years h) Leased assets Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Finance lease assets are stated at an amount equal to the lower of its fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses. Leased assets are depreciated over the shorter of the lease term and their estimated useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Operating leases are leases where substantially all of the risks and rewards of ownership have not been transferred. Inventories i) Inventories and work in progress are stated at the lower of cost and net realisable value. Cost includes the purchase price of manufactured products, materials, direct labour, transport costs and a proportion of attributable design and production overheads calculated on a first in, first out basis. Net realisable value is the estimated selling price in the ordinary course of business. Provision is made for obsolete, slow moving or defective items where appropriate. Impairment j) The carrying amount of the Group’s assets, other than deferred tax assets, are reviewed each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognised in the income statement whenever the carrying amount of an asset exceeds its recoverable amount. For tangible fixed assets, the recoverable amount is determined with reference to the cash generating unit to which the asset belongs. The impairment calculations use cash flow projections based on actual operating results extrapolated forward for five years. An appropriate pre-tax discount rate has been used in discounting the projected cash flows based on the weighted average cost of capital applicable to the individual assets concerned. Further details are provided in Note 11. Impairment policy relating to goodwill is referred to in Note 1c). 44 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE GrOUP aCCOUNTS Continued 1 Accounting policies continued k) Revenue Revenue is measured at the fair value of the consideration received or receivable for goods sold to external customers, less returns and value added tax. The revenue arises from the sale of fashion clothing and accessories. Revenue from the sale of goods is recognised in the statement of income when the significant risks and rewards of ownership have been transferred. For retail sales, this occurs at the time the sale is recorded at the store. For wholesale and ecommerce sales, this normally occurs at the time the goods are shipped from the warehouse. Returns on ecommerce sales are not deemed material and as such no significant estimate or judgement is deemed required. l) Other operating income Licensing revenue is included within other operating income. Licence income receivable from licensees are accrued as earned on the basis of the terms of the relevant licence agreement, which is typically on the basis of a variable amount based on turnover. m) Lease payments Operating lease rentals are charged to the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognised in the income statement on a straight-line basis over the term of the lease. Rentals receivable under operating leases are included in the income statement on a straight-line basis. Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. n) Income tax Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted, or substantively enacted at the balance sheet date, plus any adjustment to tax payable in respect of previous years. Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit and differences relating to investments in subsidiaries and jointly controlled entities to the extent that they will probably not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. 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. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. o) Pensions The Group only has defined contribution pension schemes. Pension costs charged to the income statement represent the amount of contributions payable to defined contribution and personal pension schemes in respect of the period. p) Share-based payment The Group operates share option incentive schemes for Directors and key employees. The fair value of options granted is recognised as an employee expense in the income statement with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options is measured using an option valuation model, taking into account the terms and conditions upon which the options were granted. The amount recognised in the income statement is adjusted at each balance sheet date to reflect the number of share options that are expected to vest revised for expected leavers and estimated achievement of non-market based vesting conditions. The Group adopted the exemption to apply IFRS 2 only to equity instruments granted after 7 November 2002. q) Segment reporting An operating segment is a distinguishable component of the Group that is engaged in business activities from which it may earn revenues and incur expenses and whose operating results are reviewed regularly by the Chief Operating Decision Maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. Reportable segments are operating segments that either meet the thresholds and conditions set out in IFRS 8 or are considered by the Board to be appropriately designated as reportable segments. Segment results represent the underlying operating profits of each division and exclude store disposal and closure costs and tax items. Overheads represent the direct costs of the divisional operations, common overheads shared between the divisions within geographic locations, in particular, the costs of local management, advertising, finance and accounting and Group management overheads including the costs of Group management, legal, insurance and IT costs. 45 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 1 Accounting policies NOTES TO ThE GrOUP aCCOUNTS Continued 1 Accounting policies continued r) Capital management Details of capital risk management are set out in Note 26 to the Group accounts. s) Financial risk management Details of financial risk management are set out in Note 26 to the Group accounts. t) Guarantees Where the Company enters into financial guarantee contracts to guarantee the indebtedness of fellow subsidiaries or of third parties, the Company considers these to be insurance arrangements and accounts for them as such. In this respect, the Company treats the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to make a payment under the guarantee. u) Provisions A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at an amount equal to the best estimate of the expenditure required to settle the Group’s liability. Obligations arising from restructuring plans are recognised when detailed formal plans have been established and when there is a valid expectation that such a plan will be carried out. v) Underlying and non-underlying measures Underlying operating loss excludes loss on store disposals and closures and other professional fees relating to an unsuccessful potential offer for the Group from a third party. Constant currency is calculated by translating the year end results at prior year exchange rates to remove the impact of exchange rate fluctuations. Like-for-like sales growth is defined as the year-on-year sales growth for owned stores and concessions open more than one year, including ecommerce revenues, removing the impact of closed stores and reported in constant currency. The Directors believe these are best reflective of how the business is managed and are informative to shareholders in understanding the performance of the business. 2 Operating segments a) Segment reporting The Group’s operating segments have been determined based on the key monthly information reviewed by the Board of Directors (deemed to be the Chief Operating Decision Maker). The key metric reviewed cover the Retail and Wholesale sectors in totality, with the performance by key geographies also reviewed. In addition to the information provided below, detailed commentary on the results of Retail and Wholesale, together with an analysis of the geographical performance, can be found in the Financial Review. 46 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE GrOUP aCCOUNTS Continued 2 Operating segments continued b) Segment revenue and results Income Statement Revenue Retail Wholesale Group revenue Gross profit Retail Wholesale Group gross margin Underlying operating (loss)/profit Retail Wholesale Licence income Common and Group overheads Finance expense Share of loss from joint ventures Underlying Group operating loss* Underlying operating margin Retail Wholesale Underlying Group operating margin c) Geographical information Revenue UK/Europe North America Rest of the World Divisional operating profit/(loss) UK/Europe North America Rest of the World Group overheads and finance income Underlying Group operating loss* * excludes net loss on store disposals and closures and other professional fees 2018 £m 83.1 70.9 2017 £m 87.9 65.3 154.0 153.2 69.6 56.3% 32.2% 45.2% (8.3) 12.5 6.3 (10.4) (0.1) (0.6) (0.6) 70.1 56.8% 30.9% 45.8% (9.8) 10.0 6.3 (9.4) – (0.8) (3.7) (10.0)% 17.6% (11.1)% 15.3% (0.4)% (2.4)% 2018 £m 77.3% 20.5% 2.2% 2.9 2.4 (1.0) (4.9) (0.6) 2017 £m 76.4% 19.4% 4.2% (0.1) 1.1 (0.9) (3.8) (3.7) 47 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE GrOUP aCCOUNTS Continued 2 Operating segments continued d) Revenue from external customers UK US Canada Other e) Non-current assets UK US Other 2018 £m 104.4 27.3 4.4 17.9 154.0 2018 £m 7.7 0.1 2.9 10.7 2017 £m 101.2 26.8 3.3 21.9 153.2 2017 £m 6.9 0.1 3.6 10.6 £16.8m of revenue relates to one single customer, which represents more than 10% of total revenues of £154.0m. This is included in the total wholesale revenue segment of £70.9m (2017: £65.3m). In 2017 there was no single customer which represented more than 10% of the Group’s total revenue. 2018 £m 66.8 9.0 75.8 2018 £m 6.3 2017 £m 71.4 7.9 79.3 2017 £m 6.3 3 Operating expenses Selling and distribution costs Administration costs 4 Other operating income Licensing income 48 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE GrOUP aCCOUNTS Continued 5 Staff numbers and costs The average number of people employed by the Group during the year, including Directors, was as follows: Selling, distribution and retail Design, development and production management Administration The aggregate payroll costs of these people were as follows: Wages and salaries Social security costs Defined contribution pension costs 2018 Number 2017 Number 1,287 176 136 1,599 2018 £m 31.0 2.6 0.5 34.1 1,415 180 129 1,724 2017 £m 30.8 2.7 0.5 34.0 Included within the total staff cost above is the remuneration of the Directors totalling £1.0m (2017: £0.9m). Details of Directors’ remuneration, share options and pension entitlements are disclosed in the Directors’ Remuneration Report. Details of pension costs are disclosed in Note 28 to the Group accounts. 6 Finance income and expense Recognised in the income statement Finance expense 7 Loss before taxation The Group’s loss before taxation is stated after charging/(crediting) the following: Fees payable to the Company’s auditors and its associates in respect of the audit of the Group’s annual accounts the audit of the Company’s subsidiaries, pursuant to legislation tax and other assurance services Depreciation and impairment of owned assets Store closure provisions Operating lease rentals Plant and machinery Leasehold properties Rent receivable 2018 £m 0.1 2017 £m – 2018 £m 2017 £m 0.1 0.1 – 1.3 0.9 0.3 18.7 (2.7) 0.1 0.1 0.1 1.1 1.6 0.3 20.3 (2.7) The auditor’s remuneration in respect of the audit of the Company was £37,000 (2017: £37,000). During the year, the fees payable to the auditors and their associates for non-audit services was £3,000 (2017: £69,000) in respect of tax compliance and advisory services (£Nil (2017: £66,000)) and royalty and turnover reviews (£3,000 (2017: £3,000)). 49 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE GrOUP aCCOUNTS Continued 8 Taxation a) Recognised in the statement of comprehensive income Current tax Overseas tax Adjustment in respect of previous periods Deferred tax – origination and reversal of UK temporary differences Effect of change in tax rates Tax on loss (Note 8b) 2018 £m 2017 £m 0.2 – 0.2 (0.2) – (0.2) – 0.1 (0.1) – (0.2) 0.2 – – b) Factors affecting tax charge for year The tax charged for the year is different to the standard 19.16% (2017: 20.00%) rate of corporation tax in the UK. The differences are explained below: Loss before taxation 2018 £m (2.3) 2017 £m (5.3) Loss multiplied by the standard rate of corporation tax in the UK of 19.16% (2017: 20.00%) (0.4) (1.1) Effects of : Expenses not deductible Trading losses carried forward Share of joint venture tax credit which has been netted off within share of loss of joint ventures Reduction in deferred tax asset relating to reduction in UK tax rate Difference in effective tax rates on overseas earnings Adjustments in respect of previous periods Total tax charge for the year (Note 8a) 0.2 – 0.1 – 0.1 – – 0.2 0.6 0.2 0.2 – (0.1) – The effective tax rate in the future will be affected by the proportion of any profits or losses generated in the different tax jurisdictions and the ability to utilise past tax losses. A reduction in the UK corporation tax rate from 21% to 20% (effective from 1 April 2015) was substantively enacted on 2 July 2013. Further reductions to 19% (effective from 1 April 2017) and to 18% (effective 1 April 2020) were substantively enacted on 26 October 2015, and an additional reduction to 17% (effective 1 April 2020) was substantively enacted on 6 September 2016. This will reduce the company’s future current tax charge accordingly. The deferred tax asset at 31 January 2018 has been calculated based on these rates. 50 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE GrOUP aCCOUNTS Continued 8 Taxation continued c) Income tax recognised in other comprehensive income Currency translation differences on foreign overseas operations Currency translation differences on foreign currency loans Effective portion of changes in fair value of cash flow hedges Before tax 2018 £m Tax charge 2018 £m Net of tax 2018 £m Before tax 2017 £m Tax credit 2017 £m Net of tax 2017 £m (0.9) (0.1) – (1.0) – – – – (0.9) (0.1) – (1.0) (0.7) 2.3 (0.4) 1.2 – (0.5) – (0.5) (0.7) 1.8 (0.4) 0.7 9 Dividends – equity The Board is proposing that no dividend should be paid for the year (2017: £Nil). No dividends were paid during the year to the minority shareholders of a subsidiary undertaking of the Group (2017: £Nil). 10 Losses per share Basic and diluted losses per share are calculated on 96,253,134 (2017: 96,253,134) shares being the weighted average number of ordinary shares during the year. Basic and diluted losses per share of (2.7) pence per share (2017: losses of (5.8) pence) is based on losses of £(2.6)m (2017: losses of £(5.6)m) attributable to equity shareholders. The reconciliation from basic and diluted losses per share to adjusted earnings per share is as follows: Loss attributable to equity shareholders Net loss on store disposals and closures Other professional fees Adjusted loss 2018 £m (2.6) 0.9 0.8 (0.9) 2018 pence per share (2.7)p 1.0p 0.8p (0.9)p 2017 £m (5.6) 1.6 – (4.0) 2017 pence per share (5.8)p 1.6p – (4.2)p The adjusted losses per share relates to the underlying operations and in the opinion of the Directors, gives a better measure of the Group’s underlying performance than the basic losses per share. 11 Intangible assets Goodwill Cost At 1 February and 31 January Impairment At 1 February and 31 January Net book value at 31 January 2018 £m 2017 £m 14.3 14.3 13.9 0.4 13.9 0.4 51 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE GrOUP aCCOUNTS Continued 12 Property, plant and equipment 2018 Cost At 1 February 2017 Currency movements Additions Disposals At 31 January 2018 Depreciation At 1 February 2017 Currency movements Charge for year Disposals At 31 January 2018 Net book value At 31 January 2018 At 31 January 2017 Short leasehold property £m Plant equipment fixtures and fittings £m 6.2 (0.2) 0.1 (0.1) 6.0 5.9 (0.2) 0.1 (0.1) 5.7 0.3 0.3 44.7 (0.6) 1.7 (4.4) 41.4 42.3 (0.6) 1.2 (4.4) 38.5 2.9 2.4 Total £m 50.9 (0.8) 1.8 (4.5) 47.4 48.2 (0.8) 1.3 (4.5) 44.2 3.2 2.7 The Group has no plant and equipment held under finance leases in both the current and prior years and no depreciation was charged during either year. Property, plant and equipment with a net book value of £Nil (2017: £Nil) was disposed of during the year. Net proceeds were £Nil (2017: £Nil) resulting in a profit on disposal of £Nil (2017: £Nil). The Group has £34.9m (2017: £40.8m) of gross assets with a £Nil net book value. 13 Investments The Group’s investments in joint ventures are as follows: Share of current assets Share of non-current assets Share of current liabilities Share of revenue Share of expense The investments are accounted for using the equity method of accounting. 2018 £m 3.6 0.4 (1.5) 2.5 3.0 (3.6) (0.6) 2017 £m 4.6 0.5 (2.0) 3.1 4.2 (5.0) (0.8) 52 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE GrOUP aCCOUNTS Continued 14 Inventories Raw materials and consumables Work in progress Finished goods 2018 £m – 0.2 31.6 31.8 2017 £m 0.1 0.1 31.5 31.7 During the year, inventory write-downs of £2.7m (2017: £2.8m) were expensed within cost of sales. The amount of inventory recognised as an expense within cost of sales during the current year is £72.7m (2017: £72.4m). All inventory is valued at the lower of cost and net realisable value. There is no inventory carried at fair value less costs to sell either in the current or prior year. 15 Trade and other receivables Trade receivables Other receivables Prepayments and accrued income 2018 £m 14.1 1.0 11.0 26.1 2017 £m 12.4 1.4 14.1 27.9 No receivables are due in more than one year and are non-interest bearing. Standard credit terms provided to customers differ, but are typically between 30 and 60 days. Included within trade receivables is a bad debt provision of £0.2m (2017: £0.2m). During the year £0.0m (2017: £0.0m) of bad debt write-offs were incurred. The Group’s exposure to credit and currency risks and impairment losses related to trade and other receivables is disclosed in Note 26. 16 Cash and cash equivalents Cash and cash equivalents in the balance sheet and cash flow 2018 £m 9.5 The Group’s exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities is disclosed in Note 26. 17 Current trade and other payables Trade payables Other taxation and social security Accruals and deferred income 2018 £m 15.5 3.7 11.8 31.0 The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed in Note 26. 2017 £m 13.5 2017 £m 17.7 3.1 11.4 32.2 53 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE GrOUP aCCOUNTS Continued 18 Provisions Store disposals and closures Balance at 1 February Utilised during the year Charged during the year Balance at 31 January 2018 £m 1.4 (2.0) 0.9 0.3 Provisions are recorded to reflect the estimated committed closure costs of identified underperforming retail stores and other restructuring. The associated costs are forecast to be incurred over a period of two years. 19 Current tax payable Overseas tax 20 Deferred tax Deferred tax assets are attributable to the following: Recognised Trading losses Property, plant and equipment Other timing differences 2018 £m – 2018 £m 2.0 2.5 0.1 4.6 In addition, the Group has unused tax trading losses with a potential value of £11.8m (2017: £14.6m), which have not been recognised as a deferred tax asset. As the Group returns to profit, these tax losses can be utilised. Not recognised Trading losses Property, plant and equipment Other timing differences 2018 £m 11.8 0.4 1.2 13.4 21 Share capital and share options Ordinary shares of 1 pence each Allotted, called up and fully paid shares at the beginning and end 2018 Number 2018 £m 2017 Number 2017 £m 1.1 (1.3) 1.6 1.4 2017 £m – 2017 £m 1.2 3.0 0.2 4.4 2017 £m 14.6 0.9 1.1 16.6 2017 £m of the year 96,253,134 1.0 96,253,134 1.0 Ordinary shareholders have rights to dividends. 54 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE GrOUP aCCOUNTS Continued 21 Share capital and share options continued At 31 January 2018, the following equity settled options have been granted and remain outstanding in respect of ordinary shares of 1p each in the Company: Date of grant 29 October 2008 (vested 29 October 2011) 19 October 2015 4 July 2016 Options Option price Contractual life of options 1,356,500 150,000 537,736 56.20p 32.50p 35.33p 10 years 10 years 10 years Share options granted are subject to detailed performance conditions. The performance conditions for the outstanding option grants are based on a target profit before tax and hurdles are set in order to reward strong financial performance. Options which do not vest following the application of the performance conditions lapse and become unavailable for exercise. More details of the share option scheme can be found in the Directors’ Remuneration Report. Outstanding at the beginning of the period Forfeited during the period Granted during the period Weighted average exercise price Number of options 2018 Weighted average exercise price 49.36p 56.20p – 2,161,256 (117,020) – 54.12p 56.20p 35.33p Number of options 2017 1,707,620 (84,100) 537,736 Outstanding at the end of the period 48.97p 2,044,236 49.36p 2,161,256 The number of share options exercisable at the year end is 1,356,500 (2017: 1,473,520). The fair value of the share options granted is not considered to be material to the accounts in the current year. 22 Reconciliation of decrease in cash to movement in net funds Change in net funds from cash flows Translation differences Net funds at beginning of year Net funds at end of year 23 Analysis of net funds 2018 £m (3.9) (0.1) 13.5 9.5 2017 £m (0.6) 0.1 14.0 13.5 Cash and cash equivalents in the balance sheet and cash flow Net funds 1 February 2017 £m Cash flow £m Non cash changes £m 31 January 2018 £m 13.5 13.5 (3.9) (3.9) (0.1) (0.1) 9.5 9.5 55 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE GrOUP aCCOUNTS Continued 24 Commitments Aggregate future rental commitments payable under non-cancellable operating leases at 31 January 2018 for which no provision has been made in these accounts, were as follows: Within one year Within two to five years After five years Leasehold property Other 2018 £m 16.3 29.3 6.9 52.5 2017 £m 21.2 54.8 26.2 102.2 2018 £m 2017 £m 0.3 0.2 – 0.5 0.2 0.4 – 0.6 Aggregate future rentals receivable under non-cancellable operating leases at 31 January 2018 for which no accrual has been made in these accounts were as follows: Within one year Within two to five years After five years Leasehold property 2018 £m 3.1 2.0 – 5.1 2017 £m 3.1 8.3 4.0 15.4 At 31 January 2018 the Group had contracted capital commitments not provided for in the accounts of £0.1m (2017: £0.1m). At 31 January 2018 the Group had commitments on foreign exchange contracts amounting to £5.6m (2017: £4.6m). In addition, the Group had commitments in respect of letters of credit of £Nil (2017: £0.4m). 25 Contingent liabilities The Group has a number of sublet and assigned properties. In the event that the tenants of these properties default, the Group may be liable. At the year end, the total annual commitment amounted to £0.5m (2017: £0.5m). 26 Financial instruments Details of financial risk management, treasury policies and use of financial instruments are set out in the section entitled ‘Principal risks and uncertainties’ within Our Business. Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of the Group’s business. Derivative financial instruments are used to hedge exposure to fluctuations in foreign exchange rates. Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group monitors its cash position on a regular basis through the use of regularly updated cash flow forecasts, and believes that it has sufficient and appropriate net funds and facilities available. Interest rate risk The Group does not use interest rate financial instruments. The Group regularly monitors and reacts accordingly to any exposure to fluctuations in interest rates and the impact on its monetary assets and liabilities. Foreign currency risk The Group is exposed to foreign currency risks on sales, purchases and cash holdings that are denominated in a currency other than Sterling. The currency giving rise to this risk is primarily the Hong Kong Dollar. The Group’s policy is to reduce the risk associated with purchases denominated in foreign currencies, by using forward fixed rate currency purchase contracts up to a maximum of one year forward, taking into account any forecast foreign currency cash flows. In respect of other monetary assets and liabilities held in currencies other than the Hong Kong Dollar, the Group ensures that the net exposure is kept to an acceptable level, by buying or selling foreign currencies at spot rates where necessary to address short- term imbalances. The Group’s policy is not to hedge the translational exposure that arises on consolidation of the statement of income at overseas subsidiaries. 56 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE GrOUP aCCOUNTS Continued 26 Financial instruments continued Credit risk Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. The Group’s main credit risk is primarily attributable to its trade receivables. Credit evaluations are performed on all customers requiring credit over a certain amount. The Group does not require collateral in respect of financial assets. The amounts recognised in the balance sheet are net of appropriate allowances for doubtful receivables, estimated by the Group’s management based on prior experience and their assessment of the current economic environment. At the balance sheet date, there were no significant concentrations of credit risk by customer or by geography. Quantitative analysis of credit risk to receivables is presented below. Credit risk associated with cash balances and derivative financial instruments is managed by transacting with an existing relationship bank with strong investment grade rating. The maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments, in the balance sheet. Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: Trade and other receivables Cash and cash equivalents Carrying amount 2018 £m 15.1 9.5 24.6 2017 £m 13.8 13.5 27.3 The maximum exposure to credit risk for trade and other receivables at the reporting date by geographic region was: Carrying amount 2018 £m 10.8 2.2 2.1 15.1 2018 £m 14.1 2017 £m 8.3 2.3 3.2 13.8 2017 £m 12.4 UK/Europe North America Hong Kong The maximum exposure to credit risk for trade receivables at the reporting date by type of customer was: Wholesale customers The ageing of gross trade receivables at the reporting date was: Current 30 days 60 days More than 60 days Gross 2018 £m Impairment 2018 £m Gross 2017 £m Impairment 2017 £m 10.5 2.0 0.8 1.0 14.3 – – – (0.2) (0.2) 9.4 1.6 0.6 1.0 12.6 – – – (0.2) (0.2) An impairment has been recorded against the trade receivables that the Group believes may not be recoverable. Based on past experience, the Group believes that no impairment allowance is necessary in respect of trade receivables not past due. 57 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE GrOUP aCCOUNTS Continued 26 Financial instruments continued Exposure to credit risk continued There was no movement in the impairment provision in respect of trade receivables during the year as follows: At 1 February and At 31 January Interest rate profile of financial assets The interest rate profile of the financial assets of the Group at 31 January 2018 was as follows: Sterling US Dollar Hong Kong Dollar Other Total Financial assets on which no interest is received Floating rate financial assets 2018 £m 0.1 – – – 0.1 2017 £m 0.1 – – – 0.1 2018 £m 6.0 1.4 0.5 1.5 9.4 2017 £m 8.3 1.1 1.3 2.7 13.4 2018 £m 0.2 Total 2018 £m 6.1 1.4 0.5 1.5 9.5 2017 £m 0.2 2017 £m 8.4 1.1 1.3 2.7 13.5 Financial assets comprise cash and short term deposits. The effective interest rate on floating rate financial assets during the year was 0.1% (2017: 0.3%). There were no fixed rate or floating rate financial liabilities at the end of the current or prior year. The effective interest rate on floating rate financial liabilities during the year was 8.5% (2017: 7.1%). Currency exposure Net monetary assets and liabilities of the Group that are not denominated in the local functional currency were as follows: 31 January 2018 Net foreign currency monetary assets/(liabilities) Sterling £m US Dollar £m Canadian Dollar £m Hong Kong Dollar £m Euro £m Other £m Total £m Trade and other receivables Cash and overdraft Trade and other payables Intercompany balances Total 31 January 2017 Net foreign currency monetary assets/(liabilities) Trade and other receivables Cash and overdraft Trade and other payables Intercompany balances Total 1.4 0.1 (0.2) – 1.3 1.3 0.7 (2.4) 0.2 (0.2) – – – 12.3 12.3 – – – (4.6) (4.6) Sterling £m US Dollar £m Canadian Dollar £m Hong Kong Dollar £m 1.8 0.3 (0.4) (0.5) 1.2 1.7 0.1 (3.8) (1.3) (3.3) – – – 13.0 13.0 – – – (5.1) (5.1) 0.9 0.7 (0.6) 8.9 9.9 Euro £m 1.2 1.3 (0.9) 9.4 11.0 0.1 0.1 – – 0.2 Other £m 0.2 0.2 – – 0.4 3.7 1.6 (3.2) 16.8 18.9 Total £m 4.9 1.9 (5.1) 15.5 17.2 Forward foreign exchange contracts have not been taken into consideration above. As at 31 January 2018, the Group has committed forward foreign exchange contracts of £5.6m (2017: £4.6m). 58 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE GrOUP aCCOUNTS Continued 26 Financial instruments continued The following significant exchange rates applied during the year: US Dollar Canadian Dollar Hong Kong Dollar Euro Average rate Reporting date spot rate 2018 1.304 1.683 10.166 1.140 2017 1.339 1.764 10.390 1.212 2018 1.422 1.745 11.123 1.142 2017 1.258 1.640 9.762 1.164 Sensitivity analysis A 10% strengthening of Sterling against the following currencies at 31 January would have increased/(decreased) equity and profit and loss by the amounts shown below. This analysis assumes that all other variables, in particular, interest rates, remain constant. This analysis is performed on the same basis for the prior year. US Dollar Canadian Dollar Hong Kong Dollar Euro Equity 2018 £m Profit and loss 2018 £m Equity 2017 £m Profit and loss 2017 £m – (1.1) 0.3 (0.5) (1.3) – (0.2) 0.1 (0.5) (0.6) – (1.1) 0.4 (0.6) (1.3) 0.2 (0.2) 0.1 (0.5) (0.4) Borrowing facilities Working capital and letter of credit facilities of £1.7m were available to the Group at 31 January 2018 (31 January 2017: £5.3m). The facilities are subject to an annual review and were most recently renewed in January 2018. The Group also has bank guarantees of £0.7m at 31 January 2018 (2017: £0.8m) which are secured by a fixed and floating charge over the assets of the Company. Fair values The fair value of the Group’s financial instruments at 31 January 2018 were as follows: Primary financial instruments used to finance the Group’s operations: Cash and cash equivalents Trade receivables Trade payables Derivative financial instruments 31 January 2018 31 January 2017 Carrying amount £m Estimated fair value £m Carrying amount £m Estimated fair value £m 9.5 14.1 (15.5) (0.1) 9.5 14.1 (15.5) (0.1) 13.5 12.4 (17.7) (0.1) 13.5 12.4 (17.7) (0.1) The fair value of forward exchange contracts outstanding as at 31 January 2018 is a liability of £(0.1)m (2017: £(0.1)m). £Nil has been debited to the hedging reserve (2017: £(0.4)m). These contracts mature in the next 12 months, therefore the cash flows and resulting effect on profit and loss are expected to occur within the next 12 months. The fair value of derivative financial instruments is determined using discounted cash flow techniques based on readily available market data and represent a Level 2 measurement in the fair value hierarchy under IFRS 7. Level 2 is defined as inputs other than quoted prices in active markets that are observable for the asset or liability. Capital management The capital structure of the Group consists of net funds and equity attributable to the equity holders of the parent Company, comprising issued share capital, reserves and retained earnings. The Group manages its capital with the objective that all entities within the Group continue as going concerns. The Group is not subject to any externally imposed capital management. 59 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE GrOUP aCCOUNTS Continued 26 Financial instruments continued Capital management continued The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. To achieve this the Board of Directors monitors the balance sheet, the working capital, the cash flows and the level of dividends paid to shareholders. The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. At the year end, employees, including the Chairman, hold 41.7% (2017: 41.8%) of ordinary shares. Share options have been issued amounting to 2.1% (2017: 2.2%) of the issued share capital. The Company will request permission from shareholders if deemed necessary to purchase its own shares. There were no changes in the Group’s approach to capital management during the year. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements. 27 Directors’ interests and related party transactions The Group made sales of £0.4m (2017: £1.0m) to FCUK IT Company and £0.3m (2017: £0.5m) to FCIT China Limited during the year, both of which are joint ventures. The closing liabilities due from the respective joint ventures are £0.3m (2017: £0.8m) and £0.6m (2017: £0.6m). The Group invested an additional £0.3m (2017: £Nil) in FCUK IT Company during the year. There are no related party transactions between French Connection Group PLC and the non-controlling interest subsidiary undertakings. The Group was invoiced for property costs relating to 202 Westbourne Grove, London and recharged these costs to SAM Corporation Limited. Stephen Marks, Chairman and Chief Executive of French Connection Group PLC is a Director of French Connection Group PLC and is the sole shareholder of SAM Corporation Limited. The total cost invoiced and recharged during the year was £486,841 and was conducted at arm’s length. The total amount due to French Connection Group PLC at 31 January 2018 from SAM Corporation Limited was £261,798. The Group made sales of £297,600 to Sportsdirect.com Retail Limited and £53,292 to Cruise Clothing Limited during the year which were conducted at arm’s length. The ultimate controlling party of these companies is M J W Ashley, who is also a majority shareholder of Sports Direct International PLC. Sports Direct International PLC has a 27% shareholding in French Connection Group PLC. The total amount due to French Connection Group PLC at 31 January 2018 was £213,254 from Sportsdirect.com Retail Limited and £51,760 from Cruise Clothing Limited. At 31 January 2018, Stephen Marks, Chairman and Chief Executive had an interest in 40,094,190 ordinary shares (2017: 40,094,190) of which 2,281,500 shares (2017: 2,281,500) were held by family members or in family trusts, representing in aggregate 41.7% (2017: 41.7%) of the total issued ordinary share capital of the Company. Details of the Directors’ remuneration, being the key management personnel, are disclosed in the Directors’ Remuneration Report. 28 Pension costs The Group operates a Group defined contribution scheme and contributes towards a number of personal pension plans. The assets of these schemes are held separately from those of the Group in independently administered funds. The pension cost charge for the year was £0.5m (2017: £0.5m). At 31 January 2018 and 31 January 2017 there were no outstanding amounts payable to the schemes. 29 Accounting estimates and judgements The Directors have made significant accounting estimates and judgements in applying the Group’s accounting policies in the following area: Inventory valuation – the Directors have used their knowledge and experience of the fashion industry in determining the level and rates of provisioning required to calculate the appropriate inventory carrying values. Inventory is carried in the financial statements at the lower of cost and net realisable value. Sales in the fashion industry can be extremely volatile and consumer demand changing significantly based on current trends. As a result there is a risk that the cost of inventory exceeds its net realisable value. Provision is made for obsolete, slow moving or defective items where appropriate. Provisions are considered on a seasonal basis taking into consideration the various channels that are available to the Group to sell existing inventory and the estimated prices that can be achieved. Deferred tax – the Directors have used their knowledge and experience of the fashion industry to prepare budgets and forecasts to support the recognition of the deferred tax asset to the extent that is probable that future taxable profits will be available against which the asset can be utilised. The support of the deferred tax asset has been tested in conjunction with the Group’s viability statement and relevant sensitivity analysis. 60 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE GrOUP aCCOUNTS Continued 30 Related undertakings In accordance with Section 409 of the Companies Act 2006, a full list of subsidiaries and joint ventures as at 31 January 2018 is disclosed below. Unless otherwise stated, each of the subsidiary undertakings is wholly owned through ordinary shares by French Connection Group PLC. All of the subsidiary undertakings are included within the consolidated financial statements. All trading companies are engaged in the principal activities of the Group, as defined in the Director’s report. Company and Address French Connection Limited First Floor, Centro One, 39 Plender Street, London, NW1 0DT, England French Connection UK Limited First Floor, Centro One, 39 Plender Street, London, NW1 0DT, England French Connection (London) Limited First Floor, Centro One, 39 Plender Street, London, NW1 0DT, England Contracts Limited First Floor, Centro One, 39 Plender Street, London, NW1 0DT, England French Connection (Hong Kong) Limited Room 01, 22/F, Skyline Tower, 39 Wang Kwong Road, Kowloon Bay, Hong Kong French Connection No 2 pour Hommes Sàrl* 23 Rue Jean Jacques Rousseau, 75001 Paris, France PreTex Textilhandels GmbH* 53 Cecilienallee, 40474 Düsseldorf, Germany French Connection Group, Inc.* 18410 Jamaica Avenue, 3rd Floor, Hollis, New York 11423, USA Louisiana Connection, Ltd.* 18410 Jamaica Avenue, 3rd Floor, Hollis, New York 11423, USA Roosevelt Connection, Ltd.* 18410 Jamaica Avenue, 3rd Floor, Hollis, New York 11423, USA Soho Connection, Ltd.* 18410 Jamaica Avenue, 3rd Floor, Hollis, New York 11423, USA Westwood Connection, Ltd.* 18410 Jamaica Avenue, 3rd Floor, Hollis, New York 11423, USA French Connection (Canada) Limited (75%) Suite 406A, 111 Peter Street, Toronto, Ontario, Canada Toast (Mail Order) Limited (75%) First Floor, Centro One, 39 Plender Street, London, NW1 0DT, England YMC Limited (75%) First Floor, Centro One, 39 Plender Street, London, NW1 0DT, England FCUK IT Company (50% partnership)*+ 31/F, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Hong Kong FCIT China Limited (50%)*+ 31/F, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Hong Kong Glory Premium Limited (50%)*+ 31/F, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Hong Kong FCIT Macau Limited (50%)*+ 31/F, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Hong Kong Kenchart Apparel (Shanghai) Limited (50%)*+ Room H625, Floor 6, H District (East Building), No.666 East Beijing Road, Huang pu District, Shanghai, China The French Connection Overseas Limited First Floor, Centro One, 39 Plender Street, London, NW1 0DT, England French Connection (China) Limited First Floor, Centro One, 39 Plender Street, London, NW1 0DT, England French Connection Holdings, Inc. 18410 Jamaica Avenue, 3rd Floor, Hollis, New York 11423, USA French Connection Retail Sweden AB Box 1062, 101 39 Stockholm, Sweden Western Jean Company Limited First Floor, Centro One, 39 Plender Street, London, NW1 0DT, England Efsel Limited First Floor, Centro One, 39 Plender Street, London, NW1 0DT, England NF Restaurants Limited First Floor, Centro One, 39 Plender Street, London, NW1 0DT, England Water Tower Connection, Ltd.* 18410 Jamaica Avenue, 3rd Floor, Hollis, New York 11423, USA Country of Incorporation, Registration and Operation Principal Activity England Brand management and licensing England Supply of fashion merchandise England Supply of fashion merchandise England British Virgin Islands (operates in Hong Kong) Supply of fashion merchandise Supply of fashion merchandise France Supply of fashion merchandise Germany Supply of fashion merchandise USA Supply of fashion merchandise USA Supply of fashion merchandise USA Supply of fashion merchandise USA Supply of fashion merchandise USA Supply of fashion merchadise Canada Supply of fashion merchandise Wales Supply of fashion merchandise England Supply of fashion merchandise Hong Kong Supply of fashion merchandise Hong Kong Supply of fashion merchandise Hong Kong Supply of fashion merchandise Macau Supply of fashion merchandise China Supply of fashion merchandise England England USA Sweden England England England USA Holding Company Holding Company Holding Company Dormant Dormant Dormant Dormant Dormant * Shares are held by subsidiary undertakings + Joint ventures accounted for using the equity method 61 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 COmPaNY BaLaNCE ShEET At 31 January 2018 Non-current assets Tangible assets Investments Deferred tax assets Current assets Debtors Cash at bank and in hand Current liabilities Creditors Derivative financial liabilities Net current liabilities Net assets Capital and reserves Called-up share capital Share premium account Profit and loss account Hedging reserve Equity shareholders’ funds Note 2018 £m 3 4 7 5 6 8 8 8 8 0.4 37.2 0.3 37.9 0.5 – 0.5 (18.4) (0.1) (18.5) (18.0) 19.9 1.0 9.6 9.4 (0.1) 19.9 2017 £m 0.4 38.7 0.4 39.5 0.4 – 0.4 (12.6) (0.1) (12.7) (12.3) 27.2 1.0 9.6 16.7 (0.1) 27.2 The notes on pages 64 to 67 form part of these accounts. These accounts were approved by the Board of Directors on 13 March 2018 and were signed on its behalf by: Neil Williams Director Company Number: 1410568 Lee Williams Director 62 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 STaTEmENT OF ChaNGES iN EQUiTY At 31 January 2018 Balance at 31 January 2016 Loss for the year ended 31 January 2017 Effective portion of changes in fair value of cash flow hedges Balance at 31 January 2017 Loss for the year ended 31 January 2018 Balance at 31 January 2018 Share capital Share premium Hedging reserve £m 1.0 1.0 1.0 £m 9.6 9.6 9.6 £m 0.3 (0.4) (0.1) (0.1) Profit and loss account £m Total equity £m 24.2 (7.5) 16.7 (7.3) 9.4 35.1 (7.5) (0.4) 27.2 (7.3) 19.9 63 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE COmPaNY aCCOUNTS At 31 January 2018 1 Accounting policies a) Basis of preparation French Connection Group PLC (the “Company”) is a company incorporated and domiciled in the UK. These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”). In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of International Financial Reporting Standards as adopted by the EU (“Adopted IFRSs”), but makes amendments where necessary in order to comply with Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken. The results of the Company are included in the consolidated financial statements of French Connection Group PLC. In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures: • a Cash Flow Statement and related notes; • disclosures in respect of transactions with wholly owned subsidiaries; • capital management disclosures (IAS 1); • the effects of new but not yet effective IFRSs. As the consolidated financial statements of French Connection Group PLC include the equivalent disclosures, the Company has also taken the exemptions under FRS 101 available in respect of the following disclosures: • IFRS 2 Share Based Payments in respect of group settled share based payments; • certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instrument. b) Basis of accounting The accounts have been prepared under the historical cost accounting rules, except for derivative financial instruments measured at fair value, and in accordance with applicable accounting standards. As permitted by Section 408 of the Companies Act 2006, the profit and loss account under FRS 101 of the Company is not presented. c) Depreciation Depreciation is provided to write off the cost less estimated residual value of fixed assets by equal annual instalments over their useful lives, which are estimated to be as follows: Plant, equipment, fixtures and fittings : 3 to 10 years d) Taxation The charge for taxation is based on the profit for the year and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes. Full provision has been made for deferred taxation arising from timing differences between the recognition of income and expenditure for taxation and accounting purposes. Deferred tax amounts are not discounted. e) Foreign exchange Monetary assets and liabilities denominated in foreign currencies are translated into Sterling at rates of exchange ruling at the balance sheet date. Transactions in the period are translated into Sterling at the rates of exchange ruling on the date of transaction or at hedged rates. Resulting exchange differences are taken to the profit and loss account. Forward fixed rate currency purchase contracts are used. f) Leased assets Operating lease rentals are charged to the profit and loss account in the period to which they relate. Rentals receivable under operating leases are included in the profit and loss account on an accruals basis. There are no finance leases in the current year. g) Pension cost Pension costs charged to the profit and loss account represent the amount of contributions payable to defined contribution and personal pension schemes in respect of the period. h) Non-derivative financial instruments Non-derivative financial instruments comprise investments in equity trade and other receivables, cash and trade and other payables. Non-derivative financial instruments are recognised initially at fair value including any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured at amortised cost less any impairment losses. 64 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE COmPaNY aCCOUNTS Continued 1 Accounting policies continued h) Non-derivative financial instruments continued A financial instrument is recognised if the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Company’s contractual rights to the cash flows from the financial assets expire or if the Company transfers the financial asset. Purchases and sales of financial assets are accounted for at trade date, i.e., the date that the Company commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Company’s obligations specified in the contract expire or are discharged or cancelled. Cash comprises cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows. Investments i) Investments are stated at cost less provision for impairment. j) Share capital When new shares are issued, they are recorded in share capital at their par value. The excess of the issue price over the par value is recorded in the share premium reserve. The cost of own shares purchased to satisfy the exercise of employee share options is charged to total equity and the proceeds of their reissue are credited to total equity. k) Dividends on shares presented within shareholders’ funds Dividends unpaid at the balance sheet date are only recognised as a liability at that date to the extent that they are appropriately authorised and are no longer at the discretion of the Company. Unpaid dividends that do not meet these criteria are disclosed in the notes to the financial statements. l) Guarantees Where the Company enters into financial guarantee contracts to guarantee the indebtedness of fellow subsidiaries or of third parties, the Company considers these to be insurance arrangements and accounts for them as such. In this respect, the Company treats the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to make a payment under the guarantee. 2 Staff numbers and operating costs All Directors and staff are employed by French Connection (London) Limited, a subsidiary undertaking. Details of staff numbers and costs are shown in that Company’s accounts. Directors’ remuneration is disclosed in the Directors’ Remuneration Report. The audit fee of the Company is disclosed in Note 7 to the Group accounts. 3 Property, plant and equipment Cost or valuation At 1 February 2017 Additions At 31 January 2018 Depreciation At 1 February 2017 Charge for year At 31 January 2018 Net book value At 31 January 2018 At 31 January 2017 Plant equipment fixtures and fittings £m 2.7 0.2 2.9 2.3 0.2 2.5 0.4 0.4 65 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE COmPaNY aCCOUNTS Continued Investments 4 The Company’s investments in subsidiary undertakings is as follows: Cost At 1 February 2017 and At 31 January 2018 Provision At 1 February 2017 Charge for year At 31 January 2018 Carrying amount At 31 January 2018 At 31 January 2017 Total £m 157.2 118.5 1.5 120.0 37.2 38.7 The Directors have conducted an impairment review comprising a comparison of the carrying amount of the investment with its recoverable amount being the higher of net realisable value and value in use. The recoverable amount has been determined as the net realisable value. To the extent that the carrying amount exceeds the recoverable amount, the investment is impaired and has been provided against. The impairment loss has been recognised in the profit and loss account in the year. An impairment of £1.5m (2017: £3.0m) relating to the Group’s investment in subsidiary company, French Connection UK Limited, has been provided in the current year. In accordance with its accounting policy, the Company states its investments in subsidiaries at cost less provision for impairment. However, the net asset value of its subsidiaries is £43.6m (2017: £47.0m). The related undertakings of the Company are set out in Note 30 to the Group accounts. 5 Debtors Other debtors Prepayments and accrued income Included within debtors are amounts due within one year of £0.5m (2017: £0.4m). 6 Creditors: amounts falling due within one year Trade creditors Amounts owed to subsidiary undertakings Accruals and deferred income 7 Deferred tax Deferred tax asset Deferred capital allowances and short-term timing differences Any movement during the year has been processed entirely through the profit and loss account. 66 2018 £m 0.1 0.4 0.5 2018 £m 0.3 17.8 0.3 18.4 2018 £m 0.3 2017 £m 0.1 0.3 0.4 2017 £m 0.3 12.0 0.3 12.6 2017 £m 0.4 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTES TO ThE COmPaNY aCCOUNTS Continued 8 Reserves At 1 February 2017 Loss for the financial year At 31 January 2018 Hedging reserve Share premium account £m (0.1) (0.1) £m 9.6 9.6 Profit and loss account £m 16.7 (7.3) 9.4 The loss for the year before taxation, intercompany dividends and provisions for impairment was £(5.7)m (2017: £(4.5)m). The loss before taxation dealt within the accounts was £(7.2)m (2017: loss of £(7.5)m). Share capital and share option information is set out in Note 21 in the Group accounts. 9 Commitments Aggregate future rental commitments payable under non-cancellable operating leases at 31 January 2018 for which no provision has been made in these accounts, were as follows: Operating leases which expire: Within one year Within two to five years After five years Leasehold property Other 2018 £m 1.6 5.5 3.9 11.0 2017 £m 2018 £m 2017 £m 1.3 3.7 – 5.0 0.2 0.2 – 0.4 0.2 0.4 – 0.6 At 31 January 2018 the Company had commitments on foreign exchange contracts amounting to £5.6m (2017: £4.6m). The fair value of forward exchange contracts outstanding as at 31 January 2018 is a liability of £(0.1)m (2017: £(0.1)m). £Nil has been debited to the hedging reserve (2017: £(0.4)m). 10 Contingent liabilities The Company raises finance for and guarantees the bank borrowings of certain subsidiary undertakings which, at 31 January 2018, amounted to £Nil (2017: £Nil). 11 Related party disclosures There are no related party transactions between the Company and the non-controlling interest subsidiary undertakings. Details of Director related party transactions are disclosed in Note 27 to the Group accounts. Management has identified the Directors of the Company as related parties for the purpose of FRS8 ‘Related Party Disclosures’. Details of the relevant relationships with these individuals are disclosed in the Directors’ Remuneration Report as set out in the Group financial statements. 67 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 FiVE YEar rECOrd Years ended 31 January 2014 £ 2015 £ 2016 £ 2017 £ 2018 £ Revenue 189.4m 178.5m 164.2m 153.2m 154.0m Loss before taxation (6.1)m (1.6)m (3.5)m (5.3)m (2.3)m Basic losses per share (6.4)p (1.6)p (3.4)p (5.8)p (2.7)p Adjusted losses per share (4.6)p (0.7)p (4.7)p (4.2)p (0.9)p Dividends per share – – – – – Net assets 56.5m 56.8m 54.6m 50.0m 46.7m Operated retail trading space 000 sq ft 300 271 238 212 193 68 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 adViSErS HEAD OFFICE STOCKBROKERS PRINCIPAL BANKERS First Floor, Centro 1, 39 Plender Street, London NW1 0DT Numis Securities Ltd, 10 Paternoster Square, London EC4M 7LT Barclays Bank Plc, London Corporate Banking, 1 Churchill Place, London E14 5HP SECRETARY AND REGISTERED OFFICE AUDITORS REGISTRARS AND TRANSFER OFFICE KPMG LLP, 15 Canada Square, Canary Wharf, London E14 5GL Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU Lee Williams, First Floor, Centro 1, 39 Plender Street, London NW1 0DT REGISTERED NUMBER 1410568, England FiNaNCiaL CaLENdar 2018 23 May Annual General Meeting 20 September (provisional) Half-Year Statement 2019 31 January Financial Year End 12 March (provisional) Preliminary Announcement of Results 69 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTiCE OF mEETiNG THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to the action you should take, you are recommended to seek your own personal advice from your stockbroker, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your ordinary shares in French Connection Group PLC, you should forward this document and other documents enclosed (except the personalised form of proxy) as soon as possible to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Board considers each of the proposed resolutions to be in the best interests of the Company and the shareholders as a whole. Accordingly, the Board unanimously recommends that you vote in favour of all the resolutions. Notice is hereby given that the Annual General Meeting of the Company will be held at 10.00 am on Wednesday 23 May 2018 at the offices of French Connection Group PLC, First Floor, Centro 1, 39 Plender Street, London NW1 0DT to consider and, if thought fit, pass the following resolutions: Ordinary Resolutions 1 To receive and adopt the audited accounts and the report of the Directors and of the auditors for the financial year ended 31 January 2018. 2 To approve the Directors’ Remuneration Report for the financial year ended 31 January 2018. 3 To elect Robin Piggott as a Director of the Company. 4 To elect Sarah Curran as a Director of the Company. 5 To re-elect Lee Williams as a Director of the Company. 6 To re-appoint KPMG LLP as auditors to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting at which accounts are laid and to authorise the Directors to determine their remuneration. 7 THAT: the Directors be and they are hereby generally and unconditionally authorised pursuant to Section 551, Companies Act 2006 (the “Act”) to exercise all powers of the Company to allot shares in the Company and grant rights to subscribe for or to convert any security into shares of the Company (such shares and rights to subscribe for shares or to convert any security into shares of the Company being “relevant securities”) up to an aggregate nominal amount of £288,759 being 30% of the issued share capital. PROVIDED THAT unless previously revoked, varied or extended, this authority shall expire on the date of the next Annual General Meeting of the Company after the passing of this Resolution SAVE THAT the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired. Special Resolutions To consider and, if thought fit, pass resolutions 8 and 9 below as Special Resolutions of the Company: 8 THAT: if resolution 7 is passed, the Directors be and they are hereby empowered pursuant to Section 570(1) of the Act to allot equity securities (as defined in Section 560(1) of the Act) of the Company wholly for cash pursuant to the authority under Section 551 of the Act conferred by resolution 7 above and/or by way of a sale of treasury shares for cash (by virtue of Section 573 of the Act) in each case as if Section 561(1) of the said Act did not apply to any such allotment provided that: (a) the power conferred by this resolution shall be limited to: (i) the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities: (A) in favour of holders of ordinary shares in the capital of the Company, where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as practicable) to the respective number of ordinary shares in the capital of the Company held by them; and (B) to the holders of any other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any regulatory body or stock exchange or any other matter whatsoever; and (ii) the allotment (otherwise than under sub-paragraph (i) above) of equity securities or sale of treasury shares up to an aggregate nominal value equal to £48,127 (representing 5% of the issued share capital for the time being); and (b) unless previously revoked, varied or extended, this power shall expire on the date of the next Annual General Meeting of the Company after the passing of this Resolution SAVE THAT the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry in pursuance of such an offer or agreement and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired. 9 THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice, provided that this authority shall expire at the end of the next Annual General Meeting of the Company. By order of the Board Lee Williams Secretary First Floor, Centro One 39 Plender Street, London NW1 0DT 16 April 2018 70 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 NOTiCE OF mEETiNG Continued Explanatory notes to the Annual General Meeting Notice Resolution 1 – Approval of the annual report and accounts The Directors are required by the Companies Act 2006 (the “Act”) to lay before the Company at this Annual General Meeting the accounts of the Company for the financial year ended 31 January 2018, the report of the Directors, the Directors’ Remuneration Report and the report of the Company’s auditor on those accounts. Resolution 2 – Directors’ Remuneration Report Resolution 2 is the ordinary resolution to approve the Directors’ Remuneration Report. The vote of this resolution is advisory and no Director’s remuneration is conditional upon the passing of this resolution. Resolutions 3 to 5 – Election and re-election of Directors The articles of association of the Company require any Director newly appointed by the Board to retire and submit themselves for re-appointment at the first AGM following their appointment. Accordingly, Robin Piggott and Sarah Curran, who were appointed as Non-Executive Directors, retire and being eligible, offer themselves for election. The articles of association of the Company require the nearest number to one third of the Directors to retire at each annual general meeting. Lee Williams is subject to rotation and being eligible, offers himself for re-election. Biographical details of Directors seeking re-election can be found in the section entitled ‘Board of Directors’ within the Annual Report. Resolution 6 – Appointment of auditors The Company is required to appoint an auditor at each general meeting at which accounts are laid before the Company, to hold office until the next such meeting. The Audit Committee has recommended and the Board has approved the resolution to re-appoint KPMG LLP as auditor of the Company. Resolution 7 – Authority to allot shares Under section 551 of the Act, Directors require shareholders’ authority for the allotment of shares. Shareholders last granted such general authority to the Directors at the annual general meeting of the Company held in 2017. Such authority will expire at the end of this AGM and Resolution 7 seeks to renew it (although the Directors have no current plans to utilise the authority, except in relation to the issue of new shares pursuant to the Company’s share incentive schemes). Accordingly, Resolution 7 would renew this authority until the next AGM by authorising the Directors to allot shares up to an aggregate nominal amount equal to approximately one third of the current issued share capital of the Company. Resolution 8 – Disapplication of statutory pre-emption rights This resolution seeks to disapply the pre-emption rights provisions of section 561 of the Act, which requires Directors wishing to allot shares to offer them in the first instance to existing ordinary shareholders in proportion to their ordinary shareholding. There may be occasions, however, when the Directors will need the flexibility to finance business opportunities by the issue of ordinary shares without a pre-emptive offer to existing ordinary shareholders. Shareholders last granted authority to Directors to disapply pre-emptive rights at the AGM held in 2017. Such authority will expire at the end of this AGM and Resolution 8 seeks to renew it. Except in relation to rights issues or any other pre-emptive offer concerning equity securities, the authority contained in this resolution will be limited to the issue of shares for cash. The Directors have no present intention of issuing any shares pursuant to this disapplication. The Directors will continue to seek to renew this authority at each AGM, in accordance with current best practice. Resolution 9 – Notice of general meetings Under the Companies Act 2006 all general meetings must be held on 21 days’ notice unless shareholders approve a shorter period, which cannot be less than 14 clear days (AGMs will continue to be held on at least 21 clear days’ notice). The Directors believe it is in the best interests of the shareholders of the Company to enable general meetings to be called on 14 clear days’ notice. It is intended that this flexibility will only be used for non-routine business and, where merited, in the interests of shareholders as a whole. The approval will be effective until the Company’s next AGM, when it is expected that a similar resolution will be proposed. General notes to the Annual General Meeting notice 1. Holders of ordinary shares, or their duly appointed representatives, are entitled to attend and vote at the AGM. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and speak and vote on their behalf at the meeting. A shareholder can appoint the Chairman of the meeting or anyone else to be his/her proxy at the meeting. A proxy need not be a shareholder. More than one proxy can be appointed in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different ordinary share or shares held by that shareholder. To appoint more than one proxy, the Proxy Form enclosed should be photocopied and completed for each proxy holder. The proxy holder’s name should be written on the Proxy Form together with the number of shares in relation to which the proxy is authorised to act. The box on the Proxy Form must also be ticked to indicate that the proxy instruction is one of multiple instructions being given. All Proxy Forms must be signed and, to be effective, must be lodged with Link so as to arrive no later than 10.00 am on 21 May 2018. 2. The return of a completed Proxy Form, other such instrument or any CREST Proxy Instruction (as described in Note 1) will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so (although voting in person at the AGM will terminate the proxy appointment). 3. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by Link (ID RA10) not later than 48 hours before the time fixed for the AGM. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Link is able to retrieve the message by enquiry to CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages and normal system timings and limitations will apply in relation to the input of a CREST Proxy Instruction. It is the responsibility of the CREST member concerned to take such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 4. Any person to whom this Notice is sent who is a person nominated under Section 146 of the CA 2006 to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. 5. The statement of the rights of shareholders in relation to the appointment of proxies in Note 1 does not apply to Nominated Persons. The rights described in that note can only be exercised by shareholders of the Company. 6. As at 15 April 2018, being the latest practicable date prior to the publication of this document, the Company’s issued share capital consists of 96,253,134 ordinary shares, carrying one vote each. Therefore the total voting rights in the Company as at 15 April 2018 are 96,253,134. 7. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the Company’s register of members on 21 May 2018 or, if the meeting is adjourned, shareholders entered on the Company’s register of members on the day two days before the date of any adjournment shall be entitled to attend and vote at the AGM. 71 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 16. In accordance with section 338A of the Companies Act 2006, a member or members of the Company may (provided that the criteria set out in section 338A(3) of the Companies Act 2006 are met) require the Company to include in the business to be dealt with at the AGM a matter (other than a proposed resolution) which may properly be included in the business of the AGM, provided that the matter is not defamatory of any person, frivolous or vexatious. A request may be in hard copy form or electronic form, must identify the matter to be included in the business, must be accompanied by a statement setting out the grounds for the request, must be authenticated by the person or persons making it and must be received by the Company not later than 6 weeks before the AGM, or, if later, the time at which notice is given of the AGM. (In the foregoing sentence, the terms “hard copy form”, “electronic form” and “authenticated” bear the respective meanings set out in the Companies Act 2006 in relation to a communication, or a document or information sent or supplied, to a company). NOTiCE OF mEETiNG Continued 8. Any member attending the meeting has the right to ask questions. The Company has to answer any questions raised by members at the meeting which relate to the business being dealt with at the meeting unless: • • • to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; the answer has already been given on a website in the form of an answer to a question, or; it is undesirable in the interests of the Company or the good order of the meeting to answer the question. 9. Copies of the Directors’ service contracts and letters of appointment along with a copy of the Company’s articles of association are available for inspection at the registered office of the Company during normal business hours on any business day and will be available for inspection at the place where the meeting is being held from 15 minutes prior to and during the meeting. 10. A copy of this notice, and other information required by s311A of the Companies Act 2006, can be found at www.frenchconnection.com. 11. In the case of a member which is a company, your proxy form must be executed under its common seal or signed on its behalf by a duly authorised officer of the company or an attorney for the company. 12. Any power of attorney or any other authority under which your proxy form is signed (or a duly certified copy of such power or authority) must be included with your proxy form. 13. In the case of joint holders of shares, the vote of the first named in the register of members who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. 14. It is possible that, pursuant to requests made by members of the Company under section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (a) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the AGM; or (b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website. 15. In accordance with section 338 of the Companies Act 2006, a member or members of the Company may (provided that the criteria set out in section 338(3) of the Companies Act 2006 are met) require the Company to give to members notice of a resolution which may properly be moved and is intended to be moved at the AGM, provided that: (a) the resolution must not be, if passed, ineffective (whether by reason of inconsistency with any enactment or the Company’s constitution or otherwise); and (b) the resolution must not be defamatory of any person, frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must be authenticated by the person or persons making it, must identify the resolution of which notice is to be given and must be received by the Company not later than 6 weeks before the AGM, or, if later, the time at which notice is given of the AGM. (In the foregoing sentence, the terms “hard copy form”, “electronic form” and “authenticated” bear their respective meanings set out in the Companies Act 2006 in relation to a communication, or a document or information sent or supplied, to a company). 72 FRENCH CONNECTION GROUP PLC ANNUAL REPORT 2018 frenchconnection.com ANNUAL REPORT 2018 FRENCH CONNECTION GROUP PLC