Annual Report
and Financial
Statements
2014
Our business strategy:
Our five areas of focus are
underpinned by our values
and operational excellence
Read more about our strategy on pages 8 to 23
We have achieved around
£120 million of operational cost
savings over the year, totalling
over £570 million over five years
O p e r a t i onal excellence
Growing
space and
creating
property
value
Great
food
Developing
new
business
Compelling
general
merchandise
and clothing
Complementary
channels and
services
Our values make u s d i
e
r
e
f
f
t
n
Our values set us apart from other
retailers. They underpin our strategy
and the way we operate our business,
and they govern the way we relate to
customers, colleagues and stakeholders.
See pages 8 to 23
Note: this page forms part
of our Strategic Report
Our business model:
How we’re organised
to grow value for
our shareholders
Our vision:
To be the most trusted
retailer where people love
to work and shop
Our goal:
To make all our customers’
lives easier every day by
offering great quality and
service at fair prices
Suppliers
We work with food and
non-food suppliers from
across the world
Sourcing
5
sourcing offices
Logistics
22
depots cover 9.2 million sq ft
Food suppliers
Non-food suppliers
food suppliers
non-food suppliers
Our colleagues
161,000
number of colleagues
1
4
3
5
2
1 . 1 million+
store deliveries per year
1
2
3
4
5
Britain
India
Bangladesh
China
Hong Kong
Colleagues by area
98
million
miles covered per year
Supermarkets
Convenience
Online
Logistics
Central
Bank
colleagues under the age of 25
colleagues with 15 years’ service
colleagues with 20 years’ service
colleagues with 25 years’ service
44,00026,00015,0007,0002,100+1,300+ J Sainsbury plc is a retailer with over 1,200 stores. We source products through our supply base
across the world distributed for sale in our UK based supermarkets, convenience stores and online.
Our food business is complemented by our general merchandise and clothing offer. We offer
banking and financial services products through our wholly owned subsidiary Sainsbury’s Bank
and have a number of joint ventures including property development.
Our promise:
Our corporate values:
Channels and
services
Supermarkets
592
supermarkets
17.4 million
transactions per week
Convenience
611
Local stores
6 . 0 million
transactions per week
Online
£1 billion+
annual grocery sales
190,000+
deliveries per week
Sainsbury’s Bank
1 .6 million
active customer accounts
1 ,400+
ATMs
1 30+
travel money bureaux
Banking
Credit cards
Loans
Savings account
Travel money
Insurance
Home
Car
Pet
Travel
Life
Live Well for Less
Own-brand penetration (%)
50.7
47.3
Nectar
£241m
value of points
redeemed
in Sainsbury’s
over the year
Sainsbury’s
Total Grocery Market
Source: Kantar Worldpanel 52 weeks
data to 2 March 2014
Brand
Match
Around
600
million
coupons issued
to date
Making a positive difference to our community4.Respect for our environment3.Sourcing with integrity2.Best for food and health1.A great place to work5. Contents
Financial highlights
Strategic Report
Financial highlights
1
Chairman’s letter
2
4
Chief Executive’s letter
Our marketplace
6
8
Great food
Compelling general
10
merchandise and clothing
Complementary channels and services
Sainsbury’s Bank
Developing new business
Growing space and creating
property value
Our values make us different
Key performance indicators
Our principal risks and uncertainties
Financial Review
20
22
24
28
12
14
16
18
Directors’ Report
Board of Directors
36
Operating Board
38
40
Corporate Governance statement
45 Nomination Committee
47
Corporate Responsibility and Sustainability
Committee
50 Audit Committee
55
74
76
Directors’ Remuneration Report
Other disclosures
Statement of Directors’ responsibilities
Financial statements
77
Independent auditors’ report
to the members
of J Sainsbury plc
Group income statement
Group statement of
comprehensive income
Balance sheets
Cash flow statements
Group statement
of changes in equity
Company statement
of changes in equity
80
81
82
83
84
85
86 Notes to the financial statements
139 Five year financial record
140 Additional shareholder information
143 Glossary
144 Achievements
Find out more at
j-sainsbury.co.uk
Underlying Group sales
+2.8%
(including VAT, including fuel)
Like-for-like sales
+0.2%
(including VAT, excluding fuel)
Underlying profit before tax
£798m
Up 5.3%
Return on capital employed
11.3%
Up 19 bps
Underlying basic earnings
32.8p
Up 6.5%
Full year dividend per share
17.3p
Up 3.6%
Summary income statement
52 weeks to 15 March 2014
Underlying Group sales (including VAT)
Retail sales (including VAT)
Underlying Group sales (excluding VAT)
Retail sales (excluding VAT)
Underlying profit before tax
Profit before tax
Profit for the financial period
Underlying basic earnings per share
Basic earnings per share
Full year dividend per share
2013/14
£m
26,353
26,328
23,946
23,921
798
898
716
32.8p
37.7p
17.3p
2012/13
£m
25,632
25,632
23,303
23,303
758
772
602
30.8p
32.0p
16.7p
Change
%
2.8
2.7
2.8
2.7
5.3
16.3
18.9
6.5
17.8
3.6
J Sainsbury plc Annual Report and Financial Statements 2014
1
Strategic Report
Chairman’s letter
Dear Shareholder
Your Board is pleased to report on
another year of improving profits, our
ninth successive year of underlying profit
growth. By offering our customers an
attractive combination of quality, value
and service, underpinned by our strong
values, we have continued to outperform
our ‘Big Four’1 peers in a challenging
market. As a result, our market share
remains at its highest level for a decade.
2
J Sainsbury plc Annual Report and Financial Statements 2014
David Tyler, Chairman
Underlying profit before tax was up 5.3 per
cent to £798 million. Underlying basic
earnings per share rose 6.5 per cent to 32.8
pence. Return on capital employed (‘ROCE’)
increased by 19 basis points year-on-year to
11.3 per cent2.
This year, your Board recommends a final
dividend of 12.3 pence per share, bringing
the full year dividend to 17.3 pence, an
increase of 3.6 per cent over the previous
year, and covered 1.90 times by underlying
earnings.
The food retail sector remains under
pressure, with the growth of the discounters
and increasingly competitive pricing posing
significant challenges. We continue to meet
these challenges by investing in price, quality
and service, and this, underpinned by our
values, will ensure that Sainsbury’s
continues to provide a strong, differentiated
offer to customers.
A winning team
Our continuing success is due to the 161,000
colleagues who work in our stores, depots
and store support centres. Their hard work
and commitment is a key factor in the
success of our business and it is thanks to
them that we were named Supermarket of
the Year for the sixth time in eight years3,
Convenience Retailer of the Year for the
fourth year running3 and Online Retailer of
the Year for the second consecutive year4.
We want Sainsbury’s to be a place where
people love to work and shop and we invest
in developing our colleagues and in ensuring
they share in the success of our Company.
I am delighted that a bonus of over £80
million will be shared by colleagues this year.
£798m
underlying profit
before tax, up 5.3%
£80m+
bonus awarded to
colleagues
17.3p
proposed full year
dividend, up 3.6%
We announced in January that Justin King
will step down in July after ten years as Chief
Executive. His ‘Making Sainsbury’s Great
Again’ plan transformed our business and
has seen Sainsbury’s consistently
outperform the growth of the market. Under
his leadership, customer transactions have
increased by ten million a week to around 24
million, annual sales have grown by £10.3
billion to £26.4 billion and underlying profit
before tax has trebled to £798 million. He has
been a truly exceptional leader and, on
behalf of your Board and all our colleagues,
I thank him for his outstanding achievements.
I am delighted that Mike Coupe will lead
Sainsbury’s on the next phase of its journey.
Mike is a man of significant experience and a
proven track record of success, well respected
by colleagues and within the wider industry.
No one knows Sainsbury’s – or retail – better
than he does and he is the natural choice to
take our Company forward.
A key part of our success is the strength of
our leadership team, and our focus on
developing talent from within, ensuring we
have a great blend of innovative thinking and
experience. We have made some important
changes to our Operating Board in the last
few months. Roger Burnley moved from
being Managing Director of General
Merchandise, Clothing and Logistics to
become Retail and Operations Director, while
Helen Buck transferred from her role as Retail
Director to become Business Development
Director. We are also very pleased to have
promoted three new people to the Operating
Board: Peter Griffiths the CEO of Sainsbury’s
Bank; Paul Mills-Hicks our former Director for
Grocery who has been appointed Food
Commercial Director; and Jon Rudoe our
former Director of Online who has become
Digital and Technology Director. These
changes follow the previously announced
departures of Rob Fraser our former IT
Director, Luke Jensen our Business
Development Director and Neil Sachdev our
Property Director who all stepped down
earlier in the year. The Board thanks Rob,
Luke and Neil for the significant
contributions they made to Sainsbury’s and
we wish them the very best for the future.
Sainsbury’s Bank
In January, we acquired the remaining 50
per cent shareholding in Sainsbury’s Bank plc
from Lloyds Banking Group. The opportunity
to offer accessible, tailored products that
reward customers who both bank and shop
with Sainsbury’s will help boost customer
numbers and loyalty across all our channels
and services.
Outlook
Despite some signs of economic recovery,
the food retail sector is likely to remain
challenging for the foreseeable future.
Customers continue to manage their
household budgets cautiously and the
discounters continue to grow market share.
However, we have consistently performed
well against this backdrop, and continue to
see opportunities for growth across multiple
channels. Our differentiated customer offer
means we are well positioned to achieve our
vision to be the most trusted retailer, where
people love to work and shop.
David Tyler
Chairman
1 Big Four peers refers to Tesco, Morrisons and Asda
2 Return on capital employed: Underlying profit before interest
and tax, divided by the average of opening and closing capital
employed (net assets before net debt). 2013/14 closing capital
employed has been reduced by 50 per cent of Sainsbury’s Bank
closing net assets (£243 million) to reflect the fact that the
Bank was only consolidated in the accounts for four weeks
of the 2013/14 financial year
3 Retail Industry Awards
4 Grocer Gold Awards
J Sainsbury plc Annual Report and Financial Statements 2014
3
Strategic Report
Chief Executive’s letter
Justin King, Chief Executive
Our customers care about where their
shopping comes from and how it is
produced. They trust us to make the right
decisions on their behalf across all our
ranges, from basics through to Taste the
Difference. We believe this gives us a clear,
long-term, strategic advantage and we are
proud, for example, that we are the largest
retailer of Fairtrade products in the world,
that all our eggs are from non-caged hens
and that we have been the largest retailer
of Marine Stewardship Council sustainable
seafood for the past four years.
Our vision is to be the most trusted retailer
where people love to work and shop, and
this year we recorded around 24 million
customer transactions per week, an increase
of one million since last year. We have
161,000 colleagues working in our stores,
depots and store support centres and it is
down to their hard work and commitment
that our service standards remain
consistently high, a fact recognised in
key industry awards.
About 12 million people regularly use their
Nectar card when they shop with us.
Together with coupon-at-till technology, this
gives us significant competitive advantage
and allows us to provide our customers truly
targeted offers which reflect what they buy
and incentivises multi-channel shopping. In
addition, Brand Match, now in its third year,
continues to reinforce the competitiveness of
our price position.
Dear Shareholder,
In the context of a rapidly changing
marketplace we have delivered
good profit growth, outperforming
our ‘Big Four’1 peers and growing
sales in line with the market. Our
market share remains at its highest
for a decade. We are focused on
delivering high quality, affordable
products across all our channels,
helping our customers Live Well for
Less. Our long-term strategy
positions us well to continue to
deliver for customers, colleagues
and shareholders.
Consumer confidence has been slowly
improving over the last 12 months, but
budgets remain under pressure. The trend
for ‘savvy shopping’ is now well entrenched,
with customers shopping little and often,
mixing visits to supermarkets, convenience
and discount stores with online purchases.
This is changing the grocery retail landscape,
with market growth overall being delivered in
the discount, convenience and online
channels. The share of market held by core
grocery supermarkets has declined markedly
in the last 12 months.
Despite the broader economic challenges
and growing competition, we were the only
‘Big Four’ supermarket to maintain market
share this year – at 16.8 per cent2. Our
own-brand food and general merchandise
ranges, with their focus on quality, value and
provenance, are growing market share. Our
supermarkets and our key growth channels
of convenience and online allow customers
to shop with us whenever and however they
want. As a business we are focused on
investing to ensure that Sainsbury’s
continues to bring customers an attractive
differentiated offer, underpinned by our
quality, service and values.
4
J Sainsbury plc Annual Report and Financial Statements 2014
Market share
Source: Kantar Worldpanel total till roll for the 52 weeks to 2 March 2014
Other
Lidl
Aldi
Waitrose
Co-op
Morrisons
Asda
Great food
We have invested in our own-brand ranges
which are growing at over twice the rate of
branded lines and account for over half our
food sales. From basics through to Taste the
Difference, our values and the integrity of our
products are the same across all our ranges.
We have long supported British farming and
this year we achieved 100 per cent British
sourcing for all our fresh pork, breaded and
roast chicken, frozen chicken and chicken
portions. Our popular fresh and hot food
counters are now in more than 500 stores
and to date, more than 29,000 colleagues
have received City & Guilds-accredited
training through our seven Food Colleges.
Compelling general merchandise
and clothing
We offer a winning formula of high street
style and quality at supermarket prices.
Non-food sales are growing at over twice the
rate of food and we are increasing market
share in key categories. Our non-food ranges
are on sale in over 400 stores and 34 per cent
of our customers can now access, within a
15 minute drive, the full non-food offer,
compared to 11 per cent six years ago.
However, with only one in five of our
supermarkets offering the full range, we still
have opportunities for growth in this area.
Currently in 53 stores, our new ‘department
store’ layout has proved to be popular with
our customers and this concept will be in
over 150 stores by the end of next year.
16.8%
Sainsbury’s
Tesco
Complementary channels and
services
Developing channels and services
complementary to our existing supermarket
business is key to our long-term strategy for
growth. Ensuring people can shop whenever
and however they want is a strong driver of
loyalty – average spend more than doubles3
when customers shop in our supermarkets,
convenience stores and online. We now have
more convenience stores than supermarkets
in our store estate, and convenience sales
have grown at around 19 per cent. This year,
we opened our first Convenience Training
College in Brixton, London, which will provide
training courses to colleagues and support
our growth in the convenience market.
Groceries Online reached the significant
milestone of £1 billion in annual sales this
year, representing growth of over 12 per cent.
In January, we acquired the remaining 50
per cent of Sainsbury’s Bank from Lloyds
Banking Group. The Bank is now a wholly-
owned subsidiary and we expect it to
become an increasingly important part of
the value that customers receive from
Sainsbury’s, further driving customer loyalty.
Developing new business
Identifying new areas of growth beyond our
core is also part of our long-term strategy,
although growth in this area has been slower
than we would have liked. We are continuing
to develop our digital entertainment offer
enabling customers to enjoy their favourite
ebooks, films and music when, where and
how they want. Our pharmacy business
continues to develop through in-store and
hospital outpatient pharmacies.
Growing space and property value
We are delivering space growth in line with
our plans and have increased our estate by
1 million sq ft, opening 13 supermarkets, six
extensions and 91 convenience stores during
the year. We are leveraging our property
assets working with joint venture partners to
deliver residential, commercial and leisure
opportunities alongside new trading space.
Following a review of our property pipeline
earlier this year, we identified some sites
where we no longer wish to build a
supermarket, resulting in a £92 million
impairment. Nonetheless we continue to see
opportunities for future growth. Our property
portfolio is valued at £12.0 billion whilst sale
and leaseback activity during the year
generated profits of £52 million.
Our values make us different
Our values are part of our 145-year heritage,
differentiating us from other retailers and
providing a real competitive advantage. We
have continued to make progress against our
20x20 Sustainability Plan across each of our
five values. I am particularly proud that
Sainsbury’s is recognised as a great place to
work – through the development, support
and the motivation of our colleagues we
were again awarded Investors in People Gold
Accreditation, the only supermarket to
receive this accolade.
Handing over to Mike Coupe
After ten wonderful years at Sainsbury’s,
I will leave the business at our AGM in July
and will hand over to Mike Coupe, our Group
Commercial Director. Mike played an
instrumental role in our ‘Making Sainsbury’s
Great Again’ plan and is ideally equipped to
lead Sainsbury’s as the Company continues to
develop and grow in tune with the changing
consumer and industry environment.
It has been a privilege to lead the Company
over the last ten years. I am very proud of
the team and of what we have achieved
together. It is the 161,000 colleagues that
make Sainsbury’s so special and I would like
to thank them for their amazing efforts over
the last decade.
Justin King
Chief Executive
1 Big Four peers refers to Tesco, Morrisons and Asda
2 Kantar – 52 weeks to 2 March 2014
3 Versus spend when customers only shop in our supermarkets
J Sainsbury plc Annual Report and Financial Statements 2014
5
Strategic Report
Our marketplace
Our
marketplace
The changes in consumer
behaviour we began to see a few
years ago are now entrenched,
with increasingly savvy shoppers
shopping more frequently,
topping up their supermarket
and online shop in convenience
stores and discounters throughout
the week to manage their budget
and food waste.
Although consumer confidence is gradually
recovering, household budgets remain under
pressure. Whilst disposable income is
returning to growth, it remains below its
pre-financial crisis level and a key concern
for many shoppers. This, together with rising
utility bills and housing costs, means that
savvy shopping behaviour learned over the
past five years has become the norm and
is unlikely to change in the short term
(charts 1 and 2).
The UK grocery market remains intensely
competitive and the lack of volume growth
means that retailers must work harder than
ever to attract and retain customers. The
growth of the discounters has put pressure
on the ‘Big Four’ and contributed to a high
level of price investment across the sector,
particularly on everyday food items, and
conditions are likely to remain challenging
for the foreseeable future. However,
consumers continue to value quality,
freshness and provenance when choosing
where to shop (chart 4).
6
J Sainsbury plc Annual Report and Financial Statements 2014
Sainsbury’s has a clearly differentiated offer,
based on quality own-brand products,
sourced with integrity, priced fairly and
labelled transparently, and supported by a
great in-store experience. Our high standards
and investments in quality were evident
during the horsemeat contamination issue
in 2013 – with no horsemeat found in any
Sainsbury’s product. Our strong multi-
channel presence has been a key reason
why we were the only one of the ‘Big Four’
supermarkets to maintain market share over
the last year – allowing customers to mix
visits to supermarkets or convenience stores
with shopping online (chart 3).
Despite high levels of promotional activity
across the sector, Brand Match continues to
reinforce the competitiveness of our price
position. Nectar gives us a key competitive
advantage and, in conjunction with coupon-
at-till technology, enables us to offer our
customers truly targeted offers on products
that they want to buy and to incentivise
multi-channel shopping.
The non-food markets in which we operate
have seen stronger volume and value growth
in the last year and we expect these markets
to be more buoyant as the economy returns
to growth. In contrast to food retailing, the
recession and the growth of online shopping
have led to a reduction in the number of
physical outlets in many non-food areas.
This increases the attractiveness of
supermarkets that offer a wide selection of
non-food ranges which are convenient to
purchase alongside the supermarket shop
(chart 5).
1. Customer confidence is improving
2. Household discretionary income is improving
0
-10
-20
-30
Forecast growth
8
6
4
2
0
t
n
e
c
r
e
p
-40
2010
2011
2012
2013
2014
-2
2002
2008
2014
2020
Source: GfK Consumer Confidence Index
Household discretionary income
Consumer price inflation
Wage growth
Source: CEBR
3. The UK grocery market landscape continues to change
Total sales by channel (£bn)
2008 – £139bn
2013 – £170bn
2018 Forecast – £206bn
120
100
80
60
40
20
0
120
100
80
60
40
20
0
120
100
80
60
40
20
0
2008
2013
2018
Supermarkets
Convenience
Discounters
Online
Other
Source: IGD UK Channel Forecasts
4. Shopper views on ethics and provenance
Supermarket price comparisons should
clearly state whether they take ethical
production standards into consideration
when matching prices
Supermarket price comparisons should
clearly state whether they take country
of origin into consideration when
matching prices
I care about welfare standards of the
animals on the farms which produce
my food
I care about the working conditions of
those who produce my food
86%
83%
89%
88%
5. Contribution of Non-Food to sales growth in
Grocery Multiples:
In the last financial year, Non-Food has started to contribute positively to the
Grocery Multiples value growth.
4%
96%
I prefer to buy British food when I can
87%
Where and how my food is produced are
important factors to me in my buying
decisions
84%
Total agree
Source: HPI Research (August 2013), sample size 993 customers of all major supermarkets
Food
Non-Food
Source: Nielsen Scantrack, Total Store Read
(data to 22 March 2014)
FY 13/14
J Sainsbury plc Annual Report and Financial Statements 2014
7
Strategic Report
Our strategy
Great food
Providing great quality food at fair
prices has been our passion for 145
years. We continually strive to help
customers Live Well for Less,
helping them manage the cost
of their weekly shop without
sacrificing quality.
17m+
punnets of British
strawberries were
sold last summer
www.j-sainsbury.co.uk/strawberries
Own-
brand
growing at twice the rate of
branded goods and accounts for
over 50 per cent of food sales
8
J Sainsbury plc Annual Report and Financial Statements 2014
Recipes
We’ve been helping
customers with recipe
ideas for nearly 100 years
From basics to Taste the Difference, our focus
on the quality and integrity of our own-brand
food gives us a clear competitive advantage.
We continue to invest in our own-brand offer
and, whilst growth in own-brand is
deflationary to the top line, it is growing at
over twice the rate of branded goods and
accounts for over 50 per cent of food sales.
Our re-launched by Sainsbury’s range now
has over 7,000 lines and is driving own-brand
penetration, with 97 per cent of customers
buying by Sainsbury’s products. Our
premium Taste the Difference range achieved
double-digit growth and reached over
£1.1 billion in annual sales. In September, a
state-of-the-art factory opened in Fakenham
to create Taste the Difference desserts using
British ingredients and employing 200 people.
This year, readers of Good Housekeeping
Magazine voted Taste the Difference the most
popular supermarket own-brand food range.
Our basics brand remains the second largest
value range in the market, bought by nearly
70 per cent of our customers. Although
basics sales declined over the year, we
re-launched the brand with new packaging
and marketing to drive penetration.
Our popular fresh and hot food counters are
in more than 500 stores and we have 316
award winning in-store cafés. To date, more
than 29,000 colleagues have received City &
Guilds-accredited training through our seven
Food Colleges, and their knowledge and skills
are helping to drive sales in this area. Our
‘Make Your Roast Go Further’ campaign
was a success with our customers, who
appreciated the easy, budget-beating recipes
from authentic food-lovers showing how to
get the most out of leftovers.
We remained the most trusted food retailer
of the ‘Big Four’ supermarkets, before, during
and after last year’s horsemeat contamination
– with no horsemeat found in any of our
products. We have conducted isotope testing
on foods for 20 years, and DNA testing for 10
years, to guarantee quality and provenance.
This year we have increased our investment
in food testing, expanding our laboratory and
the number of unannounced supplier audits
we undertake. In addition, we have strong
working relationships with our 2,500 farmers
and growers and have invested more than
£40 million in our farmer development
groups since 2006. In September 2013, we
were the first of the ‘Big Four’ supermarkets to
implement the Department of Health’s new
universal front of pack nutritional labelling.
Our customers want to buy British when it is
available, and we are committed to doubling
the amount of British food we sell by 2020.
This year we achieved 100 per cent British
sourcing for all our fresh pork, breaded and
roast chicken, frozen chickens and chicken
portions – our fresh chicken has been British
for over 10 years. In addition, our fresh and
frozen beef is British or Irish and the beef in
our fresh ready meals, pies, sandwiches,
quiches and soups is British, as are our fresh
pork sausages, ham and fresh lamb when in
season. Extending the season is important to
our growers and is another way we can buy
more home-grown produce. Last summer,
we sold over 17 million punnets of British
strawberries and in August we became the
only ‘Big Four’ supermarket to sell UK-grown
fresh figs. We have been the leading retailer of
British apples and pears for the past five years,
selling over 200 million pieces, accounting
for one in every four sold in the UK.
Improved operating systems and the
simplification of in-store and depot processes
have increased productivity and reduced
food waste without compromising the
customer experience. Our new ‘Real Time’
supply chain system enables us to deliver to
stores using the most up-to-date stock
information – improving availability for
customers and minimising waste. In
addition, we are introducing an improved
method of transporting and displaying our
eggs which reduces breakages significantly,
leading to less food waste.
500+
Fresh and hot food counters
are now in more than
500 stores
J Sainsbury plc Annual Report and Financial Statements 2014
9
Strategic Report
Our strategy continued
Compelling general
merchandise and
clothing
Offering customers high-street
quality at supermarket prices
is key to our success. Sales are
increasing at over twice the rate
of food, with a strong performance
in cookware, kitchen electricals
and clothing.
£1bn+
annual sales in
general merchandise
and record market share
10
J Sainsbury plc Annual Report and Financial Statements 2014
6th
largest retailer of
childrenswear
by volume
Our general merchandise and clothing
proposition has a strong focus on quality
and design and this year we created a
contemporary department store look and
feel, with clothing and homeware co-
ordinated and displayed to enhance
customers’ shopping experience. Currently
in 53 stores, the response has been positive
and this concept will be in over 150 stores
by the end of next year.
The re-launch of our Tu clothing brand in
the autumn of 2013 represented the single
biggest investment in our clothing business
since 2004. The range is now merchandised
in more than 400 stores, and is the seventh
biggest clothing line in the UK by volume,
and 11th by value. More than 7.5 million
customers buy the range and it generates
annual sales of approximately £750 million.
In January, we signed a new two-year deal
with Gok Wan, extending a successful
collaboration with the designer whose
fashionable, flattering designs are hugely
popular with our customers.
We are a destination shop for parents looking
to buy good quality, reasonably priced
clothing for their children. Tu is the sixth
largest UK retailer of childrenswear by volume
and we retained fourth position by volume in
the schoolwear market. Our Back-to-School
event in the summer was the most
successful ever.
Annual sales in general merchandise is over
£1 billion and continues to grow, making us
the sixth largest retailer of homeware by
value and taking us to record levels of market
share. Building on the success of our
by Sainsbury’s food offer, we are extending
the brand into all general merchandise
categories. Our hero categories, such as
cookware and kitchen electrical ranges,
complement our food offer and have
delivered double-digit growth this year. The
premium Collection range has performed
particularly well and our Cook’s Collection
cast iron range is now bigger than the UK’s
market-leading brand by volume.
We have outperformed the market by
volume in all our entertainment categories
– games, books, DVDs and CDs – enjoying
particular success with PS4 and Xbox One
consoles, own-brand cookery and
children’s books.
We continue to engage with our customers
and enhance our reputation as a credible
clothing and home retailer through point-of-
sale material, blogs, videos, social media and
our new website sainsburyshome.co.uk. Our
strong in-house buying team designs and
sources attractive, good quality products and
our offices in the Far East, India and
Bangladesh build strong relationships with
suppliers to ensure rigorous checks are
carried out and that our ethical and quality
standards are maintained.
Our non-food ranges are on sale in over 400
stores and 34 per cent of our customers can
now access, within a 15 minute drive, the full
non-food offer, compared to just 11 per cent
six years ago. However, with only one in five
of our supermarkets merchandising the full
non-food offer, we still have further
opportunity for growth.
Tu
The re-launch of Tu in the
autumn of 2013 represented
the single biggest investment
in our clothing business
since 2004
J Sainsbury plc Annual Report and Financial Statements 2014
11
Strategic Report
Our strategy continued
Complementary
channels and services
Developing channels and services
that complement our existing
supermarket business is a key part
of our long-term strategy for growth.
By investing in our online and
convenience businesses, and through
the acquisition of Sainsbury’s Bank,
we are focused on driving sales
through increasing customer loyalty.
£1bn+
annual grocery
online sales
190,000+
deliveries to customers
each week
12
J Sainsbury plc Annual Report and Financial Statements 2014
The trend continues for customers to shop
across a range of channels – supermarkets,
convenience stores and online, from home
and on the go. Helping people shop where,
when and how they want, across all
channels, is a key driver of loyalty, and
where customers shop all three channels
their total spend is more than double the
average of a supermarket-only shopper.
As well as doing their main supermarket
shop, our customers increasingly top up
locally, helping them to stick to a budget and
cut waste and fuel consumption. We opened
91 convenience stores last year and, with
over 600 stores, we now have more
convenience stores than supermarkets in our
store estate. Our convenience stores now
account for a third of Britain’s convenience
market growth. We recently opened our first
Convenience Training College in Brixton,
London, which will provide training to
colleagues and support our growth in this
market. Thanks to the hard work of over
16,000 convenience colleagues we were
named Convenience Retailer of the Year for
the fourth year running at the Retail Industry
Awards in September 2013.
Great locations and an emphasis on fresh
food have helped our convenience stores
deliver sales growth of around 19 per cent
year-on-year, with around six million
customer transactions each week and an
annual turnover of over £1.8 billion.
Christmas Eve was our biggest ever day in
convenience – with sales of almost £7 million
recorded. Securing appropriate sites has
Locals
Fewer than 1 in 10 of
the population live
within a 15 minute walk
of a Sainsbury’s Local
become increasingly competitive, but with
fewer than one in ten of the population living
within a 15 minute walk of a Sainsbury’s
Local, there is plenty of opportunity for us
to grow, creating jobs for local people and
helping revitalise high streets through the
increased footfall and trade our stores
often bring.
This year our groceries online business
reached the significant milestone of £1
billion in annual sales. Our focus on quality,
customer service and product availability has
resulted in customer satisfaction scores that
are at an all-time high. We were named
Online Retailer of the Year for the second
consecutive year at the Grocer Gold Awards
– a testament to the commitment of the
14,000 colleagues who make our online
operation a success. Over the past year we
have enhanced our groceries online website
to give customers faster and more intuitive
product search, and an improved recipe and
ideas section. In addition, our new mobile
website gives us a strategic platform on
which to build new functionality in future
years. Our groceries online business has
grown by over 12 per cent during the year,
delivering to over 190,000 customers each
week. There was a reduction in the growth of
marketing spend whilst we re-platformed the
website which impacted on sales growth in
the short term. Over 30,000 online customers
Scan
and go
We are pioneering the
development of in-store
technology through
mobile scan and go
have already purchased our annual online
delivery pass, which we launched in
November. We also announced plans to open
a dedicated online fulfilment centre within
the next few years in Bromley-by-Bow to
help meet the growing demand for our
online grocery service in London and the
South East. When fully operational this new
facility will allow us to serve an additional
20,000 online customers each week.
Our general merchandise website offers
thousands of own-brand and branded
products across home, garden, appliances,
technology, toys, sports and leisure. We are
continuing to rebalance the online product
mix, focusing on categories such as cookware
and kitchen electricals, away from high-
ticket, less profitable electrical items. Over
half our customers collect their orders
in-store via our Click & Collect service,
available in more than 1,000 of our stores.
J Sainsbury plc Annual Report and Financial Statements 2014
13
Strategic Report
Our strategy continued
Sainsbury’s Bank
We acquired the remaining 50 per
cent shareholding of Sainsbury’s
Bank from Lloyds Banking Group
on 31 January 2014. Our strategy
is to increase the number of Bank
customers and enhance loyalty.
14
J Sainsbury plc Annual Report and Financial Statements 2014
Sainsbury’s Bank is committed to offering
Sainsbury’s customers banking and financial
services tailored to their specific needs.
We consistently offer competitive financial
products built on value, quality and reward.
Now that the Bank is a wholly owned
subsidiary of Sainsbury’s, our finance
products will be even more closely integrated
with the Sainsbury’s shopping experience.
With the aim of sustaining prudent growth,
the Bank will continue to manage a
42-month transition to become a stand-
alone bank. In this time, we will build a new
banking platform, migrating from Lloyds
Banking Group systems and contact centres,
and evolve our risk and control framework.
We will also build greater people capability
including the transfer of banking contact
centre colleagues. The new platform has
been designed with our customers in mind
and will offer additional functionality that
will make doing business with us even easier.
As we build the new systems, profit growth
will be constrained by double running costs.
We will incur a total of £260 million in
transition costs and capital expenditure
moving to the new platform.
31%
year-on-year increase
in the number of Nectar
points awarded to our
banking customers
Best Buy
Loans
Named most consistent
Best Buy Loan provider
Pet
insurance
We offer customers
one of the highest
levels of vet fee cover
in the market
In a challenging marketplace, we have
continued to see growth in banking against
a backdrop of falling net interest margins.
Sainsbury’s Bank offers a range of
insurance products, savings accounts, credit
cards, loans and travel money. We currently
have 1.6 million active customer accounts
and on average 1.8 million visitors to
sainsburysbank.co.uk each month.
27 per cent of these visits are from mobile
devices, an increase of 54 per cent year-on-
year. We see significant opportunities for
growth as only one in 20 Sainsbury’s
customers has a Sainsbury’s Bank product.
Our loans regularly feature in best buy
tables, with Moneynet naming us Most
Consistent Best Buy Loan Provider 2014.
The insurance market has become
increasingly price-driven, reducing retention
and profitability; despite this, Sainsbury’s
Home Insurance recorded its best ever sales
in July and August 2013. In addition, our
138 in-store Travel Money bureaux recorded
their best ever performance last summer
with sales increasing 23 per cent compared
to 2012. We also opened 107 ATMs in the
last year and now have over 1,400 across
our store estate.
Our financial products and services are
designed specifically for our customers.
These include a Nectar Credit Card which
gives extra points on Sainsbury’s purchases.
Customers are also rewarded for their
ongoing loyalty with a range of Bank
products offering double Nectar points for
two years. We have seen a 31 per cent
year-on-year increase in Nectar points
awarded to our banking customers.
We continue to report industry-low levels of
customer complaints. Over the last year,
complaints per 1,000 customers have
reduced by 30 per cent, a reflection of our
commitment to delivering the quality of
service customers expect from Sainsbury’s.
Our strategy for long-term growth is focused
on unlocking value by offering shoppers
compelling reasons to bank and shop with
Sainsbury’s. Customers who take out a Bank
product spend more with us in-store (up to
15 per cent more per month once they have
been with us 24 months), demonstrating
increased brand loyalty.
1,400+
We now have over 1,400
ATMs across our store estate
J Sainsbury plc Annual Report and Financial Statements 2014
15
Strategic Report
Our strategy continued
Developing
new business
Developing new business and
investing beyond our core is part
of our long-term strategy for the
future. All new ventures carry a
certain amount of risk and require
investment and time to grow, and
some of the businesses in this area
are not yet progressing as quickly
as we would have liked.
275
in-store pharmacies
and four outpatient
pharmacies
16
J Sainsbury plc Annual Report and Financial Statements 2014
I2C
has marked its first full
year of operation
I2C, our joint venture with Aimia, the
operators of Nectar, has marked its first full
year of operation. I2C manages multi-media
campaigns to Sainsbury’s customers through
a unique range of cross-channel tools
including coupon-at-till, online, in-store
sampling and Sainsbury’s Magazine. It also
markets customer insights to our supply base.
Sainsbury’s Energy offers great value gas
and electricity, with the reward of Nectar
points. We also offer cost-saving products
such as solar panels and energy efficient
boilers. We have gained over 60 per cent
more customers than last year as people
look for the best deals in this highly
regulated market.
To address the competition in the
entertainment market, we are trialling a
range of services for our customers to keep
pace with the fast-growing trend for
downloading and streaming entertainment.
We have moved to a completely on-demand
model for our entertainment website, whilst
continuing to sell physical products in our
supermarkets. Although still very small, in its
first year of trading, eBooks by Sainsbury’s
has trialled a number of initiatives, including
being the first to offer free ebooks for those
buying the physical version.
We are committed to providing in-store
healthcare services to our customers. Last
year, pharmacists in our 275 in-store
pharmacies carried out over 290,000
consultations, giving 86,000 flu vaccinations
and conducting over 85,000 cholesterol
checks. Our stores host 35 NHS GP or
nurse-led surgeries and 24 private dental
surgeries – our convenient locations and
good parking facilities lend themselves
perfectly to these services. We have four
hospital outpatient pharmacies offering
excellent levels of service to the NHS and
to patients.
Our mobile phone network – Mobile by
Sainsbury’s – is still in its first year of
business and, although we have not
progressed as quickly as expected, we
continue to test and learn from the dynamic
market in which the business operates.
Mobile by Sainsbury’s is a joint venture with
Vodafone, offering value-for-money mobile
phone tariffs and handsets, and incentivising
customers by offering double Nectar points
on their grocery and fuel spend in
Sainsbury’s. As part of our strategy, we have
introduced dedicated phone shops in some
of our larger stores, offering customers
specialist service and advice. In addition,
we sell SIM cards in our stores, with 300
stores also offering a range of handsets.
J Sainsbury plc Annual Report and Financial Statements 2014
17
Strategic Report
Our strategy continued
Growing space
and creating
property value
In the past five years our property
portfolio has grown by £4.5 billion,
and its market value is now
£12.0 billion. Activity during the
year delivered property profits
of £52 million and, over five years,
we have raised £1.2 billion through
disposals, realising property profits
of over £335 million.
18
J Sainsbury plc Annual Report and Financial Statements 2014
This year we opened 13 new supermarkets,
91 convenience stores and extended six
supermarkets, a total of one million sq ft of
additional space, in line with our targets. We
continue to invest strategically in our store
estate through a programme of extensions
and refurbishments.
Our convenience stores accounted for a third
of Britain’s convenience market growth, with
sales of over £1.8 billion and year-on-year
growth of around 19 per cent. We reached a
milestone in January with the opening of our
Balsall Common Local, when the number of
convenience stores in our estate overtook the
number of supermarkets. Convenience stores
deliver higher returns and make a valuable
contribution to the local community,
bringing increased trade and footfall and
providing jobs for local people. We continue
to open around two new Sainsbury’s Locals
per week.
Our supermarket opening programme included
a 50,000 sq ft store in Penzance which opened
in November, giving a welcome economic and
employment boost to the area. We recruited
300 local people, many of whom had
previously faced tough barriers to employment.
Maximising
our assets
We are maximising our property
assets through mixed use
developments, building housing,
retail and leisure facilities alongside
new trading space such as in our
Fulham Wharf development
in London
New
space
We opened 1 million sq ft
of new space this year
power generated from waste in our supply
chain, and have achieved ‘water neutral’
status through offsetting partnerships in the
local community, ensuring that the total
amount of water used within the catchment
area will not increase as a result of our stores.
Size of
store
(sq ft)
5
>90,000
7
80–90,000
58
60–80,000
40–60,000
20–40,000
10–20,000
<10,000
123
We have continued to maximise the value
of our property assets, working with joint
venture partners to deliver new leisure,
residential and commercial opportunities
whilst adding trading space to our estate.
We are delivering a £500 million project with
Barratt London at Nine Elms, building 737
new homes, a new 80,000 sq ft Sainsbury’s
store and 27,000 sq ft of local shops,
restaurants and office space, complementing
the new Nine Elms tube station development
on the Northern Line extension.
We are also investing in our logistics
infrastructure and opened a new £30 million
convenience depot in Thameside and, when
fully operational, the facility will employ over
600 colleagues, to support the growth of our
convenience store network in London and
the South East. Our first dedicated online
fulfilment centre will also open in the next
few years and work has begun on a new one
million sq ft distribution facility in Daventry
which will create over 900 jobs and support
our growing general merchandise business.
Due to open in 2015, it has both road and rail
operations including a new intermodal
terminal connected to the existing railway
infrastructure. Separately, we have relocated
some other roles from London to our store
support centres in Coventry and Manchester.
Following a review of our property pipeline
we identified a number of sites that we no
longer wish to develop, resulting in a £92
million impairment within one-off items.
Our property valuation as at 15 March 2014
is £12.0 billion mainly as a result of an
improvement in yields to 4.7 per cent. We
continued to take advantage of these good
property yields, achieving over £300 million
in property disposal proceeds, generating a
profit on disposal of £52 million.
To reduce our operational carbon emissions
by 30 per cent, we have started to build
highly sustainable, low carbon stores such as
our new ‘Triple Zero’ stores in Leicester and
Weymouth. In both these stores we use
Right store,
right size
The spread of store sizes across
our estate reflects the way our
customers like to shop
200
158
652
Number of stores
J Sainsbury plc Annual Report and Financial Statements 2014
19
Strategic Report
Our strategy continued
Our values make
us different
Our promise to help customers
Live Well for Less is about more than
just price. Our values are integral
to our relationships with suppliers,
colleagues and other stakeholders.
We aim to ensure they differentiate
us from our competitors and give us
a real commercial advantage.
£136m
of Active Kids equipment
and experiences given
to schools, clubs,
nurseries and youth
clubs since 2005
20
J Sainsbury plc Annual Report and Financial Statements 2014
Over the year we have continued to make
good progress across our five values and
against our 20x20 Sustainability Plan, with
highlights including:
Best for food and health
• First major supermarket to introduce the
Department of Health’s nutritional labelling
• Over 32 per cent growth in the volume of
lighter alcohol wines sold since 2010 and
calorie labelling introduced on own-brand
Winemakers’ Selection wine
• Over 290,000 consultations by in-store
pharmacists this year
Sourcing with integrity
• Achieved 100 per cent British sourcing
for our fresh pork
• Gold Award and joint first in Marine
Conservation Society survey; leading
retailer of Marine Stewardship Council-
certified fish and RSPCA Freedom Food
products in the UK
• Awarded £1 million in British farming
grants and established a unique
agricultural apprenticeship scheme
Calorie
labelling
In 2014 we introduced
calorie labelling
on Winemakers’
Selection wine
Respect for our environment
• Achieved 53 per cent relative reduction in
operational water use compared with
2005/06, saving one billion litres per year;
first retailer to achieve the Carbon Trust
Water Standard
• All operational waste put to positive use,
avoiding landfill; general waste is recycled
or recovered, surplus food goes to charity,
or is used as animal feed or to generate
power via anaerobic digestion
• Green Retailer of the Year at the Grocer
Gold Awards; ranked in the top ten of
Carbon Clear’s FTSE 100 companies with
the best carbon management
53%
We have reduced our
water consumption by
53 per cent through
measures such as utilising
rainwater, providing cost
savings to the business
www.j-sainsbury.co.uk/rainwater
A great place to work
• Awarded second consecutive Gold
Investors in People accreditation – the
only supermarket to receive this accolade
• Nearly 5,000 new job opportunities created
through store openings and expansions
this year
• Created 150 fast-track Trainee Manager
places; continue to train apprentices
through a mix of vocational training and
nationally recognised qualifications
• To date, over 29,000 colleagues who work
on our fresh food counters, bakeries and
cafés have received job-specific City &
Guilds-accredited training in our seven
Food Colleges
• Colleagues shared a bonus pot of over
£80 million, bringing the total to over
£370 million over the last five years
• Over 21,000 colleagues started saving in
our Sharesave scheme this year – the
largest uptake yet
Making a positive difference to our
community
• With the support of our customers,
colleagues and suppliers we have raised
over £40 million for good causes this year,
including over £6.5 million for Sport Relief,
over £4.5 million for The Royal British
Legion and over £2 million for local
charities and community groups
• £136 million worth of Active Kids
equipment and experiences have been
donated since 2005; over 51,000 schools,
clubs, nurseries and youth groups are now
registered through the scheme
• Sponsored Sainsbury’s Summer Series,
including Sainsbury’s Anniversary Games
and Sainsbury’s School Games;
sponsorship of the British Paralympic
Association helped support athletes
competing at the Sochi Winter Games
• We are proud to pay our fair share of tax.
Whilst we are obliged to pay tax in
accordance with the law, we also ensure
that our taxation policy is aligned with
our corporate values. We maintain good
corporate practice and strict controls in
order to protect our shareholders’ funds
J Sainsbury plc Annual Report and Financial Statements 2014
21
Strategic Report
Key performance indicators
Financial KPIs1
Like-for-like sales2 2013/14
(%)
Retail sales growth2 2013/14
(%)
Retail underlying EBITDAR3 margin
(%)
1-year-LFL
0.2
2-year-LFL
3-year-LFL
4-year-LFL
5-year-LFL
2.0
4.1
6.5
11.1
2.7
7.1
1-year
2-year
3-year
4-year
5-year
12.0
17.4
25.3
2009/10
2010/11
2011/12
2012/13
2013/14
7.79
7.81
7.80
7.84
8.05
Trading intensity per sq ft4,5
(£ per week)
Retail underlying operating margin6
(%)
Underlying profit before tax7
(£m)
2009/10
2010/11
2011/12
2012/13
2013/14
20.42
20.04
19.47
19.27
18.93
2009/10
2010/11
2011/12
2012/13
2013/14
3.36
3.50
3.54
3.57
3.65
2009/10
2010/11
2011/12
2012/13
2013/14
610
665
712
758
798
Progress on delivering against our 20x20 Sustainability Plan
Our values
Commitments
Progress
Best for food
and health
Healthier baskets
• First major supermarket to implement new Multiple Traffic Light nutritional labelling
• Six new lines added to our My Goodness! range and reformulated by Sainsbury’s bacon and ham, removing nearly
11 tonnes of salt annually from customers’ diets
Alcohol
• Introduced calorie labelling on our Winemakers’ Selection range
• Reduced ABV in basics red, white and rosé wine from 11 per cent to 10.5 per cent
• Over 32 per cent growth in the volume of lighter alcohol wines sold since 2010
Sourcing with
integrity
Raw materials
• Planning for sourcing of top 35 raw materials
• Over 80 own-brand products now made with physically certified palm oil
No deforestation
Sustainable fish
Fairly traded
British
Animal welfare
• 300 trees planted in the Sainsbury’s Wood, dedicated to Team GB
• Gold award and rated joint first in the Marine Conservation Society supermarket survey
• First major UK retailer to launch Aquaculture Stewardship Council certification
• Leader in Greenpeace Tuna League 2014 for use of sustainable tuna
• Largest retailer of Fairtrade products in the world
• Committed £250,000 to help 7,800 Malawian cotton farmers produce sustainable cotton
• £1 million in research and development grants to support British farming
• UK’s leading retailer of British apples and pears for fifth year with 64 varieties
• Achieved 100 per cent British sourcing across fresh pork
• UK’s largest retailer of RSPCA Freedom Food, accounting for over 60 per cent of all Freedom Food sales
• Responsible Business of the Year at RSPCA Animal Hero Awards 2013
• Best Retailer Marketing Award from Compassion in World Farming 2013
Supplier standards
• Announced plans for an independent sustainable sourcing standard for key raw materials
• Over 450 suppliers engaged through our African, Asian and Spanish conferences
• Over 170 supplier technical managers trained as part of our Ethical Trade Technical Manager Academy
1
2
3
4
5
2012/13 KPIs have been restated to reflect the adoption of IAS 19 Revised.
Sales including VAT, excluding fuel, excluding Sainsbury’s Bank.
Underlying EBITDAR: underlying profit before tax before underlying net finance costs,
underlying share of post-tax results from joint ventures, depreciation, amortisation and rent,
divided by sales excluding VAT, including fuel.
Trading intensity per sq ft: sales per week (including VAT, excluding fuel) divided by sales area.
2009/10 adjusted for comparative purposes to remove the dilutive effect of the temporary
VAT reduction to 15 per cent between 1 December 2008 and 31 December 2009.
6
7
Retail underlying operating margin: underlying profit before tax before underlying net
finance costs and underlying share of post-tax results from joint ventures, divided by retail
sales excluding VAT, including fuel.
Underlying profit before tax: profit before tax before any profit or loss on the disposal of
properties, investment property fair value movements, impairment of goodwill, retailing
financing fair value movements, IAS 19 Revised pension financing charge, defined benefit
pension scheme expenses, acquisition adjustments and one-off items that are material and
infrequent in nature.
22
J Sainsbury plc Annual Report and Financial Statements 2014
Operating cash flow
(£m)
Pre-tax return on capital
employed8,9 (%)
Underlying basic earnings
per share10 (pence)
2009/10
2010/11
2011/12
2012/13
2013/14
1,206
1,138
1,291
1,268
1,227
2009/10
2010/11
2011/12
2012/13
2013/14
11.0
11.1
11.1
11.1
11.3
2009/10
2010/11
2011/12
2012/13
2013/14
Core retail capital expenditure
(£m)
Gearing11
(%)
Dividend per share12
(pence)
2009/10
2010/11
2011/12
2012/13
2013/14
886
1,138
1,240
1,040
888
2009/10
2010/11
2011/12
2012/13
2013/14
31.2
33.4
35.2
37.0
39.7
2009/10
2010/11
2011/12
2012/13
2013/14
23.9
26.5
28.1
30.8
32.8
14.2
15.1
16.1
16.7
17.3
Our values
Commitments
Progress
Respect for our
environment
Positive waste
• Achieved target of putting all store waste to positive use
• 138th comprehensive recycling facility installed, with over 80 more planned
• Largest provider of donations to Oxfam outside their own shops, donating almost 3,000 tonnes of clothing and over
550 tonnes of books, CDs and DVDs
Packaging
Operational carbon
• 26.2 per cent absolute weight reduction in own-brand packaging vs. 2005/06 (3.6 per cent reduction year-on-year)
• Smaller carrier bag introduced in convenience, saving 67,000 kg carbon in 2013/14
• 2.4 per cent absolute reduction in carbon emissions year-on-year despite space growth of over 20 per cent since 2009
• 11.1 per cent absolute reduction in supermarket electricity consumption vs. 2007/08, despite space growth of over 31 per cent
• 125,000th PV solar panel installed, helping to reduce CO2 emissions by estimated 13,750 tonnes per year
• 184 stores with natural refrigerant, on track to achieve over 200 stores by end of March 2015
Supplier carbon
• 128,000 tonne reduction in collective carbon footprint of Farmer & Grower Development Groups
Water
Active youth
• 53 per cent reduction in relative water consumption against 2005/06 baseline
• 12 per cent reduction in water consumption at farm level through move to Better Cotton Initiative cotton
• £136 million of Active Kids equipment and experiences donated since 2005
• Supporting British Paralympic Association until Rio 2016
Community investment
• Over £40 million invested in good causes by us, our colleagues, customers and suppliers this year
• Almost seven million meals donated to local charities through our food donation partnerships and work with FareShare
Commitment and
engagement
Jobs and skills
• 4 per cent increase in colleague engagement vs. 2012/13
• 2 per cent increase in those who would recommend Sainsbury’s as a great place to work
• Over 29,000 colleagues received City & Guilds-accredited training in our seven Food Colleges to date
• Over 2,500 seasonal jobs created for Christmas and New Year made permanent
• 15,000 colleagues with over 20 years’ service
Diversity and inclusion
• Over 21,600 employed via You Can scheme since 2008, helping those who may have faced barriers to work
• 2,000th new colleague welcomed through Remploy partnership, helping those with disabilities
Sharing success
• Colleagues shared in bonus pot of over £80 million, bringing total over last five years to over £370 million
• Over 21,000 colleagues started saving in our Sharesave scheme
Making a
positive
difference to
our community
A great place
to work
8
9
Return on capital employed: underlying profit before interest and tax, divided by the average
of opening and closing capital employed (net assets before net debt).
2013/14 closing capital employed has been reduced by 50 per cent of Sainsbury’s Bank
consolidated closing net assets (£243 million) to reflect the fact that the Bank was only
consolidated in the accounts for four weeks of the 2013/14 financial year.
10 Underlying basic earnings per share: underlying profit, net of attributable taxation, divided
by the weighted average number of ordinary shares in issue during the period, excluding
those held by the ESOP trusts, which are treated as cancelled.
11 Gearing: net debt divided by net assets.
12 Dividend per share: total proposed dividend per share in relation to the financial year.
J Sainsbury plc Annual Report and Financial Statements 2014
23
Strategic Report
Our principal risks and uncertainties
The risk management process is closely aligned to our strategy.
Risk is an inherent part of doing business. The management of these
risks is based on a balance of risk and reward determined through
careful assessment of both the potential likelihood and impact as
well as risk appetite. Consideration is given to both reputational as
well as financial impact, recognising the significant commercial value
attributable to the Sainsbury’s brand. Each principal risk and
uncertainty is considered in the context of how it relates to the
achievement of the Group’s strategic objectives. The current
business strategy and objectives are categorised into five areas
of focus as follows:
r a t i o n al excellence
e
p
O
Growing space
and creating
property
value
Great
food
Five areas
of focus
Developing
new business
Compelling
general
merchandise
and clothing
Complementary
channels and
services
O
ur values make u s d i f
t
n
e
f e r
The risk discussion includes assessment of both gross and net risk,
where gross risk reflects the risk exposure and risk landscape before
considering the mitigations in place, and net risk reflects the residual
risk after mitigations. The gross risk movement from prior year for
each principal risk and uncertainty has been assessed and is
presented as follows:
No change
Increased gross
risk exposure
Reduced gross
risk exposure
Mitigations in place supporting the management of the risk to a net
risk position are also described for each principal risk and
uncertainty.
Key risk movements
The key risks are discussed and monitored throughout the year
to identify changes to the risk landscape. Over the last year, this
ongoing monitoring of risk has identified the opportunity to
recognise the challenge around property, optimisation of space
and the impact of the increasingly competitive landscape as a key
corporate risk. This has resulted in an additional risk disclosure
around ‘Space and Property’. Also reflected in the current year
disclosure is the risk associated with a change in leadership and the
potential impact on colleague engagement. Finally, the Financial and
Treasury risk now includes reference to the financial risk exposure to
the Group post acquiring full ownership of Sainsbury’s Bank.
24
J Sainsbury plc Annual Report and Financial Statements 2014
The most significant principal risks identified by the Board and
the corresponding mitigating controls are set out below in
alphabetical order.
Business continuity and major incidents response
Risk
A major incident or catastrophic event could impact on the
Group’s ability to trade.
Mitigation
Sainsbury’s has detailed plans in place, supported by senior
representatives who are trained in dealing with major incidents
and have the authority levels to make decisions in the event of
a potentially disruptive incident.
The Business Continuity Steering Group meets quarterly to ensure
that the business continuity (‘BC’) policy and strategy is fit for
purpose. In addition, it oversees the mitigation of all risks associated
with BC and IT disaster recovery. In the event of any unplanned or
unforeseen events the Business Continuity Management Team is
convened at short notice to manage the response and any associated
risk to the business.
All key strategic locations have secondary backup sites which would
be made available within pre-defined timescales and are regularly
tested.
Business strategy
Risk
If the Board adopts the wrong business strategy or does not
communicate or implement its strategies effectively, the
business may be negatively impacted. Risks to delivering the
strategy need to be properly understood and managed to
deliver long-term growth for the benefit of all stakeholders.
Mitigation
A clear strategy remains in place with five key areas of focus:
• Great food;
• Compelling general merchandise and clothing;
• Complementary channels and services;
• Developing new business; and
• Growing space and creating property value.
Progress against these areas of focus and any risks to delivery, such
as the availability of suitable new store sites, are regularly reviewed
by the Board and the overall strategy is reviewed at the annual
two-day Strategy Conference. The Operating Board also holds regular
sessions to discuss strategy. This activity is supported by a dedicated
strategy team. To ensure the strategy is communicated and
understood, the Group engages with a wide range of stakeholders
including shareholders, colleagues, customers and suppliers on
a continual basis.
Colleague engagement, retention and capability
Developing new business
Risk
Risk
The Group employs 161,000 colleagues who are critical
to the success of our business. Attracting and maintaining
good relations with talented colleagues and investing in their
training and development is essential to the efficiency and
sustainability of the Group’s operations. Delivery of the strategic
objectives, including development of new businesses and
progress on multi-channel, increases the risk of ability to attract
and retain talent, specific skill sets and capability. In addition,
the change of leadership in 2014 will require careful
management to ensure colleague engagement is maintained
during the period of transition.
Mitigation
The Group’s employment policies and remuneration and benefits
packages are regularly reviewed and are designed to be competitive
with other companies, as well as providing colleagues with fulfilling
career opportunities. Colleague surveys, performance reviews,
communications with trade unions and regular communication of
business activities are some of the methods the Group uses to
understand and respond to colleagues’ needs. Processes are also in
place to identify talent and actively manage succession planning
throughout the business. Ongoing reviews are performed to
understand the nature of capability and specific skill sets required
to deliver objectives. This is supported by embracing new ways of
attracting talent and our corporate value ‘A great place to work’
reinforces our commitment to giving people the opportunity to be
the best they can be.
A plan is in place to manage the leadership transition and the
methods described above will continue to be employed to
understand and maintain colleague engagement during this period.
Data security
Risk
It is essential that the security of customer, colleague and
Company confidential data is maintained. A major breach of
information security could have a major negative financial and
reputational impact on the business. The risk landscape is
increasingly challenging with deliberate acts of cybercrime on
the rise targeting all markets and heightening the risk exposure.
Mitigation
A Data Governance Committee is established and is supported by
focused working groups looking at the management of colleague
data, customer data, information security, commercial data and
awareness and training. Various information security policies and
standards are in place which focus on encryption, network security,
access controls, system security, data protection and information
handling. A review of key third parties who hold sensitive customer or
colleague data continues to take place, and progress is monitored by
the Information Security team. A risk-based security testing
approach across Sainsbury’s IT infrastructure and applications is in
place to identify and remediate ongoing vulnerabilities.
Exploring a range of new opportunities beyond our core
business forms part of our five areas of focus. Robust
identification and management of risks associated with the
new business development agenda is essential to support
successful delivery of objectives.
Mitigation
The existing risk management framework and processes embedded
in the business extend to projects exploring new opportunities
beyond the core. All projects have a steering group and subject
matter experts are engaged as appropriate. A formal review and
approval governance structure is also in place.
Environment and sustainability
Risk
Environment and sustainability are core to Sainsbury’s values.
The key risk facing the Group in this area relates to reducing
the environmental impact of the business with a focus on
reducing packaging and new ways of reducing waste and
energy usage across stores, depots and offices.
Mitigation
A number of initiatives are in place, which are being led by the
Environmental Action Team and the Corporate Responsibility Steering
Group, to reduce our environmental impact and to meet our
customers’ expectations in this area. Further details are included in
the Corporate Responsibility review on pages 47 to 49.
Financial and treasury risk
Risk
The main financial risks are the availability of short and
long-term funding to meet business needs and fluctuations
in interest, commodity and foreign currency rates. The business
has now acquired full ownership of Sainsbury’s Bank which
presents a risk that the Group’s financial performance and
position may be negatively impacted if the Bank transition
and performance is not delivered as planned.
Mitigation
The Group Treasury function is responsible for managing the Group’s
liquid resources, funding requirements, interest rate and currency
exposures and the associated risks as set out in note 28 on page 114
to 119. The Group Treasury function has clear policies and operating
procedures which are regularly reviewed and audited.
Sainsbury’s Bank operates an enterprise wide risk management
framework. The principal financial risks relating to the Bank and
associated mitigations are set out in note 28 to the financial
statements on page 119 to 120.
J Sainsbury plc Annual Report and Financial Statements 2014
25
Strategic Report
Our Principal Risks and Uncertainties continued
Health and safety – people and product
Pension risk
Risk
Risk
Prevention of injury or loss of life for both colleagues and
customers is of utmost importance. In addition it is paramount
to maintaining the confidence our customers have in our
business.
Mitigation
Clear policies and procedures are in place detailing the controls
required to manage health and safety and product safety risks across
the business and comply with all applicable regulations. These cover
the end-to-end operation, from the auditing and vetting of
construction contractors, to the health and safety processes in place
in our depots, stores and offices, to the controls in place to ensure
people and product safety and integrity.
The Group operates a number of pension arrangements. These
are subject to risks in relation to liabilities as a result of changes
in life expectancy, inflation and future salary increases, and to
risks regarding the value of investments and the returns derived
from such investments.
Mitigation
An investment strategy is in place which has been developed by the
pension trustee, in consultation with the Company, to mitigate the
volatility of liabilities, to diversify investment risk and to manage
cash. In September 2013, the Sainsbury’s Defined Benefit Pension
Scheme was closed to future contributions which will help us to
manage the escalating costs of pensions and protect the pensions
that colleagues have already built up in the Scheme.
In addition, established product testing programmes are also in place
to support rigorous monitoring of product traceability and provide
assurance over product safety and integrity. Supplier terms and
conditions and product specifications set clear standards for product/
raw material safety and quality which suppliers are expected to
comply with.
Risk
Regulatory environment
The Group’s operations are subject to a broad spectrum of
regulatory requirements. Key areas subject to regulation include
planning, competition, environmental, employment, pensions
and tax laws and regulations over the Group’s products and
services.
Acquiring full ownership of Sainsbury’s Bank introduces risk
around the Bank failing to meet the requirements of legislation
and regulatory requirements as defined by the Prudential
Regulation Authority, Financial Conduct Authority and any
other relevant regulatory bodies.
Failure to comply with laws and regulations could lead to civil
and/or criminal legal prosecution and fines or imprisonment
imposed on Sainsbury’s or our colleagues. In addition, a breach
could lead to reputational damage.
Mitigation
There is an established governance process in place at both
Sainsbury’s and Sainsbury’s Bank to monitor regulatory
developments and to ensure that all existing and forthcoming
regulations are complied with.
At Sainsbury’s Bank, conduct risk considerations are fully embedded
into all relevant Bank activities and the colleague performance
management framework.
At Sainsbury’s, regular reviews are completed across the estate to
ensure compliance and that training needs are addressed as required.
Processes for monitoring and embedding training for key new
legislation are in place and Sainsbury’s also has a dedicated internal
legal department to provide the relevant colleagues impacted by the
regulations with advice and guidance.
Process compliance is supported by external accreditation and
internal training programmes, which are aligned to both health and
safety laws and Sainsbury’s internal policies. In addition, resource
is dedicated to manage the risk effectively, in the form of the Group
Safety Committee and specialist teams including Convenience Risk
Managers and Logistics and Commercial Safety Specialists.
IT systems and infrastructure
Risk
The Group is reliant on its IT systems and operational
infrastructure in order to trade efficiently. Inadequate systems
or failure of key systems could have a significant impact on our
business.
Mitigation
The Group has extensive controls in place to maintain the integrity
and efficiency of its systems including detailed recovery plans in the
event of a significant failure. New innovations and upgrades to
systems are ongoing to improve both the customer experience and
colleague efficiency. Prior to introducing system changes, rigorous
testing is completed.
26
J Sainsbury plc Annual Report and Financial Statements 2014
Transition risk – Sainsbury’s Bank
Risk
Acquiring full ownership of Sainsbury’s Bank introduces
change-driven operational risk in particular through the
transitional period. This transitional risk could have an adverse
impact on people, processes, regulatory compliance and
technical infrastructure. Failure to transition successfully may
have an adverse impact on the Sainsbury’s brand. A robust risk
management process is essential to support successful
transition.
Mitigation
Executive sponsorship and a change governance structure is in place
to manage and oversee the transition including engagement of
management with financial services experience. The risk
management process includes early identification of key transitional
risks along with mitigation plans. Tracking of risk mitigation
effectiveness will be ongoing throughout the transitional period.
The Bank has also identified transitional risk as a new and emerging
risk to the Bank.
Space and property
Risk
The Group continues to invest in the core business. Acquiring
the targeted volume of the right sites and operating new and
existing space in line with targeted levels of profitability
presents a risk in an increasingly competitive market. Failure
to manage this risk may impact delivery of financial targets or
strategic objectives.
Mitigation
A property pipeline is established and formal approval processes
are in place to support investment decisions. The performance of
the estate is monitored and reviewed on an ongoing basis and a
refurbishment and refresh programme for supermarkets and
convenience is in place to maintain and optimise the estate.
Trading environment
Risk
Effective management of the trading account is key to the
achievement of performance targets. The continued challenging
economic environment and competitive retail pressure could
affect the performance of the Group in terms of sales, costs and
operations, through:
• the ongoing challenges to household disposable income;
• competitor pricing positions and continued challenging
competitive environment;
• the reduction of the industry profit pool;
• commodity costs driving up the cost of goods; and
• changing competitive landscape.
There is also a risk of supplier failure, with possible operational
or financial consequences for the Group.
Mitigation
We adopt a differentiated strategy with a continued focus on
delivering quality products with ‘universal appeal’, at a range of price
points ensuring value for all our customers. This is achieved through
the continuous review of our key customer metrics, monitoring of
current market trends and price points across competitors, active
management of price positions, development of sales propositions
and increased promotion and marketing activity. While external cost
pressures including oil-related costs, commodity pricing and business
rates affect our business, the Group continues to work hard to
mitigate the impact of these cost pressures on customers and on our
overall profitability through the delivery of cost savings. Sainsbury’s
undertakes credit checks on suppliers and maintains regular, open
dialogue with key suppliers concerning their ability to trade.
J Sainsbury plc Annual Report and Financial Statements 2014
27
Strategic Report
Financial Review
Dear Shareholder,
Despite the continuing tough
economic environment,
Sainsbury’s grew underlying Group
sales (including VAT) by 2.8 per cent
to £26,353 million1 (2012/13: £25,632
million) and underlying profit
before tax (‘UPBT’) by 5.3 per cent
to £798 million (2012/132: £758
million). We maintained market
share at 16.8 per cent despite the
strong growth of the discounters
in the retail sector, outperforming
our ‘Big Four’ peers.
28
J Sainsbury plc Annual Report and Financial Statements 2014
John Rogers, Chief Financial Officer
The continued progress of our multi-channel strategy, allowing
customers to choose where, when and how they shop, enabled us to
differentiate our offer from that of our competitors. Our convenience
business grew at around 19 per cent, well ahead of the market, and
annual sales are now over £1.8 billion. Our online grocery business
grew at over 12 per cent and annual sales are now over £1.0 billion.
Own-brand continues to go from strength to strength with strong
growth in the by Sainsbury’s and Taste the Difference ranges. Brand
Match continued to reinforce the competitiveness of Sainsbury’s price
position along with Nectar and coupon-at-till technology, ensuring
customers are rewarded with relevant offers.
We completed the purchase of the remaining 50 per cent of
Sainsbury’s Bank on 31 January 2014. Our research shows that
Sainsbury’s shoppers who also have a Bank product are more loyal
and spend more in-store, and full ownership provides us with
significant opportunities to unlock further value by driving additional
sales through both our financial services and retail businesses.
Sainsbury’s Bank has been equity accounted for the 46 weeks to
31 January 2014 and 100 per cent consolidated for the four weeks to
28 February 2014. Sainsbury’s Bank contributed £24 million to UPBT
in 2013/14, compared to £22 million in 2012/13.
Sainsbury’s achieved around £120 million of operational cost savings
which offset the impact of inflationary pressures on costs during the
year. Retail underlying operating profit increased by 5.1 per cent to
£873 million (2012/13: £831 million), with retail operating margin
improving by eight basis points (seven basis points at constant
fuel prices).
Following a review of our property pipeline, we identified some sites
where we no longer wish to build a supermarket, resulting in a
£92 million impairment included within one-off items.
Accounting for VAT on the redemption of Nectar points has been
the subject of a legal case over a number of years between HMRC
and Aimia, the company which administers the Nectar scheme.
A Supreme Court ruling in June 2013 ruled in favour of Aimia, thereby
enabling Sainsbury’s to recognise a credit of £76 million relating to
historic VAT overpayments.
In July 2013, we confirmed we would proceed with the proposal
to close the Sainsbury’s defined benefit pension scheme to future
accrual. The closure generated a one-off net credit of £148 million
within one-off items, including £10 million of defined contribution
transition payments. The defined benefit pension scheme was
subject to a triennial valuation as at 17 March 2012 that resulted
in an actuarial deficit of £592 million. This was a decrease of
£635 million from the March 2009 deficit, mainly as a result of the
scheme’s £600 million interest in a property partnership. As a result,
the Company will continue with the recovery plan that was agreed
after the March 2009 valuation, that included a £49 million annual
cash contribution towards the deficit.
New space and the investments made over the past few years
continue to deliver an expected return above the Group’s required
hurdle rate, with core retail capital expenditure this year lower at
£888 million (2012/13: £1,040 million). New space delivered a 2.5 per
cent contribution to sales growth, in line with our expectations.
Return on capital employed (‘ROCE’) is impacted by the consolidation
of Sainsbury’s Bank, which increased closing capital employed by
£243 million for only the final four weeks of the year. Adjusting for
this, ROCE increased by 19 basis points to 11.3 per cent, enhanced
by the movement in the net pension deficit, which reduces capital
employed. Excluding the pension fund deficit and adjusting for
Sainsbury’s Bank, ROCE was 10.4 per cent, in line with the prior year.
ROCE growth was held back by slower sector growth and reduced
industry profitability, although this was offset by an improved
Sainsbury’s underlying operating margin and the property pipeline
review which resulted in an impairment of £92 million, reducing
closing capital employed.
Sainsbury’s took advantage of continued good property yields and
generated funds through the selective sale and leaseback of
supermarkets that have no further development potential, generating
£301 million of proceeds through property transactions (2012/13:
£202 million). This delivered a profit from the disposal of properties of
£52 million (2012/13: £66 million). The estimated market value of
the Group’s overall property portfolio increased by £0.5 billion to
£12.0 billion (16 March 2013: £11.5 billion).
The balance sheet remained strong and the business has funding
in place of over £3.5 billion, including a new revolving credit facility
of over £1.1 billion, of which only £0.2 billion was drawn at the
year-end. Net debt ended the year at £2.4 billion, slightly lower
than expected, driven by lower capital expenditure.
Underlying basic earnings per share increased to 32.8 pence
(2012/13: 30.8 pence), a 6.5 per cent improvement year-on-year.
This was higher than the increase in underlying profit, primarily
due to the impact of the reduction in the statutory corporation tax
rate. Basic earnings per share increased by 17.8 per cent to 37.7
pence (2012/13: 32.0 pence), higher than the underlying measure
as a result of a profit of £100 million on items excluded from
underlying results.
The Board has recommended a final dividend of 12.3 pence (2012/13:
11.9 pence), making a full year dividend of 17.3 pence, up 3.6 per
cent year-on-year (2012/13: 16.7 pence) and covered 1.90 times by
underlying earnings.
Despite the challenging economic climate, next year will be an
exciting one for Sainsbury’s as we progress with the programme to
integrate Sainsbury’s Bank into the business and continue the pace
of our convenience store opening programme. Alongside this, our
priority is to maintain tight cost control including an increased
focus on delivering cross-functional efficiency savings, improving
operational cash flow and working capital management and driving
returns from our investments.
John Rogers
Chief Financial Officer
Summary income statement
52 weeks to 15 March 2014
Underlying Group sales (including VAT)1
Retail sales (including VAT)
Underlying Group sales (excluding VAT)1
Retail sales (excluding VAT)
Underlying operating profit
Retailing
Financial services – Sainsbury’s Bank
Total underlying operating profit
Underlying net finance costs3
Underlying share of post-tax profit from JVs4
Underlying profit before tax
Items excluded from underlying results
Profit before tax
Income tax expense
Profit for the financial period
Underlying basic earnings per share
Basic earnings per share
Dividend per share
2014
£m
26,353
26,328
23,946
23,921
20132
£m
25,632
25,632
23,303
23,303
873
6
879
(111)
30
798
100
898
(182)
716
831
–
831
(111)
38
758
14
772
(170)
602
32.8p
37.7p
17.3p
30.8p
32.0p
16.7p
Change
%
2.8
2.7
2.8
2.7
5.1
n/a
5.8
–
(21.1)
5.3
614.3
16.3
(7.1)
18.9
6.5
17.8
3.6
1. Underlying Group sales excludes a £3 million acquisition adjustment fair value unwind.
2. The prior year financial information has been restated to reflect the adoption of IAS 19 Revised.
3. Net finance costs before financing fair value movements and the IAS 19 Revised pension financing charge.
4. The underlying share of post-tax profit from JVs is stated before investment property fair value movements, financing fair value movements, profit on disposal of properties and Sainsbury’s Bank one-off costs.
J Sainsbury plc Annual Report and Financial Statements 2014
29
Retailing
Retail sales (including VAT) and space
Retail sales (including fuel) increased by 2.7 per cent to
£26,328 million (2012/13: £25,632 million).
Retail sales growth (including VAT, including fuel)
52 weeks to 15 March 2014
Like-for-like sales
Net new space (excluding extensions and replacements)
Total sales growth
This includes a 2.7 per cent contribution from new space (excluding
extensions and replacements) and flat like-for-like (‘LFL’) sales.
2014
%
–
2.7
2.7
2013
%
2.1
2.5
4.6
Retail sales (excluding fuel) grew by 2.7 per cent, with LFL growth of
0.2 per cent, which was higher than the sales including fuel number
due to a LFL fuel sales decline, with retail price deflation in fuel more
than offsetting growth in LFL fuel volumes. The LFL growth reflected
the continued challenging market conditions and was below
Sainsbury’s full year guidance of 1.0 to 1.5 per cent. Sainsbury’s
growth was in line with the market, with market share flat year-on-
year at 16.8 per cent for the 52 weeks to 2 March 2014 (as measured
by Kantar) and growth ahead of our ‘Big Four’ peers.
LFL sales growth (excluding fuel) reduced from 1.4 per cent in the
first half to a decline of 1.1 per cent in the second half. Sainsbury’s
delivered LFL growth of 0.2 per cent in the third quarter, driven
by a very tough sales environment throughout October and
November. LFL growth declined by 3.1 per cent in the fourth quarter,
as Sainsbury’s annualised strong performance in the previous
year driven by the horsemeat cross-contamination issue which
impacted competitors.
The contribution from net new space (excluding extensions and
replacements) of 2.5 per cent was in line with Sainsbury’s expectations.
Our multi-channel strategy enables customers to shop where, when
and how they want. The convenience business grew sales by around
19 per cent to over £1.8 billion, well ahead of the market, and
groceries online delivered over £1.0 billion of sales, a year-on-year
increase of over 12 per cent, lower than the previous year’s growth,
reflecting a reduction in the growth of marketing spend whilst the
new website was launched. Sainsbury’s non-food offer continued to
grow ahead of the market and at over twice the rate of the food
business, supported by continued range development and the roll
out of our new ‘department store’ concept to 53 stores.
Retail sales growth (including VAT, excluding fuel)
52 weeks to 15 March 2014
Like-for-like sales1
Net new space (excluding extensions and replacements)
Total sales growth
1. This includes a 0.2 per cent contribution from stores extended in 2013/14, net of disruptions.
Average trading intensity (‘TI’) excluding fuel declined to £18.93 per
sq ft per week (2012/13: £19.27 per sq ft per week), caused by the
higher proportion of space for general merchandise and clothing
(which trades less intensively than food) and a drop in TI in the
underlying estate due to the challenging economic environment.
Convenience TIs continued to grow driven by improving TIs in the
mature estate, supported by the strong performance of new stores.
New space, excluding extensions and replacements, contributed
2.5 per cent of the 2.7 per cent sales growth (excluding fuel).
Sainsbury’s added a gross 1,013,000 sq ft of selling space in the year
(including replacements and extensions), an increase of 4.8 per cent
(2012/13: 1,007,000 sq ft and 4.9 per cent). Including the impact of
closures, this translated into net space growth of 895,000 sq ft, an
increase of 4.2 per cent since the start of the year (2012/13: 918,000
sq ft and 4.5 per cent). Hurdle rates for new supermarkets have been
raised to ensure that we continue to deliver good returns on our
future developments and a rationalisation of the property pipeline in
the year resulted in a £92 million impairment.
2014
%
0.2
2.5
2.7
2013
%
1.8
2.5
4.3
Space growth included 13 new supermarkets, of which three were
replacement stores (2012/13: 14 new supermarkets, of which two
were replacements). These generated an additional 582,000 sq ft of
gross selling space (a net 470,000 sq ft), with one store closure.
Sainsbury’s reduced the number of supermarket refurbishments to
15 stores and also reduced the number of extensions to six, adding
218,000 sq ft of selling space (2012/13: eight extensions and 20
refurbishments added 185,000 sq ft). As part of the refurbishment
programme we regularly review stores to ensure that we maintain
the high standards our customers expect.
Convenience continues to be a key area of growth, with 91 stores
added during the year (2012/13: 87 stores). Three stores were closed
(2012/13: four stores) and 39 refurbished (2012/13: 15 stores),
with net convenience space growth of 207,000 sq ft, an increase of
17.1 per cent since the start of the year (2012/13: 182,000 sq ft and
17.7 per cent), meeting our target of opening around two new stores
per week.
Net of replacements, closures and disposals, closing space of
22,160,000 sq ft was 4.2 per cent higher than last year (2012/13:
21,265,000 sq ft).
30
J Sainsbury plc Annual Report and Financial Statements 2014
Strategic ReportFinancial Review continued Store numbers and retailing space
52 weeks to 15 March 2014
At 16 March 2013
New stores
Disposals/closures
Extensions/refurbishments/downsizes
At 15 March 2014
Memorandum:
Extensions
Refurbishments/downsizes
Total projects
In 2014/15, Sainsbury’s expects LFL sales and the contribution from
extensions (net of disruptions) to be similar to 2013/14. Contribution
from new space (excluding extensions and replacements) is expected
to be around 2.0 per cent.
In 2014/15, Sainsbury’s expects to deliver around 750,000 sq ft of
gross new space, with around two new convenience store openings
per week.
Retail underlying operating profit
Retail underlying operating profit increased by 5.1 per cent to
£873 million (2012/13: £831 million), reflecting cost savings of
around £120 million in the year, offsetting the impact of cost inflation.
Retail underlying operating margin improved by eight basis points
year-on-year to 3.65 per cent (2012/13: 3.57 per cent), which was a
seven basis point improvement at constant fuel prices. Retail
underlying EBITDAR margin increased by 21 basis points to 8.05 per
cent, an 18 basis point improvement at constant fuel prices.
In 2014/15, Sainsbury’s expects cost inflation towards the lower end
of the two to three per cent range and efficiency savings of around
£120 million to £130 million.
Sainsbury’s would not expect profit consensus1 to change as a result
of the preliminary announcement2. Market consensus reflects a wide
range of possible outcomes, reflecting the market uncertainty.
Retail underlying operating profit
52 weeks to 15 March 2014
Retail underlying operating profit (£m)3
Retail underlying operating margin (%)4
Retail underlying EBITDAR (£m)5
Retail underlying EBITDAR margin (%)6
2014
873
3.65
20137
831
3.57
Change
5.1%
8 bps
1,926 1,826
5.5%
7.84 21 bps
8.05
Change at
constant
fuel prices
7 bps
18 bps
1. 2014/15 UPBT consensus estimate of £762 million as published on www.j-sainsbury.co.uk/
investor-centre/analyst-consensus at 17:00 on 6 May 2014.
2. Preliminary announcement on 7 May 2014.
3. Underlying earnings before interest, tax, Sainsbury’s Bank underlying operating profit and
Sainsbury’s underlying share of post-tax profits from JVs.
4. Retail underlying operating profit divided by retail sales excluding VAT.
5. Retail underlying operating profit before rent, depreciation and amortisation.
6. Retail underlying EBITDAR divided by retail sales excluding VAT.
7. The prior year financial information has been restated to reflect the adoption of IAS 19 Revised.
Supermarkets
Convenience
Total
Number
583
13
(4)
–
592
6
15
21
Area
000 sq ft
20,056
582
(112)
218
20,744
143
75
218
Number
523
91
(3)
–
611
–
39
39
Area
000 sq ft
1,209
215
(6)
(2)
1,416
Number
1,106
104
(7)
–
1,203
Area
000 sq ft
21,265
797
(118)
216
22,160
–
(2)
(2)
6
54
60
143
73
216
Financial services – Sainsbury’s Bank
Sainsbury’s completed its purchase of the remaining 50 per cent of
Sainsbury’s Bank on 31 January 2014. Sainsbury’s Bank has been
equity accounted for the 46 weeks to 31 January 2014 and 100 per
cent consolidated for the four weeks to 28 February 2014. The Bank
contributed £24 million to 2013/14 UPBT (2012/13: £22 million).
Sainsbury’s Bank results
Total income (£m)3
Underlying operating profit (£m)
Recognised as a joint venture (£m)
Consolidated as a subsidiary (£m)
Impact on Group underlying profit
before tax (£m)
Net interest margin (%)4
Bad debt as a percentage of lending (%)5
Tier one capital ratio (%)6
20141
229
53
18
6
24
3.1
1.1
13.6
20132
239
59
22
–
22
2.7
1.3
12.6
Change
%
(4.2)
(10.2)
(18.2)
n/a
9.1
35 bps
21 bps
98 bps
1. 50 weeks to 28 February 2014.
2. 52 weeks to 16 March 2013.
3. Net interest and net commission income.
4. Interest receivable divided by average interest-bearing assets.
5. Bad debt expense divided by gross lending as at year-end.
6. Year-end tier one capital divided by year-end risk-weighted assets.
Sainsbury’s Bank total income fell by 4.2 per cent to £229 million
(2012/13: £239 million), mainly due to a reduction in the earned
interest rate on the loans book driven by strong competition and a
decline in commission income driven by price deflation in insurances,
particularly car insurance.
Sainsbury’s Bank delivered an underlying operating profit of
£53 million, a 10.2 per cent decrease year-on-year. This reduction
was driven by reduced total income and a provision relating to
potential customer redress payable in respect of Card Protection Plan
insurance and similar products. This provision is in line with the
outcome of a market review by the Financial Conduct Authority,
which found that these had been widely mis-sold by several financial
institutions. This was partly offset by favourable bad debt levels,
which as a percentage of lending improved to 1.1 per cent
(2012/13: 1.3 per cent).
Net interest margin increased by 35 basis points year-on-year to
3.1 per cent (2012/13: 2.7 per cent) mainly driven by changes to the
funding structure. The tier one capital ratio increased by 98 basis
points year-on-year to 13.6 per cent (28 February 2013: 12.6 per
cent), reflecting the improvements in the underlying capital position.
In 2014/15, Sainsbury’s Bank is expected to make a similar level of
underlying operating profit to 2013/14.
J Sainsbury plc Annual Report and Financial Statements 2014
31
Property and other joint ventures (‘JV’)
Sainsbury’s underlying share of post-tax profit from its JV with British
Land was £14 million (2012/13: £14 million). Its underlying share of
post-tax profit from the JV with Land Securities was £2 million
(2012/13: £2 million).
At the year-end, there was no surplus or loss on revaluation
recognised within the share of post-tax profit from the JVs in the
income statement (2012/13: £10 million loss). An increase in the
average yield to 5.2 per cent (2012/13: 5.1 per cent) was offset by
rental increases.
Two JVs were set up post half-year 2012/13, Mobile by Sainsbury’s
and I2C, which recognised a net loss of £4 million, driven by initial
start-up costs.
In 2014/15, Sainsbury’s expects the property JVs to make a similar
level of profit to 2013/14. The start-up JVs are expected to make a
similar level of loss to 2013/14.
Underlying net finance costs
Underlying net finance costs were in line with the prior year at
£111 million (2012/13: £111 million), with a reduction in capitalised
interest offset by savings on gross interest mainly due to a decrease
in the inflation rate on the Group’s inflation-linked debt1.
Underlying net finance costs
52 weeks to 15 March 2014
Underlying finance income2
Interest costs
Capitalised interest
Underlying finance costs2
Underlying net finance costs2
2014
£m
20
(157)
26
(131)
(111)
2013
£m
19
(162)
32
(130)
(111)
1. The interest rate on the inflation-linked debt resets annually in April, by reference to the RPI rate
(capped at five per cent) prevailing in January.
2. Finance income/costs before financing fair value movements and IAS 19 Revised pension financing
charge.
Sainsbury’s expects underlying net finance costs in 2014/15 to
remain broadly flat year-on-year, with capitalised interest of around
£20 million.
Items excluded from underlying results
Items excluded from underlying results totalled £100 million
(2012/13: £14 million), mainly due to one-off items, profit on
disposal of properties and acquisition adjustments, partly offset by
the IAS 19 Revised pension financing charge.
Items excluded from underlying results
52 weeks to 15 March 2014
Profit on disposal of properties
Investment property fair value movements
Financing fair value movements
IAS 19 Revised pension financing charge
Defined benefit pension scheme expenses
Acquisition adjustments
One-off items
Total items excluded from underlying results
2014
£m
52
–
(8)
(23)
(7)
18
68
100
2013
£m
66
(10)
(10)
(16)
(7)
–
(9)
14
One-off items
A credit to one-off items of £68 million (2012/13: £9 million charge)
includes: the impact of a past service credit net of compensation
payments of £148 million as a result of the closure of Sainsbury’s
defined benefit pension scheme to future accrual (including £10
million of defined contribution transition payments); an impairment
of £92 million to write down the value of certain sites where the
Group no longer intends to build a supermarket to their recoverable
amount; £76 million relating to historic VAT overpayments made in
relation to Nectar redemptions of points in-store; £45 million in
relation to the purchase of the remaining 50 per cent of Sainsbury’s
Bank and transitioning the Bank to a new, more flexible banking
platform; and other one-off costs of £19 million mainly in relation
to internal restructuring and a provision for a commercial item, for
which we intend to defend our position.
One-off items
52 weeks to 15 March 2014
Pension past service credit
Land impairment
Nectar VAT
Sainsbury’s Bank costs
Other
Total one-off items
2014
£m
148
(92)
76
(45)
(19)
68
2013
£m
–
–
–
(20)
11
(9)
In 2014/15, Sainsbury’s expects items recognised outside UPBT to
include transition payments in relation to the closure of the defined
benefit pension scheme of £17 million. Sainsbury’s Bank costs for
transitioning to a new, more flexible banking platform are expected
to be around £45 million (capital costs relating to the transition are
expected to be around £60 million).
Taxation
The income tax charge was £182 million (2012/131: £170 million),
with an underlying tax rate of 21.9 per cent (2012/131: 23.6 per cent)
and an effective tax rate of 20.3 per cent (2012/131: 22.0 per cent).
The underlying and effective tax rates were lower than last year,
primarily as a result of the one per cent lower statutory corporation
tax rate and the impact of further reductions in the statutory rate on
the revaluation of deferred tax balances.
Underlying tax rate
52 weeks to 15 March 2014
Profit before tax, and tax thereon
Adjustments (and tax thereon) for:
Profit on disposal of properties
Financing fair value movements
IAS 19 Revised pension financing charge
Pension scheme expenses
Acquisition adjustments
One-off items
Deferred tax rate change
Underlying profit before tax,
and tax thereon
Profit
£m
898
Tax
£m
(182)
Rate
%
20.3
(52)
8
23
7
(18)
(68)
–
(1)
(1)
(5)
(2)
1
35
(20)
798
(175)
21.9
1. The prior year financial information has been restated to reflect the adoption of IAS 19 Revised.
In 2014/15, Sainsbury’s expects the underlying tax rate to be
between 23.5 and 24.5 per cent. In 2013/14, the revaluation of
deferred tax balances reduced the underlying tax rate, but there will
be no such adjustment in 2014/15, causing the rate to increase
despite the one per cent fall in next year’s statutory corporation
tax rate.
32
J Sainsbury plc Annual Report and Financial Statements 2014
Strategic ReportFinancial Review continued
In the UK, there are a large number of taxes, of which many are
relevant for Sainsbury’s. In 2013/14, Sainsbury’s paid £1.8 billion
(2012/13: £1.5 billion) to the UK government, of which £825 million
(2012/13: £773 million) was borne by Sainsbury’s and the remaining
£949 million (2012/13: £761 million) was collected on behalf of our
colleagues, customers and suppliers. Sainsbury’s participate in the
Total Tax Contribution PwC Survey for The 100 Group of Finance
Directors. In the year to March 2013, our total taxes borne ranked
seventh amongst the survey participants.
The key taxes paid by Sainsbury’s were business rates of £432 million
(2012/13: £396 million), employers’ national insurance of £141 million
(2012/13: £128 million) and UK corporation tax of £140 million
(2012/13: £143 million). Other taxes including customs duty, excise duty,
VAT and energy taxes totalled £112 million (2012/13: £106 million).
Earnings per share
Underlying basic earnings per share increased by 6.5 per cent to
32.8 pence (2012/13: 30.8 pence), reflecting the improvement in
UPBT and the lower underlying tax rate year-on-year, partially offset
by the effect of additional shares issued during the year.
The weighted average number of shares in issue was 1,896.8 million
(2012/13: 1,881.5 million), an increase of 15.3 million shares or
0.8 per cent. Basic earnings per share increased to 37.7 pence
(2012/13: 32.0 pence). Basic earnings per share were higher than the
underlying basic earnings per share due to the items excluded from
underlying results.
Underlying earnings per share
52 weeks to 15 March 2014
Basic earnings per share
Adjustments (net of tax) for:
Profit on disposal of properties
Investment property fair value movements
Financing fair value movements
IAS 19 Revised pension financing charge
Pension scheme expenses
Acquisition adjustments
One-off items
Deferred tax rate change
Underlying basic earnings per share
2014
pence
per share
37.7
20131
pence
per share
32.0
(2.8)
–
0.4
0.9
0.3
(0.9)
(1.7)
(1.1)
32.8
(2.8)
0.5
0.4
0.6
0.3
–
0.4
(0.6)
30.8
1. The prior year financial information has been restated to reflect the adoption of IAS 19 Revised.
Dividends
The Board has recommended a final dividend of 12.3 pence per
share (2012/13: 11.9 pence), which will be paid on 11 July 2014 to
shareholders on the Register of Members at the close of business
on 16 May 2014, subject to approval by shareholders at the AGM.
This will increase the full year dividend by 3.6 per cent to 17.3 pence
per share (2012/13: 16.7 pence). The dividend is covered 1.90 times
by underlying earnings (2012/131: 1.84 times).
The proposed final dividend was recommended by the Board on
6 May 2014 and, as such, has not been included as a liability as at
15 March 2014.
Sainsbury’s remains focused on delivering returns to shareholders.
The Board intends to continue to increase the dividend each year and
to build cover to two times over the medium term, although cover
may fall in 2014/15 given the updated tax rate guidance.
1. The prior year financial information has been restated to reflect the adoption of IAS 19 Revised.
Financing
The Group’s key financing objectives are to diversify funding sources,
to minimise refinancing risk and to maintain appropriate standby
liquidity. As at 15 March 2014, the Group had drawn borrowing
facilities of £2.7 billion and undrawn but committed borrowing
facilities of £950 million at its disposal.
The principal elements of the Group’s core borrowings comprise of
two long-term loans of £929 million due 2018 and £829 million due
2031, both secured over property assets. In addition, the Group has
unsecured borrowings totalling £204 million with maturities ranging
from 2014 to 2017, unsecured private placement loans totalling £184
million with maturities ranging from 2015 to 2017, a £190 million
public issue convertible bond due July 2014 and £188 million of hire
purchase facilities and other finance leases.
In February 2014, the Group entered into a new syndicated
committed revolving credit facility for £1,150 million, replacing the
£690 million facility which was due to mature in October 2015. The
new facility is split into two tranches, a £500 million facility maturing
in March 2017 and a £650 million facility maturing in March 2019.
As at 15 March 2014, £200 million had been drawn under the £500
million facility (2012/13: £nil). The £1,150 million facility, bank loans
and private placement loans contain only one financial covenant,
being the ratio of EBITDAR to consolidated net interest plus net rental
expenditure, the ‘Fixed Charge Cover’ ratio. As at the year-end,
Sainsbury’s comfortably passed this covenant test.
Net debt and cash flows
Sainsbury’s net debt includes the cost of acquiring Sainsbury’s
Bank, but excludes Sainsbury’s Bank’s own net debt balances.
As at 15 March 2014, net debt was £2,384 million (2012/13: £2,162
million), an increase of £222 million year-on-year. This was driven
primarily by the additional funding used to acquire Sainsbury’s Bank
and an increase in working capital, offset by cash generated from
sale and leasebacks and lower investments in new space.
Operating cash flows before changes in working capital increased
by 5.6 per cent to £1,366 million (2012/13: £1,294 million), but
cash generated from operations decreased by 3.2 per cent to £1,227
million (2012/13: £1,268 million, 1.8 per cent decrease) due to an
adverse movement in working capital.
Working capital increased by £139 million year-on-year (2012/13: £26
million increase) mainly driven by a decrease in trade payables of £62
million driven by the phasing of Easter, a decrease in other payables
of £67 million and £10 million of other working capital movements.
The net cash used in investing activities of £590 million was £272
million lower year-on-year (2012/13: £862 million) driven by lower
capital expenditure and higher proceeds from property transactions.
The £1,016 million acquisition of Sainsbury’s Bank net of cash
acquired, consists of £1,259 million cash acquired offset by the
£243 million cash payment. Sainsbury’s Bank cash balances of
£1,225 million, and derivatives, which relate to the working capital of
Sainsbury’s Bank are excluded from the Group’s net debt definition.
Receipt of new debt of £450 million during the year relates to a
£200 million bank loan maturing in July 2014, a £50 million hire
purchase facility maturing in June 2018 and a £200 million drawing
under the new £1,150 million syndicated committed revolving credit
facility part maturing in 2017 and 2019. The new debt offsets
£439 million of borrowings repaid during the year.
J Sainsbury plc Annual Report and Financial Statements 2014
33
2014
£m
Summary cash flow statement
52 weeks to 15 March 2014
Operating cash flow before changes in
working capital
1,366
Increase in retail working capital
(128)
Increase in Sainsbury’s Bank working capital
(11)
1,227
Cash generated from operations
Interest paid
(148)
Corporation tax paid
(140)
939
Net cash from operating activities
Net cash used in investing activities
(590)
Acquisition of Sainsbury’s Bank net of cash acquired
1,016
Proceeds from issue of shares
19
Receipt of new debt
450
Repayment of borrowings
(439)
Dividends paid
(320)
Increase/(decrease) in cash and cash equivalents 1,075
Elimination of net increase in Sainsbury’s Bank cash and
cash equivalents
(Increase)/decrease in debt
Fair value and other non-cash movements
Movement in net debt
(1,225)
(27)
(45)
(222)
2013
£m
1,294
(26)
–
1,268
(143)
(144)
981
(862)
–
17
75
(138)
(308)
(235)
–
36
17
(182)
Sainsbury’s expects 2014/15 year-end net debt to be similar to
2013/14.
Retail capital expenditure
Core retail capital expenditure decreased by £152 million year-on-
year to £888 million (2012/13: £1,040 million), due to a reduction in
the value of land purchases and expenditure on future new stores,
driven by the phasing of spend on larger-scope projects. Sainsbury’s
stepped up its convenience store opening programme in the year
with 91 new convenience stores (2012/13: 87 convenience stores)
and completed 54 refurbishments (2012/13: 35 refurbishments),
including 15 supermarkets (2012/13: 20 supermarkets) and 39
convenience stores (2012/13: 15 convenience stores).
Core retail capital expenditure as a percentage of sales (including
fuel, including VAT) was 3.4 per cent (2012/13: 4.1 per cent).
Sainsbury’s also took advantage of continued good property yields
in the year to achieve £301 million in sale and leaseback proceeds
(2012/13: £202 million), which contributed to a total profit on
disposal of properties of £52 million (2012/13: £66 million). Net retail
capital expenditure was £628 million (2012/13: £875 million).
Retail capital expenditure
52 weeks to 15 March 2014
New store development (£m)
Extensions and refurbishments (£m)
Other – including supply chain and IT (£m)
Core retail capital expenditure (£m)
Acquisition of freehold and trading properties (£m)
Proceeds from property transactions (£m)
Net retail capital expenditure (£m)
Capex/sales ratio (%)1
2014
418
274
196
888
41
(301)
628
2013
593
271
176
1,040
37
(202)
875
3.4
4.1
1. Core retail capital expenditure divided by retail sales (including fuel, including VAT).
In 2014/15, Sainsbury’s expects core retail capital expenditure
(excluding Sainsbury’s Bank) to be similar to 2013/14. Core retail
capital expenditure as a percentage of retail sales (including fuel,
including VAT) is expected to be in line with 2013/14 at 3.4 per cent,
reducing to below 3.0 per cent from 2015/16 onwards.
34
J Sainsbury plc Annual Report and Financial Statements 2014
Return on capital employed
Return on capital employed (‘ROCE’) is impacted by the consolidation
of Sainsbury’s Bank, which increased closing capital employed by
£243 million. Adjusting for this, ROCE over the 52 weeks to 15 March
2014 was 11.3 per cent (2012/13: 11.1 per cent), an increase of 19
basis points year-on-year, enhanced by the increase in the net
pension deficit, which reduces capital employed.
ROCE excluding the net pension deficit and adjusting for Sainsbury’s
Bank over the 52 weeks to 15 March 2014 was 10.4 per cent
(2012/13: 10.4 per cent). ROCE growth was held back by slower sector
growth and reduced industry profitability, although this was offset by
an improved Sainsbury’s operating margin and the property pipeline
review which resulted in an impairment of £92 million, reducing
closing capital employed.
Return on capital employed
52 weeks to 15 March 2014
Underlying operating profit (£m)
Underlying share of post-tax profit from JVs (£m)
Underlying profit before interest and tax (£m)
Average capital employed1 (£m)
Return on capital employed (%)
Return on capital employed
(excluding pension fund deficit) (%)
52 week ROCE movement to 15 March 2014
52 week ROCE movement to 15 March 2014
(excluding pension fund deficit)
20132
831
38
869
7,851
11.1
10.4
2014
879
30
909
8,073
11.3
10.4
19 bps
–
1. Average of opening and closing net assets before net debt. 2013/14 closing capital employed has
been reduced by 50 per cent of Sainsbury’s Bank consolidated closing net assets (£243 million) to
reflect the fact that the Bank was only consolidated in the accounts for four weeks of the 2013/14
financial year.
2. The prior year financial information has been restated to reflect the adoption of IAS 19 Revised.
Summary balance sheet
Shareholders’ funds as at 15 March 2014 were £6,005 million
(2012/13: £5,838 million), an increase of £167 million. This is mainly
attributable to the continued profitable growth of the underlying
business and investment in space to support future growth, offset by
the increase in the net retirement benefit obligation (net of deferred
tax) and net debt.
The book value of property, plant and equipment, including land and
buildings, has grown by £58 million (£76 million when Sainsbury’s
Bank is consolidated by line). This was driven by continued space
growth offset by the sale and leaseback of stores with no further
development potential and a £92 million write-down of certain sites
where the Group no longer intends to build a supermarket.
Net debt was £222 million higher than at 16 March 2013 driven by a
£243 million increase attributable to the acquisition of Sainsbury’s
Bank and an increase in working capital. These increases were partly
offset by the continued profitable growth of the underlying business
and a reduction in capital expenditure year-on-year.
Net assets of £485 million as a result of the full consolidation of
Sainsbury’s Bank have been included and separately identified.
Retail adjusted net debt to EBITDAR is 3.9 times (2012/13: 3.8 times)
and interest cover improved to 8.2 times (2012/13: 7.8 times). Fixed
charge cover remained consistent at 3.1 times (2012/13: 3.1 times).
Gearing increased year-on-year to 39.7 per cent (2012/13: 37.0 per cent)
mainly as a result of the increase in net debt. Excluding the pension
deficit, gearing reduced to 35.7 per cent (2012/13: 33.7 per cent).
Strategic ReportFinancial Review continued
Summary balance sheet
at 15 March 2014
Land and buildings (freehold and
long leasehold)
Land and buildings (short leasehold)
Fixtures and fittings
Property, plant and equipment
Other non-current assets
Inventories
Trade and other receivables
Sainsbury’s Bank assets1
Cash and cash equivalents
Debt
Net debt
Trade and other payables and provisions
Retirement benefit obligations,
net of deferred tax
Sainsbury’s Bank liabilities1
Net assets
2014
£m
20137
£m
Movement
£m
7,127
751
1,984
9,862
790
1,005
290
4,113
367
(2,751)
(2,384)
(3,364)
(679)
(3,628)
6,005
7,156
675
1,973
9,804
909
987
306
–
517
(2,679)
(2,162)
(3,422)
(584)
–
5,838
(29)
76
11
58
(119)
18
(16)
4,113
(150)
(72)
(222)
58
(95)
(3,628)
167
Key financial ratios
Retail adjusted net debt to
EBITDAR2
Interest cover3
Fixed charge cover4
Gearing5
Gearing (excluding pension
deficit)6
3.8 times8
3.9 times
8.2 times 7.8 times
3.1 times 3.1 times
37.0%
39.7%
35.7%
33.7%
1. As at 28 February 2014.
2. Net debt of £2,384 million plus capitalised lease obligations of £5,095 million (5.5 per cent
discount rate), divided by retail underlying EBITDAR of £1,926 million, calculated on a rolling
52 week basis.
3. Underlying profit before interest and tax divided by underlying net finance costs.
4. Retail underlying EBITDAR divided by net rent and underlying net finance costs.
5. Net debt divided by net assets.
6. Net debt divided by net assets, excluding pension deficit.
7. The prior year financial information has been restated to reflect the adoption of IAS 19 Revised.
8. Restated to reflect more detailed analysis of lease length beyond five years.
As at 15 March 2014, Sainsbury’s estimated market value of
properties, including our 50 per cent share of properties held
within property JVs, was £12.0 billion (2012/13: £11.5 billion).
The £0.5 billion increase year-on-year was driven by a 27 basis point
improvement in the yield to 4.7 per cent (2012/13: 4.9 per cent)
contributing £0.6 billion and property value added of £0.2 billion,
partly offset by sale and leasebacks of £0.3 billion.
The summary balance sheet presented above discloses Sainsbury’s
Bank assets and liabilities separately to aid interpretation. A summary
balance sheet is also presented with Sainsbury’s Bank consolidated
by line.
2014
£m
20131
£m
Movement
£m
Summary balance sheet
at 15 March 2014
Land and buildings (freehold and
long leasehold)
7,127
751
2,002
9,880
2,234
1,005
1,716
Land and buildings (short leasehold)
Fixtures and fittings
Property, plant and equipment
Other non-current assets
Inventories
Trade and other receivables
Sainsbury’s Bank cash and
cash equivalents
1,225
Cash and cash equivalents
367
Debt
(2,751)
Net debt
(2,384)
Trade and other payables and provisions (6,992)
Retirement benefit obligations,
net of deferred tax
Net assets
(679)
6,005
7,156
675
1,973
9,804
909
987
306
–
517
(2,679)
(2,162)
(3,422)
(584)
5,838
(29)
76
29
76
1,325
18
1,410
1,225
(150)
(72)
(222)
(3,570)
(95)
167
Defined benefit pensions
As a result of the amendments made under IAS 19 Revised, the
Group has restated prior year financial information in accordance
with the revised standard. Application of the revised standard has
resulted in an increase to UPBT of £1 million (2012/13: £2 million)
and an additional charge of £23 million outside of UPBT during the
52 weeks to 15 March 2014 (2012/13: £18 million charge). Net assets
increased by £104 million as at 17 March 2013 as a result of the
removal of the expense reserve from the pension liability.
Retirement benefit obligations
at 15 March 2014
Present value of funded obligations
Fair value of plan assets
Pension deficit
Present value of unfunded obligations
Retirement benefit obligations
Deferred income tax asset
Net retirement benefit obligations
2014
£m
(6,855)
6,131
(724)
(13)
(737)
58
(679)
20131
£m
(6,460)
5,841
(619)
(13)
(632)
48
(584)
1. The prior year financial information has been restated to reflect the adoption of IAS 19 Revised.
Following a comprehensive consultation, we announced the closure
of Sainsbury’s defined benefit (‘DB’) pension scheme to future accrual
from 28 September 2013. This plan amendment generates a past
service credit of £172 million, offset by £14 million of enhanced early
retirement costs. Additional transitional contributions of £10 million
were also made to active members’ defined contribution (‘DC’) plans
across the second half of the year.
As at 15 March 2014, the post-tax pension deficit was £679 million,
£95 million higher year-on-year (16 March 2013: £584 million). The
one-off past service credit as a result of the closure of the scheme to
future accrual reduced the deficit by £158 million; however this was
more than offset by a 0.3 per cent fall in the real discount rate and
changes in other assumptions that increased the liability by £416
million. This was partly offset by a slight outperformance of assets,
which returned 5.7 per cent over the year.
The DB pension scheme was subject to a triennial valuation at March
2012 by Towers Watson, the scheme’s independent actuaries. On the
basis of the assumptions agreed, the actuarial deficit at 17 March
2012 was £592 million, a decrease of £635 million from the March
2009 deficit of £1,227 million, mainly as a result of the scheme’s
circa £600 million interest in a property partnership. As a result, the
Company will continue with the recovery plan that was agreed with
the Group after the valuation as at March 2009. This incorporates a
£49 million annual cash contribution towards the deficit.
The IAS 19 Revised pension service cost included within UPBT for the
52 weeks to 15 March 2014 was £34 million (2012/13: £59 million).
Sainsbury’s will not incur an IAS 19 Revised service cost post closure
of the DB scheme to future accrual. Contributions to the DB scheme
have been replaced by contributions to the DC schemes.
Approval of the Strategic Report
Pages 1 to 35 of the Annual Report form the Strategic Report. Disclosures
concerning diversity, greenhouse gas emissions and human rights appear
on pages 46, 49 and 75 respectively. These disclosures together with our
business model on the inside front cover are all considered to be part of
the Strategic Report.
By order of the Board
Tim Fallowfield
Company Secretary and Corporate Services Director
6 May 2014
1. The prior year financial information has been restated to reflect the adoption of IAS 19 Revised.
J Sainsbury plc Annual Report and Financial Statements 2014
35
Directors’ Report
J Sainsbury plc: Board of Directors
2
5
8
3
6
9
1
4
7
10
36
J Sainsbury plc Annual Report and Financial Statements 2014
1. David Tyler
Chairman
5. Matt Brittin
Non-Executive Director
9. Susan Rice
Non-Executive Director
Appointed to the Board on 1 October 2009, David
became Chairman on 1 November 2009. He is also
Non-Executive Chairman of Hammerson plc and
a Non-Executive Director of Burberry Group plc.
He was previously Finance Director of GUS plc
(1997-2006) and has held senior financial and
general management roles with Christie’s
International plc (1989-96), County NatWest
Limited (1986-89) and Unilever PLC (1974-86).
He was Chairman of Logica plc (2006-12) and of
3i Quoted Private Equity plc (2007-09), and a
Non-Executive Director of Experian plc (2006-12)
and of Reckitt Benckiser Group plc (2007-09). He
has also been Chairman of Hampstead Theatre
since 2012.
2. Justin King
Chief Executive
Appointed Chief Executive on 29 March 2004,
Justin is also Chairman of the Operating Board.
He has been a Non-Executive Director of Staples,
Inc. since September 2007. He is a member of
the CBI President’s Committee and a Visiting
Fellow of Oxford University’s Centre for Corporate
Reputation. Justin is a former member of both the
Board of the London Organising Committee of the
Olympic Games and Paralympic Games (2009-13)
and the Prime Minister’s Business Advisory Group
(2010-12), and was previously the Director of Food
at Marks and Spencer Group plc. Prior to this he
held a number of senior positions at ASDA/
WalMart and Häagen Dazs UK. He spent much
of his early career with Mars Confectionery and
Pepsi International.
3. Mike Coupe
Group Commercial Director and
Chief Executive designate
Appointed Group Commercial Director on 19 July
2010, Mike is responsible for Trading, Marketing,
IT and Online. He has been a member of the
Operating Board since October 2004 and an
Executive Director since 1 August 2007. He joined
Sainsbury’s from Big Food Group where he was a
Board Director of Big Food Group plc and
Managing Director of Iceland Food Stores. He
previously worked for both ASDA and Tesco, where
he served in a variety of senior management roles.
Mike was appointed to the board of directors of
I2C at its inception and he is also a Non-Executive
Director at Greene King plc.
4. John Rogers
Chief Financial Officer
Appointed Chief Financial Officer on 19 July 2010,
John is also a member of the Board of Sainsbury’s
Bank plc. John joined Sainsbury’s in November
2005 as Director of Corporate Finance and then
became Director of Group Finance from March
2007 to July 2008. In July 2008, he was appointed
to the Operating Board as Property Director. John is
co-chair of the Chief Financial Officer Leadership
Network, established by the Accounting for
Sustainability (A4S) Project founded by HRH The
Prince of Wales. Prior to Sainsbury’s, John was
Group Finance Director for Hanover Acceptances,
a diversified corporation with wholly owned
subsidiaries in the food manufacturing, real estate
and agri-business sectors.
Appointed to the Board on 1 June 2013. Susan has
been a Non-Executive Director of SSE plc since July
2003 and became their Senior Independent
Director in 2007. Susan is also Managing Director
of Lloyds Banking Group Scotland, a Non-
Executive Director of the Court of the Bank of
England, where she chairs the Audit and Risk
Committee, Big Society Capital Ltd and of the
National Council of Universities and Business. She
chairs the Boards of the Edinburgh International
Book Festival, the Edinburgh Festivals Forum and
the Governors of the National Galleries of Scotland.
Susan was formerly a Non-Executive Director of
Scotland’s Futures Forum.
10. Jean Tomlin
Non-Executive Director
Appointed to the Board on 1 January 2013, Jean
is an Independent Board member of Michael Kors
Holdings Limited, Join in Trust and Step up to
Serve. Formerly, she was the HR Director for The
London Organising Committee of the Olympic and
Paralympic Games where she oversaw the creation
and execution of the hugely successful Games
Maker volunteering programme. She was
previously Group HR Director at Marks and Spencer
Group plc, HR Director and Founder member of
Egg plc and Sales & Operations Director of
Prudential Direct.
Key to Committee members
Remuneration Committee
Audit Committee
Nomination Committee
Corporate Responsibility and Sustainability
Committee
Denotes Chairman of Committee
Life President
Lord Sainsbury of Preston Candover KG
Appointed to the Board on 27 January 2011, Matt
is Google’s President – Northern & Central Europe.
Previously, he was Managing Director of Google in
the UK & Ireland. Before joining Google at the start
of 2007, Matt spent much of his career in media
and marketing, with particular interests in
strategy, commercial development and sales
performance. This included commercial and
digital leadership roles in UK media. He is also a
Director of two charities, The Climate Group and
The Media Trust.
6. Mary Harris
Non-Executive Director
Appointed to the Board on 1 August 2007, Mary
is a member of the supervisory boards of TNT
Express NV, Unibail-Rodamco S.E. and Scotch &
Soda NV. She previously spent much of her career
with McKinsey & Company, most recently as a
partner, where she worked primarily with retail/
consumer clients in China, South East Asia and
Europe. Her previous work experience includes
working for PepsiCo in Greece and the UK, as a
sales and marketing executive.
7. Gary Hughes
Non-Executive Director
Appointed to the Board on 1 January 2005, Gary
is a Senior Advisor within the Portfolio Support
Group of Apax Partners LLP, the global equity firm,
a Non-Executive Director of SMART Technologies
Inc, a Director of the Scottish Exhibition Centre
Limited and a Director of Matomy Media Group
Limited. Formerly he was Chief Financial Officer of
Gala Coral (2008-11) and Chief Executive of CMP
Information Limited – a division of United Business
Media plc (2006-08), Group Finance Director of
Emap plc (2000-05), Group Finance Director of
SMG plc (1996-2000), and Deputy Finance Director
of Forte plc (1994-96). Prior to this Gary held a
number of senior management positions with
Guinness plc in the UK and in North America.
8. John McAdam
Non-Executive Director
Appointed to the Board on 1 September 2005, John
is the Senior Independent Director. He is Chairman
of Rentokil Initial plc and United Utilities plc and
also a Non-Executive Director of Rolls-Royce Group
plc. John joined Unilever PLC as a management
trainee in 1974 and went on to hold a number of
senior positions in Birds Eye Walls, Quest and
Unichema, before the sale of the Specialty Chemical
Businesses to ICI in 1997. He was Chief Executive of
ICI plc, until its sale to Akzo Nobel, and was formerly
a Non-Executive Director of Sara Lee Corporation
(2008-12) and Severn Trent Plc (2000-05).
Justin King will step down from the Board and
Mike Coupe is to be appointed Chief Executive
following the AGM in July 2014 (see page 40).
J Sainsbury plc Annual Report and Financial Statements 2014
37
Directors’ Report
Operating Board
1
4
7
2
5
8
3
6
9
10
11
38
J Sainsbury plc Annual Report and Financial Statements 2014
6. Tim Fallowfield
Company Secretary and Corporate
Services Director
Tim joined Sainsbury’s in 2001 as Company
Secretary and joined the Operating Board in 2004.
In addition to his role as Company Secretary, Tim
is responsible for the Corporate Services Division
comprising Legal Services, Public Affairs, Safety,
Shareholder Services, Insurance and Central
Security. He chairs the Group Safety Committee
and the Data Governance Committee. Tim joined
Sainsbury’s from Exel plc, the global logistics
company, where he was Company Secretary and
Head of Legal Services (1994-2001). He began his
career at the international law firm Clifford Chance
for six years and is a qualified solicitor.
7. Peter Griffiths
CEO of Sainsbury’s Bank
Peter was appointed CEO of Sainsbury’s Bank in
November 2012 and joined the Operating Board
in May 2014. Prior to joining Sainsbury’s he was
Group Chief Executive of Principality, the largest
building society in Wales, growing it from the 13th
largest building society in the UK to the 7th,
during his decade in charge. He previously worked
for NatWest (1977-2000), and was Chief Operating
Officer at Morgan Chambers Plc. He is former
Chairman of the CBI Wales and the Building
Societies Association, and is a Fellow of UWIC and
The Chartered Institute of Management.
8. Paul Mills-Hicks
Food Commercial Director
Paul joined the Operating Board in May 2014 as
Food Commercial Director having spent over
10 years at Sainsbury’s. He began working for
Justin King in his first two years as Chief Executive
during the formation of the ‘Making Sainsbury’s
Great Again’ strategy. Following this he held a
variety of roles in commercial, strategy and
finance, most recently as Business Unit Director
for Grocery. Prior to Sainsbury’s, Paul was
European Controller at Marks and Spencer
Group plc and a Director at UBS Warburg.
Paul is a qualified electronic engineer and
a Chartered Accountant.
9. Angie Risley
Group HR Director
Angie was appointed Group HR Director and a
member of the Operating Board in January 2013
with responsibility for human resources. She is
also a Non-Executive Director of Serco Group plc
and chairs their Remuneration Committee. Angie
was most recently Group HR Director at Lloyds
Banking Group and prior to this an Executive
Director of Whitbread plc with responsibility for
HR and Corporate Social Responsibility. She was
a member of the Low Pay Commission.
10. Jon Rudoe
Digital and Technology Director
Jon joined the Operating Board in March 2014
with responsibility for Digital and the IT function.
He joined Sainsbury’s in July 2011 as Director of
Online and in March 2013 he also took on
responsibility for Digital. Jon joined Sainsbury’s
from Ocado where he led marketing, user
experience, trading, own-brand and supply chain.
Previously, Jon was a management consultant at
Bain & Company and worked in venture capital.
11. Sarah Warby
Marketing Director
Sarah joined Sainsbury’s and the Operating Board
on 30 January 2012 as Marketing Director. She has
responsibility for all Sainsbury’s marketing
activity: brand communications, own-brand
marketing, in-store, loyalty and customer insight.
She also has responsibility for Customer Service
and Experience, as well as Corporate Social
Responsibility and Corporate Affairs. Sarah
previously held a number of senior positions at
Heineken and was their UK Marketing Director
where she was responsible for a number of the
UK’s most high-profile FMCG brands. Prior to this,
she was Innovation Director at Heineken where
she led the combined technical and marketing
team. Earlier in her career, Sarah worked for several
marketing agencies and was a graduate employee
at Unilever PLC.
1. Justin King
Chief Executive
See page 37
2. Mike Coupe
Group Commercial Director and
Chief Executive designate
See page 37
3. John Rogers
Chief Financial Officer
See page 37
4. Helen Buck
Business Development Director
Helen was appointed to the Operating Board on
19 July 2010 as Convenience Director. She was
appointed Retail Director in March 2012 and
became Business Development Director in May
2014 with responsibility for developing the
business beyond the core, as well as Mobile by
Sainsbury’s, Sainsbury’s Energy and Sainsbury’s
Online. Helen joined Sainsbury’s in 2005 and,
after spending four years running Brand
Communications, moved to the Trading Division
as Business Unit Director, Grocery in 2009. Before
joining Sainsbury’s, Helen held a number of senior
positions at Marks and Spencer Group plc,
Woolworths and Safeway and was a senior
manager at McKinsey & Company. Since
December 2011, Helen has been a Non-Executive
Director of LSL Property Services PLC.
5. Roger Burnley
Retail and Operations Director
Roger joined Sainsbury’s Operating Board in March
2006 as Supply Chain Director before assuming
the role of Retail and Logistics Director (2008-12).
He was then appointed Managing Director of
General Merchandise, Clothing and Logistics
in March 2012 and was appointed Retail
and Operations Director in May 2014, with
responsibility for leading the combined team of
Supermarkets, Convenience and Logistics. Roger
was previously Supply Chain Director at Matalan.
He spent his early career in retail management
and buying at B&Q before joining ASDA/WalMart,
where he held a number of positions before
becoming their Supply Chain Director in 2001.
Roger is currently Vice President of the Chartered
Institute of Logistics and Transport (UK) and in
September 2012 he joined the Board of Transport
for London, for which he is also a member of the
Surface Transport Panel.
J Sainsbury plc Annual Report and Financial Statements 2014
39
Directors’ Report
Corporate Governance
statement
Dear Shareholder,
Your Board remains committed
to effective governance and to
Sainsbury’s unique values and
culture, which have played a key
role in our success.
In this statement, I have picked out some aspects of governance which are
particularly notable for shareholders. These are described in more detail in
the following pages.
Succession
We take succession at Board and senior management level very seriously
and we believe that we have a good record of identifying the resourcing
needs of the business, developing our own people, attracting external talent
and planning and implementing change. Managing the succession of a chief
executive is a key priority for any board. In January, we announced that
Justin King will stand down in July after ten very successful years as Chief
Executive and that Mike Coupe will succeed him. Mike joined Sainsbury’s in
2004 and was appointed to the Board in August 2007. Since July 2010, he has
been Group Commercial Director. He has a deep understanding of Sainsbury’s
and over 20 years of experience in retail businesses. Our Chief Executive
succession planning process took place over a number of years. It included a
comprehensive external search facilitated by Egon Zehnder International and
enabled the Board to conclude that Mike was the best possible candidate to
take the Company forward. One of the Board’s key priorities in the year ahead
is to ensure and support a smooth transition from Justin to Mike.
Since I joined the Board as Chairman in November 2009, we have appointed
three new Non-Executive Directors, Matt Brittin, Jean Tomlin and Susan Rice,
who have brought new skills and experience to the Board, as well as adding
to our broad diversity. With Mike’s succession as Chief Executive taking place
after our AGM in July 2014, the Board has concluded that it is important to
maintain Board stability as the Company goes through this important period
of transition.
As a result, although Gary Hughes reaches the ninth anniversary of his
appointment at the 2014 AGM, the Board believes that it is in shareholders’
best interests for him to remain on the Board for another year, until the 2015
AGM. This will also enable Gary to play a key role in the audit tender planned
for later this year. The Board believes that Gary continues to make an
outstanding contribution to the Company, particularly as Audit Committee
Chairman, where his deep understanding of the business and robust
leadership continue to be a source of great strength. The Board has concluded
that Gary continues to be independent in every respect notwithstanding the
time that he has spent on the Board. In the next 12 months we expect to
appoint a Non-Executive Director who will succeed Gary as Audit Committee
Chairman in July 2015.
David Tyler
Chairman
Board evaluation
During the year, a thorough review of your Board’s performance was
completed by Manchester Square Partners, who provide board evaluation and
advisory services and have no other relationship with Sainsbury’s. Our last
external review was completed in January 2011. This was also conducted by
Manchester Square Partners, but by different partners. Since 2011, we have
conducted comprehensive internal reviews which have ensured that we have
continued to build on our strengths, and that we are working effectively. This
year’s review, which is described in detail below, concluded that “the Board
functions extremely well and in line with first class corporate governance with
shared values, open dialogue, strong levels of trust, respect and collaboration,
but also appropriate challenge”. We have identified a forward looking action
plan to build on our strong foundations.
Diversity
One of our strengths continues to be our diversity, which is the result of a
high proportion of women having been appointed on merit throughout the
organisation. We have three women on our Board (30 per cent) and three on
our Operating Board (27 per cent), exceeding the aspirational target of the
Davies Report that 25 per cent of the Board positions at FTSE 100 companies
should be filled by women by 2015. A review of our broad diversity targets is
set out on page 46.
Remuneration
There continues to be a great deal of focus on Directors’ remuneration and
the way it is disclosed. Under Mary Harris’ leadership, the Remuneration
Committee has ensured that there is a direct link between pay and
performance in the areas most valued by our shareholders. Our Directors’
Remuneration Report, including Mary’s annual statement to shareholders,
is set out on pages 55 to 73 and reflects the latest remuneration reporting
regulations. At this year’s AGM, shareholders will have the opportunity to
participate in a binding vote on our forward looking Directors’ Remuneration
Policy, as well as an advisory vote on the remainder of the Directors’
Remuneration Report.
Sainsbury’s has again this year complied with all provisions of the UK
Corporate Governance Code. We believe that our strong governance, culture
and values will continue to hold us in good stead for the future.
David Tyler
Chairman
40
J Sainsbury plc Annual Report and Financial Statements 2014
Compliance
The following sections explain how the Company applies the main
principles of the UK Corporate Governance Code (the ‘Code’). The Board is
committed to strong governance and, during the year, the Company has
complied with all the provisions of the Code.
The role of the Board
The Board is chaired by David Tyler and, at the year-end, there were three
Executive Directors and six Non-Executive Directors. John McAdam is the
Senior Independent Director. The Directors’ biographical details are set out
on page 37.
The Board’s key focus in helping to create long-term sustainable value for
shareholders is on strategic leadership, performance management, investor
relations, risk management, governance and succession planning, each of
which is described below. The Board has a scheduled forward programme of
meetings to ensure that we can allocate sufficient time to each of these key
areas. This enables us to plan Board and Committee meetings appropriately
and use the Board’s time most effectively. There is sufficient flexibility in the
programme for specific items to be added to any particular agenda and this
ensures that the Board can focus on the key matters relating to the business
at the appropriate time.
The Board’s scheduled forward programme includes the following items,
some of which are considered at each meeting, and others are reviewed
periodically throughout the year:
• Annual budget
• Corporate (five-year)
plan
• CEO Report and
trading update
• Financial items
• Preliminary and
Interim results
• Annual Report
• Dividend policy and
recommendations
• Committee reports
• Investor relations
• Strategic items
• Safety reports
(Health & Safety and
Food)
• Customer insights
• HR policy and update
• Pensions
• Project updates
• Treasury and tax
policy
• Governance
• Risk management
• Board evaluation
There are also a number of informal meetings of the Board, which enable all
the Directors to spend more time together and to discuss specific areas of the
business with individual Operating Board members.
Our annual Board evaluation exercise enables us to review whether Board
meetings are structured with a clear focus on the key issues facing the
Company, with a full and open debate before major decisions are taken. We
ensure that all Directors are aware of the key discussions and decisions of
each of the four principal Committees – the Chairman of each Committee
provides a detailed summary to all Directors at the Board meeting following
the relevant Committee meeting. Minutes of Board and Committee meetings
are circulated to Directors shortly after those meetings take place. The Board
has a schedule of formally reserved powers, which it reviews each year, and
receives a number of in-depth presentations during the year.
Strategic leadership
The Board continued to focus on strategic matters during the year. We held a
two-day Strategy Conference in the autumn, which all the Operating Board
Directors attended. This enabled the Board to conduct an in-depth review of
relevant economic factors and their likely impact on customers and the
market, to evaluate key opportunities and threats, consider the five-year
corporate plan and agree the strategic goals for the short-term and longer
term perspectives, and the five areas of focus described on pages 8 to 19.
The Chief Executive and Group HR Director then presented a review of
succession planning, talent and development to the Nomination Committee
which enabled them to review the capability, succession planning and
resourcing necessary to achieve the strategic priorities. The Board receives a
detailed half-year strategy update on progress against the agreed priorities
and then, to complete the cycle in July, agrees the objectives and principal
areas of focus for the next conference. Specific projects are considered at
other meetings during the year as necessary. Our 2014 Board evaluation
exercise concluded that the Board continued to make good progress in driving
the strategic debate during the year.
The Board was fully involved in the decision to acquire full ownership of
Sainsbury’s Bank, announced in May 2013. In-depth reviews were presented
at a number of Board meetings setting out the strategic opportunity, the risks
and the funding options, together with the related regulatory requirements.
In January 2014, we announced the completion of the acquisition. The Board
will receive regular updates on the transition process and the Bank’s strategy.
We expect the Bank to become an increasingly important part of the
value that customers receive from Sainsbury’s and another driver of
customer loyalty.
Performance management
Performance against delivery of the agreed key targets is reviewed at every
meeting with particular reference to the detailed Group management
accounts. The Chief Executive, Group Commercial Director and Chief Financial
Officer comment on the market and current trading at each meeting and
present comparative data and customer insight.
Risk management
The Board reviews the Company’s principal risks on an annual basis, in
addition to receiving regular updates on risk management and internal
controls from the Chairman of the Audit Committee after each Committee
meeting (see page 53 for further details). The Board also receives an annual
update on all matters relating to safety, supported by quarterly updates,
together with updates on other relevant controls and governance. Any
specific issues on these and other matters which might affect the Company’s
reputation are reported to the Board as they occur.
Investor relations
The Board receives an annual independent survey at the Strategy Conference
from Makinson Cowell which reports on the views of major shareholders
and analysts, together with updates at each Board meeting on the Investor
Relations (‘IR’) programme and feedback from major shareholders,
particularly following each major announcement of the Company’s results.
See page 43 for further details.
Division of responsibilities
There is a clear division of responsibilities between the Chairman and the
Chief Executive which is set out in writing and has been approved by the
Board. The Chairman is responsible for leadership of the Board, ensuring its
effectiveness and setting its agenda to enable the Board to fulfil all aspects
of its role. As set out above, we ensure that the Board has sufficient time
to allocate to its key areas of focus throughout the annual cycle of Board
meetings. The Chairman ensures effective communication with shareholders
and that the Board is aware of the views of major shareholders. He facilitates
the contribution of the Non-Executive Directors through a culture of openness
and debate, and ensures constructive relations between Executive and
Non-Executive Directors.
The Chief Executive is responsible for the day-to-day management of the
Company and executing the strategy, once agreed by the Board. He creates
a framework of strategy, values, organisation and objectives to ensure
the successful delivery of results and allocates decision making and
responsibilities accordingly. He takes a leading role, with the Chairman,
in the relationship with all external agencies and in promoting Sainsbury’s.
J Sainsbury plc Annual Report and Financial Statements 2014
41
Directors’ Report
Corporate Governance statement continued
Independence
The Non-Executive Directors bring wide and varied commercial experience to
Board and Committee deliberations. On appointment they confirm that they
will have sufficient time available to be able to discharge their responsibilities
effectively. They are appointed for an initial three-year term, subject to
election by shareholders at the first AGM after their appointment and at each
AGM thereafter, after which their appointment may be extended for further
terms, subject to mutual agreement. All members of the Board, other than
Justin King, will retire by rotation and seek re-election by shareholders at this
year’s AGM in accordance with the Code.
The Chairman satisfied the independence criteria of the Code on his
appointment to the Board in October 2009 and all the Non-Executive Directors
are considered to be independent. Gary Hughes reaches the ninth anniversary
of his appointment at the AGM in July. The Board has concluded that it is in
shareholders’ best interests for him to remain on the Board for another year
until the 2015 AGM in order to maintain Board stability as the Company goes
through the important period of transition from Justin King to Mike Coupe.
This will also enable Gary to play a key role in the audit tender planned for later
this year. The Board believes that Gary, who has been our Audit Committee
Chairman, since his appointment, continues to make an outstanding
contribution to the Company, particularly as Audit Committee Chairman where
his deep understanding of the business and robust leadership continue to be
a source of great strength. The Board has concluded that Gary continues to be
independent in every respect notwithstanding the time that he has spent on
the Board. In the next 12 months we expect to appoint a Non-Executive
Director who will succeed Gary as Audit Committee Chairman in July 2015.
The Board has specifically considered the executive or non-executive roles
that some of the Non-Executive Directors have with companies who may be
in competition with, or suppliers to, Sainsbury’s. The Board is satisfied that
the independence of the Directors who have executive or non-executive roles
with other companies is not compromised and that they all have sufficient
time available to devote to the Company.
Directors’ conflicts of interest
The Companies Act 2006 provides that directors must avoid a situation where
they have, or can have, a direct or indirect interest that conflicts, or possibly
may conflict, with the company’s interests. Directors of public companies may
authorise conflicts and potential conflicts, where appropriate, if a company’s
articles of association permit. The Board has established procedures for the
disclosure by Directors of any such conflicts, and also for the consideration
and authorisation of these conflicts by the Board. In accordance with the Act,
the Board considered and authorised each Director’s reported potential
conflicts of interest during the year. Whenever a Director takes on additional
external responsibilities, the Board considers any potential conflicts that may
arise and whether the Director continues to have sufficient time to fulfil his or
her role as a Director of the Company. The Board will continue to monitor and
review potential conflicts of interest on a regular basis.
In the 2012 and 2013 reports, the Board disclosed that it had considered
a potential conflict for Justin King, whose son, Jordan King, is one of the
country’s top young racing drivers. His success is attracting interest from
potential sponsors. Current sponsors include high net-worth individuals and
companies with established interests in motor sport. Some of the sponsors are
also suppliers to Sainsbury’s. Jordan King arranges his sponsorships through
his company, 42 Racing Ltd. The Board has again satisfied itself that Justin
King has no direct involvement in the trading relationship between Sainsbury’s
and any supplier who may have an interest in 42 Racing Ltd. It remains
satisfied that the governance of all supplier relationships is robust and that
there is therefore no conflict of interest regarding these arrangements.
Information
The Chairman is responsible for ensuring that all Directors are properly briefed
on issues arising at Board meetings and that they have full and timely access
to relevant information. The quality and supply of information provided to the
Board is reviewed as part of the Board evaluation exercise. The conclusion
from this year’s evaluation was that Board processes and documentation are
thorough and comprehensive.
42
J Sainsbury plc Annual Report and Financial Statements 2014
Directors’ induction and development
We have a programme for meeting Directors’ training and development
requirements. Newly appointed Directors who do not have previous public
company experience at Board level are provided with detailed training on
their role and responsibilities. All new Directors participate in a
comprehensive and tailored induction programme including store and depot
visits and meetings with other members of the Board, members of the
Operating Board, senior management and external advisors. The induction
programme includes a full review of corporate responsibility and the
Company’s values and culture. This programme is ongoing for Non-Executive
Directors who often meet members of the management team on an
individual basis to continue to build their knowledge of the Company, or visit
stores, depots and suppliers. Subsequent training is available on an ongoing
basis to meet any particular needs.
Since her appointment to the Board in June 2013 Susan Rice’s induction
programme has included each of the aspects described above, as well as a
number of meetings with Sainsbury’s Bank. Her induction will continue into
2014/15. Jean Tomlin has completed her formal induction programme during
the year and continues to meet with members of the management team and
to participate in other events to build her knowledge of the business.
During the year, the Company Secretary, Tim Fallowfield, has provided
updates to the Board on relevant governance matters, Directors’ duties and
obligations, and new legislation and its impact on the Company. The Audit
Committee regularly considers new accounting developments through
presentations from management and the external auditors. This year this
included updates on the introduction of the Strategic Report, changes to the
UK Corporate Governance Code, including the requirement to sign off the
annual report as fair, balanced and understandable, and the proposed
changes to audit tender and mandatory audit firm rotation rules by the
Competition Commission and the EU respectively. The consultants to the
Remuneration Committee advise the Committee on relevant governance
and trends in remuneration. The Committee received updates on the new
disclosure and voting requirements and the remuneration guidelines issued
by investor representative bodies.
The Board programme includes regular presentations from management and
informal meetings which increase the Non-Executive Directors’ understanding
of the business and the sector. During the year, the Board held a meeting at
our store support centre at Ansty Park, Coventry and received presentations
from members of the clothing and general merchandise teams and the
property division on the key aspects of their areas of the business. In
addition, they met a number of the broader management team during their
visit. Directors have also visited stores and other sites as part of their
continuing engagement with the business.
All Directors have access to the advice and services of the Company Secretary.
He has responsibility for ensuring that Board procedures are followed and for
governance matters. The appointment and removal of the Company Secretary
is one of the matters reserved for the Board. There is an agreed procedure by
which members of the Board may take independent professional advice at the
Company’s expense in the furtherance of their duties.
Board evaluation
This year’s Board Evaluation exercise was conducted by Manchester Square
Partners (‘MSP’), who provide board evaluation and advisory services and who
had no other relationship with Sainsbury’s. The annual evaluation exercise
was last conducted on an external basis in 2011 when MSP also led the
review, although the partners who conducted that exercise are no longer
with MSP.
The 2012 and 2013 reviews were carried out by the Company Secretary. These
internal reviews followed an established process with full and open participation
from all Directors, and considered the progress on the key points identified by
MSP in 2011 and any emerging themes. They therefore provided consistency
and continuity between the two external reviews in 2011 and 2014.
In preparation for the 2014 exercise, the Chairman and Company Secretary
conducted a tender process in June 2013 in order to consider alternative
board evaluation consultancies and the range of services they provide. MSP
emerged as the most suitable supplier to conduct the review. They were
provided with reports and questionnaires from the previous three years’
exercises in order to give more context and provide continuity. It was agreed
that the scope of the review should be broad, including strategy, Board and
management succession, Board culture, balance and diversity, meetings and
processes, investor relations, risk management and Board Committees. Their
questionnaire introduced some new specific areas for Directors’ consideration.
The questionnaire was circulated to all Directors, the Company Secretary, the
Group HR Director and the Group Development Director, each of whom has
significant engagement with the Board or the Committees. This was followed
up in separate discussions with each of the Directors and the other executives
to take their detailed feedback on any emerging themes.
The MSP partners presented the principal conclusions to the Board at a
meeting convened for that purpose and the Board discussed key points and
agreed certain actions.
Some of the key themes that were presented to the Board were as follows:
• The Board functions well and in line with first class corporate governance.
• The Board operates as a team with shared values, open dialogue, strong
levels of trust, respect and collaboration, but also appropriate challenge.
• The Non-Executive Directors are dedicated and committed and were highly
valued by the Executives.
• The strategic debate has moved significantly up the agenda.
• Focus on the core business and operational performance remains high,
with shared Non-Executive/Executive appreciation of the importance of
maintaining that focus.
• Board processes and documentation are thorough and comprehensive.
The Board debated the findings and identified some areas that would remain
on the agenda over the following year, including decision making processes,
Board succession and Chief Executive transition, engagement with broader
management and rising talent, and continued focus on our Digital strategy
and Sainsbury’s Bank. The Board agreed the actions for further consideration
and these have been or are being implemented. For instance, opportunities
for the Board to meet a broader cadre of senior management have
been identified.
As part of the Board Evaluation exercise, the Senior Independent Director
reviewed the Chairman’s performance with the other Directors and
subsequently met him to provide feedback. The Chairman provided feedback
to each Director on their individual contribution to the Board and, with each
of them, considered their development priorities. The Board anticipates that
the 2015 Board Evaluation will be conducted on an internal basis by the
Company Secretary.
Attendance
The following table shows the attendance of Directors at scheduled Board and
Committee meetings. The Board scheduled eight meetings during the year,
including the two-day Strategy Conference, and additional ad hoc meetings
and conference calls were also convened to deal with specific matters which
required attention between scheduled meetings.
Matt Brittin
Mike Coupe
Mary Harris
Gary Hughes
Justin King
John McAdam
Susan Rice
John Rogers
Jean Tomlin
David Tyler
Audit
Committee
4(4)
–
–
4(4)
–
1(1)
3(3)
–
–
–
Board
8(8)
8(8)
8(8)
8(8)
8(8)
8(8)
6(6)
8(8)
8(8)
8(8)
CR&S
Committee
–
–
2(2)
–
2(2)
–
–
2(2)
–
Nomination
Committee
3(3)
–
3(3)
3(3)
–
3(3)
3(3)
–
3(3)
3(3)
Remuneration
Committee
–
–
7(7)
–
–
6(7)
–
7(7)
–
The maximum number of meetings held during the year that each Director could attend is shown in brackets.
John McAdam stepped down from the Audit Committee following the appointment to the Board of Susan Rice.
As referred to above, there were a number of informal meetings during the
year when Directors met individual members of the Operating Board to
receive updates on their specific areas of responsibility. In addition, the
Chairman and Non-Executive Directors met without the Executive Directors
being present, and the Non-Executive Directors also met without the
Executive Directors or the Chairman being present.
Investor relations
The Company is committed to maintaining good communications with
investors. Normal shareholder contact is the responsibility of Justin King, John
Rogers and Mike Scott, Head of Investor Relations. The Chairman is generally
available to shareholders and meets with institutional and other large
investors; the Senior Independent Director is also available as required.
The Company regularly meets with its large investors and institutional
shareholders who, along with sell-side research analysts, are invited to
presentations by the Company immediately after the announcement of the
Company’s interim and full year results. They are also invited to participate in
conference calls following the announcement of the Company’s trading
statements. The content of these presentations and conference calls are
webcast and are posted on the Company’s website (www.j-sainsbury.co.uk/
investor-centre) so as to be available to all investors.
The Board receives feedback at each Board meeting on the views of major
investors and the IR programme. In addition, Makinson Cowell provide
investor relations consultancy services to the Company and provide an
external analysis to the Board at the Strategy Conference on the views of
institutional investors and sell-side analysts. Non-Executive Directors also
receive regular market reports and broker updates from the Company’s
IR department.
Shareholders have the opportunity to meet and question the Board at the
AGM, which this year will be held on 9 July 2014. There will be a display of
various aspects of the Company’s activities and Justin King will make a
business presentation. A detailed explanation of each item of special business
to be considered at the AGM is included with the Notice of Meeting which will
be sent to shareholders at least 20 working days before the meeting. All
resolutions proposed at the AGM will be taken on a poll vote. This follows best
practice guidelines and enables the Company to count all votes, not just those
of shareholders who attend the meeting.
Information on matters of particular interest to investors is set
out on pages 140 to 142 and on the Company’s website
(www.j-sainsbury.co.uk/investor-centre).
J Sainsbury plc Annual Report and Financial Statements 2014
43
Directors’ Report
Corporate Governance statement continued
Board Committees
The Board has delegated certain responsibilities to the Operating Board and
to the Audit, Nomination, Remuneration and Corporate Responsibility and
Sustainability Committees. The terms of reference for each Committee are
available on the website (www.j-sainsbury.co.uk/investor-centre/corporate-
governance).
Operating Board
Day-to-day management of the Group is delegated to the Operating Board,
which is chaired by Justin King. The Operating Board held ten scheduled
meetings during the year and each Director’s responsibilities are set out on
page 39. It has formal terms of reference setting out its key responsibilities.
The Operating Board has delegated certain powers to the Trading Board, the
Investment Board, the Group Safety Committee, the Corporate Responsibility
and Sustainability Steering Group and the Data Governance Committee, each
of which has approved terms of reference setting out its areas of responsibility.
Given that a major breach of information security could have a significant
impact on the business (see page 25), the Operating Board strengthened the
data governance structure in September 2013 and brought together both
information security and data protection governance with clear lines of
accountability. The Data Governance Committee is chaired by Tim Fallowfield
to drive a business-led focus on data security, with five working groups
covering information security, customer data, colleague data, financial
and commercial data, and communications, awareness and training.
Tim Fallowfield provides an update to the Operating Board following each
meeting and reports to the Audit Committee at least twice a year.
Corporate
Responsibility
and Sustainability
Committee
Jean Tomlin
Audit
Committee
Gary Hughes
Nomination
Committee
David Tyler
J Sainsbury plc
Board
David Tyler
Remuneration
Committee
Mary Harris
Group
Safety
Committee
Tim Fallowfield
Operating
Operating Board
Board
Justin King
Justing King
Trading
Board
Mike Coupe
Investment
Board
John Rogers
Corporate
Responsibility
and Sustainability
Steering Group
Justin King
Data
Governance
Committee
Tim Fallowfield
44
J Sainsbury plc Annual Report and Financial Statements 2014
Nomination Committee
Dear Shareholder
Succession and diversity at Board
and senior management levels are
key aspects of our Nomination
Committee agenda.
In my statement on page 40 I have already referred to succession and
diversity at Board and senior management levels, both of which are key
aspects of our Nomination Committee agenda.
The Committee’s priorities over recent years have been:
• to refresh and rotate the Non-Executive Directors on the Board, ensuring
appropriate skills and diverse experience;
• to plan the succession process for the Chief Executive and ensure a smooth
transition;
• to support succession at Operating Board and senior management levels
so that change can be implemented as smoothly as possible; and
• to oversee the Company’s approach to resourcing the needs of the
business, developing our colleagues and recruiting new talent.
This has stood us in good stead over the last year, which has seen the
appointment of Susan Rice as a Non-Executive Director, the planned
succession from Justin King to Mike Coupe as Chief Executive, and the
internal appointment of Jon Rudoe, Paul Mills-Hicks and Peter Griffiths at
Operating Board level, as well as the departures that I have referred to on
page 3. We are well placed to support Mike’s transition as he takes on his
new role in July.
Turning to diversity, I have already commented on our strong representation
of women on the Board and Operating Board. Diversity on a broader basis is
an important feature of the Committee’s agenda and a detailed summary of
the Company’s priorities is set out below.
David Tyler
Chairman
Succession planning/Nomination Committee
The Board takes succession planning for both Board members and senior
management very seriously. All of the Non-Executive Directors are members
of the Nomination Committee which is chaired by David Tyler. Justin King is
not a member of the Committee although he is invited to attend meetings.
As stated above, our Board evaluations consider the balance, skills and diversity
of the Board. They also consider succession planning, reviewing whether it is
working effectively. The evaluation reviews any senior appointment processes
during the year and identifies priorities for the year ahead.
We believe we have good balance and diversity amongst our Non-Executive
Directors with several having deep experience of consumer-facing businesses
and other highly relevant skills partly derived from serving in a range of major
executive and non-executive positions throughout their careers. Each of our
Non-Executive Directors have been recruited following a robust selection
process which has been facilitated by Egon Zehnder International, who
provide search and recruitment services for the Company. The process which
led to the appointments of Jean Tomlin and Susan Rice was described in
detail in the 2013 Annual Report and Financial Statements
Our Non-Executive Directors’ tenure on our Board as at the year-end is as
follows:
Board tenure
Non-Executive
0-1 years
2-3 years
4-5 years
6-7 years
8-9 years
Number
2
2
1
1
1
Percentage
29
29
14
14
14
The above table includes the Chairman. Tenure taken from first AGM appointment.
At the time of the annual Strategy Conference, the Committee reviews
succession plans for the Operating Board, as well as Divisional Director
development, talent management and the graduate programme.
The Committee’s terms of reference are available on the website and set
out the Committee’s responsibilities. The Committee meets on such
occasions as are necessary and in 2013/14 held three formal meetings
and a number of other updates, particularly relating to the process which
led to the appointment of Mike Coupe as Chief Executive. The terms of
reference of the Committee are available on the website at
www.j-sainsbury.co.uk/investor-centre/corporate-governance.
J Sainsbury plc Annual Report and Financial Statements 2014
45
Directors’ Report
Nomination Committee continued
Diversity
Our diversity and inclusion vision is to be ‘the most inclusive retailer’. We will
achieve this aspiration by recruiting, retaining and developing diverse and
talented people and creating an inclusive environment where everyone can
be the best they can be and where diverse views are listened to. This will
enable us to anticipate and accommodate the needs of our diverse
customers, reflecting the communities we serve.
Four Operating Board Sponsors lead our diversity strategy: Roger Burnley
(gender), Helen Buck (race and age), Tim Fallowfield (disability and carers)
and Sarah Warby (sexual orientation). Our Board Sponsors, together with our
Group HR Director, Angie Risley, form our Diversity Steering Group. The Group
leads our strategy, meeting monthly to govern progress. They are also
responsible for updating the Board and Operating Board. Over the last year we
have conducted extensive listening with our colleagues in our business which
has informed our strategy. We have over 150 Diversity Champions who
support the agenda in every part of our organisation.
This year, we were listed in The Times Top 50 Employers for Women. We are
taking active steps to support talented women to develop their careers in
management where, like in many organisations, women are under-
represented. Our Inspiring Women programme gives colleagues confidence
that we support their career aspirations and that gender is no barrier to
fulfilling their potential. The Davies report recommends businesses attain 25
per cent women on boards by 2015. Women already make up 30 per cent of
our Board and 27 per cent of our Operating Board. This compares with an
average of 20.8 per cent women on FTSE 100 boards. A number of our senior
women hold non-executive director positions in other organisations and two
are currently participating in the FTSE 100 Cross-Company Mentoring
Programme. Over 300 of our colleagues have signed up to the Inspiring the
Future campaign, sharing their careers experience with schools and colleges.
Board
Operating Board
Senior executive positions*
Company
Male
70%
73%
68%
45%
Female
30%
27%
32%
55%
* If the definition of senior management were to include individuals appointed as directors of Group subsidiary companies
(including dormant companies, excluding joint venture and pension companies) the percentage of senior management who are
female would reduce to 29 per cent.
We are Champion members of Race for Opportunity. 14 per cent of the
population of England and Wales and 11 per cent of the UK workforce is
from a BAME (Black Asian Ethnic Minority) background. This compares
with 14 per cent of all Sainsbury’s colleagues. We are working to increase
the representation of BAME colleagues at middle manager grades by
encouraging talented colleagues to progress within the business; for example
BAME colleagues are participating in Race for Opportunity’s cross-
organisational mentoring circles.
We aspire to take a leadership approach to disability, commensurate with our
Paralympic commitment to create a legacy of greater inclusion for people
with disabilities. We sit on the Paralympic Legacy Advisory Group and take an
active role in the Government’s Disability Confident campaign. We are Partner
members of the Business Disability Forum. Our ‘You Can’ programme has
attracted over 21,600 people traditionally considered ‘harder to reach’ into
jobs with Sainsbury’s. In January 2014, we held the parliamentary launch of
our Active Kids for All programme, supporting teachers to include disabled
children in physical education and school sport.
We are one of few FTSE 100 companies with a carers policy and have worked
with Carers UK for 15 years. 2013 saw our most successful Carers Week yet as
over 1,000 Sainsbury’s stores across the country hosted events for local
support and community groups. We sponsored the Carers Rights Day Caring
for Someone booklet again this year, and the booklet was made available to
our colleagues as well as to other organisations. We are proud to chair the
Retail Group of the Prime Minister’s Dementia Challenge.
46
J Sainsbury plc Annual Report and Financial Statements 2014
Corporate Responsibility
and Sustainability
Committee
Dear Shareholder,
Our values are fundamental to the
way Sainsbury’s does business, and
underpin the achievement of the
Company’s vision to be the most
trusted retailer, where people love
to work and shop.
Jean Tomlin
Chairman, Corporate Responsibility
and Sustainability Committee
As Chairman of the Board’s Corporate Responsibility and Sustainability
Committee, I oversee the governance across each of our five values of ‘Best
for food and health’, ‘Sourcing with integrity’, ‘Respect for our environment’,
‘Making a positive difference to our community’ and ‘A great place to work’,
as well as the 20x20 Sustainability Plan, which sets out the 20 commitments
for 2020 across the five values.
As part of this, we talk regularly to customers, suppliers, colleagues,
stakeholders and experts, including non-government organisations and the
Government and its agencies. Our annual public review of 20x20 took place
in November, attended by over 180 stakeholders with live debates also hosted
by the Guardian website. Separately, over the year, Justin and I co-hosted a
number of discussions focused on the five values, including an examination
of the way we better connect our stores to the communities they serve.
This year the Committee also looked in depth at ‘Sourcing with integrity’ and
the team’s programme to ensure Sainsbury’s provides customers with quality
products at fair prices, in a way that is better for the farmers, growers,
packers, processors, manufacturers and animals, whilst also minimising the
impact on the environment. Plans for an independent Sainsbury’s sustainable
sourcing standard for all key raw materials, both in the UK and globally, were
also announced in November.
I am pleased to say that the Company’s work across corporate responsibility
has once again been recognised externally. In particular, we were listed in
the 2013 Dow Jones Sustainability Index (‘DJSI’) review for the seventh
consecutive year and highly ranked in the FTSE4Good Index, which we have
been part of since its inception in 2001. Excellent progress in ‘Respect for our
environment’ was recognised by the Company’s highest ever ranking in the
Carbon Disclosure Project and in a number of awards, including the Energy
Awards for successfully reducing water use by 53 per cent across our stores,
and the 2013 Green Economy awards for our progress in our ongoing carbon
reduction programme.
Further updates about the team’s approach are published at
www.j-sainsbury.co.uk/responsibility with quarterly updates also given as
part of the Company’s broader trading statements.
Jean Tomlin
Chairman, Corporate Responsibility and Sustainability
Committee
J Sainsbury plc Annual Report and Financial Statements 2014
47
Directors’ Report
Corporate Responsibility and Sustainability continued
Corporate Responsibility and Sustainability Committee
During the year the Committee was chaired by Jean Tomlin, with Justin King
and Mary Harris as its members. David Tyler attended each meeting. It met
twice during the year. Its terms of reference include approval of the Corporate
Responsibility Report and consideration of the broad Corporate Responsibility
and Sustainability Policy, taking into account the Company’s desired
corporate responsibility positioning and objectives, related costs and benefits,
the overall strategic plan, and relevant external and other factors. These formal
Committee meetings were supported by Corporate Responsibility and
Sustainability (‘CR&S’) strategic meetings that were hosted by Jean Tomlin
and Justin King. Each meeting is based around one of the five values and
key external stakeholders are invited to attend. During the year five such
meetings were held, relating to each of the values, framed within our
20x20 Sustainability Plan which was launched in October 2011.
The Committee is supported by an internal governance structure whereby
members of the Operating Board have responsibility for each of our five
values and sit on the Chief Executive’s CR&S Steering Group, which meets
quarterly and is chaired by Justin King. The members of the Steering Group
are shown below.
Our 20x20 Sustainability Plan
In many ways, the commitments encapsulated in our 20x20 Sustainability
Plan are not new to Sainsbury’s. We have sought throughout our 145-year
history to lead in matters of business responsibility and sustainability.
Examples of our contribution over the past decade include transforming the
markets for fairly traded products and sustainable seafood, improving animal
welfare, supporting British farming, championing community investment and
sponsorship of the British Athletics and the Paralympics.
With our 20x20 Sustainability Plan, we formalise our action against our values,
as well as recognising the new and changing issues which today’s world faces.
In developing the plan, in 2011 we undertook a detailed internal auditing
and materiality process. Since its launch, we have continued to listen to
our customers, suppliers and opinion formers to ensure we have the most
effective agenda, and leverage the knowledge of experts to remain at the
forefront of sustainability.
We are focused on its delivery, whilst also ensuring we continue to engage
and look beyond 2020.
The terms of reference of the Committee are available on the website
(www.j-sainsbury.co.uk/investor-centre/corporate-governance).
Our 20x20 Sustainability Plan update was published in November.
J Sainsbury
plc Board
David Tyler
Chairman
CR&S Steering Group
Established 2001,
meets quarterly
Justin King
Chairman, Chief Executive
CR&S Chairman
Best for food
and health
Sarah Warby
Marketing Director
Sourcing with integrity
Paul Mills-Hicks
Food Commercial
Director
Respect for our
environment
John Rogers
Chief Financial Officer
Making a positive
difference to our
community
Roger Burnley
Retail and Operations Director
A great place to work
Angie Risley
Group HR Director
Corporate
Responsibility and
Sustainability
Committee
Established January 2007
meets twice annually
Jean Tomlin, Chairman
Non-Executive Director
Health
steering
group
Sourcing
steering
group
Climate
change
steering
group
Community
steering
group
A great
place to work
steering
group
48
J Sainsbury plc Annual Report and Financial Statements 2014
Greenhouse gas emissions
We have measured our greenhouse gas (‘GHG’) footprint since 2005 and set
ourselves a challenging target to reduce our emissions by 30 per cent by 2020,
compared with our baseline (and 65 per cent relative to Company growth).
For further information on initiatives to reduce our GHG footprint, please refer to
our 20x20 Sustainability Plan available on our external web pages.
Emission source
Combustion of fuel & operation of facilities
(‘Scope 1’)
Electricity, heat, steam and cooling purchased
for own use (‘Scope 2’)
Total
Intensity measurement (tCO2/’000 sq ft)
GHG emissions (‘tCO2e’)
2013/14
618,427
735,961
1,354,388
61.12
In 2013/14, our emissions reduced by over seven per cent. This is a result of
carbon reduction activities across our operations and in particular our
programme to replace HFC refrigerants in our fridges and freezers with
natural alternatives.
Intensity ratio
In order to express our annual emissions in relation to the growth of our
business, we report an emissions intensity measurement, calculated using
sales area (’000 sq ft). Using this measure, our emissions intensity reduced by
11 per cent in 2013/14.
Methodology
We have reported on all of the emission sources required under the Companies
Act 2006 (Strategic Report and Directors’ Reports) Regulations 2013. We have
calculated and reported our emissions in line with the GHG Protocol Corporate
Accounting and Reporting Standard (revised edition) and emission factors
from UK Government’s GHG Conversion Factors for Company Reporting 2014.
The reporting period is the financial year 2013/14, the same as that covered
by the Annual Report and Financial Statements. The boundaries of the GHG
inventory are defined using the operational control approach. In general, the
emissions reported are the same as those which would be reported based on a
financial central boundary. Due to the short time between financial year-end
and report publication, it was necessary to estimate some gas and electricity
consumption data. Gas and electricity emissions calculations could be subject
to minor change.
J Sainsbury plc Annual Report and Financial Statements 2014
49
Directors’ Report
Audit Committee
Dear Shareholder,
We are satisfied that the business
has maintained robust risk
management and internal controls,
supported by strong overall
governance processes, and that
management have instilled a
strong risk management culture
across the business.
Susan Rice joined the Committee during the year and her wide experience
as a Non-Executive Director and her career in retail banking have extended
the balance of skills and experience of the Committee at a time when the
Company is expanding its interests in financial services with the full
acquisition of Sainsbury’s Bank. We are supported by a strong internal audit
function and an executive management team who have instilled a strong and
positive culture of controls throughout the business over many years. We
believe that our discussions with the management team are open, thorough,
constructive and appropriately challenging. Our external auditors also give
us a high level of confidence in relation to the work they do with respect to
the Company’s financial controls and related risk environment. The most
recent annual Board and Committee evaluation conducted by Manchester
Square Partners confirmed that governance of risk, and the processes that
support this, remain strong and that the Audit Committee continues to
work effectively.
As a Committee, we are keen to ensure that the identification and
management of all significant risks is embedded across all areas of the
business, with continuous and effective oversight coming from the Operating
Board. We regularly review the risk profiles across each part of the business,
the actions being taken and the processes they have in place to manage or
mitigate these risks. In addition, we frequently receive updates on specific
areas of identified risk with the relevant members of the management team.
We are satisfied that the business has maintained robust risk management
and internal controls, supported by strong overall governance processes, and
that management have instilled a strong risk management culture across
the business.
The following pages describe the Committee’s principal activities during the
year and its oversight responsibility towards risk management and internal
controls. One of our key priorities during the year has been to ensure that the
governance of Sainsbury’s Bank continues to be strong following completion
of our full acquisition of the Bank. The Bank has a robust internal operating
structure, with a Non-Executive Chairman and four Independent Non-
Executive Directors on its Board, as well as its own Audit and Risk
Committees. We receive updates on the key agenda items discussed at the
Bank’s Audit Committee and on all important operating and regulatory
matters including its liquidity, cash flows, capital adequacy and risk
management processes. Representatives from the Bank Audit Committee
and the Bank Internal Audit team now attend meetings of the Committee
at least twice a year. We are also very satisfied that there is good alignment
between the Sainsbury’s Internal Audit function and their colleagues within
Sainsbury’s Bank’s Internal Audit team.
50
J Sainsbury plc Annual Report and Financial Statements 2014
Gary Hughes
Chairman, Audit Committee
During the year, the Committee has significantly increased its involvement
with respect to data governance across the organisation, especially given the
increasing number of high profile breaches of information security that have
affected other companies, including some of those in direct competition with
Sainsbury’s. A major breach of information security could have a material and
significant impact on the business and its reputation and therefore the
Committee will continue to receive regular presentations on data governance
throughout the Group going forward. The Company’s Principal Risks and
Uncertainties are set out on pages 24 to 27. We have reviewed these in detail
and are comfortable that the business has addressed them appropriately
within its ongoing operating model and priorities.
In the coming year, the Board has agreed that the Committee should conduct
a tender for the external auditor appointment which will take effect from the
2015/16 financial year. In the meantime the Board is happy to recommend to
shareholders that PricewaterhouseCoopers LLP be reappointed as auditors for
the 2014/15 financial year.
Gary Hughes
Chairman, Audit Committee
Committee membership
The Audit Committee is chaired by Gary Hughes, with Susan Rice and Matt
Brittin as its other members, all of whom are independent Non-Executive
Directors. The Board has determined that Gary Hughes has recent and
relevant financial experience. David Tyler, Justin King, John Rogers, Susannah
Hall (Director of Internal Audit), other senior members of the Finance Division
and the external auditors are invited to attend Committee meetings. Tim
Fallowfield is secretary to the Committee.
The terms of reference for each Committee are available on the website at
www.j-sainsbury.co.uk/investor-centre/corporate-governance.
Activities during the year
During the year, the Committee met on four occasions and the external auditors
and the Director of Internal Audit were given the opportunity after each
meeting to meet with the Committee, without management being present.
The Committee has a calendar of standard items within its remit which
reflects the Company’s reporting cycle:
September
November
March
April
Standard items
Accounting and tax update
PwC performance review
Litigation report
Data governance update
Internal controls framework and fraud update
Risk management update
Sainsbury’s Bank report
Sainsbury’s Bank audit committee overview
Sainsbury’s Bank risk management report
PwC audit plan, audit strategy and fees
Terms of reference update
Annual review and benchmarking of the Finance Division
Non-audit services and fees
Half-year accounting and tax update, including going
concern review
PwC interim review report
Draft Interim Statement
Litigation report
Internal controls framework and fraud update
Sainsbury’s Bank report
Update on PwC management letter
Non-audit services and fees
Accounting and tax update
Litigation report
Data governance update
Internal controls framework and fraud update
Risk management update
Internal audit charter
Principal risks and uncertainties
PwC internal financial controls report
PwC report on auditor independence
Non-audit services and fees
Sainsbury’s Bank report
Sainsbury’s Bank audit committee overview
Sainsbury’s Bank risk management report
Year-end accounting and tax update, including going
concern review
Litigation report
Annual Report and Financial Statements
Non-audit services and fees
PwC year-end report and required communications
External auditors’ appointment
Internal controls framework and fraud update
Sainsbury’s Bank report
Company, dilapidations of properties and land, impairments, promotional
monies and the related accounting, and pensions. In addition, the Committee
regularly reviewed the Company’s funding and liquidity position and has
considered its impact on the Company’s financial and operational capabilities.
The Committee’s detailed review of the year-end position assisted the Board
in making the going concern statement set out on page 75.
During the year the Committee increased its focus on Sainsbury’s Bank risk
management and control processes. To enable the Committee to obtain
assurance, it receives updates on the key agenda items discussed at the
Bank’s Audit Committee and on all important operating and regulatory
matters including its liquidity, cash flows, capital adequacy and risk
management processes. Representatives from the Bank Audit Committee
and the Bank Internal Audit team now attend meetings of the Committee at
least twice a year. During the year, the Committee has significantly increased
its involvement with respect to data governance across the organisation and
has received regular presentations and updates.
At each meeting, the Committee receives a report on the internal controls
framework and the Internal Audit department’s activities. This year, it received
information on major IT projects, data security, business continuity planning
and details of any invocation of the business continuity management team.
The Committee reviews the quarterly results of the store safe and legal audits
to ensure that appropriate standards are being maintained.
The Committee also reviews:
• the effectiveness of the Company’s financial controls and the systems
of internal control by approving the Internal Audit plans twice yearly,
reviewing the findings quarterly and by reviewing the scope of work and
reports of the external auditors. The detailed actions for resolution of any
identified weaknesses are closely monitored by the Committee through to
completion; and
• the management of risk by reviewing the risk assessment process and
corporate and divisional risk maps and registers twice yearly. These form
the basis of the Internal Audit planning process.
Full descriptions of the risk management and internal controls processes are
set out below.
The Company’s ‘whistleblowing’ procedures ensure that arrangements are in
place to enable colleagues and suppliers to raise concerns about possible
improprieties on a confidential basis. All issues raised have been investigated
and appropriate actions taken. Any significant issues are highlighted to the
Audit Committee.
The Company has a fraud policy and a Serious Fraud Committee, which
convenes in the event of serious incidents to oversee case management and
ensure appropriate actions are taken. The Audit Committee receives a fraud
update at each meeting.
Fair, balanced and understandable assessment
One of the new compliance requirements of the Code is for the Board to
confirm that the Annual Report and Financial Statements, taken as a whole,
is fair, balanced and understandable (see page 76). To enable the Board to
make this declaration, a formal process is embedded in the year-end review
to ensure the Committee, and the Board as a whole, has access to all relevant
information and in particular, management’s papers on significant issues faced
by the business. The Committee receives a paper from management detailing
the approach taken in the preparation of the Annual Report and Financial
Statements. The Committee, and all other Board members, also receive drafts
of the Annual Report and Financial Statements in sufficient time to facilitate
their review and enable them to challenge the disclosures where necessary.
In addition, the Group’s external auditors review the consistency between the
narrative reporting of the Annual Report and the Financial Statements.
During the year, the Committee has considered a number of matters under the
general headings above. It monitored the integrity of the financial statements
and any formal announcements relating to the Company’s financial
performance and reviewed any significant financial judgements contained in
them. Within the accounting update it considered provisions made by the
Financial statements and significant issues
An accounting and tax paper is prepared by management and presented to
the Audit Committee four times a year, which provides detail on the main
financial reporting judgements. Specific accounting papers have also been
prepared when considered necessary.
J Sainsbury plc Annual Report and Financial Statements 2014
51
Directors’ Report
Audit Committee continued
Significant financial and reporting issues considered in the year, in no
particular order, were as follows:
The Audit Committee remains satisfied that reasonable judgements have been
made by management and adequate disclosures provided where appropriate.
Significant financial
and reporting issue
Impairment
of financial
and non-
financial
assets
Complex
property
transactions
Pensions
accounting
The
acquisition of
the remaining
50 per cent of
Sainsbury’s
Bank
Items
excluded
from
underlying
results
How the issue has been addressed
As disclosed in note 2, a review for impairment triggers is
performed at each reporting date by considering if any current
or future events suggest the recoverable value of certain
assets may be less than their carrying value. The Committee
reviewed management’s assessment of recoverable value
and relevant judgements made. As a result, a £92 million
impairment has been recognised during the year to write
down the value of certain sites held for development as
disclosed in note 3.
The Committee has reviewed a number of complex
property transactions executed during the year to ensure
that all accounting and tax issues are identified and
appropriately presented in the accounts. This includes
whether amounts recognised reflect the overall substance
of these transactions and in particular that sale and
leaseback transactions are treated correctly. Please refer
to note 3 for property profits recognised in the year.
The Committee reviewed a summary of the key
assumptions used in arriving at a valuation for the defined
benefit pension scheme. There have been two significant
changes in the accounting for the defined benefit pension
scheme in the year; the Group has implemented the
required changes for the revision to IAS 19: Employee
Benefits (‘IAS 19 Revised’) and the defined benefit scheme
has been closed to future accrual.
The Committee has ensured that the required additional
accounting and tax disclosure as a result of both pension
changes has been adequately presented in the financial
statements. See note 2 for disclosure of the impact of
applying the revised standard, note 3 for disclosure of
relevant amounts presented outside of underlying profit
and note 30 for new disclosures implemented as a result of
IAS 19 Revised.
This has required consideration of complex accounting
due to the change from joint venture equity accounting
to a fully consolidated subsidiary. Integration of the Bank
within the Group’s ongoing reporting processes has also
been discussed extensively. The Committee has reviewed
management’s papers on the accounting and consolidation
of Sainsbury’s Bank along with the required disclosures.
The use of judgement has been required when assessing
the fair value of the acquired assets and liabilities of
Sainsbury’s Bank and the Committee is satisfied that
management has used reasonable assumptions in their
assessment of fair value. Refer to note 37 for the required
business combination disclosures.
The Committee is satisfied that the Group’s definition
of items excluded from underlying results remains clear
and further disclosure is included where appropriate. The
definition has been updated this year to present both
defined benefit pension scheme expenses within the
amounts excluded as a result of the closure of the scheme
to future accrual and acquisition adjustments which do
not reflect the Group’s underlying performance. Other
items such as the recovery of historic VAT overpayments
in relation to Nectar have also been included within this
disclosure on the basis that it is a one-off material item not
relating to the Group’s ongoing activities. Please refer to
note 3 for further detail.
Internal Audit
The Committee has regularly reviewed the Internal Audit department’s
resources, budget, work programme, results and management’s
implementation of its recommendations.
The Director of Internal Audit, Susannah Hall, reports to the Committee
Chairman and has direct access to all members of the Committee and the
Chairman. She is given the opportunity after each meeting to meet with the
Committee separately without management being present. She has regular
meetings with all Committee members. The purpose, authority and
responsibility of Internal Audit are defined in the Internal Audit Charter.
The Committee reviews the Charter annually.
External Audit
The Committee reviewed PricewaterhouseCoopers LLP’s (‘PwC’) overall
work plan, and approved their remuneration and terms of engagement.
It considered in detail the results of the audit, PwC’s performance and
independence and the effectiveness of the overall audit process.
Changes made to the Code in 2012 recommended that the external audit is
put out to tender at least every ten years. PwC have been the Company’s
auditors since 1995 and it is more than ten years since the external audit was
tendered. PwC are required to rotate the audit partner responsible for the
Group audit every five years.
Following new proposed regulation regarding audit tendering and audit firm
rotation, the FRC plans to consult on the tendering provision within the Code
in 2016. In late 2013, the UK Competition Commission (‘CC’) proposed a
regime of mandatory audit tendering of FTSE 350 audit appointments at
least every ten years. This was followed by the European Union (‘EU’) who
issued draft legislation proposing mandatory audit firm rotation every 20
years (subject to a tender after ten years). In March 2014, the European
Parliament voted to approve the proposed EU audit legislation, with the time
frame for application likely to be June 2016. Given that the EU legislation
has been voted in, it is expected that the CC will follow and align their rules
with the EU.
Richard Hughes, the current audit partner, was appointed in July 2010 and
is therefore due to rotate following the conclusion of the audit for 2015.
On this basis and in light of regulatory changes referred to above, the
Committee has determined that an external tender should commence after
the AGM for the 2015/16 audit.
Independence
In order to ensure their independence, the Committee has overseen the
Company’s policy which restricts the engagement of PwC in relation to
non-audit services. The majority of the non-audit work undertaken by PwC
during 2013/14 was audit related assurance services such as the interim
review and the provision of accounting advice, which totalled £0.2 million. In
addition, PwC earned fees for other non-audit work of £0.1 million. The audit
fee for the year in respect of the Group, Company and its subsidiaries totalled
£0.9 million. The Committee remains satisfied with PwC’s independence and
their overall challenge to management.
The policy was reviewed during the year and is consistent with the Auditing
Practices Board’s Ethical Standards No. 5 – Non Audit Services. The policy is
designed to ensure that the provision of such services does not have an
impact on the external auditors’ independence and objectivity. It identifies
certain types of engagement that the external auditors shall not undertake,
including internal audit and actuarial services relating to the preparation of
accounting estimates for the financial statements. It also requires that
individual engagements above a certain fee level may only be undertaken
with appropriate authority from the Committee Chairman or the Committee.
52
J Sainsbury plc Annual Report and Financial Statements 2014
Risk management
Accepting that risk is an inherent part of doing business, the risk
management system is designed to identify key risks and to provide
assurance that these risks are fully understood and managed. The
effectiveness of the process is reviewed twice a year by the Audit Committee.
The Board carries out an annual review of the significant risks facing the
business which includes reviewing risk appetite.
The Operating Board maintains an overall corporate risk register which is
reviewed twice yearly by the Audit Committee and formally discussed with
the Board. The risk register contains the significant risks faced by the
business and identifies the potential impact and likelihood at both a gross
level (before consideration of mitigating controls) and net level (after
consideration of mitigating controls). This gives the Board the opportunity to
review the level of risk that the business is prepared to accept. The register
also contains the assurance provided over current key mitigating controls.
Where further actions have been identified to mitigate risks to a level deemed
acceptable, these are agreed with specific timelines for delivery and progress
on implementation of these actions is monitored.
The risk management process is embedded at the Operating Board level and
through the review of the risk registers of each of the operating divisions of
the business:
• the divisional operating management teams are responsible for
managing the risks to their business objectives and for identification and
implementation of internal controls so as to provide reasonable, but not
absolute, assurance that the risks in their areas of responsibility are
appropriately identified, evaluated and managed;
• this divisional risk process is achieved through twice yearly workshops
held by the divisional management and facilitated by Internal Audit.
Each divisional management team produces and maintains a divisional
key risk register. The likelihood and impact of each key risk is evaluated,
management’s risk appetite is discussed and any further actions deemed
necessary to mitigate the risk are identified. In addition, the risks and the
robustness of the mitigating controls are regularly reviewed by divisional
management as part of their normal business activities;
• management certify annually that they are responsible for managing their
business objectives and that the internal controls are such that they provide
reasonable but not absolute assurance that the risks in their areas of
responsibility are appropriately identified, evaluated and managed;
• the Operating Board reviews and challenges the output of the divisional risk
process and then updates the overall corporate risk register as appropriate;
• game-changer and horizon scanning risk workshops are held annually to
focus on external and unknown risks. Key themes and outputs from these
are reviewed by the Operating Board and the potential impact on key risks
is discussed;
• the corporate and divisional risk registers form the basis of the risk-based
plan of Internal Audit for the subsequent half-year period;
• Internal Audit provides independent assurance to management and the
Audit Committee as to the existence and effectiveness of the risk
management process; and
• the Board reviews the risk process and corporate risks in May and approves
the Company’s Principal Risks and Uncertainties (as set out on page 24
to 27).
The policy also recognises that there are some types of work, such as
accounting and tax advice, where a detailed understanding of the Company’s
business is advantageous. The policy is designed to ensure that PwC is only
appointed to provide a non-audit service where it is considered to be the most
suitable supplier of the service. The Committee receives a report at each
meeting on the non-audit services being provided and the cumulative total of
non-audit fees. In the event that cumulative non-audit fees exceed the audit
fee then all subsequent non-audit expenditure must be approved by the
Committee Chairman.
Sainsbury’s Bank
Sainsbury’s Bank is a subsidiary of the Company which has an independent
board which has the responsibility for setting the Bank’s strategy, risk
appetite and annual business plan as well as the day-to-day management of
the business. The Board of the Bank has an independent Chairman and six
Non-Executive Directors, four of whom are considered to be independent,
whilst the other two are appointed by the Company.
The Bank will continue to provide an update on performance to each Audit
Committee and the Chair of the Bank’s Audit Committee and representatives
from the Bank’s Internal Audit team will present to the Audit Committee at
least twice a year. There is alignment between the Sainsbury’s Internal Audit
function and their colleagues within the equivalent Sainsbury’s Bank team.
Grocery Supply Code of Practice
In February 2010, a new Grocery Supply Code of Practice (‘GSCOP’) was
implemented following the recommendation of the Competition
Commission. Each grocery retailer to which it applies had to appoint a Code
Compliance Officer whose duties include hearing disputes between suppliers
and the relevant retailer. Sainsbury’s appointed the Director of Internal Audit
as its Code Compliance Officer.
GSCOP requires that each grocery retailer (to which it applies) delivers an
annual compliance report to the Groceries Code Adjudicator which has been
approved by the Chairman of the Audit Committee. Furthermore, a summary
of the compliance report must be included in our Annual Report and
Financial Statements.
Summary Annual Compliance Report
Sainsbury’s has invested significant time and resource in providing
comprehensive training to all relevant colleagues as required under GSCOP
which is reinforced by online knowledge testing. Sainsbury’s has also
dedicated internal resource to provide all relevant colleagues with day-to-day
advice and guidance. The Trading Division, in consultation with the Legal
Services Team and the Code Compliance Officer, continues to assess the
adequacy of policies and procedures in place to support GSCOP awareness
and compliance.
A small number of alleged breaches of GSCOP have been received in the
reporting period, which were dealt with within the Trading Division using our
standard internal escalation procedure. The resolution of one of these alleged
breaches was facilitated by the Code Compliance Officer.
Risk management and internal controls
The Board has overall responsibility for risk management and the system of
internal controls and for reviewing their effectiveness. Certain of these
responsibilities have been delegated to the Audit Committee as outlined on
pages 51 and 52. The system is designed to manage rather than eliminate
the risk of failure to achieve the Company’s business objectives and can only
provide reasonable and not absolute assurance against material
misstatement or loss.
The risk management process and the system of internal controls have been
in place for the whole year, up to the date of approval of the Annual Report
and Financial Statements, and accord with the Turnbull guidance and the UK
Corporate Governance Code.
The Audit Committee has reviewed the effectiveness of the system of internal
controls and has ensured that any required remedial action on any identified
weaknesses has been, or is being taken.
J Sainsbury plc Annual Report and Financial Statements 2014
53
Directors’ Report
Audit Committee continued
The risk management process is illustrated below:
January/
February
March
May
June
July
August
September
Divisions
Operating Board
Audit Committee
plc Board
Internal Audit
1
Divisional Risk
Workshops
assess key risks
to their business
objectives
2
3
Operating Board
Risk Review
review/challenge
divisional risk
output and update
corporate
risk register as
appropriate
Management
annual certification
that risks in their
areas of responsibility
are identified,
evaluated and
managed
Horizon Scanning
and Game-Changer
Risk Workshops
focus on
external and
unknown risks
Divisional Risk
Workshops
assess key risks
to their business
objectives
4
1
2
4
2
Operating
Board Annual
Risk
Workshop
assess and discuss
key corporate risks
and risk appetite
Operating Board
Risk Review
review/challenge
divisional risk
output and update
corporate risk register
as appropriate
Audit Committee
review corporate
and divisional risks
and sign-off
Principal Risks
and Uncertainties
Internal Audit
risk-based
half-year plan
plc Board
review of risk
process, corporate
risks and sign-off
of Principal Risks
and Uncertainties
Audit
Committee
review corporate
and divisional
risks
Internal Audit
risk-based
half-year plan
1
Output
Divisional risk
maps and registers
2
Output
Corporate risk
map and register
3
Output
Principal Risk and Uncertainties
(reflecting key corporate risks)
4
Output
The risk management process feeds into the
Company strategy, plan and objectives
Internal controls
The system of internal control encompasses all controls, including those
relating to financial reporting processes (including the preparation of the
consolidated Group accounts), operational and compliance controls and those
relating to risk management processes. It also includes the controls over
Sainsbury’s interests in joint ventures.
The Audit Committee assesses the effectiveness of the internal controls
systems on an ongoing basis, enabling a cumulative assessment to be made.
The processes used during the year to support this assessment are as follows:
• discussion and approval by the Board of the Company’s strategy, plans and
objectives, and the risks to achieving them;
• review and approval by the Board of budgets and forecasts, including those
for both revenue and capital expenditure;
• regular reviews by management of the risks to achieving objectives and
mitigating controls and actions;
• regular reviews by management and the Audit Committee of the scope and
results of the work of Internal Audit across the Company and of the
implementation of their recommendations;
• regular reviews by the Audit Committee of the scope and results of the work
of the external auditors and of any significant issues arising;
• regular reviews by the Audit Committee of accounting policies and levels of
delegated authority; and
• regular reviews by the Board and the Audit Committee of material fraudulent
activity and any significant whistleblowing by colleagues or suppliers and
actions being taken to remedy any control weaknesses.
54
J Sainsbury plc Annual Report and Financial Statements 2014
Directors’ Report
Directors’ Remuneration Report
Annual Statement from
the Remuneration
Committee Chairman
Dear Shareholder,
In the current competitive environment
it is vitally important that our remuneration
policy is aligned to our business objectives
and is motivational for our executives to
ensure that we grow the business and deliver
returns to shareholders over the longer term.
During the year we delivered good performance,
despite tough trading conditions. As summarised
on page 56, we have increased retail sales by 2.7
per cent (including VAT, excluding fuel), improved
underlying profit before tax by 5.3 per cent and
maintained our market share at 16.8 per cent.
This performance has been reflected in the level
of payments under our incentive plans.
• Annual bonus – our profit growth over the year
has resulted in a bonus pool of over £80 million,
which was shared by colleagues across the
business. For the Executive Directors the
payments were between 60 and 65 per cent of
the maximum (compared to between 84 and
87 per cent last year).
• Deferred Share Award – following the delivery of
strong financial, strategic and relative
performance during the year, awards were made
at 80 per cent of the maximum (compared to
83 per cent last year).
• Value Builder – in May 2014, the sixth cycle of
Value Builder, in which over 230 managers
participate, will mature at a performance
multiplier of 1.6 times (40 per cent of the
maximum), reflecting our performance over the
previous three years.
The last year was particularly busy for the
Committee. In January, we announced that Justin
King will be stepping down as Chief Executive in
July. The Committee carefully considered Justin’s
leaving terms, together with the remuneration
arrangements for Mike Coupe, who succeeds him.
The details were included in the announcement at
the time and are repeated in the Annual Report on
Remuneration. The agreed departure terms for
Justin ensure that any remaining payments to
him are aligned with the performance of the
Company following his departure.
I am very pleased that Mike will be leading the
Company through its next chapter. Following his
appointment as Chief Executive, his salary will be
£900,000 per annum, reflecting his experience and
knowledge of Sainsbury’s. While the total variable
pay opportunity (as a percentage of base salary)
remains the same as Justin’s, we have rebalanced
this towards the longer-term element of the
package, to align his interests with the long-term
interests of shareholders.
The Committee receives regular updates on the
pay and conditions of colleagues throughout the
Company and our normal approach to pay awards
is for increases to Executive Directors to be in line
with colleagues, unless there are exceptional
circumstances. Following the most recent annual
review we have increased John Rogers’ salary to
£600,000, reflecting his expanding role on the
Board and also in light of the full purchase of the
Bank. He is now responsible for a larger consolidated
Group and he has a particularly important role
with the Bank, being the only Group Director to sit
on the Bank Board. John is a high performing and
well-respected CFO in the marketplace and this
adjustment recognises his growth in the role and
most importantly his increased responsibilities.
During the year, we also undertook a review of our
long-term incentive plan – Future Builder. We
reviewed the plan and the performance targets to
ensure they support our business plan and align
the interests of executives and shareholders.
Following conversations with our shareholders, we
have increased the threshold and maximum Cash
Flow hurdles by £250 million (the range is now
£5,750 million to £6,750 million). The ROCE and
relative sales targets remain unchanged. Prior to
any vesting for this award, the Committee must
also be satisfied that the Company’s underlying
performance over the period justifies the level of
vesting. Further details are set out in the Annual
Report on Remuneration.
Mary Harris
Chairman, Remuneration
Committee
The changes we have made during the year
support the over-arching principles of our
remuneration policy which are to balance reward
with performance, drive the achievement of our
business objectives and encourage sustainable
shareholder value creation.
In addition, to ensure we are being appropriately
advised, we reviewed the remuneration advisers to
the Committee. Following an extensive tender
process, we reappointed Deloitte LLP, who the
Committee believes provides robust, objective,
independent advice.
The Directors’ Remuneration Report, consisting
of this Annual Statement, the Directors’
Remuneration Policy and the Annual Report on
Remuneration, is compliant with the new reporting
requirements. Unfortunately by necessity this has
made the report longer but we hope that you find
the additional information and analysis useful.
To assist shareholders, we have provided overleaf
a summary of our performance, the payments
for 2013/14 and the structure of remuneration
arrangements for 2014/15.
I hope you can see from this report that we
remain committed to being focused on pay for
performance and rewarding the leadership team
in a way which aligns with the experience of
long-term shareholders, while staying true to our
Company values.
Mary Harris
Chairman, Remuneration Committee
J Sainsbury plc Annual Report and Financial Statements 2014
55
Directors’ Report
Directors’ Remuneration Report continued
Summary of remuneration at Sainsbury’s –
focused on pay for performance
How did we perform in 2013/14?
2.7%
Retail sales1
5.3%
UPBT2
0.8%
Outperform IGD
Index by 0.8%3
Like-for-like sales 2013/141
(%)
Retail sales growth 2013/141
(%)
1-year-LFL
0.2
2-year-LFL
3-year-LFL
4-year-LFL
5-year-LFL
2.0
4.1
6.5
11.1
2.7
7.1
1-year
2-year
3-year
4-year
5-year
12.0
17.4
25.3
Underlying profit before tax2,4
(£m)
Retail underlying operating margin4,5
(%)
2009/10
2010/11
2011/12
2012/13
2013/14
610
665
712
758
798
2009/10
2010/11
2011/12
2012/13
2013/14
3.36
3.50
3.54
3.57
3.65
1 Sales including VAT, excluding fuel, excluding Sainsbury’s Bank.
2 Underlying profit before tax: profit before tax before any profit or loss on the disposal of properties, investment property fair value movements,
impairment of goodwill, retailing financing fair value movements, IAS 19 Revised pension financing charge, defined benefit pension scheme
expenses, acquisition adjustments and one-off items that are material and infrequent in nature.
3 IGD Market Track – 51 weeks to 8 March 2014.
4 2012/13 KPIs have been restated to reflect the adoption of IAS 19 Revised.
5 Retail underlying operating margin: underlying profit before tax before underlying net finance costs and underlying share of post-tax results
from joint ventures, divided by retail sales excluding VAT, including fuel.
How much were Executive Directors paid in 2013/14?
Fixed pay
Salary
Benefits
Pension
Performance-related pay
Annual bonus
Deferred Share Award
LTIP/Value Builder
Total pay
Good profit growth and
delivery against customer
and individual objectives
Exceeded targets providing
strong platform for long-term
performance – focus on core
Sainsbury’s values
Good progress on cash
generation and returns generated
in challenging environment
How will pay be structured in 2014/15?
Justin King
£000
Mike Coupe
£000
John Rogers
£000
2013/14
2012/13
2013/14
2012/13
2013/14
2012/13
960
31
288
60% – 65% of max
781
940
32
282
996
587
18
147
318
575
17
144
449
520
18
112
282
510
18
110
390
80% of max
960
975
423
430
374
381
40% of max
925
1,141
516
588
407
357
3,945
4,366
2,009
2,203
1,713
1,766
Fixed pay
2014/15 salary
Mike Coupe: £900,000
John Rogers: £600,000
Annual bonus
Cash bonus
Profit, sales, customer and
personal performance
Deferred Share Award
Shares deferred for two years
Basket of financial and strategic
measures
plus competitive benefits
and pension
CEO: up to 110% of salary
CFO: up to 90% of salary
CEO: up to 110% of salary
CFO: up to 90% of salary
Future Builder
Long-term share incentive
ROCE, Cash Flow and relative sales measured
over three years; 50% of shares retained for a
further one-year holding period
Core award:
CEO: up to 62.5% of salary
CFO: up to 50% of salary
Maximum of 4x core award
Note: Figures for Mike Coupe relate to package on appointment as Chief Executive.
56
J Sainsbury plc Annual Report and Financial Statements 2014
Remuneration principles
Our colleagues are central to the Company’s ongoing success and
the Company’s overall reward strategy supports this. Our objective is
to have a fair, equitable and competitive total reward package that
supports our vision of being the most trusted retailer where people
love to work and shop, encourages colleagues to perform in
ways that deliver great service for customers, drives sales and
provides opportunities for colleagues to share in Sainsbury’s success.
This overall reward strategy is the foundation for the remuneration
policy for senior executives.
The over-arching objectives of the remuneration policy are to ensure
rewards are performance-based and encourage long-term shareholder
value creation. The remuneration policy for senior executives is based
on the following principles:
Linked to business
strategy
Supports
Sainsbury’s values
Drives long-term
growth
Secures high
calibre leaders
Encourages
share ownership
Specifically built around
the five areas of focus
(as described in the
Strategic Report)
Aligned to the Company
values as outlined in our
20x20 Sustainability Plan
Encourages the right
behaviours to deliver
long-term growth
Recruit and retain high
calibre leaders who can
deliver operational
excellence
Enables executives
to become shareholders
in the Company
The Committee takes a rounded approach to pay and considers a variety of
factors when determining, and subsequently implementing, the remuneration
policy for senior executives. It believes it is important to exercise suitable
judgement at all stages during the process to ensure that executive pay
levels appropriately reflect performance and are aligned with the interests
of shareholders.
The Remuneration Committee regularly reviews the overall structure of
remuneration for senior executives to ensure that it continues to evolve and is
aligned to the corporate plan and business goals as well as supporting the
interests of shareholders.
When reviewing or amending remuneration arrangements, the Committee
considers pay practices across the Company, the impact on colleague behaviour,
the cost to the Company, share dilution, stakeholder views (including
shareholders, governance bodies and colleagues), best practice corporate
governance and market competitiveness, particularly within the retail sector.
It also considers the overall performance of the Company within the context
of the retail market and the wider economic environment.
The Directors’ Remuneration Policy and Annual Report of Remuneration provide
further details of our approach to pay. In line with the new regulations, at the
2014 AGM, the Directors’ Remuneration Policy will be subject to a binding vote
and the remainder of the Directors’ Remuneration Report will be subject to an
advisory vote.
J Sainsbury plc Annual Report and Financial Statements 2014
57
Directors’ Report
Directors’ Remuneration Report continued
Directors’ Remuneration Policy
The following sections set out our Directors’ Remuneration Policy (the ‘Policy’). This Policy will be put forward for shareholder approval at the 2014 AGM.
Subject to shareholder approval, the Policy will take effect from the 2014 AGM.
Policy Table for Executive Directors
The table below summarises each element of the remuneration policy for Executive Directors, with further details set out after the table.
Base salary
Purpose and link to strategy
Operation
Opportunity
Performance details
Benefits
Purpose and link to strategy
Operation
Opportunity
Performance details
Pension
Purpose and link to strategy
Operation
Opportunity
Performance details
Annual bonus
Purpose and link to strategy
Operation
Opportunity
Performance details
Core element of remuneration used to attract and retain executives who can deliver our strategic objectives.
Typically reviewed annually in March.
Consideration is given to a number of internal and external factors including business and individual performance, role,
responsibilities, scope, market positioning, inflation and colleague pay increases.
Salary increases (in percentage of salary terms) for Executive Directors will normally be within the range of those for the
wider workforce. There is no maximum salary opportunity.
Where the Committee considers it necessary and appropriate, larger increases may be awarded in individual circumstances
such as:
• A change in scope or responsibility;
• If a new Executive Director is appointed at a lower rate and the salary is realigned over time as the individual gains
experience in the role; or
• Alignment to market level.
Salary levels effective 16 March 2014:
• Justin King £960,000
• Mike Coupe £587,000 increasing to £900,000 on 9 July 2014 on appointment as Chief Executive
• John Rogers £600,000
None
Competitive benefits to assist in attracting and retaining executives.
A range of benefits may be provided including, but not limited to, the provision of company car benefits (or cash equivalent),
private medical cover, life assurance, long-term disability insurance, all-employee share plan participation and colleague
discount.
The Committee keeps the benefits offered, the policies and the levels provided under regular review.
The value of benefits provided will be reasonable in the context of relevant market practice for comparable roles and taking
into account any individual circumstances (e.g. relocation). There is no maximum monetary value.
Participation in any HMRC-approved all-employee share plan is limited to the maximum award levels permitted by the
relevant legislation.
None
Provides an income following retirement and assists colleagues building wealth for their future.
JS Self Invested Pension Plan (SIPP, a defined contribution plan) and/or a cash salary supplement.
Maximum value of up to 30 per cent of salary per annum for existing Executive Directors.
For new hires the nature and value of any pension provided will be, in the Committee’s view, reasonable in the context of
market practice for comparable roles and take account of both the individual’s circumstances and the cost to the Company.
None
Rewards performance on an annual basis against key financial, operational and individual objectives.
Performance measured over one year, bonus payable in cash after the year-end.
Bonus level determined by the Committee after the year-end based on performance against targets.
Measures and targets are reviewed annually.
Maximum opportunity of up to 125 per cent of salary per annum.
The level of payment for threshold performance varies depending on the performance measure, with payouts from zero per cent.
Full vesting requires outperformance of stretch objectives.
Maximum for 2013/14:
• Justin King – 125 per cent of salary
• Mike Coupe – 90 per cent of salary
• John Rogers – 90 per cent of salary
Based on a combination of financial (e.g. profit), operational (e.g. customer, availability) and individual metrics.
A profit gateway must be achieved before any bonus payments can be made.
The detail of the measures, targets and weightings may be varied by the Committee year-on-year based on the Company’s
strategic goals. At least half of any award will be subject to financial measures.
Maximum for 2014/15:
• Mike Coupe* – 110 per cent of salary
• John Rogers – 90 per cent of salary
58
J Sainsbury plc Annual Report and Financial Statements 2014
Deferred Share Award (‘DSA’)
Purpose and link to strategy
Operation
Opportunity
Performance details
Recognises and rewards for delivery of short-term strategic and financial objectives which contribute towards long-term
sustainable growth.
Balance with annual bonus to ensure management remain mindful of long-term consequences of short-term actions.
Awards delivered in shares to provide further alignment with shareholders.
Performance measured over one year, after which award made as conditional shares (or equivalent) deferred for two
financial years.
After the year-end, performance is assessed in the round based on the Committee’s judgement of performance achieved.
Measures and targets are reviewed annually in light of the strategic plan.
Dividends (or equivalents) may accrue on shares during the deferral period.
Maximum opportunity of up to 125 per cent of salary per annum.
No DSA grants are made unless threshold performance levels are reached, with full vesting requiring outperformance of
stretch objectives.
Maximum for 2013/14:
• Justin King – 125 per cent of salary
• Mike Coupe – 90 per cent of salary
• John Rogers – 90 per cent of salary
Basket of metrics covering four categories: financial performance, returns to shareholders, relative performance against
peers and strategic goals.
A profit gateway must be achieved before any awards can be made.
The detail of the measures, targets and weightings may be varied by the Committee year-on-year based on the Company’s
strategic goals. At least half of any award will be based on the delivery of financial performance and returns to shareholders.
Maximum for 2014/15:
• Mike Coupe* – 110 per cent of salary
• John Rogers – 90 per cent of salary
Long-Term Incentive Plan (‘LTIP’) – Future Builder
Purpose and link to strategy
Operation
Opportunity
Performance details
Recognises and rewards for delivery of Company performance and shareholder value over the longer term.
Share-based to provide greater alignment with shareholder interests.
Awards of conditional share awards (or equivalent) with vesting dependent on performance measured over a period of at
least three financial years.
To the extent that targets are met, 50 per cent vests following the end of the performance period and 50 per cent is deferred
for a further year.
The Committee reviews the metrics, targets and weightings prior to each grant to ensure that they remain appropriate.
Recovery provisions apply.
Dividends (or equivalents) may accrue on vested shares.
Maximum award of up to 250 per cent of salary per annum under the rules of the plan in respect of any financial year.
Awards structured as core award (up to 62.5 per cent per annum) with a performance multiplier of up to 4 times.
For performance at threshold levels of performance, up to 25 per cent of maximum under each element may vest. Based on
the current structure this is equivalent to a multiplier of 1 times the core award.
Award levels for 2013/14:
Award levels for 2014/15:
• Justin King – core award of 55 per cent of salary • Mike Coupe* – core award of 62.5 per cent of salary
• Mike Coupe – core award of 50 per cent of salary • John Rogers – core award of 50 per cent of salary
• John Rogers – core award of 50 per cent of salary
Based on Return on Capital Employed (‘ROCE’), cumulative underlying cash flow from retail operations (‘Cash Flow’) and
relative sales performance.
A performance gateway must be achieved before any awards vest.
Weightings for 2014/15 awards:
• ROCE – 50 per cent
• Cash Flow – 30 per cent
• Relative sales – 20 per cent
Prior to granting awards, the Committee will review the performance conditions and may opt to vary the metrics and
weightings to ensure targets and measures remain aligned with the corporate strategy. The Committee would seek to
consult as appropriate with its major shareholders regarding any material changes.
Shareholding Guidelines
Purpose and link to strategy
Operation
Alignment of Executive Directors with shareholders.
Guideline expected to be met within five years of appointment.
Guidelines are: Chief Executive 2.5 times salary, other Executive Directors 1.5 times salary.
*The 2014/15 incentive opportunities for Mike Coupe will take effect from his appointment as Chief Executive on 9 July 2014 and awards will be pro-rated to reflect time in role. Further details are included on page 64.
J Sainsbury plc Annual Report and Financial Statements 2014
59
Treatment of outstanding awards
The Committee may approve payments to satisfy commitments agreed prior
to the approval and implementation of this Policy. This includes previous
incentive awards that are currently outstanding and unvested (e.g. prior year
Deferred Share Award, Value Builder and Future Builder arrangements granted
under the Long-Term Incentive Plan). The structure of these legacy awards is
consistent with the Policy Table but the performance conditions applying
may be different. Further details of outstanding awards are set out in the
Annual Report on Remuneration.
The Committee may also approve payments outside of this Policy, in order to
satisfy any legacy arrangements made to a colleague prior to (and not in
contemplation of) promotion to the Board of Directors.
Consideration of colleague pay and conditions
When considering remuneration arrangements for Executive Directors, the
Committee takes into account, as a matter of course, the pay and conditions
of colleagues throughout the Company.
In particular, the Committee receives regular updates of any major changes
to the pay and benefits of colleagues generally and the Committee takes
into account wider pay issues when determining Executive Directors’
remuneration. When setting Executive Director salary increases the
Committee considers the overall salary increase budget for management
and the increase in rate of pay for hourly-paid colleagues.
The Committee does not formally consult with colleagues on the setting
of the Policy but as a result of the Company’s all-employee share plans,
colleagues are able to become shareholders in the Company and can
comment on the Policy in the same way as other shareholders.
Differences in remuneration policy for all colleagues
Many aspects of the remuneration policy for Executive Directors are
consistent with the reward strategy for other colleagues across the Company.
Below executive level, pay and benefits are scaled to reflect the nature of the
role and based on the levels of pay in comparable roles in the market.
All colleagues, including colleagues at Sainsbury’s Bank, are entitled to base
salary, benefits including pension and annual bonus, subject to eligibility and
relevant performance criteria. Annual bonus plans are operated across the
Company and are aligned under a common set of principles with
performance metrics tailored to different populations.
Senior executives expected to have the greatest influence on Company
performance over time are eligible for participation in long-term incentive
plans. All colleagues have the opportunity to become shareholders in the
Company through our all-employee share plans and, as outlined in our 20x20
Sustainability Plan, our aim by 2020 is to increase the number of colleagues
with shares in our business by 25 per cent.
Participation in a pension plan is offered to all colleagues on a contributory
basis, with the Company contribution varying by grade. Following auto-
enrolment, we now have over 100,000 colleagues in one of our pension plans.
Directors’ Report
Directors’ Remuneration Report continued
Setting performance measures and targets
The Committee believes it is important that the performance conditions
applying to incentive arrangements support the short and long-term
corporate ambitions of the Company. We operate in a dynamic market with
evolving challenges and the Committee reviews the performance measures
and targets each year to ensure that they remain relevant and stretching.
Further details of the performance measures are set out in the Annual Report
on Remuneration.
The performance measures in the annual bonus and Deferred Share Award
are selected as they are the key drivers of business performance. The targets
for the annual bonus and DSA are set with reference to the corporate strategy
and internal budgets as well as the external context (e.g. market forecasts).
This approach seeks to ensure that the threshold and stretch targets are
appropriately challenging.
The Future Builder performance measures focus on longer term growth and
returns to shareholders, and a similar target-setting approach is used. Future
Builder awards are currently linked to the following measures:
ROCE
Cumulative underlying
cash flow from retail
operations
Relative sales
Performance gateway
Reflects the return generated for shareholders and
as such is a critical measure of the quality of our
business activity and the efficiency of capital use
Measures the total flow of cash in and out of the
business as well as providing an assessment of
underlying profitability
This is an important metric used across the retail
sector – outperforming our direct peers on sales
will be a key source of value for our shareholders
and like-for-like sales are the biggest driver for
profitability and returns
Ensures that any payout reflects the underlying
performance of the Company
The Committee may vary or rebalance the weighting of the performance
metrics for future annual bonus, DSA and Future Builder awards, in order to
ensure that they remain aligned with the Company’s strategic objectives.
The Committee may also adjust the calculation of performance measures
and vesting outcomes (for instance for material acquisitions or disposals and
events not foreseen at the time the targets were set) to ensure they remain
a fair reflection of performance over the relevant period.
Preventing rewards for failure
The Remuneration Committee may operate a recovery provision on Future
Builder awards. This feature strengthens the Company’s formal governance in
line with our existing philosophy, and reduces the risk of payments for failure.
The circumstances in which the provision may be invoked have been defined
as follows:
Financial accounts
Actions/conduct of
colleague
Material mis-statement of our financial results
Serious reputational damage
Serious misconduct
Fraud
Should the Committee consider such events to have occurred, it will have
discretion to:
• Reduce the number of shares under an unvested award;
• Cancel an unvested award in full; or
• Impose further conditions on an unvested award.
60
J Sainsbury plc Annual Report and Financial Statements 2014
Potential total remuneration opportunity under our
pay policy
The Committee believes it is important that a significant portion of the
package for Executive Directors is performance-related and delivered in
shares to align their interests with shareholders. The balance between fixed
pay (base salary, pension and benefits) and variable pay (annual bonus,
Deferred Share Award and Future Builder) changes with performance.
The variable proportion of total remuneration increases significantly for
increased levels of performance. At least 60 per cent of the package is
delivered through variable pay at on-target performance and this proportion
increases to at least three-quarters of the package at maximum levels
of performance.
The charts below show the total remuneration potential of the Executive
Directors, in accordance with the remuneration policy, under three
performance scenarios. The details for Mike Coupe relate to the annual policy
for him as Chief Executive, although for 2014/15 his actual rewards will reflect
the time in his current and new role. In line with the regulations, the charts
exclude the effect of share price movements.
Mike Coupe
John Rogers
0
0
0
£
£7,000
£6,000
£5,000
£4,000
£3,000
£2,000
£1,000
£0
£3,303
34%
15%
15%
36%
£1,188
100%
£5,418
42%
18%
18%
22%
£3,500
£3,000
£2,500
£2,000
£1,500
£1,000
£500
£0
0
0
0
£
£1,908
32%
14%
14%
40%
£768
100%
£3,048
39%
18%
18%
25%
Minimum
Mid-point
Maximum
Minimum
Mid-point
Maximum
Future Builder
DSA
Annual bonus
Fixed pay
Fixed pay
Annual bonus
Deferred Share Award
Future Builder
Opportunity
CEO – 110% of salary
CFO – 90% of salary
CEO – 110% of salary
CFO – 90% of salary
CEO – core award of 62.5% of salary
CFO – core award 50% of salary
Minimum
Mid-point
Salary – Mike Coupe £900,000; John Rogers £600,000
Benefits – value in line with 2013/14 actual
Pension – CEO 30% of salary; CFO 25% of salary
50% of maximum
Nil
Maximum
100% of maximum
Nil
Nil
50% of maximum
100% of maximum
Multiplier of 2x
Multiplier of 4x
Our approach to recruitment
The Committee believes it is vital to be able to attract and recruit leaders of the calibre required to deliver our strategic objectives, while remaining mindful of
the cost to the Company. When determining remuneration arrangements for new appointments, the Committee intends to pay no more than it believes is
necessary to secure the required talent. The Committee will seek to align the remuneration package with the approved remuneration policy.
Fixed pay
Salary and benefits (including retirement benefits) would be determined in accordance with the Policy Table above. An alternative
package may also be necessary where an individual fulfils an executive role on an interim basis.
Variable pay
Buy-outs
In certain cases, the initial salary for a new appointment may be set at a lower level, with the intention of increasing the salary over
time as the executive gains experience in the role.
Benefits may need to be tailored based on the individual circumstances (e.g. relocation, housing or travel allowances may be required).
The maximum variable remuneration which may be offered to an executive will be no more than 500 per cent of salary (excluding any
buy-out arrangements). This limit is consistent with the overall maximum set out in the Policy Table.
Within these limits and where appropriate the Committee may tailor the award (e.g. timeframe, form, performance criteria) based on
the commercial circumstances.
Shareholders will be informed of the terms for any such arrangements.
The Committee may need to buy-out remuneration terms forfeited on leaving a previous employer. In such circumstances, the
Committee will seek to ensure any buy-out is of comparable commercial value and capped as appropriate.
The quantum, form and structure of any buy-out arrangement will be determined by the Committee taking into account the terms of
the previous arrangement being forfeited (e.g. form and structure of award, timeframe, performance criteria, likelihood of vesting, etc.).
The buy-out may be structured as an award of cash or shares. However, the Committee will normally have a preference for replacement
awards to be made in the form of shares and to be within the Company’s existing incentive plans.
Where an executive is appointed from either within the Company or following corporate activity/reorganisation (e.g. acquisition of
another company), the normal policy would be to honour any legacy arrangements in line with the original terms and conditions.
On the appointment of a new Chairman or Non-Executive Director, the terms and fees will normally be consistent with the fee policy outlined later in the
Directors’ Remuneration Policy.
J Sainsbury plc Annual Report and Financial Statements 2014
61
Directors’ Report
Directors’ Remuneration Report continued
Service contracts and policy for departing Executive Directors
The Company’s policy is for Executive Directors’ service contracts to be terminable on 12 months’ notice by either party.
Contracts contain non-compete and non-solicit clauses with key suppliers and colleagues. The Company’s normal practice is that Executive Directors may take
up one non-executive role outside the Company, with approval from the Board, subject to the role being in a business that does not compete with the Company
and with consideration of the time commitment. Directors are entitled to retain the fees earned from such appointments.
In the event of early termination without notice, any severance payment would be limited to one-year’s salary and benefits (including pension), payable on a
phased basis and subject to mitigation. Benefits payable may include certain one-off benefits in connection with termination such as legal costs and the costs
of meeting any settlement agreement. There are no specific terms relating to a change of control.
The service contract under which Mike Coupe will be appointed Chief Executive and John Rogers was appointed as Chief Financial Officer follow these
provisions in full, as will contracts for new appointments. The Executive Directors’ service contracts are available for shareholders to view at the Company’s
registered office.
The Committee retains discretion to determine the exact termination terms of any Executive Director, having regard to all the relevant facts and circumstances
available to them at the time. The table below sets out the general position and range of approaches in respect of incentive arrangements. In accordance with
the terms of the relevant incentive plan rules, based on the circumstances of any departure the Committee has discretion to determine how an Executive
Director should be categorised for each element and determine vesting levels accordingly based on the range shown below.
Annual bonus
Deferred Share Award
‘Bad leaver’
(e.g. termination for cause, etc.)
No entitlement following
date notice served.
No entitlement to current year’s
award following date notice served.
Unvested awards will lapse on
notice.
Long-Term Incentive
Plan (i.e. Future Builder
and legacy Value Builder awards)
Unvested awards will lapse on
notice.
‘Good leaver’
(e.g. cessation due to ill-health, injury, etc.)
Bonus may be payable subject to performance. Awards normally pro-rated based
on the period worked during the financial year, with payments usually occurring
following the year-end.
Normally must be employed and not under notice to receive current year’s
award.
Outstanding unvested awards normally do not lapse. Awards may be pro-
rated for the proportion of the deferral period elapsed on cessation, unless the
Committee determines otherwise. Awards may vest following cessation or at
another date.
On death, unvested awards will be released and vest in full.
Unvested awards vest at the normal time subject to performance. Awards
will normally be pro-rated by reference to the proportion of the performance
period that has elapsed since cessation, unless the Committee determines
otherwise.
On death, awards vest early on cessation with performance measured at this
time. Awards are pro-rated by reference to the proportion of the performance
period that has elapsed since cessation.
If the Director leaves in the first six months after the start of the performance
period, the award lapses in full.
All-employee share plans
In line with HMRC rules.
Legacy terms for Justin King and Mike Coupe
Justin King will step down from the Board at the AGM on 9 July 2014. Further details regarding his departure terms are set out on page 70.
Mike Coupe’s legacy service contract continues until 9 July 2014. If Mike Coupe’s current contract is terminated without cause, the maximum payment he would receive
would be equal to one times basic salary for the 12-month notice period plus 50 per cent of basic salary in lieu of all other elements of remuneration, except share plans
(treatment as outlined above). The Company can make phased payments in which case Mike Coupe would be required to mitigate his loss and payments would cease
on him finding alternative employment. Mike Coupe’s contract does not contain any specific provisions relating to change of control.
Detailed share plan provisions
Deferred Share Award, Value Builder and Future Builder awards are subject to the terms of the relevant plan rules under which the award has been granted. The
Committee may adjust or amend awards only in accordance with the provisions of the plan rules. This includes making adjustments to awards to reflect one-off
corporate events, such as a change in the Company’s capital structure. In accordance with the plan rules, awards may be settled in cash rather than shares, where the
Committee considers this appropriate.
On a change of control, Deferred Share Awards would be released or vest in full. Under the LTIP rules approved by shareholders, Value/Future Builder awards may vest
taking account of relevant factors including progress against the relevant performance conditions. Awards will be pro-rated as set out below or, alternatively, Value/
Future Builder awards may be rolled-over into awards in the new entity.
Timing of event
12 months or less from the annual date of grant
More than 12 months but 24 months or less from the annual date of grant
Over 24 months from the annual date of grant
Pro-rating
Reduced to 33.3%
Reduced to 66.6%
No reduction
62
J Sainsbury plc Annual Report and Financial Statements 2014
In the event of a demerger or other significant distribution, Deferred Share
Awards or Value/Future Builder awards may be allowed to vest wholly or in part if
it is considered that a demerger or significant distribution event would affect the
value of the award.
Winding up, administration or a voluntary arrangement event would result in
Deferred Share Awards being released or vesting in full and Value/Future Builder
awards would vest subject to achievement of the relevant performance
conditions on the same time pro-rated basis as above.
In similar corporate events, awards under HMRC approved all-employee plans
would vest in accordance with the standard approved terms.
The Committee may make minor amendments to the remuneration policy to aid
its operation or implementation without seeking shareholder approvals (e.g. for
regulatory, exchange control, tax or administrative purposes or to take account
of a change in legislation) provided that any such change is not to the material
advantage of colleagues.
Opportunity
Remuneration policy for the Chairman and
Non-Executive Directors
The remuneration of the Chairman is determined by the Remuneration
Committee and the remuneration of the Non-Executive Directors by the
Chairman and Executive Directors. The Chairman and Non-Executive Directors
receive fees and are eligible for certain benefits. They are not entitled to any
performance-related pay or pension.
The Chairman and Non-Executive Directors do not have service contracts.
The Company’s policy is to appoint the Chairman and Non-Executive
Directors for an initial three-year period, which may be extended for further
terms by mutual consent. The initial appointments and any subsequent
reappointments are subject to annual election or re-election by shareholders.
Non-Executive Directors’ appointments may be terminated at any time by
serving three months’ written notice by either party; six months’ in the case
of the Chairman. The Non-Executive Directors’ letters of appointment are
available for shareholders to view at the Company’s registered office.
Non-Executive Director remuneration policy
Approach
to setting
remuneration
The fees for Non-Executive Directors are set at a level
which is considered appropriate to attract individuals
with the necessary experience and ability to oversee the
business. Fees may be paid in cash or shares.
Typically reviewed annually in September.
Judgement is used but consideration is given to a number
of internal and external factors including responsibilities,
market positioning, inflation and colleague pay increases.
Where appropriate benefits may be provided such as
private medical cover, annual medical assessment and
colleague discount.
Travel and other reasonable expenses (including any
associated taxes) incurred in the course of performing
their duties are reimbursed to Non-Executive Directors.
Fee opportunity reflects responsibility and time
commitment.
Additional fees are paid for further responsibilities such
as chairmanship of committees.
The value of benefits provided will be reasonable in
the market context and take account of the individual
circumstances and benefits provided in comparable roles.
Fees as at 16 March 2014:
• Chairman £490,000 per annum
• Base fee £62,500 per annum
• Senior Independent Director, Chairman of
Remuneration and Audit Committees additional
fees of £17,500 per annum
• Chairman of Corporate Responsibility and
Sustainability Committee additional fees of £12,500
per annum
Consideration of shareholder views
The Remuneration Committee values the views of the Company’s
shareholders and guidance from shareholder representative bodies.
Shareholder feedback received in relation to the AGM each year, as well as
any additional feedback received during the year, is considered as part of the
Company’s annual remuneration review.
As part of the Committee’s commitment to positive and transparent
shareholder relations, during the year the Committee consulted with its
major shareholders in relation to the Future Builder targets for the 2014
awards. Further details of the 2014 awards are set out in the Annual Report
on Remuneration.
J Sainsbury plc Annual Report and Financial Statements 2014
63
Directors’ Report
Directors’ Remuneration Report continued
Annual Report on Remuneration
Single total figure of remuneration for Executive Directors (audited information)
The table below shows a single remuneration figure for all qualifying services for the 52 weeks to 15 March 2014, together with comparative figures for the
52 weeks to 16 March 2013.
Base salary
Benefits
Pension
Total fixed pay
Annual bonus
Deferred Share Award
Long-Term Incentive Plan
Total
Notes
Justin King7
£000
Mike Coupe7
£000
John Rogers
£000
1
2
3
4
5
6
2013/14
960
31
288
1,279
781
960
925
3,945
2012/13
940
32
282
1,254
996
975
1,141
4,366
2013/14
587
18
147
752
318
423
516
2,009
2012/13
575
17
144
736
449
430
588
2,203
2013/14
520
18
112
650
282
374
407
1,713
2012/13
510
18
110
638
390
381
357
1,766
1 Paid in relation to the year.
2 Benefits include a combination of cash and non-cash benefits, valued at the taxable value. Justin King received non-cash benefits which include company car benefits and private medical cover. Benefits for John Rogers and
Mike Coupe include cash car allowance and private medical cover. The largest contributor to the benefits value is the company car provision: £27,856 for Justin King and £15,250 for Mike Coupe and John Rogers. Also
included is a value for Sharesave options based on a 20 per cent discount on the savings in the year.
3 Paid in relation to the year; relates to cash supplements and for John Rogers also includes the Company contribution to a defined contribution plan. The figures in the case of John Rogers do not include deductions made
from base salary for Saving Money and Reducing Tax (‘SMART’) pensions.
4 Annual bonus relates to performance during the financial year, paid in May following the relevant year-end.
5 The Deferred Share Award relates to performance during the financial year, shares are granted in May following the relevant year-end and vest after a two-year deferral period.
6 The Long-Term Incentive Plan value relates to the Value Builder award vesting in May following the end of the relevant financial year, which is the third year of the performance period. 50 per cent of the shares are released in
May after the end of the relevant performance period and the balance one year later. The figures include accrued dividends over the performance period. The 2012/13 awards are based on the share price on initial vesting of
£3.7450. The 2013/14 awards are based on the average share price over the fourth quarter for 2013/14 of £3.4948.
7 The Executive Directors are entitled to retain the fees earned from non-executive appointments outside the Company. Justin King was appointed a Non-Executive Director of Staples, Inc. on 17 September 2007. He received
US$75,000 for his services during 2013/14 (2012/13: $75,000). During the year 13,715 (2012/13: 11,372) of restricted Staples stock was released to Justin King and a further award over 15,412 shares was granted (2012/13:
13,715 restricted shares awarded). Justin King was also a Director of The London Organising Committee of the Olympic Games and Paralympic Games Limited and a member of the London Organising Committee of the
Olympic and Paralympic Games until 30 May 2013. Justin King received £2,000 (2012/13: £8,000) during the year for his services which, after deductions for National Insurance, was donated directly to charity. Mike Coupe
was appointed a Non-Executive Director of Greene King plc on 26 July 2011 and received £43,762 (2012/13: £43,000) for his services.
The following section provides details for each element of the package during
2013/14 as well as details of the Committee’s intended approach in respect
of 2014/15.
Base salary
Appointment of Mike Coupe as Chief Executive
Mike Coupe will be appointed as Chief Executive following the AGM on
9 July 2014. As detailed at the time of the announcement, his package
will consist of:
• Salary of £900,000 per annum;
• Maximum annual bonus opportunity of 110 per cent of salary;
• Maximum Deferred Share Award of 110 per cent of salary;
• Future Builder core award of 62.5 per cent of salary (maximum potential
250 per cent of salary);
• Payment in lieu of pension of 30 per cent of salary; and
• Benefits in line with the Company’s policy.
The Committee considered Mike’s package in light of the role, the individual
and market positioning. The salary set reflects Mike’s significant retail
experience, knowledge of Sainsbury’s and his proven track record, including
seven years as an Executive Director. The Committee also determined that,
while the overall level of variable incentive opportunity for the Chief Executive
role should remain unchanged, it should be rebalanced towards the
long-term award (Future Builder). For 2014/15, Mike’s incentive awards will
be pro-rated reflecting the time in each role.
As detailed in the Directors’ Remuneration Policy, Mike Coupe’s contractual
terms have also been aligned with current best practice.
64
J Sainsbury plc Annual Report and Financial Statements 2014
Justin King
Mike Coupe
John Rogers
*On 9 July 2014, salary will be set at £900,000.
Salary effective
from
17 March 2013
£960,000
£587,000
£520,000
Salary effective
from
16 March 2014
£960,000
£587,000*
£600,000
In line with the policy, the Committee takes account of a number of factors
when considering salaries, with particular focus on the general level of salary
increases awarded throughout the Company. The salary review for
management and non-management central colleagues in March 2014
was 2.0 per cent and for hourly-paid retail colleagues in September 2013
was 2.6 per cent. External pay data is provided to the Committee for
reference, relating to the UK retail market and similar-sized companies in
terms of sales revenue and market capitalisation, but the Committee applies
judgement when considering market data.
No adjustment was made to Justin King’s salary at the start of the 2014/15
financial year. Mike Coupe’s salary will also remain the same until 9 July
when he is appointed Chief Executive. At the start of the financial year, the
Committee reviewed John Roger’s salary in light of his performance and
expanded role, and increased his salary to £600,000. Following the full
purchase of Sainsbury’s Bank, John is now responsible for a larger
consolidated Group and he has a particularly important role with the Bank,
being the only Group Director to sit on the Bank Board. John is a high
performing and well-respected CFO in the marketplace and this adjustment
recognises his growth in the role and most importantly his increased
responsibilities.
A similar approach was taken to setting pay for 2013/14, details of which
were set out in last year’s report.
Pension
In lieu of pension plan participation, Justin King receives a pension
supplement of 30 per cent of salary and Mike Coupe receives a pension
supplement of 25 per cent of salary (increasing to 30 per cent on
appointment as Chief Executive).
In 2013/14, John Rogers participated in the JS Self Invested Pension Plan
(‘SIPP’), a defined contribution arrangement which is open to all senior
management. In return for contributing 5 per cent of his salary, the Company
contributed 12.5 per cent of his salary up to an internal earnings cap
(£141,000 for 2013/14). He received a cash pension supplement of 25 per
cent of the pensionable salary he was paid in excess of the earnings cap. For
2014/15, he will no longer participate in the SIPP and will receive 25 per cent
of salary as a cash pension supplement.
Benefits
For 2013/14 and 2014/15, benefits for Executive Directors include the
provision of company car benefits, private medical cover, long-term disability
insurance, life assurance and colleague discount.
Performance-related pay
The Committee believes it is important that for Executive Directors
a significant portion of the package is performance-related and the
performance conditions applying to incentive arrangements support the
delivery of the Company’s strategy and the long-term sustainable success
of the Company. The Committee considers performance against a range of
metrics to ensure that the assessment is rounded, taking into account both
qualitative and quantitative factors.
The table below outlines each of the performance measures used in our
performance-related pay arrangements and how they support our business
strategy as outlined in the Strategic Review, being the five areas of focus,
operational excellence, our values and our customers.
Five areas
of focus
Operational
excellence
Our values
Our customers
Annual bonus
Profit
Sales
Customer
Individual performance
DSA
Financial performance
Returns to shareholders
Relative performance
Strategic goals
Future Builder
ROCE
Cash Flow
Relative sales
The Board is of the opinion that the performance targets for the annual bonus
and Deferred Share Award are commercially sensitive as we operate in a
highly competitive, consumer-facing sector. The disclosure of targets would
provide competitors, even after the end of the performance period, with
insights into the Company’s strategic aims, budgeting and growth
projections. Therefore, a full breakdown of the targets for the 2013/14 and
2014/15 awards has not been provided. However, in the following sections,
the Committee has looked to provide expanded disclosure where possible so
that shareholders can understand the basis for payments.
Annual bonus
2014/15 policy
All bonus plans across the Company are aligned under a set of common
principles. The Board and management plans are based on profit, sales
growth, customer-focused measures and an element for individual
performance. Bonus awards are weighted to the achievement of profit, at
least 50 per cent under the current structure, and profit also acts as the
overall ‘gateway’ measure for the plan, reflecting the emphasis on profit.
The annual bonus is paid in cash after the year-end.
The profit and sales targets are set against the Company’s expected
performance and are subject to a rigorous process of challenge before the
proposals are considered by the Board. For 2014/15, the targets have been set
such that stretching performance in excess of internal and external forecasts
is required for maximum payout. The customer-focused measures are based
on product availability and a customer service measure.
Individual performance objectives are set annually for each Executive Director
and are reviewed by the Committee. These objectives cover a variety of
financial and operational targets that contribute to the achievement of
longer-term strategic goals; some of these objectives relate, either directly or
indirectly, to the Company’s values.
The maximum annual bonus opportunity for the new Chief Executive will
be 110 per cent of base salary which will take effect from the date of his
appointment to the role. The maximum opportunity for the Chief Financial
Officer remains unchanged at 90 per cent of base salary. Justin King will not
participate in this plan in 2014/15.
2013/14 annual bonus payment (audited information)
The performance measures for 2013/14 were the same as outlined above
for 2014/15. The Committee assessed performance against the targets
following the end of the financial year. The Committee considers that
the detail of targets applying to the annual bonus for 2013/14 continue
to be commercially sensitive. However, an explanation of the outcome,
including the positioning against the performance scale for each element
is shown below:
Above target
Target
Threshold
Below threshold
Profit
Sales
•
•
Customer-
focused
Individual
performance
•
•
During the year, the Company achieved good year-on-year profit growth
resulting in an underlying profit before tax of £798 million. However, this
performance was not sufficient to trigger vesting at the upper-end of the scale
due to the highly demanding targets which were set at the start of the year.
The profit element represents around 50 per cent of the total award and
therefore this has a noticeable impact on the overall level of vesting.
In addition, despite growing retail sales (including VAT, excluding fuel) by
2.7 per cent and maintaining market share, we were unable to meet our
threshold sales target. The customer element is made up of a product
availability measure (which is measured across all stores on a regular basis
by an independent third party, conducting random and unannounced store
visits) and a customer service measure (based on how well the store support
centres support customers and stores), both of which were achieved in full,
reflecting our strong performance in this area.
The Committee also carefully reviewed the performance of the Executive
Directors against the objectives that were set at the start of the year. These
objectives include the Executive Directors’ contribution to the Company’s
strategy as members of the Board and specific goals related to their core
areas of responsibility.
J Sainsbury plc Annual Report and Financial Statements 2014
65
Directors’ Report
Directors’ Remuneration Report continued
Based on the above performance outcomes, the table below sets out the
Executive Directors’ bonus payments for 2013/14, which are payable in cash
in May 2014. These are the figures included in the annual bonus row in the
single total figure table.
Annual bonus for 2013/14
Value
£000
781
318
282
Per cent of
salary
81%
54%
54%
Per cent of
maximum
65%
60%
60%
Maximum
per cent
of salary
125%
90%
90%
Justin King
Mike Coupe
John Rogers
The 2013/14 annual bonus for store colleagues was based on corporate sales,
product availability and customer service targets measured in their individual
stores. This has resulted in a bonus pool of over £80 million which will be
shared by colleagues.
Deferred Share Award
2014/15 policy
The Deferred Share Award (‘DSA’) is used to drive performance against a
diverse range of business-critical financial and strategic scorecard measures
and rewards Executive Directors for achieving the short-term objectives that
will directly lead to building the sustainable, long-term growth of the
Company. These awards are made in shares to ensure further alignment of
Executive Directors’ interests with shareholders.
The DSA covers broadly the top 45 managers in the Company, including
Executive Directors. Performance is assessed in the round based on the
Committee’s judgement of performance achieved against a number of
measures within four broad categories. The categories and examples of the
measures that will be reviewed for 2014/15 are set out below.
Financial performance
Returns to shareholders
Relative performance against peers Market share
Strategic goals
Profit, earnings per share
Total shareholder return, dividend yield
Five areas of focus, corporate
responsibility
As outlined in the Policy Table, at least 50 per cent of the award will be
based on the delivery of financial performance and returns to shareholders.
In addition, no shares will be awarded unless the profit gateway target
(as applied to the annual bonus) is achieved.
Performance is assessed over one financial year, but any shares awarded are
deferred for a further two financial years. The shares are subject to forfeiture
if the participant resigns or is dismissed for cause prior to their release date.
Dividends accrue during the deferral period on the shares that vest in the form
of additional shares.
The maximum DSA award opportunity for the new Chief Executive will be
110 per cent of base salary, which will take effect from the date of his
appointment to the role. The maximum opportunity for the Chief Financial
Officer remains unchanged at 90 per cent of base salary. Justin King will not
participate in this plan in 2014/15.
2013/14 Deferred Share Award (audited information)
Following the year-end, the Committee conducted a rigorous assessment
of performance. Consistent with the underlying principles of the DSA, the
Committee assessed achievements in the round and also considered the
manner in which these performance goals had been delivered, in particular
how the overall performance of the Company had contributed to its future,
sustainable growth and success.
66
J Sainsbury plc Annual Report and Financial Statements 2014
The Company performed well in challenging market circumstances in
2013/14 and this flowed through to the measures that determine awards
under the DSA. The Committee agreed that for 2013/14 awards would be
made at 80 per cent of the maximum level (see table below). These are the
figures set out in the DSA row of the single total figure table. The share award
is made in May 2014 and the shares vest in March 2016 subject to continued
employment.
Deferred Share Award for 2013/14
Value
£000
960
423
374
Per cent of
salary
100%
72%
72%
Per cent of
maximum
80%
80%
80%
Maximum
per cent
of salary
125%
90%
90%
Justin King
Mike Coupe
John Rogers
Although some of the specific measures and targets are commercially
sensitive, the table opposite presents a selection of performance highlights
which the Committee took into account within each of the four categories.
Long-term incentives
2014/15 policy
The long-term incentive vehicle in use at Sainsbury’s is known as Future
Builder. This arrangement was introduced in 2012 following the amendment
to the performance conditions. Awards are made under the shareholder
approved 2006 Long-Term Incentive Plan and the overall maximum award
permitted by the rules of the plan is 250 per cent of salary including the
performance multiplier.
Around 230 senior managers participate in this arrangement. A core award of
shares is granted, calculated as a percentage of salary and scaled according
to level of seniority. Vesting of the core award is dependent upon
performance against specific measures (common for all participants) tested
at the end of a three-year performance period. The core award can grow by
up to four times at stretch levels of performance. Half of any vested shares are
released at the end of the performance period, while the remaining half are
released after a further year. Dividends accrue between grant and vesting on
the shares that vest, in the form of additional shares.
As outlined in the Policy Table, Future Builder measures performance against
ROCE, Cash Flow and relative sales.
The targets and weightings for the 2014 awards are set out below:
Measure
Return on capital employed (‘ROCE’)
Cumulative underlying cash flow
from retail operations (‘Cash Flow’)
Relative sales v IGD Index
Weighting
50%
30%
20%
Threshold
target
(1.0x core
award)
10.75%
£5,750m
Maximum
target
(4.0x core
award)
12.00%
£6,750m
Match
Index
Index
+1.0% p.a.
In addition, a performance gateway must be achieved before any element
under the ROCE, Cash Flow or relative sales elements can vest. The
Remuneration Committee must be satisfied that the Company’s underlying
performance over the period justifies the level of vesting. Vesting will be
reduced if the vesting outcome is not considered to be justified. At vesting,
when making this judgement the Committee has scope to consider such
factors as it deems relevant. The Committee believes that having a gateway
is an important feature of the plan and mitigates the risk of unwarranted
vesting outcomes.
2013/14 Deferred Share Award performance
Financial performance
Overall we have performed well...
Returns to shareholders
We have maintained a good level of
returns to shareholders...
Relative performance against peers
We have outperformed the market
(as measured by IGD)...
5.3%
Underlying
PBT £798 million
19bps
ROCE 11.3%
0.8%
Outperformed the IGD Index by
0.8 per cent (source: IGD Market
Track – 51 weeks to 8 March 2014)
8bps
Retail underlying
operating margin 3.65%
3.6%
Proposed full year
dividend 17.3 pence,
with dividend cover
1.90x underlying earnings
6.5%
Underlying basic
EPS 32.8 pence
three and five year period.
• TSR was above assessed over a one,
• Dividend yield and price/earnings ratio
remain strong.
(as measured by Kantar).
• Maintained market share at 16.8%
• Retail Industry Awards 2013 –
Supermarket of the Year (sixth time in
eight years) and Convenience Retailer
of the Year (fourth year running).
Strategic goals
Great food
• Our own-brand goods are growing at over twice
the rate of branded goods and account for over
50 per cent of food sales.
• Our re-launched by Sainsbury’s range now
has over 7,000 lines and is driving own-brand
penetration, with 97 per cent of customers
buying by Sainsbury’s products.
• We remain the most trusted food retailer of the
‘Big Four’.
Compelling general merchandise and clothing
• Non-food sales are increasing at over twice the rate
of food.
• The re-launch of our Tu clothing brand in autumn
2013 represented the single biggest investment in
our clothing business since 2004. The range is now
merchandised in more than 400 stores.
• Annual turnover in general merchandise is over
£1 billion and continues to grow.
Complementary channels and services
• We opened 91 convenience stores last year
and delivered sales growth of around 19 per
cent year-on-year with annual turnover of
over £1.8 billion.
• We were named Online Retailer of the Year
for the second consecutive year at the
Grocer Gold Awards and reached £1 billion
in online annual sales.
• We acquired the remaining 50 per cent
shareholding of Sainsbury’s Bank from
Lloyds Banking Group.
Developing new business
• Mobile by Sainsbury’s is still in its first year of
business and we continue to test the dynamic
market in which it operates.
• I2C marked its first full year of operation.
I2C manages multi-media campaigns to
Sainsbury’s customers through a unique range
of cross-channel tools.
• In its first year of trading, eBooks by
Sainsbury’s was the first to offer free ebooks
for those buying the physical version.
Growing space and creating property value
• The market value of our property portfolio is now
£12.0 billion.
Corporate responsibility
• First major supermarket to introduce the
Department of Health’s nutritional labelling.
• This year we opened 13 new supermarkets,
91 convenience stores and extended six
supermarkets, a total of one million sq ft of
additional space.
• To reduce our operational carbon emissions by
30 per cent, we have started to build highly
sustainable, low carbon stores.
• All operational waste put to positive use,
avoiding landfill.
• We have raised over £40 million for good
causes this year and since 2005 have
donated £136 million worth of Active Kids
equipment and experiences.
J Sainsbury plc Annual Report and Financial Statements 2014
67
Directors’ Report
Directors’ Remuneration Report continued
During the year, the Committee reviewed the performance targets to ensure
they remained aligned with the business plan. For 2014/15, the Committee,
after consulting with shareholders, has increased the threshold and
maximum Cash Flow targets by £250 million from £5,500 million –
£6,500 million to £5,750 million – £6,750 million. The ROCE and relative
sales targets remain unchanged.
As Chief Executive, in 2014 Mike Coupe will receive a total core award of 62.5
per cent of salary (maximum 250 per cent of salary). This will comprise a core
award of 50 per cent of salary in May 2014 in relation to his role as Group
Commercial Director and, as previously announced, after he is appointed
Chief Executive, he will receive an additional award, bringing the overall award
to 62.5 per cent of his average salary for 2014/15. John Rogers will receive a
core award of 50 per cent of salary in May 2014.
Future Builder performance measures
ROCE
ROCE is based on the underlying operating profit for the whole business, with
Sainsbury’s Bank fully consolidated, including the underlying share of post-tax
profit from joint ventures. The capital employed figure excludes the impact of
movements in the IAS 19 pension deficit.
Cumulative underlying cash flow from retail operations
The cumulative underlying cash flow is based on the reported cash flow
generated from core retail operations over the performance period after
adding back net rent and cash pension costs. Only core retail operations are
included in recognition of the differences in cash generation between the
retail business and Sainsbury’s Bank.
Relative sales
Relative sales performance is measured using the IGD Index (IGD Market
Track). The Index measures growth in like-for-like sales (excluding fuel) across
the market based on the performance of all of the Company’s key competitors.
This is an independently audited index of sales efficiency, which is viewed as
a robust reference point for performance across the food retail sector.
2014 vesting (audited information)
Until 2012, long-term incentive awards were known as Value Builder awards.
The structure of the plan is the same as Future Builder but different
performance conditions applied. The Long-Term Incentive Plan figures in the
single total figure table relates to the sixth cycle of Value Builder which was
made in 2011 and vests in May 2014, based on performance over 2011/12 to
2013/14. The performance conditions applying to the award vesting in May
2014 are set out in the ‘Performance conditions attached to outstanding
long-term incentives awards’ table.
When assessing ROCE and cash flow per share (‘CFPS’) performance for the
purposes of the plan, adjustments were made to take into account additional
investment, returns and one-off events not envisaged at the time the targets
were set. The Committee determined an adjusted ROCE of 13.0 per cent and
CFPS of 8.2 per cent, resulting in a vesting multiplier of 1.6 times, which the
Committee believes is a true and fair reflection of performance. This
represents 40 per cent of the maximum award opportunity.
One half of the award becomes exercisable in May 2014, with the remaining
portion exercisable in May 2015.
Performance conditions attached to outstanding
long-term incentive awards
2012 Future Builder (first cycle) and 2013 Future Builder
(second cycle)
Measure
Return on Capital Employed
Cumulative underlying cash flow from
operations
Relative sales v
IGD Index
Threshold
target
(1.0x core
award)
10.75%
Maximum
target
(4.0x core
award)
12.00%
Weighting
50%
30%
£5,500m
£6,500m
20%
Match
Index
Index
+1.0% p.a.
In addition, a performance gateway must be achieved – EPS must grow by at least 4 per cent per annum for
any award to vest.
2011 Value Builder (sixth cycle)
Pre-tax adjusted ROCE
15%
14.5%
14%
13.5%
13%
12.5%
Cash flow per share
4%
2.5
2.0
1.5
1.0
0.5
–
6%
3.0
2.5
2.0
1.5
1.0
0.5
8%
3.5
3.0
2.5
2.0
1.5
1.0
10%
4.0
3.5
3.0
2.5
2.0
1.5
12%
4.0
4.0
3.5
3.0
2.5
2.0
Share awards made during the financial year (audited information)
The following share awards were made to Executive Directors during the year. The Future Builder award levels are determined by the normal grant policy for the
role and, in the case of the DSA, performance over the previous year.
Justin King
Mike Coupe
John Rogers
Scheme
Future Builder1
DSA2
Future Builder1
DSA2
Future Builder1
DSA2
Basis of award
(maximum)
220% of salary
104% of salary
200% of salary
75% of salary
200% of salary
75% of salary
Face value
£2,112,000
£975,000
£1,174,000
£430,000
£1,040,000
£381,000
Percentage vesting at
threshold performance
25% of each element
N/A
25% of each element
N/A
25% of each element
N/A
Number of shares
550,456
254,183
305,984
111,948
271,056
99,293
Performance
period end date
12/03/2016
N/A
12/03/2016
N/A
12/03/2016
N/A
1 The performance conditions applying to 2013 Future Builder are set out in the ‘Performance conditions attached to outstanding long-term incentive awards’ table. The basis of award shows the maximum value being four
times the core award. The award was made on 16 May 2013 and the number of shares has been calculated using the five-day average share price prior to grant (9 to 15 May 2013) of £3.8368. 50 per cent of the award vests
on 12 May 2016 and 50 per cent 12 months later. The award is structured as a nil-cost option with a two-year exercise period.
2 The DSA was made on 16 May 2013 based on performance over the 2012/13 financial year. The award was made at 83 per cent of the maximum level (maximum of 125 per cent of salary for Justin King and 90 per cent of
salary for Mike Coupe and John Rogers). The number of shares has been calculated using the five-day average share price prior to grant (9 to 15 May 2013) of £3.8368. No further performance conditions apply. Awards
become exercisable on 20 March 2015. The award is structured as a nil-cost option with an eight-year exercise period.
68
J Sainsbury plc Annual Report and Financial Statements 2014
All-employee share plans
In line with our 20x20 target of increasing the number of colleagues with
shares in the Company by 25 per cent, the Company provides two all-
employee share plans for colleagues, namely the Savings-Related Share
Option Plan (‘SAYE’) and the All-Employee Share Ownership Plan, of which the
Sainsbury’s Share Purchase Plan (‘SSPP’) is a part. Executive Directors may
participate in these plans in the same way as all other colleagues. Justin King
and John Rogers currently participate in both plans. Mike Coupe participates
in the SAYE. As these are all-employee plans there are no performance
conditions. The Committee approves the adoption or amendment of these
plans and awards to Executive Directors.
The 2008 (five-year) SAYE reached maturity on 1 March 2014. Around 3,200
colleagues could use their savings and a tax-free bonus to buy Sainsbury’s
shares at a £2.24 option price. The 2010 (three-year) SAYE matured at the
same time covering around 7,200 colleagues who could use their savings
and a tax-free bonus to buy Sainsbury’s shares at a £2.97 option price. Using
the market price on the date of the first exercise, the value of all the shares
subject to the maturity was nearly £28 million. The Company currently has
over 33,000 colleagues participating in the SAYE with around 64,000
individual savings contracts.
Shareholding guidelines (audited information)
As detailed in the Policy Table, the Executive Directors are required to build up
a specified level of shareholding in the Company. This is to create greater
alignment of the Directors’ interests with those of shareholders, in line with
the objectives of the remuneration policy. The guidelines require the Chief
Executive to have a holding of 2.5 times salary and Executive Directors 1.5
times salary. Directors are required to build this shareholding within five years
of appointment to the relevant role. In addition to shares held, share awards
under the DSA and Value/Future Builder awards where the performance
period has ended count towards the guideline (on a net of tax basis).
Shareholding guidelines
5.4 x salary
)
0
0
0
(
s
e
r
a
h
s
f
o
r
e
b
m
u
N
2,000
1,750
1,500
1,250
1,000
750
500
250
0
5.2 x salary
3.1 x salary
Justin King
Mike Coupe
John Rogers
Shareholding
Share awards
Guideline
Notes
Shareholding calculated using (i) salaries as at 15 March 2014, (ii) share total based on total of shareholding
plus net of tax value (tax assumed to be 47 per cent) of share awards not subject to performance as at
15 March 2014 and (iii) the closing mid-market share price on 14 March 2014 of £3.1360.
All Executive Directors have shareholdings that meet and significantly exceed
the current shareholding guideline. On appointment as Chief Executive, Mike
Coupe’s shareholding guideline will increase to 2.5 times salary. However, his
current holding exceeds the new guideline.
Executive Directors’ shareholdings and share interests (audited information)
The table below sets out details of all the Executive Directors’ shareholdings and their share awards. Further details of the movements of the Executive
Directors’ shareholdings during the year are set out on page 73.
The table below sets out the Executive Directors’ current shareholdings (including beneficial interests) and a summary of outstanding share awards at the
end of the 2013/14 financial year.
Ordinary shares1
Scheme interests3
Justin King
Mike Coupe
John Rogers
16 March 2013
825,979
866,411
210,806
15 March 2014
1,282,115
801,949
376,644
6 May 20142
1,282,190
801,949
376,717
Deferred Share
Awards4
543,556
239,901
212,526
Value Builder awards
with performance
period completed5
133,763
68,908
41,885
Value/Future
Builder awards with
performance period
outstanding6
1,788,340
995,620
851,080
SAYE
2,710
4,518
6,302
1 Ordinary shares are beneficial holdings which include the Directors’ personal holdings and those of their spouses and minor children. They also include the beneficial interests in shares which are held in trust under the
Sainsbury’s Share Purchase Plan.
2 The total includes shares purchased under the Sainsbury’s Share Purchase Plan between 15 March 2014 and 6 May 2014.
3 Deferred Share Awards and Value/Future Builder awards are structured as nil-cost options.
4 Relates to Deferred Share Awards, including those awards granted in 2012/13 as set out in the ‘Share awards made during the financial year’ section.
5 Relates to Value Builder awards that have met the performance test but have not yet vested.
6 Relates to Value and Future Builder awards (maximum) where the performance period has not ended, including those awards granted in 2012/13 as set out in the ‘Share awards made during the financial year’ section and
those vesting in May 2014.
Note: The Executive Directors are potential beneficiaries of the Company’s employee benefit trust, which is used to satisfy awards under the Company’s employee share plans, and they are therefore treated as interested in the
2.1 million shares (2013: 5.3 million) held by the Trustees.
Dilution
The Company ensures that the level of shares granted under the Company’s
share plans and the means of satisfying such awards remains within best
practice guidelines so that dilution from employee share awards does not
exceed 10 per cent of the Company’s issued share capital for all-employee share
plans and 5 per cent in respect of executive share plans in any ten-year rolling
period. The Company monitors dilution levels on a regular basis and the
Committee reviews these at least once a year. Up to 15 March 2014, an
estimated 8.0 per cent of the Company’s issued share capital has been allocated
for the purposes of its all-employee share plans over a ten-year period,
including an estimated 4.0 per cent over ten years in respect of its executive
share plans. This is on the basis that all outstanding awards vest in full.
J Sainsbury plc Annual Report and Financial Statements 2014
69
100
250
200
150
50
0
Directors’ Report
Directors’ Remuneration Report continued
Departure terms of Justin King
Justin King will step down at the AGM on 9 July 2014. Justin King’s contract
provides for a cash severance payment potentially worth up to 175 per cent
of his base salary at departure. However, he has offered to waive this cash
entitlement. As detailed on announcement of his departure, the
Remuneration Committee have determined the following treatment:
• There will be no payment in lieu of notice;
• He will remain eligible for an annual bonus and Deferred Share Award
for 2013/14;
• He will receive no annual bonus, Deferred Share Award or Future Builder
for 2014/15;
• There will be no acceleration of vesting for any share awards;
• The 2012/13 and 2013/14 Deferred Share Awards will subsist in full and
will be released at the end of the deferral period; and
• The 2011 Value Builder and 2012 and 2013 Future Builder awards will subsist
in full and will vest at the normal date, subject to the normal performance
conditions i.e. at a vesting level consistent with other colleagues.
The above arrangements ensure that any remaining payments to Justin King
are aligned with the performance of the Company following his departure
and are a sign of his confidence in the new management and the business’s
continuing prospects.
Single figure remuneration £000
Bonus/DSA award as a percentage of maximum
LTIP vesting percentage of maximum
Performance graph and remuneration table
The graph shows the TSR performance of an investment of £100 in J Sainsbury
plc shares over the last five years compared with an equivalent investment
in the FTSE 100 Index. The FTSE 100 Index has been selected to provide an
established and broad-based index. The following table details the Chief
Executive’s total remuneration over this period.
TSR performance since March 2009
250
200
150
100
50
0
Mar 09
Mar 10
Mar 11
Mar 12
Mar 13
Mar 14
Sainsbury’s
FTSE 100
Chief Executive’s total remuneration in last five financial years
2009/10
4,441
92%
80%
2010/11
4,380
65%
48%
2011/12
3,471
61%
43%
2012/13
4,366
84%
44%
2013/14
3,945
73%
40%
Percentage change in Chief Executive’s remuneration
The table below shows how the percentage change in the Chief Executive’s
salary, benefits and bonus between 2012/13 and 2013/14 compares with the
percentage change in the average of each of those components of pay for all
our colleagues.
Relative importance of spend on pay
The table below illustrates the year-on-year change in total colleague
pay (being the aggregate staff costs as set out in Note 7 to the financial
statements) and distributions to shareholders (being declared dividends). The
number of colleagues has increased from 157,000 to 161,000 during the year.
Chief Executive1
All colleagues2
Salary
% change
2.1%
2.1%
Benefits
% change
(3.1)%
2.2%
Bonus
% change
(21.6)%
(17.4)%
Colleague pay
Distribution to shareholders
2012/13
£m
2,320
2013/14
£m
2,435
% change
5.0%
2012/13
£m
308
2013/14
£m
320
% change
3.9%
1 For the Chief Executive, the bonus figure only relates to the cash annual bonus.
2 Figures relate to average based on number of full-time equivalent colleagues.
70
J Sainsbury plc Annual Report and Financial Statements 2014
Single total figure of remuneration for Non-Executive Directors (audited information)
The table below shows a single remuneration figure for all qualifying services for the 52 weeks to 15 March 2014 for each Non-Executive Director, together with
comparative figures for the 52 weeks to 16 March 2013.
David Tyler2
Matt Brittin
Mary Harris
Gary Hughes
John McAdam
Susan Rice
Jean Tomlin
Anna Ford
Bob Stack
1 Paid in relation to the year.
2 David Tyler received a non-cash benefit of private medical cover.
The Chairman receives an annual cash fee and benefits of private medical
cover and a colleague discount card.
Non-Executive Directors receive a base annual cash fee; additional fees
are paid to the Senior Independent Director and to the Chairmen of the
Audit, Remuneration and Corporate Responsibility and Sustainability
Committees. Non-Executive Directors receive no benefits other than a
colleague discount card.
Details of the Board and Committee schedule of meetings and the number
of meetings attended by the Directors are set out on page 43.
During the year, the Chairman and Non-Executive Directors’ fees were
reviewed. From 29 September 2013, the fee levels were amended (the first
increase in two years) to reflect the responsibilities and time commitment
of the roles, as set out in the table below.
Chairman fee
Base fee
Senior Independent Director fee (additional)
Chairman of Remuneration Committee fee
(additional)
Chairman of Audit Committee fee (additional)
Chairman of Corporate Responsibility and
Sustainability Committee fee (additional)
Fees effective
from
30 September
2012
£470,000
£60,000
£15,000
£15,000
Fees effective
from
29 September
2013
£490,000
£62,500
£17,500
£17,500
£15,000
£12,500
£17,500
£12,500
The beneficial interest of the Non-Executive Directors and their families in the
shares of the Company are shown below.
David Tyler
Matt Brittin
Mary Harris
Gary Hughes
John McAdam
Susan Rice2
Jean Tomlin
16 March 2013
50,000
1,000
11,607
31,625
1,000
1,000
–
Ordinary shares1
15 March 2014
50,000
1,000
12,123
33,032
1,000
1,000
1,315
6 May 2014
50,000
1,000
12,123
33,032
1,000
1,000
1,315
1 Ordinary shares are beneficial holdings which include the Directors’ personal holdings and those of their
spouses and minor children.
2 16 March 2013 figure relates to date of appointment.
Fees1
£000
480
61
77
77
77
49
74
–
–
Benefits
£000
1
–
–
–
–
–
–
–
–
2013/14
Total
£000
481
61
77
77
77
49
74
–
–
Fees1
£000
470
60
70
75
75
–
15
58
24
Benefits
£000
1
–
–
–
–
–
–
–
–
2012/13
Total
£000
471
60
70
75
75
–
15
58
24
Dates of Directors’ service contracts and letters
of appointment
Justin King
Mike Coupe
29 March 2004
1 August 2007 (post appointment as Chief Executive
9 July 2014)
19 July 2010
1 October 2009 (Chairman from 1 November 2009)
27 January 2011
1 August 2007
1 January 2005
1 September 2005
1 June 2013
1 January 2013
John Rogers
David Tyler
Matt Brittin
Mary Harris
Gary Hughes
John McAdam
Susan Rice
Jean Tomlin
Governance – The Remuneration Committee
Committee membership
The Remuneration Committee comprises Mary Harris, John McAdam
and Jean Tomlin. All members of the Committee are independent
Non-Executive Directors.
Role and responsibilities of the Committee
The Committee complies with relevant regulations and considers the UK
Corporate Governance Code and best practice when determining pay and
policy. The specific responsibilities of the Committee include:
• Determining and agreeing with the Board the remuneration policy for the
Chairman, Executive Directors and the Operating Board Directors;
• Setting individual remuneration arrangements for the Chairman and
Executive Directors;
• Recommending and monitoring the level and structure of remuneration for
those members of senior management within the scope of the Committee,
namely the Operating Board Directors and any other executive whose
salary exceeds that of any Operating Board Director;
• Reviewing and noting the remuneration trends across the Company;
• Approving the service agreements of each Executive Director, including
termination arrangements; and
• Considering the achievement of the performance conditions under annual
and long-term incentive/bonus arrangements.
The Committee’s terms of reference are available on the Company’s website
(www.j-sainsbury.co.uk/investor-centre/corporate-governance).
J Sainsbury plc Annual Report and Financial Statements 2014
71
Directors’ Report
Directors’ Remuneration Report continued
Tim Fallowfield, Company Secretary, acts as secretary to the Committee.
David Tyler, Justin King, Angie Risley (Group HR Director), Lorna Godman
(Head of Reward) and Ed Barker (Director of Group Finance), are invited to
attend Committee meetings. Mike Coupe and John Rogers have also attended
selected meetings. The Committee considers their views when reviewing the
remuneration of the Executive Directors and Operating Board Directors.
Individuals who attend Remuneration Committee meetings do not
participate in discussions concerning their own remuneration.
Principal activities and matters addressed during 2013/14
The Committee has a calendar of standard items within its remit and in
addition it held in-depth discussions on specific topics during the year. The
Committee typically meets four times each year, or more as required. The
table below shows the standard items considered at each meeting, leading
up to the meeting in April where the key decisions regarding performance,
outcomes and grants for the coming year are determined. The key issues the
Committee discussed during the year were the exit arrangements for Justin
King, the remuneration arrangements for Mike Coupe, the Future Builder
arrangement, the targets applying to 2014 awards and the new reporting
regulations. The Committee also undertook a competitive tender exercise
of its adviser.
September
January
March
April
Standard agenda items
• Performance update on outstanding incentive awards
• Review of dilution under Company share plans
• Corporate governance and market update
• Review of the Chairman’s fee
• Competitive review of Executive Directors’ salary and total
remuneration packages
• Performance update on outstanding incentive awards
• Initial discussions on long-term incentive plan for the next
financial year
• Corporate governance update
• Review of advisers and their independence
• Review of long-term incentive plan for the next financial year
• Executive Directors’ salary review decisions
• Performance update on outstanding incentive awards
• Review of performance and outcomes under the annual
bonus and Deferred Share Award
• Review of performance and vesting under long-term incentives
• Determining incentive structure for the next financial year
including finalisation of targets
• Directors’ Remuneration Report
Advisers to the Remuneration Committee
The Committee is authorised by the Board to appoint external advisers
if it considers this beneficial. Over the course of the year, the Committee
was supported by its appointed advisers, Deloitte LLP (‘Deloitte’), whose
consultants attended all of the Committee meetings. Deloitte provided
advice to the Committee on a range of topics including remuneration trends,
corporate governance, incentive plan design and consulting with
shareholders. In relation to this advice, Deloitte received fees of c. £165,000
(fees are based on hours spent). Deloitte provided the Company with
unrelated advice and consultancy regarding information technology,
taxation and non-audit accounting matters.
Towers Watson provided comparative data, which was considered by the
Committee in setting remuneration levels, for which they received fees of
c. £35,000. Towers Watson also provided other services to the Company
relating to pensions.
Both Deloitte and Towers Watson are members of the Remuneration
Consulting Group and, as such, operate under the Code of Conduct in relation
to executive remuneration consulting in the UK. During the year, the
Committee has reviewed the advice provided by Deloitte and Towers Watson
and has confirmed that it has been objective and independent. The
Committee has also determined that the Deloitte partner who provides
remuneration advice to the Committee does not have any connections with
the Company that may impact their independence. The Committee has
reviewed the potential for conflicts of interest and judged that there were
appropriate safeguards against such conflicts.
Following the appointment of a new Remuneration Committee Chairman
in 2012 and in line with good governance, during the year the Committee
undertook a competitive tender of its advisers. During the extensive tender
process, the Committee met with a number of firms which concluded with
the reappointment of Deloitte.
Statement of voting at general meeting
The table below sets out the votes on the Directors’ Remuneration Report
at the last two AGMs. The Committee is keen to hear the views of all
shareholders and continually reviews the remuneration policy and
implementation.
2012/13
Remuneration Report
2011/12
Remuneration Report
Votes for
96.91%
1,293 million
96.52%
1,184 million
Votes against
3.09%
41 million
3.48%
43 million
Votes abstained
8.3 million
14.2 million
The Directors’ Remuneration Policy will be put to a binding vote at the AGM
on 9 July 2014, together with an advisory vote on the remainder of the
Directors’ Remuneration Report. The Directors confirm that this report has
been prepared in accordance with the Companies Act 2006 and reflects the
provisions of the Large and Medium-sized Companies and Groups (Accounts
& Reports) (Amendment) Regulations 2013.
Approved by the Board on 6 May 2014.
72
J Sainsbury plc Annual Report and Financial Statements 2014
Details of the Executive Directors’ share awards and movements during the year (audited information)
The table below shows the conditional awards granted and exercised under each of the Company’s share plans.
Share
price at
date of
award
(pence)
352.0
Option
price
Nil
Number of
options
held as at
16 March
2013
181,304
Date of
grant
28.05.08
Justin King
Long-Term Incentive
Plan 20061
10.12.10
11.12.13
374.6 297.0
388.0 332.0
Total
Mike Coupe Long-Term Incentive
Plan 20061
28.05.08
352.0
24.06.09
24.06.09
21.06.10
19.05.11
17.05.12
16.05.13
Deferred Share Award2 20.05.10
19.05.11
17.05.12
16.05.13
20.06.08
Deferred Annual
Bonus Plan3
SAYE4
24.06.09
24.06.09
21.06.10
19.05.11
17.05.12
16.05.13
Deferred Share Award2 20.05.10
19.05.11
17.05.12
16.05.13
20.06.08
Deferred Annual
Bonus Plan3
SAYE4
314.0
314.0
329.3
343.0
295.3
374.5
316.6
343.0
295.3
374.5
325.8
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
314.0
314.0
329.3
343.0
295.3
374.5
316.6
343.0
295.3
374.5
325.8
Total
John Rogers Long-Term Incentive
Plan 20061
28.05.08
352.0
Mid-market
share price
on date of
Number
exercise
of options
(pence)
exercised
378.8 181,304
Notional
gain on
exercise
(£000)
687
Number
of options
granted/
dividend
shares
allocated
during the
year
–
–
21,8206
18,5547
–
–
550,4565
–
28,4348
–
254,183
–
Number
of options
released in
the year
–
Number
of options
lapsed
during the
year
–
–
143,154
152,317
–
–
–
–
–
–
–
–
–
–
343,9627
–
–
–
–
–
–
–
–
–
–
–
2,710
–
–
876,157 295,471 343,962
–
–
–
Date of
exercise
09.05.13
09.05.13
16.05.13
16.05.13
–
–
–
09.05.13
09.05.13
–
–
09.05.13
03.03.14
–
141,077
121,334
611,4885
570,7485
667,1365
–
327,757
263,436
289,373
–
87,013
3,030
–
3,263,696
81,005
63,954
55,004
315,0085
318,6485
370,9885
–
118,865
104,855
127,953
–
9,8916
9,5587
–
–
305,9845
–
11,3168
–
–
111,948
10,071
–
–
64,895
78,466
–
–
–
–
–
–
–
–
–
–
–
–
177,1927
–
–
–
–
–
–
–
–
–
–
378.8
374.5
374.5
–
–
–
378.8
378.8
–
–
378.8
337.2
–
141,077
143,154
152,317
–
–
–
327,757
291,870
–
–
87,013
3,030
–
1,327,522
81,005
63,954
64,895
78,466
–
–
–
118,865
116,171
–
–
10,071
09.05.13
378.8
09.05.13
16.05.13
16.05.13
–
–
–
09.05.13
09.05.13
–
–
378.8
374.5
374.5
–
–
–
378.8
378.8
–
–
09.05.13
378.8
Number
of options
held
15 March
2014
–
–
–
133,763
570,7485
667,1365
550,4565
–
–
289,373
254,183
–
534
536
570
–
–
–
1,242
1,106
–
–
330
1
–
–
2,710
5,0069 2,468,369
–
307
242
243
294
–
–
–
450
440
–
–
38
4
–
–
–
68,908
318,6485
370,9885
305,9845
–
–
127,953
111,948
–
–
4,518
10.12.09
11.12.13
318.6 273.0
388.0 332.0
3,324
–
–
4,518
09.05.13
–
378.8
–
3,324
–
1,569,675
41,583
453,215 143,361 177,192
–
–
–
09.05.13
378.8
536,751
41,583
2,0189 1,308,947
–
158
33,858
29,120
191,4765
250,9725
329,0525
–
62,927
79,578
113,233
–
5,2366
5,8097
–
–
271,0565
–
8,5878
–
–
99,293
4,135
–
–
34,356
47,694
–
–
–
–
–
107,7067
–
–
–
–
–
–
–
–
–
–
–
09.05.13
16.05.13
16.05.13
–
–
–
09.05.13
09.05.13
–
–
378.8
374.5
374.5
–
–
–
378.8
378.8
–
–
09.05.13
378.8
33,858
34,356
47,694
–
–
–
62,927
88,165
–
–
4,135
128
129
178
–
–
–
238
334
–
–
16
–
–
41,885
250,9725
329,0525
271,0565
–
–
113,233
99,293
–
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
24.06.09
24.06.09
21.06.10
19.05.11
17.05.12
16.05.13
20.05.10
19.05.11
17.05.12
16.05.13
20.06.08
314.0
314.0
329.3
343.0
295.3
374.5
316.6
343.0
295.3
374.5
325.8
09.12.11
297.2 238.0
6,302
1,142,236
–
389,981
–
–
82,050 107,706
–
–
–
312,718
–
6,302
1,1819 1,111,793
Deferred Share
Award2
Deferred Annual
Bonus Plan3
SAYE4
Total
1 See page 68 for details of the Long-Term Incentive Plan (i.e. Value and Future Builder), including performance conditions.
2 See page 66 for details of the Deferred Share Award, including performance conditions.
3 The performance of the awards granted in June 2008 was tested and matching shares of 0.91 times an individual’s deferral was achieved. Half of the achieved award vested in May 2011 whilst the remainder of the achieved
award was released in May 2012. The number of dividend shares on the second vesting was determined by a five-day average share price from 10 to 16 May 2012. The Plan is no longer operated.
4 The SAYE Plan is an all-employee share option plan and has no performance conditions as per HMRC Regulations.
5 Maximum award which could be achieved.
6 The second half of the award which vested in May 2012 was released in May 2013. The number of dividend shares which have been received on vested shares was determined by a five-day average share price from 9 to 15
May 2013.
7 The performance of the award made in May 2010 was tested in May 2013 and a multiplier of 1.75 was achieved. The number of shares between the maximum multiplier (4.0) and the multiplier achieved have lapsed. Half of
the achieved award vested in May 2013 whilst the remainder of the achieved award will vest in May 2014. The number of dividend shares determined by a five-day average share price from 9 to 15 May 2013.
8 The number of dividend shares for the 2011 award was determined by a five-day average share price following the announcement of interim and preliminary results: 12 to 18 May 2011, 10 to 16 November 2011,
10 to 16 May 2012 and 15 to 21 November 2012.
9 This is the notional gain on the date of exercise had all shares been sold.
J Sainsbury plc Annual Report and Financial Statements 2014
73
Directors’ Report
Other disclosures
Dividends
The Directors recommend the payment of a final dividend of 12.3 pence per
share (2013: 11.9 pence), making a total dividend for the year of 17.3 pence
per share (2013: 16.7 pence), an increase of 3.6 per cent over the previous
year. Subject to shareholders approving this recommendation at the Annual
General Meeting (‘AGM’), the dividend will be paid on 11 July 2014 to
shareholders on the register at the close of business on 16 May 2014.
Changes to the Board
As reported in our Annual Report last year, Susan Rice joined the Board on
1 June 2013 and her appointment was approved by shareholders at the
AGM on 10 July 2013.
In January, we announced that Justin King will stand down in July after ten
very successful years as Chief Executive and that Mike Coupe will succeed
him. Mike joined Sainsbury’s in 2004 and was appointed to the Board in
August 2007. Since July 2010 he has been Group Commercial Director.
Re-election of Directors
The UK Corporate Governance Code provides for all directors of FTSE
companies to stand for election or re-election by shareholders every year.
Accordingly, all members of the Board, with the exception of Justin King,
will retire and seek re-election at this year’s AGM. Full biographical details
of all of the current Directors are set out on page 37.
Annual General Meeting
The AGM will be held on Wednesday 9 July 2014 at The Queen Elizabeth II
Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE at
11.00am. The Chairman’s letter and the Notice of Meeting accompany
this report, together with notes explaining the business to be transacted
at the meeting.
At the meeting, resolutions will be proposed to declare a final dividend, to
receive the Annual Report and Financial Statements, approve the Directors’
Remuneration Report and the Directors’ Remuneration Policy, to re-elect
the Directors, and to re-appoint PricewaterhouseCoopers LLP as auditors.
In addition, shareholders will be asked to renew both the general authority
of the Directors to issue shares and to authorise the Directors to issue
shares without applying the statutory pre-emption rights. In this regard,
the Company will continue to adhere to the provisions in the Pre-emption
Group’s Statement of Principles.
Shareholders will be asked to authorise the Company to make market
purchases of its own shares. Shareholders will also be asked to authorise the
Directors to hold general meetings at 14 clear days’ notice (where this
flexibility is merited by the business of the meeting and is thought to be in
the interests of shareholders as a whole). A resolution to renew the authority
to make ‘political donations’ as defined by Part 14 of the 2006 Companies Act
will also be proposed.
Share capital and control
The following information is given pursuant to Section 992 of the 2006
Companies Act.
Except as described below in relation to the Company’s employee share
schemes, there are no restrictions on the voting rights attaching to the
Company’s ordinary shares or the transfer of securities in the Company; no
person holds securities in the Company carrying special rights with regard to
control of the Company; and the Company is not aware of any agreements
between holders of securities that may result in restrictions in the transfer of
securities or voting rights. Further details of the rights, restrictions and
obligations attaching to the share capital of the Company, including voting
rights, are contained in the Company’s Articles of Association. The Articles of
Association may only be changed with the agreement of shareholders.
74
J Sainsbury plc Annual Report and Financial Statements 2014
Shares acquired through the Company’s employee share plans rank pari
passu with shares in issue and have no special rights. Where, under the
Company’s All-Employee Share Ownership Plan, participants are beneficial
owners of the shares but the Trustee is the registered owner, the voting rights
are normally exercised by the registered owner at the direction of the
participants. The J Sainsbury Employee Benefit Trusts waive their right to
vote and to dividends on the shares they hold which are unallocated. Some
of the Company’s employee share plans include restrictions on transfer of
shares while the shares are held within the plan.
At the AGM held in July 2013, the Company was authorised by shareholders
to purchase its own shares, within certain limits and as permitted by the
Articles of Association. The Company made no purchases of its own shares
during the year and no shares were acquired by forfeiture or surrender or
made subject to a lien or charge.
All of the Company’s employee share plans contain provisions relating to a
change of control. On a change of control, options and awards granted to
employees under the Company’s share plans may vest and become
exercisable, subject to the satisfaction of any applicable performance
conditions at that time.
Certain of the Company’s credit facilities and banking arrangements
contain change of control clauses under which lenders may cancel their
commitments and declare all outstanding amounts immediately due and
payable. There are no other significant agreements that would take effect,
alter or terminate upon a change of control following a takeover bid.
Ordinary shares
Details of the changes to the ordinary issued share capital during the year are
shown on page 109. At the date of this report, 1,908,436,219 ordinary shares
of 284/7 pence have been issued, are fully paid up and are listed on the
London Stock Exchange.
Major interests in shares
As at 6 May 2014, the Company had been notified by the following investors of
their interests in 3 per cent or more of the Company’s shares. These interests
were notified to the Company pursuant to Disclosure and Transparency Rule 5:
Lord Sainsbury of Turville
Qatar Holdings LLC
% of voting rights
4.99
25.99
Directors’ interests
The beneficial interests of the Directors and their families in the shares
of the Company are shown on pages 69 and 71. The Company’s Register of
Directors’ Interests contains full details of Directors’ interests, shareholdings
and options over ordinary shares of the Company.
During the year, no Director had any material interest in any contract
of significance to the Group’s business.
Directors’ indemnities
The Directors are entitled to be indemnified by the Company to the extent
permitted by law and the Company’s Articles of Association in respect of
all losses arising out of or in connection with the execution of their powers,
duties and responsibilities. The Company has executed deeds of indemnity
for the benefit of each Director in respect of liabilities which may attach to
them in their capacity as Directors of the Company. The Company purchased
and maintained Directors’ and Officers’ liability insurance throughout
2013/14, which has been renewed for 2014/15. Neither the indemnities
nor the insurance provide cover in the event that the Director is proved
to have acted fraudulently.
Employment policies
The Company is committed to equal opportunities for recruitment and
selection, through training and development, performance reviews and
promotion through our ‘A great place to work’ strategy. The Company has
well developed policies for the fair and equal treatment of all colleagues
and the employment of disadvantaged persons. During the year, a number
of training courses have been held to ensure that our policies are understood
throughout the organisation. We will endeavour to adapt the work
environment and retrain colleagues who have become disabled during their
employment. See page 46 for further information on our diversity strategy.
All of Sainsbury’s stores are based in the UK, and all our sales are generated
here. As such substantially all (more than 99 per cent) of our taxes are paid
here. The Group also includes companies based in the following jurisdictions:
Hong Kong and China – our offices in Hong Kong and China source many
of our non-food products. Local taxes of £1 million were paid in the year
(2012/13 £1 million), Isle of Man – our insurance company is based here for
regulatory reasons, as are many other insurance companies. Ireland, Jersey,
Guernsey, USA – these companies are all dormant and accordingly do not pay
any tax. There are also other Group companies that were incorporated in
Ireland, USA, Jersey and the Cayman Islands that are UK tax resident,
meaning that all relevant taxes are payable to the UK Government.
As well as creating jobs we are committed to providing a workplace where
people feel they are given the right opportunities to succeed in a safe, healthy
and respectful environment. We know this is important and this is the reason
why A great place to work is one of our five values, with a number of
employment related commitments within our 20x20 Sustainability Plan.
For further information see our website (http://www.j-sainsbury.co.uk/
responsibility/factsheets).
The Company is committed to colleague involvement throughout the
business. Colleagues are kept informed of the performance and strategy of
the Company and quarterly trading statements, interim and annual results
are presented to all senior management and are communicated to all
colleagues.
Colleagues have always been encouraged to hold shares in the Company.
One of our 20x20 commitments is to increase the number of colleagues with
shares in our business by 25 per cent by 2020.
Human rights
The Company does not have a specific human rights policy but fairness
and integrity are an important part of the way we run the business as
shown by the values and policies described above and throughout this
report. In addition, our customers want to be confident that the people who
make and sell our products are not being exploited, or exposed to unsafe
working conditions. Our Code of Conduct for Ethical Trade covers the
employment practices we expect from our suppliers, both in the UK and
abroad. As founder members of the Ethical Trading Initiative (‘ETI’), our
Code of Conduct is consistent with the ETI Base Code and national and
international laws. For further information on this Code of Conduct see
our website (http://www.j-sainsbury.co.uk/suppliers/ethical-trading).
Donations
The Company made no political donations in 2014 (2013: £nil).
See page 23 for details of the Company’s charitable donations.
Essential contracts
Sainsbury’s has contractual and other arrangements with numerous third
parties in support of its business activities. None of the arrangements is
individually considered to be essential to Sainsbury’s business.
Taxation
The Company complies with relevant tax laws, regulations and obligations
regarding the filing of tax returns, payment and collection of tax. Sainsbury’s
does not undertake any tax planning schemes that seek to use so-called ‘tax
havens’ for aggressive tax planning and for the purpose of tax avoidance.
Sainsbury’s aims to develop an open, honest relationship with the tax
authorities and involve them at an early stage should any complex tax issues
arise. The taxation policy is reviewed annually by the Board. Tax is a key item
on the Audit Committee agenda and is discussed quarterly where large or
complex tax items will feature, together with compliance and key risk
management updates.
Post balance sheet events
There are no post balance sheet events.
Financial risk management
The financial risk management and policies of the Group are disclosed in note
28 on pages 114 to 120 to the financial statements.
Going concern
The Group’s business activities, together with the factors likely to affect its
future development, performance and position are set out in the Strategic
Report on pages 1 to 35, 46, 49, 75 and inside front cover. The financial
position of the Group, its cash flows and liquidity are highlighted in the
Financial Review on pages 28 to 35. The Group manages its financing by
diversifying funding sources, structuring core borrowings with long-term
maturities and maintaining sufficient levels of standby liquidity. Full details
of the Group’s financing arrangements can be found in note 20 on pages 106
and 107 to the financial statements. In addition, notes 28 and 29 on pages
114 to 126 to the financial statements include 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.
Management are satisfied that stress tests on the future liquidity of the Group
do not indicate a going concern risk.
As a consequence, the Directors believe that the Group is well placed to
manage its business risks successfully despite the current challenging
economic outlook. The Directors have a reasonable expectation that the
Company has sufficient resources to continue in operation for the foreseeable
future. Accordingly, they continue to adopt the going concern basis in
preparing the financial statements which are shown on pages 80 to 138.
Disclosure of information to auditors
Each of the Directors has confirmed that, so far as he/she is aware, there is no
relevant audit information of which the auditors are unaware. Each Director
has taken all steps that he/she ought to have taken as a Director in order to
make himself/herself aware of any relevant audit information and to
establish that the auditors are aware of that information.
Independent auditors
PricewaterhouseCoopers LLP have expressed their willingness to be
reappointed as auditors of the Company. Upon the recommendation of the
Audit Committee, resolutions to reappoint them as auditors and to authorise
the Directors to determine their remuneration will be proposed at the AGM.
By order of the Board
Tim Fallowfield
Company Secretary and Corporate Services Director
6 May 2014
J Sainsbury plc Annual Report and Financial Statements 2014
75
Financial statements
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report and Financial
Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for
each financial year. Under that law the Directors have prepared the Group
and Company financial statements in accordance with International
Financial Reporting Standards (‘IFRSs’) as adopted by the European Union.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and the Company and of the profit or loss of the Group
for that period. In preparing these financial statements, the Directors are
required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and
prudent;
• state whether applicable IFRSs as adopted by the European Union have
been followed, subject to any material departures disclosed and explained
in the financial statements; and
• prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Group and the Company will continue in
business.
The Directors are responsible for keeping adequate accounting records that
are sufficient to show and explain the Group’s and the Company’s
transactions and disclose with reasonable accuracy at any time the financial
position of the Company and the Group and enable them to ensure that the
financial statements and the Directors’ Remuneration Report comply with the
Companies Act 2006 and, as regards the Group financial statements, Article 4
of the IAS Regulation. They are also responsible for safeguarding the assets of
the Company and the Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Having taken all the matters considered by the Board and brought to the
attention of the Board during the year into account, we are satisfied that the
Annual Report and Financial Statements, taken as a whole, is fair, balanced
and understandable.
The Board believes that the disclosures set out on pages 1 to 35, 46, 49, 75
and the inside front cover of this Annual Report provide the information
necessary for shareholders to assess the Company’s performance, business
model and strategy.
The Directors are responsible for the maintenance and integrity of the
Company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Each of the Directors, whose names and functions are listed on page 37,
confirm that, to the best of their knowledge:
• the Group financial statements, which have been prepared in accordance
with IFRSs as adopted by the EU, give a true and fair view of the assets,
liabilities, financial position and profit of the Group; and
• the Strategic Report and Directors’ Report contained in the Annual Report
and Financial Statements includes a fair review of the development and
performance of the business and the position of the Group, together with
a description of the principal risks and uncertainties that it faces.
By order of the Board
Tim Fallowfield
Company Secretary and Corporate Services Director
6 May 2014
76
J Sainsbury plc Annual Report and Financial Statements 2014
Independent auditors’ report to the members
of J Sainsbury plc
Report on the financial statements
Our opinion
In our opinion:
• the financial statements, defined below, give a true and fair view of the
state of the Group’s and of the Company’s affairs as at 15 March 2014 and
of the Group’s profit and of the Group’s and Company’s cash flows for the
52 weeks then ended;
• the Group financial statements have been properly prepared in accordance
with International Financial Reporting Standards (‘IFRSs’) as adopted by the
European Union;
• the Company financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union and as applied
in accordance with the provisions of the Companies Act 2006; 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.
In addition, we read all the financial and non-financial information in the Annual
Report to identify material inconsistencies with the audited financial statements
and to identify any information that is apparently materially incorrect based
on, or materially inconsistent with, the knowledge acquired by us in the
course of performing the audit. If we become aware of any apparent material
misstatements or inconsistencies we consider the implications for our report.
Overview of our audit approach
Materiality
We set certain thresholds for materiality. These helped us to determine the
nature, timing and extent of our audit procedures and to evaluate the effect of
misstatements, both individually and on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the Group
financial statements as a whole to be £40 million. This represents approximately
5 per cent of the Group’s profit before tax adjusted for one-off items, as defined
in note 3 on page 93. We believe basing materiality on this adjusted profit
measure is appropriate as it is a measure of recurring performance.
This opinion is to be read in the context of what we say in the remainder of
this report.
What we have audited
The Group financial statements and Company financial statements (the
‘financial statements’), which are prepared by J Sainsbury plc, comprise:
• the Group and Company balance sheets at 15 March 2014;
• the Group income statement and statement of comprehensive income for
the 52 weeks then ended;
• the Group and Company statements of changes in equity and cash flow
statements for the 52 weeks then ended; and
• the notes to the financial statements, which include a summary of
significant accounting policies and other explanatory information.
The financial reporting framework that has been applied in their preparation
comprises applicable law and IFRSs as adopted by the European Union and,
as regards the Company, as applied in accordance with the provisions of the
Companies Act 2006.
Certain disclosures required by the financial reporting framework have been
presented elsewhere in the Annual Report and Financial statements 2014
(the ‘Annual Report’), rather than in the notes to the financial statements.
These are cross-referenced from the financial statements and are identified
as audited.
What an audit of financial statements involves
We conducted our audit in accordance with International Standards on
Auditing (UK and Ireland) (‘ISAs (UK & Ireland)’). An audit involves obtaining
evidence about the amounts and disclosures in the financial statements
sufficient to give reasonable assurance that the financial statements are free
from material misstatement, whether caused by fraud or error. This includes
an assessment of:
• whether the accounting policies are appropriate to the Group’s and
Company’s circumstances and have been consistently applied and
adequately disclosed;
• the reasonableness of significant accounting estimates made by the
Directors; and
• the overall presentation of the financial statements.
We agreed with the Audit Committee that we would report to them
misstatements identified during our audit above £3 million as well as
misstatements below that amount that, in our view, warranted reporting for
qualitative reasons.
Overview of the scope of our audit
The Group’s businesses are organised into three operating segments, being
retailing, financial services and property investments, as defined in note 4 to
the financial statements. The financial statements are a consolidation of six
reporting units, which cover the Group’s retailing and financial services
businesses (Sainsbury’s Supermarkets Limited and Sainsbury’s Bank plc,
the ‘Bank’), centralised functions (including J Sainsbury plc), property
companies and joint ventures.
In establishing the overall approach to the Group audit, we determined the
type of work that needed to be performed at the reporting units by us, as the
Group engagement team, or component auditors within PwC UK and by other
firms operating under our instruction. Where the work was performed by
component auditors, we determined the level of involvement we needed to
have in the audit work at those reporting units to be able to conclude whether
sufficient appropriate audit evidence had been obtained as a basis for our
opinion on the Group financial statements as a whole.
Of the Group’s six reporting units, we identified two (J Sainsbury plc and
Sainsbury’s Supermarkets Ltd) which, in our view, required an audit of their
complete financial information, either due to their size or their risk
characteristics. In addition, we performed an audit of the complete financial
information of the Bank as at 28 February 2014 and for the one month period
then ended, being the period from the date of acquisition. Specified audit
procedures on material balances and transactions were performed at the
remaining three reporting units. This, together with additional procedures
performed at the Group level, such as on tax, the acquisition accounting for
the Bank and the consolidation process, gave us the evidence we needed for
our opinion on the financial statements as a whole.
Areas of particular audit focus
In preparing the financial statements, the Directors made a number of
subjective judgements, for example in respect of significant accounting
estimates that involved making assumptions and considering future events
that are inherently uncertain. We primarily focused our work in these areas by
assessing the Directors’ judgements against available evidence, forming our
own judgements, and evaluating the disclosures in the financial statements.
J Sainsbury plc Annual Report and Financial Statements 2014
77
Financial statements
Independent auditors’ report to the members of J Sainsbury plc continued
In our audit, we tested and examined information, using sampling and other
auditing techniques, to the extent we considered necessary to provide a
reasonable basis for us to draw conclusions. We obtained audit evidence
through testing the effectiveness of controls, substantive procedures or a
combination of both.
We considered the following areas to be those that required particular focus in
the current year. This is not a complete list of all risks or areas of audit focus
identified by our audit. We discussed these areas of focus with the Audit
Committee. Their report on those matters that they considered to be
significant issues in relation to the financial statements is set out on page 52.
Area of focus
Supplier incentives, rebates and discounts
We focused on this area as supplier incentives, rebates and discounts
represent a material reduction in cost of sales expenses. The calculation of
these amounts is in part dependent on an estimation of whether amounts
due under supplier agreements have been earned at the balance sheet date
based on either inventory purchased or goods sold. Furthermore the process
for calculating and recording supplier incentives, rebates and discounts
involves significant manual processes which are more susceptible to error.
Acquisition accounting for Sainsbury’s Bank
Following the acquisition of the remaining 50 per cent of Sainsbury’s Bank
on 31 January 2014, the Bank is now consolidated into the Group financial
statements, with the assets and liabilities purchased being accounted for
at fair values at the date of the acquisition.
We focused on this area given the significant judgements involved in
assessing the fair values of assets and liabilities acquired, as this directly
impacts the amount of goodwill recognised on acquisition. The fair values are
based on valuation techniques built, in part, on assumptions about the Bank’s
future performance, which are inherently judgemental.
Furthermore, there was complexity involved in acquisition accounting for the
Bank given it was previously held as a joint venture (refer to note 37 of the
financial statements).
Revenue recognition
ISAs (UK & Ireland) presume there is a risk of fraud in revenue recognition
because of the pressure management may feel to achieve the planned results.
As the vast majority of revenue is settled in cash or by credit card we
focused on manual adjustments to revenue as they are more susceptible to
manipulation.
Accounting for property transactions
A number of significant property transactions took place during the year.
We focused on these transactions as they were material in value and complex
in nature, requiring consideration of the point at which the risks and rewards
of ownership were transferred to or from the Group, which affects the
recognition of assets and liabilities on the balance sheet. The Directors also
had to exercise judgement in determining whether properties held under
lease agreements were classified as either finance or operating leases (refer
to note 11 and note 33 of the financial statements).
Impairment of land and stores under construction
We focused on the carrying value of property held for development given
the impairment recognised during the year and the judgements involved in
determining the recoverable amount.
How the scope of our audit addressed the area of focus
We understood and tested the interface between the three systems in place
over supplier incentives, rebates and discounts to satisfy ourselves as to the
accuracy and integrity of the data.
We tested the accuracy of a sample of key inputs to individual supplier
agreements. We then re-performed management’s calculations, using
the tested inputs, to determine the accuracy of the amounts recognised.
We performed procedures to identify any significant transactions recorded as
manual adjustments and obtained evidence to support the recognition and
timing of those amounts based on the individual supplier agreements.
We performed year-end cut-off procedures to determine whether amounts
were recorded in the correct period.
Our audit procedures to test the accounting for the transaction, included
verifying the purchase price, contract clauses and terms connected with
completion adjustments to the signed sale and purchase agreement.
We evaluated the fair values allocated to the assets and liabilities acquired
by Sainsbury’s Group as part of the transaction with reference to appropriate
supporting calculations and third party expert reports. This included
assessing whether the fair values allocated aligned to market expectations
based on our experience of other banking transactions.
We tested all material consolidation entries recorded in connection with the
acquisition to determine whether the accounting was appropriate.
We tested the reconciliations between the revenue system, management
accounts and the financial statements.
We used data analytics to agree revenue from transactions recorded through
the tills to cash or credit card receipts, which represents the vast majority of
revenue recorded during the financial year.
In addition we tested significant manual journal entries posted to revenue
which included non-cash adjustments for items such as staff discounts,
coupon redemptions and gift vouchers/cards, to identify and understand
unusual or irregular items and obtained evidence to support their recognition.
We obtained an understanding of the underlying commercial rationale for
each material property transaction.
We evaluated the control environment surrounding the accounting for
property transactions including testing of controls around disposal control
forms and the approval of major capital expenditure projects.
Our audit procedures included obtaining and reviewing the legal documents
to fully understand the terms and conditions of each transaction and
therefore the associated accounting implications. We evaluated the
appropriateness of the accounting treatments adopted and obtained
independent valuation assessments for a sample of properties to test that the
properties had been valued appropriately.
We obtained management’s impairment assessment for land and stores
under construction to assess whether or not the recoverable amount of the
assets were below their carrying values.
We evaluated the assumptions and valuation methodology used by
management and the validity of data for a sample of assets. For those
assets where recoverable amount was determined on a value in use basis
we compared forecast sales with existing comparable stores. For those stores
where recoverable amount was determined based on fair value less costs
to dispose, we compared investment yields with industry standards and
appropriate independent benchmarks.
78
J Sainsbury plc Annual Report and Financial Statements 2014
Area of focus
Risk of management override of internal controls
ISAs (UK & Ireland) require that we consider this.
Going concern
Under the Listing Rules we are required to review the Directors’ statement, on
page 75, in relation to going concern. We have no exceptions to report arising
from our review.
As noted in the Directors’ statement, the Directors have concluded that it is
appropriate to prepare the financial statements using the going concern
basis of accounting. The going concern basis presumes that the Group and
Company has adequate resources to remain in operation, and that the
Directors intend them to do so, for at least one year from the date the
financial statements were signed. As part of our audit we have concluded
that the Directors’ use of the going concern basis is appropriate.
However, because not all future events or conditions can be predicted, these
statements are not a guarantee as to the Group’s and the Company’s ability
to continue as a going concern.
Opinions on other matters prescribed by the Companies
Act 2006
In our opinion:
• the information given in the Strategic Report and the Directors’ Report for
the financial year for which the financial statements are prepared is
consistent with the financial statements; and
• the part of the Remuneration Report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Other matters on which we are required to report
by exception
Adequacy of accounting records and information and explanations
received
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• adequate accounting records have not been kept by the Company, or
returns adequate for our audit have not been received from branches not
visited by us; or
• the Company financial statements and the part of the Remuneration Report to
be audited are not in agreement with the accounting records and returns; or
• we have not received all the information and explanations we require for
our audit.
We have no exceptions to report arising from this responsibility.
Directors’ remuneration
Under the Companies Act 2006 we are required to report to you if, in our
opinion, certain disclosures of Directors’ remuneration specified by law have not
been made. We have no exceptions to report arising from this responsibility.
Corporate governance statement
Under the Listing Rules we are required to review the part of the Corporate
Governance Statement relating to the Company’s compliance with nine
provisions of the UK Corporate Governance Code (‘the Code’). We have
nothing to report having performed our review.
How the scope of our audit addressed the area of focus
We performed a fraud risk assessment in order to identify specific areas of
risk relating to management override of controls.
We performed testing of journals, with particular focus on manual
adjustments to the income statement, to mitigate the risk of manipulation of
revenue and profit figures.
We independently assessed and challenged accounting estimates relevant
to the financial statements for evidence of bias by the Directors that
may represent a risk of material misstatement due to fraud, for example
provisions, asset impairments, income taxes, post-employment benefits and
assets’ useful economic lives.
We also assessed the overall control environment of the Group, including the
arrangements for staff to “whistle-blow” and held meetings with members of
the Board and Operating Board as well as the Group’s Internal Audit function.
On page 76 of the Annual Report, as required by the Code Provision C.1.1, the
Directors state that they consider the Annual Report taken as a whole to be
fair, balanced and understandable and provides the information necessary for
members to assess the Group’s performance, business model and strategy.
On page 52, as required by C.3.8 of the Code, the Audit Committee has set out
the significant issues that it considered in relation to the financial statements,
and how they were addressed. Under ISAs (UK & Ireland) we are required to
report to you if, in our opinion:
• the statement given by the Directors is materially inconsistent with our
knowledge of the Group acquired in the course of performing our audit; 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.
We have no exceptions to report arising from this responsibility.
Other information in the Annual Report
Under ISAs (UK & Ireland), we are required to report to you if, in our opinion,
information in the Annual Report is:
• materially inconsistent with the information in the audited financial
statements; or
• apparently materially incorrect based on, or materially inconsistent with,
our knowledge of the Group and Company acquired in the course of
performing our audit; or
• is otherwise misleading.
We have no exceptions to report arising from this responsibility.
Responsibilities for the financial statements and the audit
Our responsibilities and those of the Directors
As explained more fully in the Statement of Directors’ responsibilities set out
on page 76, the Directors are responsible for the preparation of the Group and
Company financial statements and for being satisfied that they give a true
and fair view.
Our responsibility is to audit and express an opinion on the Group and
Company financial statements in accordance with applicable law and
International Standards on Auditing (UK and Ireland). Those standards require
us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the
Company’s members as a body in accordance with Chapter 3 of Part 16 of the
Companies Act 2006 and for no other purpose. We do not, in giving these
opinions, accept or assume responsibility for any other purpose or to any
other person to whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.
Richard Hughes Senior Statutory Auditor
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
6 May 2014
J Sainsbury plc Annual Report and Financial Statements 2014
79
Financial statements
Group income statement
for the 52 weeks to 15 March 2014
Revenue
Cost of sales
Gross profit
Administrative expenses
Other income
Operating profit
Finance income
Finance costs
Share of post-tax profit from joint ventures and associates
Profit before taxation
Analysed as:
Underlying profit before tax
Profit on disposal of properties
Investment property fair value movements
Retailing financing fair value movements
IAS 19 Revised pension financing charge
Defined benefit pension scheme expenses
Acquisition adjustments
One-off items
Income tax expense
Profit for the financial year
Attributable to:
Owners of the parent
Non-controlling interests
Earnings per share
Basic
Diluted
Underlying basic
Underlying diluted
Note
4
5
6
6
14
3
3
3
3
3
3
3
8
9
2014
£m
23,949
(22,562)
1,387
(444)
66
1,009
20
(159)
28
898
798
52
–
(8)
(23)
(7)
18
68
898
Restated
2013
£m
23,303
(22,026)
1,277
(462)
67
882
19
(153)
24
772
758
66
(10)
(10)
(16)
(7)
–
(9)
772
(182)
(170)
716
602
716
–
716
pence
37.7
36.9
32.8
32.2
602
–
602
pence
32.0
31.5
30.8
30.3
Certain amounts here have been restated and do not correspond to the Annual Report for the 52 weeks to 16 March 2013. These reflect adjustments made as a
result of IAS 19 Revised as detailed in Note 2.
The notes on pages 86 to 138 form an integral part of these financial statements.
80
J Sainsbury plc Annual Report and Financial Statements 2014
Group statement of comprehensive income
for the 52 weeks to 15 March 2014
Profit for the financial year
Items that will not be reclassified subsequently to the income statement:
Remeasurements on defined benefit pension schemes
Current tax relating to items not reclassified
Deferred tax relating to items not reclassified
Items that may be reclassified subsequently to the income statement:
Currency translation differences
Available-for-sale financial assets fair value movements
Group
Joint ventures and associates
Cash flow hedges effective portion of fair value movements
Group
Joint ventures and associates
Items reclassified from cash flow hedge reserve
Current tax relating to items that may be reclassified
Deferred tax relating to items that may be reclassified
Total other comprehensive expense for the financial year (net of tax)
Total comprehensive income for the financial year
Attributable to:
Owners of the parent
Non-controlling interests
Note
30b
8
8
24
24
24
24
8
8
2014
£m
716
(326)
34
19
(273)
(2)
34
–
(43)
2
4
(1)
(2)
(8)
(281)
435
435
–
435
Restated
2013
£m
602
(339)
23
53
(263)
1
11
2
22
1
(5)
1
1
34
(229)
373
373
–
373
Certain amounts here have been restated and do not correspond to the Annual Report for the 52 weeks to 16 March 2013. These reflect adjustments made as a
result of IAS 19 Revised as detailed in Note 2.
The notes on pages 86 to 138 form an integral part of these financial statements.
J Sainsbury plc Annual Report and Financial Statements 2014
81
Financial statements
Balance sheets
At 15 March 2014, 16 March 2013 and 18 March 2012
Non-current assets
Property, plant and equipment
Intangible assets
Investments in subsidiaries
Investments in joint ventures and associates
Available-for-sale financial assets
Other receivables
Amounts due from Sainsbury’s Bank customers
Derivative financial instruments
Deferred income tax asset
Current assets
Inventories
Trade and other receivables
Amounts due from Sainsbury’s Bank customers
Derivative financial instruments
Cash and bank balances
Non-current assets held for sale
Total assets
Current liabilities
Trade and other payables
Amounts due to Sainsbury’s Bank customers
Borrowings
Derivative financial instruments
Taxes payable
Provisions
Net current liabilities
Non-current liabilities
Other payables
Amounts due to Sainsbury’s Bank customers
Borrowings
Derivative financial instruments
Deferred income tax liability
Provisions
Retirement benefit obligations
Net assets
Equity
Called up share capital
Share premium account
Capital redemption reserve
Other reserves
Retained earnings
Equity attributable to owners of the parent
Non-controlling interests
Total equity
Note
11
12
13
14
15
17a
17b
29
21
16
17a
17b
29
26b
18
19a
19b
20
29
22
19a
19b
20
29
21
22
30
23
23
24
24
25
Group
Restated
2013
£m
2014
£m
9,880
286
–
404
255
26
1,292
28
–
12,171
1,005
433
1,283
49
1,592
4,362
7
4,369
16,540
(2,692)
(3,245)
(534)
(65)
(189)
(40)
(6,765)
(2,396)
(204)
(302)
(2,250)
(21)
(227)
(29)
(737)
(3,770)
6,005
545
1,091
680
127
3,560
6,003
2
6,005
9,804
171
–
532
189
38
–
47
–
10,781
987
306
–
91
517
1,901
13
1,914
12,695
(2,726)
–
(165)
(65)
(148)
(11)
(3,115)
(1,201)
(173)
–
(2,617)
(4)
(277)
(39)
(632)
(3,742)
5,838
541
1,075
680
140
3,401
5,837
1
5,838
Company
Restated
2012
£m
9,329
160
–
566
178
38
–
37
–
10,308
938
286
–
69
739
2,032
–
2,032
12,340
(2,740)
–
(150)
(88)
(149)
(9)
(3,136)
(1,104)
(137)
–
(2,617)
(1)
(317)
(63)
(348)
(3,483)
5,721
538
1,061
680
111
3,331
5,721
–
5,721
2014
£m
16
–
7,562
6
37
1,229
–
23
–
8,873
–
1,428
–
48
136
1,612
–
1,612
10,485
(4,457)
–
(341)
(47)
–
(2)
(4,847)
(3,235)
(863)
–
(394)
(10)
–
(2)
–
(1,269)
4,369
545
1,091
680
7
2,046
4,369
–
4,369
2013
£m
17
–
7,316
91
34
1,264
–
41
1
8,764
–
1,254
–
72
351
1,677
–
1,677
10,441
(4,571)
–
(24)
(65)
(6)
(1)
(4,667)
(2,990)
(876)
–
(633)
(4)
–
(2)
–
(1,515)
4,259
541
1,075
680
11
1,952
4,259
–
4,259
Certain amounts here have been restated and do not correspond to the Annual Report for the 52 weeks to 16 March 2013. These reflect adjustments made as a
result of IAS 19 Revised as detailed in Note 2.
The notes on pages 86 to 138 form an integral part of these financial statements.
The financial statements on pages 80 to 138 were approved by the Board of Directors on 6 May 2014, and are signed on its behalf by:
Justin King Chief Executive
John Rogers Chief Financial Officer
82
J Sainsbury plc Annual Report and Financial Statements 2014
Cash flow statements
for the 52 weeks to 15 March 2014
Cash flows from operating activities
Cash generated from/(used in) operations
Interest paid
Corporation tax paid
Net cash generated from/(used in) operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Proceeds from disposal of property, plant and equipment
Acquisition of subsidiaries net of cash acquired
Increase in loans to joint ventures
Investment in joint ventures
Investment in subsidiaries
Proceeds from repayment of loan to joint venture
Interest received
Dividends received
Net cash generated from/(used in) investing activities
Cash flows from financing activities
Proceeds from issuance of ordinary shares
Proceeds from short-term borrowings
Repayment of short-term borrowings
Proceeds from long-term borrowings
Repayment of long-term borrowings
Repayment of capital element of obligations under finance lease payments
Interest elements of obligations under finance lease payments
Dividends paid
Net cash used in financing activities
Group
Company
Note
26a
37c
10
2014
£m
1,227
(148)
(140)
939
(916)
(13)
335
1,016
(7)
(13)
–
4
20
–
426
19
200
(200)
250
(206)
(25)
(8)
(320)
(290)
2013
£m
1,268
(143)
(144)
981
(1,067)
(26)
205
(21)
(5)
(1)
–
16
19
18
(862)
17
–
(50)
75
(61)
(20)
(7)
(308)
(354)
2014
£m
38
(73)
–
(35)
–
–
–
(243)
–
–
(20)
–
50
250
37
18
200
(200)
200
(122)
–
–
(320)
(224)
Net increase/(decrease) in cash and cash equivalents
1,075
(235)
(222)
Net opening cash and cash equivalents
Closing cash and cash equivalents
504
26b
1,579
739
504
351
129
The notes on pages 86 to 138 form an integral part of these financial statements.
2013
£m
(25)
(85)
–
(110)
–
–
–
–
–
–
–
–
117
250
367
16
–
(50)
50
(22)
–
–
(308)
(314)
(57)
408
351
J Sainsbury plc Annual Report and Financial Statements 2014
83
Financial statements
Group statement of changes in equity
for the 52 weeks to 15 March 2014
At 17 March 2013 Restated
Profit for the year
Other comprehensive (expense)/income:
Currency translation differences
Remeasurements on defined benefit pension
schemes (net of tax)
Available-for-sale financial assets fair value
movements (net of tax):
Group
Cash flow hedges effective portion of changes in
fair value (net of tax):
Group
Joint ventures
Items reclassified from cash flow hedge reserve
Total comprehensive (expense)/income for
the year ended 15 March 2014
Transactions with owners:
Dividends paid
Amortisation of convertible bond equity
component
Share-based payment (net of tax)
Shares issued
Shares vested
Allotted in respect of share option schemes
At 15 March 2014
At 18 March 2012
IAS 19 Revised restatement
At 18 March 2012 Restated
Profit for the year
Other comprehensive income/(expense):
Currency translation differences
Remeasurements on defined benefit pension
schemes (net of tax)
Available-for-sale financial assets fair value
movements (net of tax):
Group
Joint ventures
Cash flow hedges effective portion of changes in
fair value (net of tax):
Group
Joint ventures
Items reclassified from cash flow hedge reserve
Total comprehensive income for the year
ended 16 March 2013
Transactions with owners:
Dividends paid
Amortisation of convertible bond equity
component
Share-based payment (net of tax)
Shares issued
Shares vested
Allotted in respect of share option schemes
At 16 March 2013 Restated
Note
25
24
25
24
24
24
24
10,25
24,25
25
25
23,25
25
24
25
24
24
24
24
24
10,25
24,25
25
23,25
Called up
share capital
£m
541
–
Share
premium
account
£m
1,075
–
Capital
redemption
and other
reserves
£m
820
–
–
–
–
–
–
–
–
–
–
–
–
–
4
545
538
–
538
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
16
1,091
1,061
–
1,061
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3
541
–
–
–
–
14
1,075
(2)
–
31
(43)
2
4
(8)
–
(5)
–
–
–
–
807
315
476
791
–
1
–
13
2
22
1
(5)
34
–
(5)
–
–
–
–
820
Retained
earnings
£m
3,401
716
Total
£m
5,837
716
–
(2)
(273)
(273)
–
–
–
–
31
(43)
2
4
443
435
(320)
5
31
–
12
(12)
3,560
3,715
(384)
3,331
602
–
(320)
–
31
–
12
8
6,003
5,629
92
5,721
602
1
(263)
(263)
–
–
–
–
–
13
2
22
1
(5)
339
373
(308)
(308)
5
36
–
1
(3)
3,401
–
36
–
1
14
5,837
Non-
controlling
interests
£m
1
–
Total equity
£m
5,838
716
–
–
–
–
–
–
–
–
–
–
1
–
–
2
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1
–
–
1
(2)
(273)
31
(43)
2
4
435
(320)
–
31
1
12
8
6,005
5,629
92
5,721
602
1
(263)
13
2
22
1
(5)
373
(308)
–
36
1
1
14
5,838
Certain amounts here have been restated and do not correspond to the Annual Report for the 52 weeks to 16 March 2013. These reflect adjustments made as a
result of IAS 19 Revised as detailed in Note 2.
The notes on pages 86 to 138 form an integral part of these financial statements.
84
J Sainsbury plc Annual Report and Financial Statements 2014
Company statement of changes in equity
for the 52 weeks to 15 March 2014
At 17 March 2013
Profit for the year
Other comprehensive income:
Items reclassified from cash flow hedge reserve
Total comprehensive income for the year ended 15 March 2014
Transactions with owners:
Dividends paid
Amortisation of convertible bond equity component
Allotted in respect of share option schemes
Utilised in respect of share option schemes
At 15 March 2014
At 18 March 2012
Profit for the year
Other comprehensive income/(expense):
Available-for-sale financial assets fair value movements (net of tax)
Cash flow hedges effective portion of changes in fair value (net of tax)
Items reclassified from cash flow hedge reserve
Total comprehensive income for the year ended 16 March 2013
Transactions with owners:
Dividends paid
Amortisation of convertible bond equity component
Allotted in respect of share option schemes
Utilised in respect of share option schemes
At 16 March 2013
The notes on pages 86 to 138 form an integral part of these financial statements.
Note
25
24
10,25
24,25
23,25
25
25
24
24
10,25
24,25
23,25
25
Called up
share capital
£m
541
–
–
–
–
–
4
–
545
538
–
–
–
–
–
–
–
3
–
541
Share
premium
account
£m
1,075
–
–
–
–
–
16
–
1,091
1,061
–
–
–
–
–
–
–
14
–
1,075
Capital
redemption
and other
reserves
£m
691
–
1
1
–
(5)
–
–
687
694
–
4
(1)
(1)
2
–
(5)
–
–
691
Retained
earnings
£m
1,952
378
–
378
(320)
5
33
(2)
2,046
1,940
284
–
–
–
284
(308)
5
32
(1)
1,952
Total equity
£m
4,259
378
1
379
(320)
–
53
(2)
4,369
4,233
284
4
(1)
(1)
286
(308)
–
49
(1)
4,259
J Sainsbury plc Annual Report and Financial Statements 2014
85
Financial statements
Notes to the financial statements
1 General information
J Sainsbury plc is a public limited company (the ‘Company’) incorporated in
the United Kingdom, whose shares are publicly traded on the London Stock
Exchange. The Company is domiciled in the United Kingdom and its
registered address is 33 Holborn, London EC1N 2HT, United Kingdom.
The financial year represents the 52 weeks to 15 March 2014 (prior financial
year 52 weeks to 16 March 2013). The consolidated financial statements for
the 52 weeks to 15 March 2014 comprise the financial statements of the
Company and its subsidiaries (the ‘Group’) and the Group’s share of the
post-tax results of its joint ventures and associates.
The Group’s principal activities are grocery related retailing and retail banking.
2 Accounting policies
(a) Statement of compliance
The Group’s financial statements have been prepared in accordance with
International Financial Reporting Standards (‘IFRSs’) as adopted by the
European Union and International Financial Reporting Interpretations
Committee (‘IFRICs’) and with those parts of the Companies Act 2006
applicable to companies reporting under IFRSs. The Company’s financial
statements have been prepared on the same basis and, as permitted by
Section 408(3) of the Companies Act 2006, no income statement or
statement of comprehensive income is presented for the Company.
(b) Basis of preparation
The financial statements are presented in sterling, rounded to the nearest
million (‘£m’) unless otherwise stated. They have been prepared on a going
concern basis under the historical cost convention, except for derivative
financial instruments, investment properties and available-for-sale financial
assets that have been measured at fair value.
The preparation of financial statements in conformity with IFRSs requires
the use of judgements, estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
The estimates and associated assumptions are based on historical experience
and various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the judgements
about carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates. The areas
involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements are
disclosed in note 2c.
Amendments to published standards
Effective for the Group and Company in these financial
statements:
The Group and Company has considered the following new standards,
interpretations and amendments to published standards that are effective for
the Group and Company for the financial year beginning 17 March 2013:
• IAS 19 (revised 2011) ‘Employee benefits’
• IFRS 13 ‘Fair value measurement’
• Amendments to IFRS 7 ‘Financial instruments asset and liability offsetting’
• Amendment to IAS 1‘Presentation of financial statements’ on Other
Comprehensive Income
• Amendment to IAS 12 ‘Income taxes’ on deferred tax
• Annual improvements 2011
An amended version of IAS 19 ‘Employee Benefits’ was issued in June 2011
(‘IAS 19 Revised’) and became effective for the Group’s financial year ended
15 March 2014. Changes under the amended standard have been applied
retrospectively in accordance with IAS 8 ‘Accounting Policies, Changes in
Accounting Estimates and Errors’, resulting in an adjustment of prior year
financial information. The changes to the Group’s accounting policies have
been to immediately recognise all past service costs and to replace interest
cost and expected return on plan assets with a net interest amount that is
calculated by applying the discount rate to the net defined benefit liability.
The defined benefit obligation no longer includes a reserve for scheme
expenses; defined benefit pension scheme expenses are presented separately
within the income statement and included within the Group’s definition of
adjusted items to arrive at underlying profit before tax as detailed in Note 3.
The change in accounting policy impacted the results for the 52 weeks to
15 March 2014 and 52 weeks to 16 March 2013 as follows:
Impact on the income statement:
Increase in administrative expenses
Increase in finance costs
Decrease in profit before tax
Increase in underlying profit before tax
Impact on other comprehensive expense:
Decrease in remeasurements on defined benefit
pension schemes
Decrease in tax credit on other comprehensive
expense
Decrease in other comprehensive expense
Impact on the balance sheet:
Decrease in retirement benefit obligations
Decrease in deferred income tax asset
Increase in net assets
52 weeks to
15 March
2014
£m
52 weeks to
16 March
2013
£m
(5)
(17)
(22)
1
82
(17)
65
194
(15)
179
(5)
(11)
(16)
2
27
(3)
24
134
(30)
104
As a result of the retrospective application of IAS 19 Revised, an opening
balance sheet at 18 March 2012 has been presented. The retirement benefit
obligation at this date has reduced by £123 million, with a £31 million
increase in the associated deferred tax asset, resulting in an overall increase
of £92 million in net assets from the previously published amounts in the
2013 Annual Report.
IFRS 13 ‘Fair value measurement’ has impacted the measurement criteria
of the fair value for certain assets and liabilities and also introduced new
disclosures as set out in note 29. No retrospective changes were required as
a result of the adoption of the Standard.
The amendments to IFRS 7 ‘Financial Instruments’ for the offsetting of
financial assets and financial liabilities have increased the disclosure
requirements where netting arrangements are in place, which are provided in
note 28.
The amendments to IAS 1 ‘Presentation of financial statements’ require items
of other comprehensive income and expense to be grouped into those items
that will not be reclassified subsequently to the income statement and those
items which may be reclassified in accordance with the respective IFRS to
which they relate, including their associated income tax. This presentational
amendment has been applied retrospectively to the Group statement of other
comprehensive income and does not affect the Group’s financial position.
86
J Sainsbury plc Annual Report and Financial Statements 2014
2 Accounting policies continued
The Group and Company has concluded that the remaining above new
standards, interpretations and amendments are either not relevant to the
Group and Company or that they do not have a significant impact on the
Group and Company’s financial statements, apart from additional disclosure.
Effective for the Group and Company for the financial year
beginning 16 March 2014:
• IFRS 10 ‘Consolidated financial statements’*
• IFRS 11 ‘Joint arrangements’*
• IFRS 12 ‘Disclosures of interests in other entities’*
• IAS 27 (revised 2011) ‘Separate financial statements’*
• IAS 28 (revised 2011) ‘Associates and joint ventures’*
• Amendments to IFRS 10,11 and 12 on transition guidance*
• Amendment to IAS 36 ‘Impairment of assets’ on recoverable amount
disclosures*
• Amendments to IAS 32 ‘Financial instruments: Presentation’ on Financial
instruments asset and liability offsetting*
• Amendment to IAS 39 ‘Financial instruments: Recognition and
measurement’, on novation of derivatives and hedge accounting*
• IFRIC 21 ‘Levies’*
* These standards and interpretations have been endorsed by the EU.
The Group and Company has considered the impact of the above
amendments to published standards and new standards that are not yet
effective and concluded that they are either not relevant to the Group and
Company or that they would not have a significant impact on the Group and
Company’s financial statements, apart from additional disclosures.
The following standards and revisions will be effective for
future periods:
• IFRS 9 ‘Financial instruments’
• Amendment to IAS 19 ‘Employee benefits’, on defined benefit plans*
• Amendment to IFRS 9 ‘Financial instruments’, on general hedge
accounting
• Annual improvements 2012*
• Annual improvements 2013*
* These standards are effective for accounting periods starting on or after 1 July 2014.
The Group and Company has considered the impact of the above standards
and revisions and has concluded that they will not have a significant impact
on the Group and Company’s financial statements, apart from additional
disclosures. The accounting policies set out below and in note 3 have been
applied consistently to all periods presented in the financial statements by
the Group and the Company, except where noted above.
Subsidiaries
Subsidiaries are entities over which the Group has the power to govern the
financial and operating policies, generally accompanying a shareholding of
more than one half of the voting rights. The results of subsidiaries are
included in the income statement from the date of acquisition or, in the case
of disposals, up to the effective date of disposal. Intercompany transactions
and balances between Group companies are eliminated upon consolidation.
Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the Group.
Investments in subsidiaries are carried at cost less any impairment loss in the
financial statements of the Company.
Business combinations
The Group applies the acquisition method of accounting for business
combinations. The consideration transferred for the acquisition of a
subsidiary is the fair value of the assets transferred, the liabilities incurred
and the equity interests issued by the Group. The consideration transferred
includes the fair value of any asset or liability resulting from a contingent
consideration arrangement. Identifiable assets and liabilities acquired and
contingent liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date. The Group recognises any
non-controlling interest in the acquiree on an acquisition-by-acquisition
basis, either at fair value or at the non-controlling interest’s proportionate
share of the recognised amounts of the acquiree identifiable net assets.
Acquisition-related costs are expensed as incurred. If the business
combination is achieved in stages, the acquisition date fair value of the
acquirer’s previously held equity interest in the acquiree is remeasured to fair
value at the acquisition date through the income statement. The acquisition
of Sainsbury’s Bank has been detailed in note 37.
Joint ventures and associates
Joint ventures are jointly controlled entities in which the Group has an
interest. Associates are entities over which the Group has significant
influence but not control. The Group’s share of the post-tax results of its joint
ventures and associates are included in the income statement using the
equity method of accounting. Where the Group transacts with a joint venture
or associate, profits and losses are eliminated to the extent of the Group’s
interest in the joint venture or associate.
Investments in joint ventures and associates are carried in the Group balance
sheet at cost plus post-acquisition changes in the Group’s share of net assets
of the entity, less any provision for impairment.
Investments in joint ventures and associates are carried in the Company
balance sheet at cost less any provision for impairment.
Investment properties held by the Group are those contained within its joint
ventures with Land Securities Group PLC and The British Land Company PLC.
These are properties held for capital appreciation and/or to earn rental
income. They are initially measured at cost, including related transaction
costs. After initial recognition at cost, they are carried at their fair values
based on market value determined by professional valuers at each reporting
date. The difference between the fair value of an investment property at the
reporting date and its carrying amount prior to re-measurement is included
within the income statement but is excluded from underlying profit in order
to provide a clear and consistent presentation of the underlying performance
of the Group’s ongoing business for shareholders.
Sainsbury’s Bank has been accounted as a 50 per cent owned joint venture for
the 46 weeks to 31 January 2014 and consolidated as a 100 per cent owned
subsidiary for the four weeks to 28 February 2014, as detailed in note 13.
Revenue
Revenue consists of sales through retail outlets and, in the case of Sainsbury’s
Bank, interest receivable, fees and commissions and excludes Value Added Tax.
Sale of goods – retail
Sales through retail outlets are shown net of returns, the cost of Nectar reward
points issued and redeemed, colleague discounts, vouchers and sales made
on an agency basis. Commission income is recognised in revenue based on
the terms of the contract.
Revenue is recognised when the significant risks and rewards of goods and
services have been passed to the buyer and it can be measured reliably.
The cost of Nectar points is treated as a deduction from sales and part
of the fair value of the consideration received is deferred and subsequently
recognised over the period that the awards are redeemed. The fair value
of the points awarded is determined with reference to the fair value to
the customer.
J Sainsbury plc Annual Report and Financial Statements 2014
87
2 Accounting policies continued
Interest receivable
Interest income is recognised in the income statement for all instruments
measured at amortised cost using the effective interest method. This
calculation takes into account interest receivable or payable and fees and
commissions receivable or payable that are integral to the yield, as well as
incremental transaction costs. The effective interest rate is the rate that
discounts the expected future cash flows over the expected life of the
financial instrument to the net carrying amount of the financial asset or
liability at initial recognition.
Fees and commissions
Fees and commissions, that are not integral to the effective interest rate
calculation, are recognised in the income statement as services are provided.
In the case of insurance commissions the income comprises an initial
commission and profit share both of which are recognised on completion of
the service to the extent reliably measurable. Where there is a risk of potential
claw back, an appropriate element of the commission receivable is deferred
and amortised over the life of the underlying loan or period of claw back.
Car insurance initial commission is recognised on completion of the service
provided, with an element deferred to reflect cancellation expectation and
services yet to be performed in future periods.
Finance income and costs
Finance income and costs are recognised in the income statement for
financial assets and liabilities measured at amortised cost using the effective
interest method. This calculation takes into account interest receivable or
payable and fees and commissions receivable or payable that are integral
to the yield, as well as incremental transaction costs. For Sainsbury’s Bank,
finance cost on financial liabilities is determined using the effective interest
rate method and is recognised in cost of sales.
Interest paid and interest received for the purpose of the cash flow statement
is retail only.
Cost of sales
Cost of sales consists of all costs to the point of sale including warehouse and
transportation costs and all the costs of operating retail outlets and, in the
case of Sainsbury’s Bank, interest expense on operating activities, calculated
using the effective interest method.
Supplier incentives, rebates and discounts are recognised within cost of sales
as they are earned. The accrued value at the reporting date is included in
prepayments and accrued income.
Property, plant and equipment
Land and buildings
Land and buildings are stated at cost less accumulated depreciation and any
recognised provision for impairment. Capital work in progress is held at cost
less any recognised provision for impairment. Cost includes the original purchase
price of the asset and the costs incurred attributable to bringing the asset to its
working condition for intended use. This includes capitalised borrowing costs.
Fixtures and equipment
Fixtures, equipment and vehicles are held at cost less accumulated
depreciation and any recognised provision for impairment. Cost includes the
original purchase price of the asset and the costs attributable to bringing the
asset to its working condition and its intended use.
Depreciation
Depreciation is calculated to write down the cost of the assets to their residual
values, on a straight-line basis, on the following bases:
• Freehold buildings and leasehold properties – 50 years, or the lease term
if shorter
• Fixtures, equipment and vehicles – three to 15 years
• Freehold land is not depreciated
Capital work in progress is not depreciated.
88
J Sainsbury plc Annual Report and Financial Statements 2014
Gains and losses on disposal are determined by comparing proceeds with
the asset’s carrying amount and are recognised within operating profit.
The assets’ residual values and useful lives are reviewed, and adjusted
if appropriate, at the end of each reporting period.
Intangible assets
Computer software
Computer software is carried at cost less accumulated amortisation and
any provision for impairment. Externally acquired computer software and
software licences are capitalised and amortised on a straight-line basis over
their useful economic lives of five to seven years. Costs relating to
development of computer software for internal use are capitalised once the
recognition criteria of IAS 38 ‘Intangible Assets’ are met. Other development
expenditures that do not meet these criteria are expensed as incurred. When
the software is available for its intended use, these costs are amortised on a
straight-line basis over their useful economic lives of five to seven years
within administrative expenses.
Goodwill
Goodwill represents the excess of the fair value of the consideration of an
acquisition over the fair value of the Group’s share of the net identifiable
assets of the acquired subsidiary at the date of acquisition. Goodwill is
recognised as an asset on the Group’s balance sheet in the year in which it
arises, and is considered to have an indefinite useful life. Goodwill is tested for
impairment annually and again whenever indicators of impairment are
detected and is carried at cost less any provision for impairment.
Acquired intangible assets
Intangible assets acquired in a business combination are recognised at fair
value at the acquisition date. Intangible assets with finite useful economic
lives are carried at cost less accumulated amortisation and any provision for
impairment and are amortised on a straight-line basis over their estimated
useful economic lives, ranging from three to six years within administrative
expenses.
Other intangible assets
Pharmacy licences are carried at cost less accumulated amortisation and any
recognised provision for impairment and amortised on a straight-line basis
over the licence period of up to 15 years within cost of sales.
Other intangible assets are carried at cost less accumulated amortisation and
any provision for impairment. They are amortised on a straight-line basis over
their contractual useful economic lives within cost of sales.
Impairment of non-financial assets
At each reporting date, the Group reviews the carrying amounts of its
property, plant and equipment and intangible assets to determine whether
there is any indication that those assets have suffered an impairment loss.
If any such indication exists, the recoverable amount of the asset, which is
the higher of its fair value less costs to sell and its value in use, is estimated in
order to determine the extent of the impairment loss. Where the asset does
not generate cash flows that are independent from other assets, the Group
estimates the recoverable amount of the cash-generating unit (‘CGU’) to
which the asset belongs. For retail property, plant and equipment and
intangible assets excluding goodwill, the CGU is deemed to be each trading
store. For retail goodwill, the CGU is deemed to be each retail chain of stores
acquired. Sainsbury’s Bank is deemed to be a separate CGU.
Any impairment charge is recognised in the income statement in the year in
which it occurs. Where an impairment loss, other than an impairment loss on
goodwill, subsequently reverses due to a change in the original estimate, the
carrying amount of the asset is increased to the revised estimate of its
recoverable amount, or its original carrying value less accumulated
depreciation if lower.
Financial statementsNotes to the financial statements continued 2 Accounting policies continued
Capitalisation of interest
Interest costs that are directly attributable to the acquisition or construction
of qualifying assets are capitalised to the cost of the asset, gross of tax relief.
Non-current assets held for sale
Non-current assets are classified as assets held for sale and stated at the
lower of the carrying amount and fair value less costs to dispose. Non-current
assets held for sale are not depreciated.
Non-current assets are classified as held for sale if their carrying amount is
to be recovered principally through a sale transaction rather than through
continuing use. This condition is regarded as met only when the sale is highly
probable and the asset is available for sale in its present condition. A sale
should be expected to complete within one year from the date of classification.
Leased assets
Leases are classified as finance leases when the terms of the lease transfer
substantially all the risks and rewards of ownership to the Group. All other
leases are classified as operating leases. For property leases, the land and
building elements are treated separately to determine the appropriate lease
classification.
Finance leases
Assets funded through finance leases are capitalised as property, plant and
equipment and depreciated over their estimated useful lives or the lease
term, whichever is shorter. The amount capitalised is the lower of the fair
value of the asset or the present value of the minimum lease payments
during the lease term at the inception of the lease. The resulting lease
obligations are included in liabilities net of finance charges. Finance costs
on finance leases are charged directly to the income statement.
Operating leases
Assets leased under operating leases are not recorded on the balance sheet.
Rental payments are charged directly to the income statement on a
straight-line basis over the lease term.
Sale and leaseback
A sale and leaseback transaction is one where a vendor sells an asset and
immediately reacquires the use of that asset by entering into a lease with the
buyer. The accounting treatment of the sale and leaseback depends upon the
substance of the transaction and whether or not the sale was made at the
asset’s fair value.
Inventories
Inventories comprise goods held for resale and properties held for, or in the
course of, development and are valued on a weighted average cost basis and
carried at the lower of cost and net realisable value. Net realisable value
represents the estimated selling price less all estimated costs of completion
and costs to be incurred in marketing, selling and distribution. Cost includes
all direct expenditure and other appropriate attributable costs incurred in
bringing inventories to their present location and condition.
Cash and cash equivalents
Cash and bank balances in the Group balance sheet comprise cash in hand
and at bank, deposits at central banks, investments in money market funds
and deposits and other short-term highly liquid investments that are readily
convertible to a known amount of cash and are subject to an insignificant risk
of changes in value.
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 purposes of the cash flow statement.
Current taxation
Current tax is accounted for on the basis of tax laws enacted or substantively
enacted at the balance sheet date. Current tax is charged or credited to the
income statement, except when it relates to items charged to equity or other
comprehensive income, in which case the current tax is also dealt with in
equity or other comprehensive income respectively.
Deferred taxation
Deferred tax is accounted for on the basis of temporary differences arising
from differences between the tax base and accounting base of assets and
liabilities.
Deferred tax is recognised for all temporary differences, except to the extent
where it arises from the initial recognition of an asset or a liability in a
transaction that is not a business combination and, at the time of transaction,
affects neither accounting profit nor taxable profit. It is determined using tax
rates (and laws) that have been enacted or substantively enacted by the
balance sheet date and are expected to apply when the related deferred
income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that future
taxable profits will be available against which the temporary differences can
be utilised.
For sale and finance leasebacks, any apparent profit or loss from the sale is
deferred and amortised over the lease term. For sale and operating leasebacks,
generally the assets are sold at fair value, and accordingly the profit or loss
from the sale is recognised immediately in the income statement.
Deferred tax is charged or credited to the income statement, except when it
relates to items charged or credited directly to equity or other comprehensive
income, in which case the deferred tax is also dealt with in equity or other
comprehensive income respectively.
Following initial recognition, the lease treatment is consistent with those
principles described above.
Lease incentives
Lease incentives primarily include up-front cash payments or rent-free
periods. Lease incentives are capitalised and spread over the period of the
lease term.
Leases with predetermined fixed rental increases
The Group has a number of leases with predetermined fixed rental increases.
These rental increases are accounted for on a straight-line basis over the term
of the lease.
Operating lease income
Operating lease income consists of rentals from sub-tenant agreements and is
recognised as earned on a straight-line basis over the lease term.
Deferred tax is provided on temporary differences associated with
investments in subsidiaries, branches and joint ventures except where the
Group is able to control the timing of the reversal of the temporary difference
and it is probable that the temporary difference will not reverse in the
foreseeable future.
Provisions
Provisions are recognised when there is a present legal or constructive
obligation as a result of a past event, for which it is probable that an outflow
of economic benefit will be required to settle the obligation, and where the
amount of the obligation can be reliably estimated. Provisions are measured
at the present value of the expenditures expected to be required to settle the
obligation using a pre-tax rate that reflects current market assessments of
the time value of money and the risks specific to the obligation. The increase
in the provision due to passage of time is recognised as interest expense.
J Sainsbury plc Annual Report and Financial Statements 2014
89
2 Accounting policies continued
Onerous leases
Provisions for onerous leases, measured net of expected rental income, are
recognised when the property leased becomes vacant and is no longer used
in the operations of the business. Provisions for dilapidation costs are
recognised on a lease-by-lease basis.
Employee benefits
Pensions
The Group operates various defined benefit and defined contribution pension
schemes for its employees. A defined benefit scheme is a pension plan that
defines an amount of pension benefit that an employee will receive on
retirement. A defined contribution scheme is a pension plan under which the
Group pays fixed contributions into a separate entity.
In respect of the defined benefit pension scheme, the pension scheme
surplus or deficit recognised in the balance sheet represents the difference
between the fair value of the plan assets and the present value of the defined
benefit obligation at the balance sheet date. The defined benefit obligation is
actuarially calculated on an annual basis using the projected unit credit
method. Plan assets are recorded at fair value.
The income statement charge consist of a financing charge, which is the net
of interest cost on pension scheme liabilities and interest income on plan
assets and defined benefit pension scheme expenses. The financing charge
is determined by applying the discount rate used to measure the defined
benefit obligation to the pension scheme liabilities and plan assets at the
beginning of the financial year.
Payments to defined contribution pension schemes are charged as an
expense as they fall due. Any contributions unpaid at the balance sheet date
are included as an accrual as at that date. The Group has no further payment
obligations once the contributions have been paid.
Long service awards
The costs of long service awards are accrued over the period the service is
provided by the employee when it is probable that settlement will be required
and they are capable of being measured reliably. Liabilities recognised in
respect of long-term employee benefits are measured at the present value of
the estimated future cash outflows to be made by the Group in respect of
services provided by employees up to the reporting date.
Share-based payments
The Group provides benefits to employees (including Directors) of the Group
in the form of equity-settled and cash-settled share-based payment
transactions, whereby employees render services in exchange for shares,
rights over shares or the value of those shares in cash terms.
For equity-settled share-based payments the fair value of the employee
services rendered is determined by reference to the fair value of the shares
awarded or options granted, excluding the impact of any non-market vesting
conditions. All share options are valued using an option-pricing model
(Black-Scholes or Monte Carlo). This fair value is charged to the income
statement over the vesting period of the share-based payment scheme.
For cash-settled share-based payments the fair value of the employee
services rendered is determined at each balance sheet date and the charge
recognised through the income statement over the vesting period of the
share-based payment scheme, with the corresponding increase in accruals.
The value of the charge is adjusted in the income statement over the
remainder of the vesting period to reflect expected and actual levels of options
vesting, with the corresponding adjustments made in equity and accruals.
The grant by the Company of options over its equity instruments to the
employees of subsidiary undertakings in the Group is treated as a capital
contribution. The fair value of employee services received, measured by
reference to the grant date fair value, is recognised over the vesting period as
an increase to investment in subsidiary undertakings, with a corresponding
credit to equity.
90
J Sainsbury plc Annual Report and Financial Statements 2014
Share capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new ordinary shares or options are shown in
equity as a deduction, net of tax, from the proceeds.
Foreign currencies
Foreign operations
On consolidation, assets and liabilities of foreign operations are translated
into sterling at year-end exchange rates. The results of foreign operations
are translated into sterling at average rates of exchange for the year.
The functional currency of the Company is sterling.
Foreign currency transactions
Transactions denominated in foreign currencies are translated at the
exchange rate at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies at the balance sheet date are translated at
the exchange rate ruling at that date. Foreign exchange differences arising on
translation are recognised in the income statement.
Financial instruments
Financial assets
The Group classifies its financial assets in the following categories: at fair
value through profit or loss (‘FVTPL’), loans and receivables, and available-for-
sale (‘AFS’). AFS investments are initially measured at fair value including
transaction costs. Financial assets held at fair value through profit and loss
are initially recognised at fair value and transaction costs are expensed.
‘Financial assets at fair value through profit or loss’ include financial assets
held for trading and those designated at fair value through profit or loss at
inception. Derivatives are classified as held for trading unless they are
accounted for as an effective hedging instrument. ‘Financial assets at fair
value through profit or loss’ are recorded at fair value, with any fair value
gains or losses recognised in the income statement in the period in which
they arise.
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. The Group
has no intention of trading these loans and receivables. They include
amounts due from Sainsbury’s Bank customers and amounts due from other
banks. Subsequent to initial recognition at fair value plus transaction costs,
these assets are carried at amortised cost less impairment using the effective
interest method. Income from these financial assets is calculated on an
effective yield basis and is recognised in the income statement.
Available-for-sale financial assets are non-derivatives that are either
designated in this category or not classified in any of the other categories.
They are included in non-current assets unless management intends to
dispose of the investment within 12 months of the balance sheet date.
Subsequent to initial recognition at fair value plus transaction costs, these
assets are recorded at fair value with the movements in fair value recognised
in other comprehensive income until the financial asset is derecognised or
impaired at which time the cumulative gain or loss previously recognised in
other comprehensive income is recognised in the income statement.
Dividends on AFS equity instruments are recognised in the income statement
when the entity’s right to receive payment is established. Interest on AFS
debt instruments is recognised using the effective interest method.
Financial assets are derecognised when the rights to receive cash flows from
the financial assets have expired or where the Group has transferred
substantially all risks and rewards of ownership.
Trade receivables
Trade receivables are initially recognised at fair value and subsequently at
amortised cost using the effective interest method less provision for
impairment.
Financial statementsNotes to the financial statements continued 2 Accounting policies continued
Loans and advances including impairment
Loans and advances are held at amortised cost, using the effective interest
method, less provision for impairment and recognised on the balance sheet
when cash is advanced.
For Sainsbury’s Bank’s portfolios of loans, such as credit card lending and
personal loans, impairment provisions are calculated for groups of assets,
otherwise impairment is identified at a counterparty specific level following
objective evidence that a financial asset is impaired. Such evidence may
include a missed interest or principal payment or the breach of a banking
covenant. The present value of estimated cash flows recoverable is determined
after taking into account any security held. The amount of impairment is
calculated by comparing the present value of the cash flows discounted at
the loans’ original effective interest rate with the balance sheet carrying value.
If impaired, the carrying value is adjusted and the difference charged to the
income statement and a provision recognised in the balance sheet.
The written down value of the impaired loan is compounded back to its net
realisable balance over time using an effective interest rate. This is reported
through interest receivable within the income statement and represents the
unwinding of the discount.
A write-off is made when all or part of a claim is deemed uncollectible or
forgiven. Write-offs are charged against previously established provisions
for impairment or directly to the income statement. Subsequent recoveries
of amounts written off decrease the charge for loan impairment in the
income statement.
An allowance for impairment losses is also maintained in respect of assets
which are impaired at the balance sheet date but which have not been
identified as such, based on historical loss experience and other relevant
factors. The methodology and assumptions used are regularly reviewed to
reduce any differences between estimates and actual results.
Financial liabilities
Interest-bearing bank loans, overdrafts and amounts due to Sainsbury’s Bank
customers are recorded initially at fair value, which is generally the proceeds
received, net of direct issue costs. Subsequently, these liabilities are held at
amortised cost using the effective interest method.
Finance charges, including premiums payable on settlement or redemption
and direct issue costs, are accounted for on an accrual basis in the income
statement using the effective interest method and are added to the carrying
amount of the instrument to the extent that they are not settled in the period
in which they arise.
The fair value of the liability component of a convertible bond is determined
using the market interest rate for an equivalent non-convertible bond. This
amount is recorded as a liability on an amortised cost basis until extinguished
on conversion or maturity of the bonds. The remainder of the proceeds are
allocated to the conversion option. This is recognised and included in
shareholders’ equity, net of income tax effects and is not subsequently
re-measured.
Impairment of financial assets
An assessment of whether there is objective evidence of impairment is
carried out for all financial assets or groups of financial assets at the balance
sheet date. This assessment may be of individual assets (‘individual
impairment’) or of a portfolio of assets (‘collective impairment’). A financial
asset or a group of financial assets is considered to be impaired if, and only if,
there is objective evidence of impairment as a result of one or more events
that occurred after the initial recognition of the asset (a ‘loss event’) and that
loss event (or events) has an impact on the estimated future cash flows of the
financial asset or group of financial assets that can be reliably estimated.
For individual impairment the principal loss event is one or more missed
payments, although other loss events can also be taken into account,
including arrangements in place to pay less than the contractual payments,
fraud and bankruptcy or other financial difficulty indicators. An assessment
of collective impairment will be made of financial assets with similar risk
characteristics. For these assets, portfolio loss experience is used to provide
objective evidence of impairment.
Where there is objective evidence that an impairment loss exists on loans and
receivables, impairment provisions are made to reduce the carrying value of
financial assets to the present value of estimated future cash flows
discounted at the financial asset’s original effective interest rate.
For financial assets carried at amortised cost, the charge to the income
statement reflects the movement in the level of provisions made, together
with amounts written off net of recoveries in the year.
In the case of equity investments classified as available-for-sale, a significant
or prolonged decline in the fair value of the asset below its cost is considered
in determining whether the asset is impaired. If any such evidence exists for
available-for-sale financial assets, the cumulative loss is removed from equity
and recognised in the income statement. The cumulative loss is measured as
the difference between the acquisition cost and the current fair value, less
any impairment loss on that financial asset previously recognised in the
income statement.
Impairment losses recognised in the income statement on equity
instruments are not reversed. If, in a subsequent period, the fair value of a
debt instrument classified as available-for-sale increases and the increase can
be objectively related to an event occurring after the impairment loss was
recognised in the income statement, the impairment loss is reversed through
the income statement.
Interest will continue to accrue on all financial assets, based on the written
down balance. Interest is calculated using the rate of interest used to
discount the future cash flows for the purpose of measuring the impairment
loss. To the extent that a provision may be increased or decreased in
subsequent periods, the recognition of interest will be based on the latest
balance net of provision.
Fair value estimation
The methods and assumptions applied in determining the fair values of
financial assets and financial liabilities are disclosed in note 29.
Issue costs are apportioned between the liability and the equity components
of the convertible bonds based on their carrying amounts at the date of issue.
The portion relating to the equity component is charged directly against equity.
Derivative financial instruments and hedge accounting
All derivative financial instruments are initially measured at fair value on the
contract date and are also measured at fair value at subsequent reporting dates.
Trade payables
Trade payables are initially recognised at fair value and subsequently at
amortised cost using the effective interest method.
Hedge relationships are classified as cash flow hedges where the derivative
financial instruments hedge the exchange rate risk of future highly probable
inventory purchases denominated in foreign currency. Changes in the fair
value of derivative financial instruments that are designated and effective as
hedges of future cash flows are recognised directly in other comprehensive
income and the ineffective portion is recognised immediately in the income
statement. If the cash flow hedge of a firm commitment or forecast
transaction results in the recognition of a non-financial asset or liability, then,
at the time the asset or liability is recognised, the associated gains or losses
on the derivative that had previously been recognised in other comprehensive
income are included in the initial measurement of the asset or liability.
J Sainsbury plc Annual Report and Financial Statements 2014
91
2 Accounting policies continued
Hedge relationships are classified as fair value hedges where the derivative
financial instruments hedge the change in the fair value of a financial asset or
liability due to movements in interest rates. The changes in fair value of the
hedging instrument are recognised in the income statement.
The hedged item is also adjusted for changes in fair value attributable to the
hedged risk, with the corresponding adjustment made in the income
statement.
To qualify for hedge accounting, the Group documents at the inception of the
hedge, the hedging risk management strategy, the relationship between the
hedging instrument and the hedged item or transaction and the nature of the
risks being hedged. The Group also documents the assessment of the
effectiveness of the hedging relationship, to show that the hedge has been
and will be highly effective on an ongoing basis.
Changes in the fair value of derivative financial instruments that do not
qualify for hedge accounting are recognised in the income statement as
finance income or costs as they arise.
Hedge accounting is discontinued when the hedging instrument expires or is
sold, terminated, or exercised, or no longer qualifies for hedge accounting. At
that time, any cumulative gain or loss on the hedging instrument recognised
in other comprehensive income is retained in equity until the forecasted
transaction occurs. If a hedged transaction is no longer expected to occur,
the net cumulative gain or loss recognised in other comprehensive income
is transferred to the income statement for the period.
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in
the balance sheet when there is a legally enforceable right to offset the
recognised amounts and there is an intention to settle on a net basis, or
realise the asset and settle the liability simultaneously.
(c) Judgements and estimates
The Group makes judgements and assumptions concerning the future that
impact the application of policies and reported amounts. The resulting
accounting estimates calculated using these judgements and assumptions
will, by definition, seldom equal the related actual results but are based on
historical experience and expectations of future events.
The judgements and key sources of estimation uncertainty that have a
significant effect on the amounts recognised in the financial statements are
discussed below.
Goodwill impairment
The Group is required to assess whether goodwill has suffered any
impairment loss, based on the recoverable amount of the CGU or group of
CGUs to which it is allocated. The recoverable amounts of the CGUs have been
determined based on value in use calculations and these calculations require
the use of estimates in relation to future cash flows and suitable discount
rates as disclosed in note 12. Actual outcomes could vary from these
estimates.
Impairment of assets other than goodwill
Financial and non-financial assets are subject to impairment reviews based
on whether current or future events and circumstances suggest that their
recoverable amount may be less than their carrying value. Recoverable
amount is based on the higher of the value in use and fair value less costs
to dispose. Value in use is calculated from expected future cash flows using
suitable discount rates and includes management assumptions and
estimates of future performance as disclosed in note 11.
Impairment loss calculations on loans and advances within Sainsbury’s Bank
(note 17(b)) involve the estimation of future cash flows of financial assets,
based on observable data at the balance sheet date and historical loss
experience for assets with similar credit risk characteristics. This will typically
take into account the level of arrears, security, past loss experience and
default levels. These calculations are undertaken on a portfolio basis using
various statistical modelling techniques. Impairment models are continually
reviewed to ensure data and assumptions are appropriate with the most
material assumption being around expected loss rates. The accuracy of any
such impairment calculation will be affected by unexpected changes to the
economic situation, and assumptions which differ from actual outcomes.
As such, judgement is applied when determining the levels of provisioning.
Acquisition accounting
The amount of goodwill initially recognised as a result of a business
combination is dependent on the allocation of the purchase price to the
fair value of the identifiable assets acquired and the liabilities assumed.
The acquisition of Sainsbury’s Bank in January 2014 was accounted for
in accordance with applicable accounting standards which require the
recognition of the identifiable assets acquired and liabilities assumed at their
acquisition-date fair values. As part of this process, it is also necessary to
identify and recognise certain assets and liabilities which are not included on
the acquiree’s balance sheet, for example the value of customer relationships
and other intangible assets. The exercise to fair value the Sainsbury’s Bank
balance sheet was inherently subjective and required management to make
a number of assumptions and estimates.
The assumptions used in the modelling are sensitive to the market conditions
at the time, in particular the current interest rates available and customer
attrition patterns. Management uses its best knowledge to estimate the fair
value of acquired assets and liabilities as of the acquisition date. The
acquisition of Sainsbury’s Bank has been detailed in note 37.
Post-employment benefits
The Group operates a defined benefit scheme for its employees. The present
value of the scheme’s liabilities recognised at the balance sheet date and the
net financing charge recognised in the income statement are dependent on
interest rates of high quality corporate bonds. Other key assumptions within
this calculation are based on market conditions or estimates of future events,
including mortality rates, as set out in note 30. Any changes to assumptions
used will impact the carrying value of the retirement benefit obligation. As
detailed in note 30, the retirement benefit obligations are most sensitive to
changes in the discount rate.
Provisions
Provisions have been made for onerous leases, dilapidations and long service
awards. These provisions are estimates and the actual costs and timing of
future cash flows are dependent on future events. Any difference between
expectations and the actual future liability will be accounted for in the period
when such determination is made. The carrying amount of provisions will be
impacted by changes in the discount rate. Details of provisions are set out in
note 22.
Income taxes
The Group recognises expected liabilities for tax based on an estimation of
the likely taxes due, which requires significant judgement as to the ultimate
tax determination of certain items. Where the actual liability arising from
these issues differs from these estimates, such differences will have an
impact on income tax and deferred tax provisions in the period when such
determination is made. Detail of the tax charge and deferred tax are set out in
notes 8 and 21 respectively.
92
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued
3 Non-GAAP performance measures
Certain items recognised in reported profit before tax can vary significantly from year to year and therefore create volatility in reported earnings which does
not reflect the Group’s underlying performance. Similarly, whilst defined benefit pension scheme expenses may not vary significantly, they no longer relate to
the Group’s ongoing activities given the closure of the defined benefit pension scheme to future accrual. The Directors believe that the ‘underlying revenue’,
‘underlying profit before tax’ (‘UPBT’) and ‘underlying diluted and basic earnings per share’ measures presented provide a clear and consistent presentation of
the underlying performance of Sainsbury’s ongoing business for shareholders. Underlying profit is not defined by IFRS and therefore may not be directly
comparable with the ‘adjusted’ profit measures of other companies. The adjusted items are:
• Profit/loss on disposal of properties;
• Investment property fair value movements – these reflect the difference between the fair value of an investment property at the reporting date and its
carrying amount at the previous reporting date;
• Retailing financing fair value movements – these are fair value gains and losses on non-derivative financial assets and liabilities carried at amortised cost,
on derivatives relating to financing activities and on hedged items in fair value hedges;
• Impairment of goodwill;
• The financing element of IAS 19 Revised;
• Defined benefit pension scheme expenses;
• Acquisition adjustments – these reflect the adjustments arising from the Sainsbury’s Bank acquisition including the fair value unwind, the remeasurement
of the previously held equity interest in Sainsbury’s Bank and the amortisation of acquired intangibles; and
• One-off items – these are items which are material and infrequent in nature and do not relate to the Group’s underlying performance.
The adjustments made to reported profit before tax to arrive at underlying profit before tax are:
Underlying profit before tax
Profit on disposal of properties1
Investment property fair value movements
Retailing financing fair value movements2
IAS 19 Revised pension financing charge
Defined benefit pension scheme expenses
Acquisition adjustments (note 37(d))
One-off items
Total adjustments
Profit before tax
2014
£m
798
52
–
(8)
(23)
(7)
18
68
100
898
Restated
2013
£m
758
66
(10)
(10)
(16)
(7)
–
(9)
14
772
1
2
Profit on disposal of properties for the financial year comprised £51 million for the Group (2013: £67 million) and £1 million for the property joint ventures (2013: £1 million loss).
Financing fair value movements for the financial year comprised a £5 million loss for the Group (2013: £7 million loss) and a £3 million loss for the joint ventures (2013: £3 million loss).
The tax impact of adjusted items is included within note 8.
One-off items
The credit to one-off items of £68 million includes: the impact of a past service credit net of compensation payments of £148 million as a result of the closure
of the Sainsbury’s defined benefit pension scheme to future accrual; an impairment of £92 million; costs of £45 million in relation to the Sainsbury’s Bank
acquisition; a Nectar VAT upside of £76 million and other one-off costs of £19 million mainly in relation to internal restructuring and a provision for a
commercial item, for which we intend to defend our position.
The past service credit net of compensation payments of £148 million includes £10 million of compensation payments to employees on transition to the
Group’s defined contribution schemes.
An impairment of £92 million has been recognised within administrative expenses to write down the value of certain sites where the Group no longer intends
to build a supermarket following a review of the Group’s property pipeline. The recoverable amount of these sites has been determined on a fair value less costs
to dispose basis.
Costs of £45 million have been incurred in finalising the transaction to purchase the remaining 50 per cent of Sainsbury’s Bank and transitioning the Bank to a
new, more flexible banking platform.
Accounting for VAT on the redemption of Nectar points has been the subject of a legal case over a number of years between HMRC and Aimia, the company
who administer the Nectar scheme. A Supreme Court ruling in June 2013 ruled in favour of Aimia, thereby enabling Sainsbury’s to recognise an upside of £76
million relating to historic VAT overpayments.
The prior year one-off item of £9 million included £20 million of transaction and transition costs incurred relating to the ongoing purchase of the remaining
50 per cent of Sainsbury’s Bank; other one-off costs of £5 million incurred for internal restructuring; and the release of a disposal provision for indemnities of
£16 million which was no longer required.
J Sainsbury plc Annual Report and Financial Statements 2014
93
4 Segment reporting
The Group’s businesses are organised into three operating segments:
• Retailing (Supermarkets and Convenience);
• Financial services (Sainsbury’s Bank); and
• Property investments (The British Land Company PLC joint venture and Land Securities Group PLC joint venture).
Management have determined the operating segments based on the information provided to the Operating Board (the Chief Operating Decision Maker for the
Group) to make operational decisions on the management of the Group. All material operations and assets are in the UK. The business of the Group is not
subject to highly seasonal fluctuations, although within retailing there is an increase in trading in the period leading up to Christmas.
The Group has continued to include additional disclosure analysing the Group’s Financial services and Property investment joint ventures into separate
reportable segments. As disclosed in note 14, Sainsbury’s Bank has been accounted for as a 50 per cent owned joint venture for the 46 weeks to 31 January
2014 and consolidated as a 100 per cent owned subsidiary for the four weeks to 28 February 2014. Results for the periods pre and post the acquisition of the
additional 50 per cent of shares in Sainsbury’s Bank are included in the Financial services segment.
Revenue from operating segments is measured on a basis consistent with the revenue number disclosure in the income statement. Revenue is generated by
the sale of goods and services, as set out in note 2.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Segment
capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period.
The Operating Board assesses the performance of all segments on the basis of underlying profit before tax. The reconciliation provided below reconciles
underlying operating profit from each of the segments disclosed to profit before tax.
52 weeks to 15 March 2014
Segment revenue
Retailing sales to external customers
Financial services to external customers
Underlying revenue
Acquisition adjustment fair value unwind1
Revenue
Underlying operating profit
Underlying finance income
Underlying finance costs
Underlying share of post-tax (loss)/profit from joint ventures and associates
Underlying profit before tax
Profit on disposal of properties
Retailing financing fair value movements
IAS 19 Revised pension financing charge
Defined benefit pension scheme expenses
Acquisition adjustments
One-off items
Profit before tax
Income tax expense
Profit for the financial period
Assets
Investment in joint ventures and associates (note 14)
Segment assets
Segment liabilities
Other segment items
Capital expenditure (including acquisitions through business combinations)2
Depreciation expense (note 11)
Amortisation expense (note 12)3
Share-based payments
Retailing
£m
23,921
–
23,921
–
23,921
873
20
(131)
(4)
758
51
(5)
(23)
(7)
–
113
887
Financial
services
£m
Property
investments
£m
–
25
25
3
28
6
–
–
18
24
–
–
–
–
18
(45)
(3)
–
–
–
–
–
–
–
–
16
16
1
(3)
–
–
–
–
14
Group
£m
23,921
25
23,946
3
23,949
879
20
(131)
30
798
52
(8)
(23)
(7)
18
68
898
(182)
716
12,023
3
12,026
(6,907)
4,113
–
4,113
(3,628)
–
401
401
–
16,136
404
16,540
(10,535)
994
536
14
33
131
–
1
–
–
–
–
–
1,125
536
15
33
1 Represents fair value unwind on loans and advances to customers resulting from the Sainsbury’s Bank acquisition, as detailed in note 37(d).
2
Retail capital expenditure consists of property, plant and equipment additions of £975 million and intangible asset additions of £19 million. Financial services capital expenditure consists of property, plant
and equipment additions of £18 million acquired as part of the bank acquisition and intangible asset additions (including goodwill) of £113 million of which £88 million was acquired as part of the bank
acquisition, as detailed in note 12.
Amortisation expense within the Financial services segment includes £1 million of intangible asset amortisation arising from acquisition fair value adjustments, as detailed in note 37(d).
3
94
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued 4 Segment reporting continued
52 weeks to 16 March 2013 Restated
Segment revenue
Underlying operating profit
Underlying finance income
Underlying finance costs
Underlying share of post-tax profit from joint ventures and associates
Underlying profit before tax
Profit/(loss) on disposal of properties
Retailing financing fair value movements
Investment property fair value movements
IAS 19 Revised pension financing charge
Defined benefit pension scheme expenses
One-off items
Profit before tax
Income tax expense
Profit for the financial period
Assets
Investment in joint ventures and associates (note 14)
Segment assets
Segment liabilities
Other segment items
Capital expenditure1
Depreciation expense (note 11)
Amortisation expense (note 12)
Share-based payments
1
Capital expenditure consists of property, plant and equipment additions of £1,120 million and intangible asset additions of £25 million.
5 Operating profit
Operating profit is stated after charging/(crediting) the following items:
Employee costs (note 7)
Depreciation expense (note 11)
Amortisation expense (note 12)1
Profit on disposal of properties (note 3)
Operating lease rentals – land and buildings
– other leases
– sublease payments received
Foreign exchange losses
Impairment losses on loans and advances
Acquisition adjustments (excluding amortisation on acquired intangibles)2
One-off items (note 3)3
Retailing
£m
23,303
831
19
(130)
–
720
67
(7)
–
(16)
(7)
11
768
12,163
–
12,163
(6,857)
1,145
504
13
33
Financial
services
£m
–
–
–
–
22
22
–
–
–
–
–
(20)
2
Property
investments
£m
–
–
–
–
16
16
(1)
(3)
(10)
–
–
–
2
–
159
159
–
–
–
–
–
–
373
373
–
–
–
–
–
2014
£m
2,435
536
15
(51)
485
59
(41)
6
2
(19)
(68)
Amortisation expense includes £1 million amortisation on acquired intangibles resulting from the Sainsbury’s Bank acquisition fair value adjustments.
1
2 Acquisition adjustments exclude £1 million amortisation on acquired intangibles included in amortisation expense in this note. Acquisition adjustments are detailed in note 37(d).
3 Includes an impairment of £92 million (2013: £nil) as detailed within note 3.
Group
Auditors’ remuneration
Fees payable to the Company’s auditors for the audit of the parent company and consolidated financial statements
Fees payable to the Company’s auditors for other services:
– The audit of the Company’s subsidiaries
– Audit related assurance services
– Tax advisory, tax compliance, and other non-audit fees
Total fees
2014
£m
0.3
0.6
0.2
0.1
1.2
Group
£m
23,303
831
19
(130)
38
758
66
(10)
(10)
(16)
(7)
(9)
772
(170)
602
12,163
532
12,695
(6,857)
1,145
504
13
33
Restated
2013
£m
2,320
504
13
(67)
457
55
(34)
–
–
–
9
2013
£m
0.2
0.5
0.2
0.1
1.0
J Sainsbury plc Annual Report and Financial Statements 2014
95
6 Finance income and finance costs
Interest on bank deposits and other financial assets
Finance income
Borrowing costs:
Secured borrowings
Unsecured borrowings
Obligations under finance leases
Provisions – amortisation of discount (note 22)
Other finance costs:
Interest capitalised – qualifying assets (note 11)
Retailing financing fair value movements1
IAS 19 Revised pension financing charge (note 30)
Finance costs
2014
£m
20
20
(91)
(56)
(8)
(2)
(157)
26
(5)
(23)
(2)
(159)
Restated
2013
£m
19
19
(98)
(55)
(7)
(2)
(162)
32
(7)
(16)
9
(153)
1
Fair value movements relate to fair value adjustments on non-derivative financial assets and liabilities carried at amortised cost and on derivatives relating to financing activities and hedged items in fair
value hedges.
7 Employee costs
Employee costs for the Group during the year amounted to:
Wages and salaries, including bonus and termination benefits
Social security costs
Pension costs – defined contribution schemes
Pension costs – defined benefit schemes (note 30)
Share-based payments expense (note 31)
The average number of employees, including Directors, during the year were:
Full-time
Part-time
Full-time equivalent
Details of key management compensation can be found in note 32 and within the Directors’ Remuneration Report on pages 55 to 73.
8 Income tax expense
Current tax expense:
Current year UK tax
Current year overseas tax
Under/(over) provision in prior years
Deferred tax (credit)/expense:
Origination and reversal of temporary differences
(Over)/under provision in prior years
Effect of change in tax rate
Total deferred tax (credit)/expense (note 21)
Total income tax expense in income statement
96
J Sainsbury plc Annual Report and Financial Statements 2014
2014
£m
2,150
141
77
34
33
2,435
Restated
2013
£m
2,051
133
44
59
33
2,320
Number
000s
Number
000s
49.4
111.1
160.5
107.0
49.1
107.9
157.0
105.0
2014
£m
204
2
8
214
31
(12)
(51)
(32)
182
Restated
2013
£m
172
1
(20)
153
30
19
(32)
17
170
Financial statementsNotes to the financial statements continued
8 Income tax expense continued
The effective tax rate of 20.3 per cent (2013: 22.0 per cent) is lower than (2013: lower than) the standard rate of corporation tax in the UK. The differences are
explained below:
Profit before taxation
Income tax at UK corporation tax rate of 23.04% (2013: 24.08%)
Effects of underlying items:
Disallowed depreciation on UK properties
Over provision in prior years
Revaluation of deferred tax balances
Other
Effects of non-underlying items:
Profit on disposal of properties
Investment property fair value movements
Revaluation of deferred tax balances
Under/(over) provision in prior years
Property impairments
Other
Total income tax expense in income statement
2014
£m
898
207
31
(7)
(31)
(3)
(16)
–
(20)
3
21
(3)
182
Restated
2013
£m
772
186
29
–
(21)
(11)
(5)
2
(11)
(1)
–
2
170
On 20 March 2013, the Chancellor announced that the main rate of UK corporation tax would reduce to 21.0 per cent from 1 April 2014 and to 20.0 per cent
from 1 April 2015. This was substantively enacted on 2 July 2013 and hence the effect of the change on the deferred tax balances has been included in the
2014 figures above.
Income tax (credited) or charged to equity and/or other comprehensive income during the year is as follows:
52 weeks to 15 March 2014
Current tax recognised in equity or other comprehensive income
Deferred tax recognised in equity or other comprehensive income
Revaluation of deferred tax balances
Income tax charged/(credited)
52 weeks to 16 March 2013 Restated
Current tax recognised in equity or other comprehensive income
Deferred tax recognised in equity or other comprehensive income
Revaluation of deferred tax balances
Income tax credited
Share-based
payments
£m
Retirement
benefit
obligations
£m
Fair value
movements
£m
(1)
3
–
2
–
(3)
–
(3)
(34)
(41)
22
(53)
(23)
(61)
8
(76)
1
8
(6)
3
(1)
2
(3)
(2)
Total
£m
(34)
(30)
16
(48)
(24)
(62)
5
(81)
The current and deferred tax in relation to the Group’s defined benefit pension scheme’s remeasurements and available for sale fair value movements have
been charged or credited through other comprehensive income.
J Sainsbury plc Annual Report and Financial Statements 2014
97
9 Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in
issue during the year, excluding those held by the Employee Share Ownership Plan trusts (note 25), which are treated as cancelled.
For diluted earnings per share, the earnings attributable to the ordinary shareholders are adjusted by the interest on the convertible bonds (net of tax). The
weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially dilutive ordinary shares. These represent share options
granted to employees where the exercise price is less than the average market price of the Company’s ordinary shares during the year and the number of
shares that would be issued if all convertible bonds are assumed to be converted.
Underlying earnings per share is provided by excluding the effect of any profit or loss on disposal of properties, investment property fair value movements,
retailing financing fair value movements, impairment of goodwill, IAS 19 Revised pension financing element, defined benefit pension scheme expenses,
acquisition adjustments and one-off items that are material and infrequent in nature. This alternative measure of earnings per share is presented to reflect the
Group’s underlying trading performance.
All operations are continuing for the periods presented.
Weighted average number of shares in issue
Weighted average number of dilutive share options
Weighted average number of dilutive convertible bonds
Total number of shares for calculating diluted earnings per share
Profit for the financial year
Add interest on convertible bonds, net of tax
Diluted earnings for calculating diluted earnings per share
Profit for the financial year attributable to owners of the parent
(Less)/add (net of tax):
Profit on disposal of properties
Investment property fair value movements
Retailing financing fair value movements
IAS 19 Revised pension financing charge
Defined benefit pension scheme expenses
Acquisition adjustments
One-off items
Revaluation of deferred tax balances
Underlying profit after tax
Add interest on convertible bonds, net of tax
Diluted underlying profit after tax
Basic earnings
Diluted earnings
Underlying basic earnings
Underlying diluted earnings
10 Dividend
Amounts recognised as distributions to equity holders in the year:
Final dividend of prior financial year
Interim dividend of current financial year
2014
million
1,896.8
25.4
46.3
1,968.5
£m
716
11
727
£m
716
(53)
–
7
18
5
(17)
(33)
(20)
623
11
634
2013
million
1,881.5
20.5
46.0
1,948.0
Restated
£m
602
11
613
£m
602
(55)
10
8
12
5
–
8
(11)
579
11
590
pence
per share
37.7
36.9
32.8
32.2
Restated
pence
per share
32.0
31.5
30.8
30.3
2014
pence
per share
2013
pence
per share
11.9
5.0
16.9
11.6
4.8
16.4
2014
£m
225
95
320
2013
£m
218
90
308
After the balance sheet date, a final dividend of 12.3 pence per share (2013: 11.9 pence per share) was proposed by the Directors in respect of the 52 weeks to
15 March 2014, resulting in a total final proposed dividend of £234 million (2013: £225 million). The proposed final dividend has not been included as a liability
at 15 March 2014.
98
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued
11 Property, plant and equipment
Cost
At 17 March 2013
Acquisition of subsidiaries (note 37)
Additions
Disposals
Transfer to assets held for sale
At 15 March 2014
Accumulated depreciation and impairment
At 17 March 2013
Depreciation expense for the year
Impairment loss
Disposals
Transfer to assets held for sale
At 15 March 2014
Net book value at 15 March 2014
Capital work-in-progress included above
Cost
At 18 March 2012
Acquisition of subsidiaries
Additions
Disposals
Transfer to assets held for sale
At 16 March 2013
Accumulated depreciation and impairment
At 18 March 2012
Depreciation expense for the year
Disposals
At 16 March 2013
Net book value at 16 March 2013
Capital work-in-progress included above
Group
Land and
buildings
£m
Group
Fixtures and
equipment
£m
9,422
–
580
(341)
(9)
9,652
1,591
168
92
(75)
(2)
1,774
5,551
18
395
(915)
–
5,049
3,578
368
–
(899)
–
3,047
Group
Total
£m
14,973
18
975
(1,256)
(9)
14,701
5,169
536
92
(974)
(2)
4,821
7,878
2,002
9,880
388
77
465
8,918
21
635
(140)
(12)
9,422
1,468
149
(26)
1,591
5,340
–
464
(252)
(1)
5,551
3,461
355
(238)
3,578
14,258
21
1,099
(392)
(13)
14,973
4,929
504
(264)
5,169
7,831
1,973
9,804
397
165
562
Company
Land and
buildings
£m
19
–
–
–
–
19
2
–
1
–
–
3
16
–
19
–
–
–
–
19
2
–
–
2
17
–
Impairment of property, plant and equipment
In accordance with IAS 36 ‘Impairment of Assets’, property, plant and equipment is only tested for impairment in the event that a triggering event is
identified. The Group has determined that for the purposes of impairment testing, following a triggering event, each store is a cash-generating unit (‘CGU’).
The recoverable amounts for the CGUs are based on value in use which is calculated on the cash flows expected to be generated by the units using the latest
budget and forecast data, the results of which are reviewed by the Board. The key assumptions in the value in use calculation are the discount rate, growth
rates and expected changes in margin. Changes in income and expenditure are based on past experience and expectations of future changes in the market.
The forecasts are extrapolated over 25 years assuming a nil growth rate. The discount rate is based on the Group’s pre-tax weighted average cost of capital of
nine per cent (2013: ten per cent).
Non-store assets and the property, plant and equipment of Sainsbury’s Bank are reviewed separately for impairment in the event that a triggering event is
identified. When an impairment review is required, the carrying value of the asset is compared with its value in use using a methodology consistent with that
described above and with its fair value less costs to dispose to determine the recoverable amount.
During the year, an impairment of £92 million (2013: £nil) was recognised to write down the value of certain sites to fair value less costs to dispose.
J Sainsbury plc Annual Report and Financial Statements 2014
99
11 Property, plant and equipment continued
Interest capitalised
Interest capitalised included in additions amounted to £26 million (2013: £32 million) for the Group and £nil (2013: £nil) for the Company. Accumulated
interest capitalised included in the cost of property, plant and equipment net of disposals amounted to £344 million (2013: £330 million) for the Group and
£nil (2013: £nil) for the Company. The capitalisation rate used to determine the amount of borrowing costs eligible for capitalisation is 5.3 per cent
(2013: 5.3 per cent).
Security
Property, plant and equipment of 125 (2013: 128) supermarket properties, with a net book value of £2,133 million (2013: £2,213 million) has been pledged as
security for the long-term financing (note 20).
In addition, property, plant and equipment of a further six supermarket properties, with a net book value of £66 million (2013: £67 million) has been pledged
as security to underpin the residual value guarantee given by the Group with regards to 16 supermarket properties sold in March 2000 and ten supermarket
properties sold in July 2000.
On 17 June 2010 property, plant and equipment comprising eight supermarket properties, with a net book value of £167 million were transferred to the
Sainsbury’s Property Scottish Partnership (‘the partnership’). On 25 March 2011 a further 13 properties with a net book value of £345 million were transferred
to the partnership (see note 30).
Analysis of assets held under finance leases
Group
Cost
Accumulated depreciation and impairment
Net book value
12 Intangible assets
Group
Cost
At 17 March 2013
Acquisition of subsidiaries (note 37)
Additions
Disposals
At 15 March 2014
Accumulated amortisation and impairment
At 17 March 2013
Amortisation expense for the year
Disposals
Impairment
At 15 March 2014
Net book value at 15 March 2014
Cost
At 18 March 2012
Acquisition of subsidiaries
Additions
Disposals
Disposal of subsidiaries
At 16 March 2013
Accumulated amortisation and impairment
At 18 March 2012
Amortisation expense for the year
Disposals
At 16 March 2013
Net book value at 16 March 2013
100
J Sainsbury plc Annual Report and Financial Statements 2014
2014
Land and
buildings
£m
63
(27)
36
2014
Fixtures and
equipment
£m
15
(13)
2
2014
Total
£m
78
(40)
38
2013
Land and
buildings
£m
62
(26)
36
2013
Fixtures and
equipment
£m
15
(9)
6
Goodwill
£m
Computer
software
£m
Acquired
intangibles
£m
Other
£m
100
45
–
–
145
–
–
–
1
1
144
100
1
–
–
(1)
100
–
–
–
–
100
188
4
42
(48)
186
131
12
(47)
–
96
90
172
–
16
–
–
188
123
8
–
131
57
–
39
–
–
39
–
1
–
–
1
38
–
–
–
–
–
–
–
–
–
–
–
46
–
2
–
48
32
2
–
–
34
14
48
–
8
(10)
–
46
37
5
(10)
32
14
2013
Total
£m
77
(35)
42
Total
£m
334
88
44
(48)
418
163
15
(47)
1
132
286
320
1
24
(10)
(1)
334
160
13
(10)
163
171
Financial statementsNotes to the financial statements continued
12 Intangible assets continued
Acquired intangibles relating to customer relationships, purchased credit card relationships and the value of core deposits were recognised as part of the fair
value accounting on the acquisition of Sainsbury’s Bank. Other intangibles primarily comprise of pharmacy licences.
The goodwill balance above relates primarily to the Group’s acquisitions of Sainsbury’s Bank plc (£45 million), Bells Stores Ltd, Jacksons Stores Ltd (£55 million),
J.B. Beaumont Limited, S.L. Shaw Limited, Culcheth Provision Stores Ltd, Town Centre Retail (Bicester) Ltd, SW Dewsbury Ltd, Anobii Ltd and Portfolio
Investments Ltd and is allocated to the respective cash-generating units (‘CGUs’) or group of CGUs within the retailing or financial services segment. The CGUs
to which goodwill has been allocated and the level at which it is monitored in the retailing segment are deemed to be the respective acquired retail chains of
stores whilst within financial services, Sainsbury’s Bank is deemed a separate CGU.
The value of the goodwill was tested for impairment during the current financial year by means of comparing the recoverable amount of each CGU with the
carrying value of its goodwill.
To calculate the retail CGUs value in use, Board approved cash flows for the following financial year are assumed to remain flat and are discounted at a pre-tax
rate of nine per cent (2013: ten per cent) over a 25 year period, being the estimated average remaining useful life of a store. To calculate Sainsbury’s Bank value
in use, Board approved cash flows are discounted at a pre-tax rate of nine per cent over a five year period with a terminal value. Changes in income and
expenditure are based on past experience and expectations of future changes in the market. Based on the operating performance of the respective CGUs, an
impairment loss of £1 million was identified in the current financial year (2013: £nil). The valuations indicate sufficient headroom such that a reasonably
possible change to key assumptions would not result in an impairment of the related goodwill.
13 Investments in subsidiaries
Shares in subsidiaries – Company
Beginning of year
Additions
Provision for diminution in value of investment
End of year
2014
£m
7,316
381
(135)
7,562
2013
£m
7,285
33
(2)
7,316
The Company’s principal operating subsidiaries, all of which are directly owned by the Company, are:
JS Insurance Limited
JS Information Systems Limited
Sainsbury’s Supermarkets Ltd
Sainsbury’s Bank plc
Principal activity
Insurance
IT services
Retailing
Financial services
Share of ordinary
allotted capital and
voting rights
100%
100%
100%
100%
Country of
registration or
incorporation
Isle of Man
England
England
England
All principal operating subsidiaries operate in the countries of their registration or incorporation. Sainsbury’s Bank plc has been consolidated for four weeks to
28 February 2014, the Bank’s nearest month-end to the Group’s year-end. Adjustments have been made for the effects of significant transactions or events
that occurred between this date and the Group’s balance sheet date.
The Company has taken advantage of the exemption in s410 of the Companies Act 2006 to disclose a list comprising solely the principal subsidiaries. A full list
of subsidiaries will be sent to Companies House with the next annual return.
During the year, a provision of £135 million (2013: £2 million) was made against investments in subsidiaries where the carrying value exceeded the
recoverable amount.
The Group has an interest in two partnerships, Sainsbury’s Property Scottish Partnership and Sainsbury’s Property Scottish Limited Partnership, which are
fully consolidated into these Group accounts. The Group has taken advantage of the exemption conferred by Regulation 7 of the Partnerships (Accounts)
Regulations 2008 and has therefore not appended the accounts of these qualifying partnerships to these accounts. Separate accounts for these partnerships
are not required to be, and have not been, filed at Companies House.
J Sainsbury plc Annual Report and Financial Statements 2014
101
14 Investments in joint ventures and associates
At 17 March 2013
Additions
Disposals
Other adjustments
Share of retained profit:
Underlying profit after tax
Retailing financing fair value movements
Share of profit on disposal of properties
Dividends received
Movements in other comprehensive income (note 24)
At 15 March 2014
At 18 March 2012
Additions
Disposals
Other adjustments1
Share of retained profit:
Underlying profit after tax
Investment property fair value movements
Retailing financing fair value movements
Share of loss on disposal of properties
Dividends received
Movements in other comprehensive income (note 24)
At 16 March 2013
Group shares
at cost
£m
390
13
(85)
–
Group share
of post-
acquisition
reserves
£m
142
–
(92)
7
Group Total
£m
532
13
(177)
7
Company
shares at cost
£m
91
–
(85)
–
–
–
–
–
318
–
318
433
4
(5)
(42)
–
–
–
–
–
390
–
390
30
(3)
1
(1)
84
2
86
133
–
–
–
38
(10)
(3)
(1)
(18)
139
3
142
30
(3)
1
(1)
402
2
404
566
4
(5)
(42)
38
(10)
(3)
(1)
(18)
529
3
532
–
–
–
–
6
–
6
91
–
–
–
–
–
–
–
–
91
–
91
1
The other adjustment includes the offset of a creditor balance of £43 million due to The Harvest Limited Partnership against the investment held in the joint venture by the Group. This was agreed with Land
Securities Group PLC.
The Group’s principal joint ventures are:
BL Sainsbury Superstores Limited (property investment)
Year-end
31 March
Share of ordinary
allotted capital
50%
Country of registration or
incorporation
England
On 31 January 2014, the Group acquired an additional 50 per cent of the share capital of Sainsbury’s Bank plc, previously a joint venture, making the company
a wholly-owned subsidiary which has been consolidated within the Group results from the date of acquisition onwards. The acquisition of Sainsbury’s Bank has
been detailed in note 37.
Where relevant, management accounts for the joint ventures have been used to include the results up to 15 March 2014. The Group’s share of the assets,
liabilities, income and expenses of its principal joint ventures are detailed below:
Non-current assets
Current assets
Current liabilities
Non-current liabilities
Net assets
Income
Expenses
Investment property fair value movements
Profit after tax
Investments in joint ventures at 15 March 2014 include £5 million of goodwill (2013: £5 million).
2014
£m
666
46
(48)
(265)
399
213
(185)
–
28
2013
£m
1,418
1,763
(1,809)
(845)
527
208
(174)
(10)
24
102
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued
15 Available-for-sale financial assets
Non-current
Unlisted equity investments
Investment securities
Interest bearing financial assets
Other financial asset
Group
2014
£m
2
32
37
184
255
Group
2013
£m
1
–
34
154
189
Company
2014
£m
Company
2013
£m
–
–
37
–
37
–
–
34
–
34
The other financial asset represents the Group’s beneficial interest in a commercial property investment pool. The fair value of the other financial asset is based
on discounted cash flows assuming a property rental growth rate of three per cent (2013: three per cent) and a weighted average cost of capital of nine per
cent (2013: ten per cent). There were no disposals or impairment provisions on available-for-sale financial assets in either the current or the previous financial
year (see note 29 for sensitivity analysis).
Investment securities of £32 million (2013: £nil) relate to a euro denominated floating rate note held by Sainsbury’s Bank. The fair value movement on
investment securities classified as available for sale is £1 million (2013: £nil).
16 Inventories
Goods held for resale
Development properties
2014
£m
1,001
4
1,005
2013
£m
973
14
987
The amount of inventories recognised as an expense and charged to cost of sales for the 52 weeks to 15 March 2014 was £17,883 million (2013: £17,602 million).
17 Receivables
(a) Trade and other receivables
Non-current
Amounts owed by Group entities
Other receivables
Current
Trade receivables
Amounts owed by Group entities
Other receivables
Prepayments and accrued income
Group
2014
£m
–
26
26
125
–
247
372
61
433
Group
2013
£m
Company
2014
£m
Company
2013
£m
–
38
38
128
–
130
258
48
306
1,229
–
1,229
–
1,422
–
1,422
6
1,428
1,229
35
1,264
–
1,232
20
1,252
2
1,254
Non-current other receivables of £26 million (2013: £38 million) include £nil of floating rate subordinated undated loan capital (2013: £5 million) and £nil of
floating rate subordinated dated loan capital due from Sainsbury’s Bank (2013: £30 million).
Trade receivables are non-interest bearing and are on commercial terms. Current other receivables of £247 million (2013: £130 million), which include
£117 million (2013: £nil) of bank funds in the course of settlement, are generally non-interest bearing, other than £nil (2013: £20 million) of floating rate
subordinated undated loan capital due from Sainsbury’s Bank. The carrying amounts of trade and other receivables are denominated in sterling.
Following the acquisition of Sainsbury’s Bank, an additional £25 million floating rate subordinated undated loan capital and £30 million floating rate
subordinated dated loan capital was acquired from Lloyds Banking Group. In February 2014, both the existing and acquired floating rate subordinated undated
loan capital, totalling £50 million, were repaid. Current amounts owed by Group entities to the Company include £60 million floating rate subordinated dated
loan capital as detailed in note 32.
The Group’s exposure to credit risk arising from its retail operations is minimal given that the customer base is large and unrelated and that the overwhelming
majority of customer transactions are settled through cash or secure electronic means. New parties wishing to obtain credit terms with the Group are credit
checked prior to invoices being raised and credit limits are determined on an individual basis.
J Sainsbury plc Annual Report and Financial Statements 2014
103
2014
£m
2013
£m
1,323
(31)
1,292
1,335
(52)
1,283
2014
£m
(83)
(2)
2
(83)
–
–
–
–
–
–
2013
£m
–
–
–
–
17 Receivables continued
(b) Amounts due from Sainsbury’s Bank customers
Non-current
Loans and advances to customers
Impairment of loans and advances
Current
Loans and advances to customers
Impairment of loans and advances
Acquisition of subsidiaries (note 37(a))
Additional provisions
Utilisation of provision
Closing provision
(d) Major counterparties
Major counterparties are identified as follows:
Trade receivables
Other receivables
Related parties
Loans and advances to customers accrue interest at commercial borrowing rates. Refer to note 28 for details on Sainsbury’s Bank credit risk.
(c) Provision for impairment of loans and advances
2014
Number of
counterparties
2
2
1
2014
Balance
£m
24
26
28
2013
Number of
counterparties
2
2
2
2013
Balance
£m
28
27
76
Significant trade receivables identified above relate to amounts receivable from credit card companies and balances due from external suppliers.
At 15 March 2014, two significant other receivables were identified, being amounts due from the National Health Service of £15 million and CBRE of
£11 million (2013: £16 million and £11 million) respectively.
The related party receivable in 2014 is from the Group’s joint venture The Harvest Ltd Partnership, while in 2013 related party receivables were from The Harvest
Ltd Partnership and Sainsbury’s Bank. Loans are approved by the Investment Committee and Sainsbury’s Bank loans are determined by capital funding
requirements of the Prudential Regulation Authority.
No major counterparty balances are considered overdue or impaired.
18 Non-current assets held for sale
Non-current assets held for sale of £7 million (2013: £13 million) relate to properties held in the retailing segment. Sale of these assets is expected to occur in
the financial year beginning 16 March 2014. Assets held for sale at 16 March 2013 were sold during the financial year ended 15 March 2014.
104
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued
19 Payables
(a) Trade and other payables
Current
Trade payables
Amounts owed to Group entities
Other payables
Accruals and deferred income
Non-current
Amounts owed to Group entities
Other payables
Accruals and deferred income
Group
2014
£m
1,846
–
590
256
2,692
–
10
194
204
Group
2013
£m
Company
2014
£m
Company
2013
£m
1,908
–
534
284
2,726
–
3
170
173
–
4,427
30
–
4,457
863
–
–
863
–
4,514
57
–
4,571
876
–
–
876
The Group’s policy on payment of creditors is to agree terms of payment prior to commencing trade with a supplier and to abide by those terms on the timely
submission of satisfactory invoices.
Deferred income includes accounting for leases with fixed rental increases and lease incentives on a straight-line basis over the term of the lease.
Foreign currency risk
The Group has net euro denominated trade payables of £11 million (2013: £12 million) and US dollar denominated trade payables of £35 million
(2013: £19 million).
(b) Amounts due to Sainsbury’s Bank customers
Current
Customer accounts
Non-current
Customer accounts
Amounts due to Sainsbury’s Bank customers are generally repayable on demand and accrue interest at commercial deposit rates.
2014
£m
2013
£m
3,245
3,245
302
302
–
–
–
–
J Sainsbury plc Annual Report and Financial Statements 2014
105
20 Borrowings
Group
Secured loans:
Loan due 2018
Loan due 2031
Unsecured loans:
Bank overdrafts
Revolving credit facility
Bank loan due 2014
Bank loans due 2015
Bank loans due 2016
Bank loans due 2017
Bank loans due 2018
Convertible bond due 2014
Other loans due 2015
Finance lease obligations
Total borrowings
Company
Bank overdrafts
Revolving credit facility
Bank loan due 2014
Bank loans due 2015
Bank loans due 2016
Bank loans due 2017
Bank loans due 2018
Convertible bond due 2014
Other loans due 2015
Total borrowings
2014
Current
£m
2014
Non-current
£m
88
28
13
–
69
96
–
–
–
189
24
27
534
2014
Current
£m
7
–
25
96
–
–
–
189
24
341
868
827
–
200
–
92
42
60
–
–
–
161
2,250
2014
Non-current
£m
–
200
–
92
42
60
–
–
–
394
2014
Total
£m
956
855
13
200
69
188
42
60
–
189
24
188
2,784
2014
Total
£m
7
200
25
188
42
60
–
189
24
735
2013
Current
£m
2013
Non-current
£m
82
21
13
–
–
23
–
–
4
1
–
21
165
2013
Current
£m
–
–
–
19
–
–
4
1
–
24
957
847
–
–
25
268
43
111
19
183
25
139
2,617
2013
Non-current
£m
–
–
25
227
43
111
19
183
25
633
2013
Total
£m
1,039
868
13
–
25
291
43
111
23
184
25
160
2,782
2013
Total
£m
–
–
25
246
43
111
23
184
25
657
Secured loans
Secured loans are secured on 125 (2013: 128) supermarket properties (note 11) and comprise loans from two finance companies:
• a fixed rate amortising loan with an outstanding principal value of £929 million (2013: £1,002 million) at a weighted average rate of 5.37 per cent stepping
up to 5.41 per cent and carrying amount of £956 million (2013: £1,039 million) with a final repayment date of April 2018; and
• an inflation linked amortising loan with an outstanding principal value of £829 million (2013: £841 million) at a fixed real rate of 2.36 per cent where
principal and interest are uplifted annually by RPI subject to a cap at five per cent and floor at nil per cent with a carrying amount of £855 million
(2013: £868 million) with a final repayment date of April 2031.
The Group has entered into interest rate swaps to convert £211 million (2013: £211 million) of the £929 million (2013: £1,002 million) loan due 2018 from fixed
to floating rates of interest. These transactions have been accounted for as fair value hedges (note 29). In previous years, £572 million of swaps accounted for
as fair value hedges were de-designated from their fair value hedging relationship. The fair value adjustment of the debt previously hedged by these swaps will
be amortised over the remaining life of the loans, resulting in an amortisation charge to the income statement in the current financial year of £1 million
(2013: £1 million).
The Group has entered into inflation swaps to convert £400 million (2013: £300 million) of the £829 million (2013: £841 million) loan due 2031 from RPI linked
interest to fixed rate interest for periods maturing April 2017 to April 2019. These transactions have been designated as cash flow hedges (note 29).
Bank overdrafts
Bank overdrafts are repayable on demand and bear interest at a spread above the bank base rates.
Revolving credit facility
In February 2014 the Group entered into a new syndicated committed revolving credit facility for £1,150 million replacing the £690 million facility maturing
in October 2015. The new £1,150 million facility is split into two tranches, a £500 million Facility (A) maturing in March 2017 and a £650 million Facility (B)
maturing in March 2019. At 15 March 2014, £200 million had been drawn under Facility (A) (2013: £nil).
The revolving credit facility incurs commitment fees at market rates and drawdowns bear interest at a spread above LIBOR.
Bank loan due 2014
In February 2014 the Group issued prepayment notices for the early repayment in April 2014 of a £25 million loan due July 2014 and for the early repayment
in May 2014 of a £40 million loan due May 2015.
106
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued 20 Borrowings continued
Bank loans due 2015
Bank loans due 2015 comprise a £20 million loan due March 2015 at floating rates of interest; a €50 million loan due March 2015 at floating rates of interest
swapped into a £45 million floating rate loan; a US$69 million loan due March 2015 at floating rates of interest swapped into a £44 million floating rate loan
and a €40 million loan due March 2015 at floating rates of interest swapped into a £34 million floating rate loan. A £50 million loan due June 2015 at floating
rates of interest was swapped into a fixed rate loan. The £50 million loan and associated interest rate swap have been designated as a cash flow hedge.
In February 2014, the Group prepaid a £54 million amortising loan due May 2015 without penalty.
Bank loans due 2016
Bank loans due 2016 comprise a €50 million loan due September 2016 at floating rates of interest swapped into a £44 million floating rate loan.
Bank loans due 2017
Bank loans due 2017 comprise a US$100 million loan due March 2017 at floating rates of interest swapped into a £63 million fixed rate loan. The US$100
million loan and associated cross currency swap have been designated as a cash flow hedge.
In February 2014, the Group prepaid a £45 million loan due February 2017 without penalty.
Bank loans due 2018
In February 2014, the Group prepaid a £23 million amortising bank loan due June 2018 without penalty.
Convertible bond due 2014
In July 2009, the Group issued £190 million of unsecured convertible bonds due July 2014. The bonds pay a coupon of 4.25 per cent payable semi-annually.
Each bond is convertible into ordinary shares of J Sainsbury plc at any time up to 9 July 2014 at a current conversion price of 405 pence.
The net proceeds of the convertible bond have been split into a liability component of £166 million and an equity component of £24 million. The equity
component represents the fair value of the embedded option to convert the bond into ordinary shares of the Company.
Liability component as at the beginning of the financial year
Interest expense
Interest paid
Other1
Liability component as at the end of the financial year
1 Other relates to fair value movements and fees.
2014
£m
184
14
(8)
(1)
189
2013
£m
179
14
(8)
(1)
184
Other loans due 2015
Other loans due 2015 comprise three non-bank fixed rate loans due March 2015 totalling €28 million swapped into a £23 million floating rate loan. These
transactions have been accounted for as fair value hedges (note 29).
Finance lease obligations
Amounts payable under finance leases:
Within one year
In the second to fifth years inclusive
After five years
Less: future finance charges
Present value of lease obligations
Disclosed as:
Current
Non-current
Minimum lease
payments
2014
£m
Minimum lease
payments
2013
£m
Present value of
minimum lease
payments
2014
£m
Present value of
minimum lease
payments
2013
£m
27
101
60
188
21
75
64
160
35
122
195
352
(164)
188
27
161
188
27
94
201
322
(162)
160
21
139
160
Finance leases have effective interest rates ranging from 2.4 per cent to 9.0 per cent (2013: 2.4 per cent to 9.0 per cent). The average remaining lease term is
68 years (2013: 69 years).
J Sainsbury plc Annual Report and Financial Statements 2014
107
41
13
(22)
58
(15)
3
61
7
(8)
48
Capital
losses
£m
29
–
(4)
25
32
(3)
29
(3)
(2)
–
12
12
5
3
(1)
–
19
Other
£m
(43)
–
(2)
–
6
–
(39)
(40)
(7)
–
4
–
(43)
2014
£m
(345)
118
(227)
Fair value
movements
£m
1
(1)
–
–
Rolled over
capital gains
£m
(29)
–
4
(25)
1
–
1
(32)
3
(29)
2014
£m
(25)
25
–
Total
£m
(277)
4
(19)
30
51
(16)
(227)
(317)
(49)
62
32
(5)
(277)
2013
£m
(393)
116
(277)
Total
£m
1
(1)
–
–
1
–
1
2013
£m
(29)
30
1
21 Deferred taxation
The movements in deferred income tax assets and liabilities during the financial year, prior to the offsetting of the balances within the same tax jurisdiction,
are shown below.
Accelerated
capital
allowances
£m
(214)
–
12
Capital losses
£m
49
–
6
Fair value
movements
£m
(36)
4
–
Rolled over
capital gains
£m
(100)
–
(11)
Retirement
benefit
obligations
£m
48
–
(22)
Share-based
payment
£m
19
–
(2)
Group
At 17 March 2013
Acquisition of subsidiary (note 37)
Credit/(charge) to income statement
(Charge)/credit to equity or other comprehensive
income
Rate change adjustment to income statement
Rate change adjustment to equity
At 15 March 2014
At 18 March 2012 Restated
(Charge)/credit to income statement
(Charge)/credit to equity or other comprehensive
income
Rate change adjustment to income statement
Rate change adjustment to equity
At 16 March 2013 Restated
–
26
–
(176)
(193)
(39)
–
18
–
(214)
–
(7)
–
48
57
(4)
–
(4)
–
49
(8)
–
6
(34)
(37)
–
(2)
–
3
(36)
–
15
–
(96)
(101)
(7)
–
8
–
(100)
Group
Total deferred income tax liabilities
Total deferred income tax assets
Net deferred income tax liability recognised in non-current liabilities
Company
At 17 March 2013
Charge to income statement
Rate change adjustment to income statement
At 15 March 2014
At 18 March 2012
Rate change adjustment to income statement
At 16 March 2013
Company
Total deferred income tax liabilities
Total deferred income tax assets
Net deferred income tax asset
Deferred income tax assets have been recognised in respect of all temporary differences giving rise to deferred income tax assets because it is probable that
these assets will be recovered. Deferred income tax assets and liabilities are only offset where there is a legally enforceable right of offset and the deferred
income tax assets and the deferred income tax liabilities relate to income taxes levied by the same taxation authority.
108
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued
22 Provisions
At 17 March 2013
Acquired through business combinations
Additional provisions
Unused amounts reversed
Utilisation of provision
Amortisation of discount
At 15 March 2014
At 18 March 2012
Additional provisions
Unused amounts reversed
Utilisation of provision
Amortisation of discount
At 16 March 2013
Disclosed as:
Current
Non-current
Group
onerous leases
£m
38
–
1
(1)
(10)
1
29
Group disposal
provisions
£m
1
–
–
–
–
–
1
Group long
service awards
£m
7
–
–
–
(1)
1
7
Other
provisions
£m
4
14
16
–
(2)
–
32
Group
total
£m
50
14
17
(1)
(13)
2
69
Company
onerous leases
£m
2
–
1
–
–
–
3
48
4
(8)
(8)
2
38
17
–
(16)
–
–
1
7
–
–
–
–
7
–
4
–
–
–
4
72
8
(24)
(8)
2
50
Group
2014
£m
40
29
69
2
–
–
–
–
2
Group
2013
£m
11
39
50
Company
disposal
provision
£m
1
–
–
–
–
–
1
17
–
(16)
–
–
1
Company
total
£m
3
–
1
–
–
–
4
19
–
(16)
–
–
3
Company
2014
£m
Company
2013
£m
2
2
4
1
2
3
The onerous lease provision covers residual lease commitments of up to an average of 29 years (2013: 26 years), after allowance for existing or anticipated
sublet rental income.
The disposal provision was released during the prior year as any potential liability arising is no longer considered probable. See note 36.
Long service awards are accrued over the period the service is provided by the employee.
The other provisions of £32 million (2013: £4 million) include £14 million of provisions acquired with Sainsbury’s Bank, of which £6 million relate to potential
customer redress in respect of Card Protection Plan insurance and similar products and £4 million to the Financial Services Compensation Scheme levy.
Additional provisions of £16 million included within other provisions mainly include a commercial item for which we intend to defend our position.
23 Called up share capital and share premium account
Group and Company
Called up share capital
Allotted and fully paid – ordinary shares
Share premium account
Share premium
The movements in the called up share capital and share premium accounts are set out below:
At 17 March 2013
Allotted in respect of share option schemes
At 15 March 2014
At 18 March 2012
Allotted in respect of share option schemes
At 16 March 2013
2014
million
2013
million
1,907
1,893
2014
£m
545
2013
£m
541
1,091
1,075
Ordinary
shares
million
1,893
14
1,907
1,883
10
1,893
Ordinary
shares
£m
541
4
545
538
3
541
Share
premium
account
£m
1,075
16
1,091
1,061
14
1,075
J Sainsbury plc Annual Report and Financial Statements 2014
109
24 Capital redemption and other reserves
Group
At 17 March 2013
Currency translation differences
Available-for-sale financial assets fair value movements (net of tax):
Group
Cash flow hedges effective portion of fair value movements (net of tax):
Group
Joint ventures (note 14)
Items reclassified from cash flow hedge reserve
Amortisation of convertible bond equity component
At 15 March 2014
At 18 March 2012 Restated
Currency translation differences
Available-for-sale financial assets fair value movements (net of tax):
Group
Joint ventures (note 14)
Cash flow hedges effective portion of fair value movements (net of tax):
Group
Joint ventures (note 14)
Items reclassified from cash flow hedge reserve
Amortisation of convertible bond equity component
At 16 March 2013 Restated
Company
At 17 March 2013
Items reclassified from cash flow hedge reserve
Amortisation of convertible bond equity
At 15 March 2014
At 18 March 2012
Available-for-sale financial assets fair value movements (net of tax)
Cash flow hedges effective portion of changes in fair value
Items reclassified from cash flow hedge reserve
Amortisation of convertible bond equity
At 16 March 2013
Currency
translation
reserve
£m
–
(2)
Available-
for-sale
assets
£m
122
–
Cash flow
hedge
reserve
£m
11
–
Convertible
bond
reserve
£m
7
–
Total
other
reserves
£m
140
(2)
Capital
redemption
reserve
£m
680
–
–
–
–
–
–
(2)
(1)
1
–
–
–
–
–
–
–
31
–
–
–
–
153
107
–
13
2
–
–
–
–
122
–
(43)
2
4
–
(26)
(7)
–
–
–
22
1
(5)
–
11
–
–
–
–
(5)
2
12
–
–
–
–
–
–
(5)
7
31
(43)
2
4
(5)
127
111
1
13
2
22
1
(5)
(5)
140
–
–
–
–
–
680
680
–
–
–
–
–
–
–
680
Available-
for-sale
assets
£m
6
–
–
6
Convertible
bond
reserve
£m
7
–
(5)
2
Cash flow
hedge
reserve
£m
(2)
1
–
(1)
Total
other
reserves
£m
11
1
(5)
7
Capital
redemption
reserve
£m
680
–
–
680
2
4
–
–
–
6
12
–
–
–
(5)
7
–
–
(1)
(1)
–
(2)
14
4
(1)
(1)
(5)
11
680
–
–
–
–
680
As part of the IAS 19 Revised restatement, remeasurements on defined benefit pension schemes have been reclassified from other reserves to retained earnings.
The currency translation reserve represents the cumulative foreign exchange differences on the translation of the net assets of the Group’s foreign operations
from their functional currency to the presentation currency of the parent.
The available-for-sale assets reserve represents the fair value gains and losses on the available-for-sale financial assets held by the Group. The cash flow hedge
reserve represents the cumulative effective fair value gains and losses on cash flow hedges in the Group.
The convertible bond reserve represents the equity component of the £190 million convertible bond issued in July 2009.
The capital redemption reserve arose on the redemption of B shares. Shareholders approved a £680 million return of share capital, by way of a B share scheme,
at the Company’s Extraordinary General Meeting on 12 July 2004. The final redemption date for B Shares was 18 July 2007 and all transactions relating to the
B shares have now been completed.
110
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued
25 Retained earnings
At 17 March 2013
Profit for the year
Remeasurements on defined benefit pension schemes (net of tax)
Dividends paid
Share-based payment (net of tax)
Shares vested
Allotted in respect of share option schemes
Utilised in respect of share option schemes
Amortisation of convertible bond equity
At 15 March 2014
At 18 March 2012 Restated
Profit for the year
Remeasurements on defined benefit pension schemes (net of tax)
Dividends paid
Share-based payment (net of tax)
Shares vested
Allotted in respect of share option schemes
Utilised in respect of share option schemes
Amortisation of convertible bond equity
At 16 March 2013 Restated
Group
Own shares
£m
(21)
–
–
–
–
12
–
–
–
(9)
Group
Profit and
loss account
£m
3,422
716
(273)
(320)
31
–
(12)
–
5
3,569
Group
Total retained
earnings
£m
3,401
716
(273)
(320)
31
12
(12)
–
5
3,560
(22)
–
–
–
–
1
–
–
–
(21)
3,353
602
(263)
(308)
36
–
(3)
–
5
3,422
3,331
602
(263)
(308)
36
1
(3)
–
5
3,401
Company
Retained
earnings
£m
1,952
378
–
(320)
–
–
33
(2)
5
2,046
1,940
284
–
(308)
–
–
32
(1)
5
1,952
Own shares held by Employee Share Ownership Plan (‘ESOP’) trusts
The Group owned 2,061,793 (2013: 5,273,310) of its ordinary shares of 284/7 pence nominal value each. At 15 March 2014, the total nominal value of the own
shares was £1 million (2013: £2 million).
All shares (2013: all shares) are held by an ESOP trust for the Executive Share Plans. The ESOP trusts waive the rights to the dividends receivable in respect of the
shareholder under the above schemes.
The cost of the own shares is deducted from equity in the Group financial statements. The market value of the own shares at 15 March 2014 was £6 million
(2013: £19 million).
J Sainsbury plc Annual Report and Financial Statements 2014
111
26 Notes to the cash flow statements
(a) Reconciliation of operating profit to cash generated from operations
Profit before tax
Net finance costs
Share of post-tax profits of joint ventures (note 14)
Dividend income from subsidiaries
Operating profit
Adjustments for:
Depreciation expense
Amortisation expense
Non-cash acquisition adjustments (note 5)
Sainsbury’s Bank impairment losses on loans and advances
Profit on disposal of properties
Impairment of property, plant and equipment
Impairment of intangible assets
Nectar VAT recovery
Foreign exchange differences
Share-based payments expense
Retirement benefit obligations1
Provision for diminution in value of investment
Write down of advances to Group companies
Operating cash flows before changes in working capital
Changes in working capital:
Increase in inventories
Decrease/(increase) in trade and other receivables
Increase in amounts due from Sainsbury’s Bank customers
(Decrease)/increase in trade and other payables
Increase in amounts due to Sainsbury’s Bank customers
Increase/(decrease) in provisions
Cash generated from/(used in) operations
Group
2014
£m
898
139
(28)
–
1,009
536
15
(19)
2
(51)
92
1
(14)
6
33
(244)
–
–
1,366
(19)
13
(23)
(118)
6
2
1,227
Restated
Group
2013
£m
772
134
(24)
–
882
504
13
–
–
(67)
–
–
–
–
33
(71)
–
–
1,294
(57)
(34)
–
87
–
(22)
1,268
Company
2014
£m
375
(23)
–
(250)
102
Company
2013
£m
290
(27)
–
(250)
13
–
–
–
–
–
1
–
–
–
–
–
135
(237)
1
–
13
–
22
–
2
38
–
–
–
–
–
–
–
–
–
–
–
2
–
15
–
(46)
–
22
–
(16)
(25)
1
The adjustment for retirement benefit obligations reflects the difference between the service charge of £34 million (2013: £59 million) for the defined benefit scheme, defined benefit pension scheme
expenses of £7 million (2013: £7 million), one-off past service credit of £(158) million (2013: £nil) and the cash contributions of £127 million made by the Group to the defined benefit scheme
(2013: £137 million).
(b) Cash and cash equivalents
For the purposes of the cash flow statements, cash and cash equivalents comprise the following:
Cash in hand and bank balances
Money market funds and deposits
Treasury bills
Cash and bank balances
Bank overdrafts (note 20)
Net cash and cash equivalents
Group
2014
£m
409
656
527
1,592
(13)
1,579
Group
2013
£m
115
402
–
517
(13)
504
Company
2014
£m
1
135
–
136
(7)
129
Company
2013
£m
1
350
–
351
–
351
112
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued
27 Analysis of net debt
Non-current assets
Interest bearing available-for-sale financial assets
Derivative financial instruments
Current assets
Cash and cash equivalents
Derivative financial instruments
Current liabilities
Bank overdrafts
Borrowings
Finance leases
Derivative financial instruments
Non-current liabilities
Borrowings
Finance leases
Derivative financial instruments
Total net debt
1 The Group’s definition of net debt includes the cost of acquiring Sainsbury’s Bank, but excludes Sainsbury’s Bank’s own net debt balances.
Reconciliation of net cash flow to movement in net debt
Net debt at beginning of the year
Net increase/(decrease) in cash and cash equivalents
Elimination of net increase in Sainsburys Bank cash and cash equivalents
Net decrease in borrowings2
Net increase in derivatives2
Net increase of obligations under finance leases
Fair value movements
Net debt at the end of the year
2 Excluding fair value and Sainsbury’s Bank derivative movements.
Group
2013
£m
34
47
81
517
91
608
(13)
(131)
(21)
(65)
(230)
Group
2014
£m
Sainsbury’s
Bank
£m
Adjusted
Group
20141
£m
–
(1)
(1)
(1,225)
–
(1,225)
–
–
–
–
–
37
27
64
367
49
416
(13)
(494)
(27)
(65)
(599)
37
28
65
1,592
49
1,641
(13)
(494)
(27)
(65)
(599)
(2,089)
(161)
(21)
(2,271)
(1,164)
–
–
6
6
(1,220)
(2,089)
(161)
(15)
(2,265)
(2,384)
(2,478)
(139)
(4)
(2,621)
(2,162)
2014
£m
(2,162)
1,075
(1,225)
1
–
(28)
(45)
(2,384)
2013
£m
(1,980)
(235)
–
27
26
(17)
17
(2,162)
J Sainsbury plc Annual Report and Financial Statements 2014
113
28 Financial risk management
The principal financial risks faced by the Group relate to liquidity risk, counterparty credit risk, foreign currency risk, interest rate risk, commodity risk and
capital risk.
Financial risk management is managed by a central treasury department in accordance with policies and guidelines approved by the Board of Directors.
The risk management policies are designed to minimise potential adverse effects on the Group’s financial performance by identifying financial exposures
and setting appropriate risk limits and controls.
Financial risk management with respect to Sainsbury’s Bank is separately managed by the Bank’s Asset and Liability Management Committee (‘ALCO’)
reporting to the Sainsbury’s Bank’s Board Risk Committee. The risks are more fully described in the Sainsbury’s Bank section below.
The Group uses forward contracts and options to hedge foreign exchange and commodity exposures and interest rate swap contracts to hedge interest rate
exposures. The use of financial derivatives is governed by the Group’s treasury policy which prohibits the use of derivative financial instruments for speculative
purposes.
Liquidity risk
Liquidity risk is the risk that the Group could be unable to meet its financial obligations as they fall due at a reasonable price.
The principal operational cash flow of the Group is largely stable and predictable reflecting the low business risk profile of the food retail sector. Cash flow
forecasts are produced regularly to assist management in identifying future liquidity requirements. The Group’s liquidity policy sets a minimum funding
headroom of £300 million in excess of forecast net debt over a rolling 12 month time horizon. The Group manages its liquidity risk by maintaining a core of
long-dated borrowings, pre-funding future cash flow commitments and holding adequate standby credit facilities.
Short term and seasonal funding is sourced from the Group’s revolving credit facility and the wholesale inter-bank money market where interest is charged at
various spreads above LIBOR. In February 2014 the Group entered into a new syndicated committed revolving credit facility for £1,150 million replacing the
£690 million facility maturing in October 2015. The new £1,150 million facility is split into two tranches, a £500 million Facility (A) maturing in March 2017
and a £650 million Facility (B) maturing in March 2019. At 15 March 2014, £200 million had been drawn under Facility (A) (2013: £nil).
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period to the contractual maturity date.
The amounts disclosed in the tables are the contractual undiscounted cash flows or an estimate of cash flows in respect of floating interest rate liabilities.
Less than
one year
£m
One to
two years
£m
Two to
five years
£m
More than
five years
£m
(127)
(63)
(13)
(2)
(70)
(99)
(1)
(2)
(194)
(25)
(36)
(2,665)
(3,543)
(1)
3
1
(405)
389
(13)
12
(110)
105
(130)
(65)
–
(2)
–
(93)
(1)
(2)
–
–
(33)
(10)
(231)
–
6
1
(40)
40
(13)
13
(50)
46
(846)
(202)
–
(203)
–
–
(43)
(62)
–
–
(91)
–
(75)
–
10
1
–
–
(39)
40
(145)
133
–
(1,004)
–
–
–
–
–
–
–
–
(195)
–
–
–
–
–
–
–
(74)
80
–
–
Group
At 15 March 2014
Non-derivative financial liabilities
Secured loans:
Loan due 2018
Loan due 20311
Unsecured loans:
Bank overdraft
Revolving credit facility2
Bank loans due 20142
Bank loans due 20152,3
Bank loans due 20162,3
Bank loans due 20172,3
Convertible bond due 2014
Other loans due 20153
Finance lease obligations2
Trade and other payables
Amounts due to Sainsbury’s Bank customers5
Derivative contracts – net settled
Commodity contracts
Interest rate swaps in hedging relationships1,4
Other interest rate swaps4
Derivative contracts – gross settled
Foreign exchange forwards – outflow3
Foreign exchange forwards – inflow3
Commodity contracts – outflow
Commodity contracts – inflow
Cross currency swaps – outflow3,4
Cross currency swaps – inflow3,4
114
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued 28 Financial risk management continued
Group
At 16 March 2013
Non-derivative financial liabilities
Secured loans
Loan due 2018
Loan due 20311
Unsecured loans
Bank overdraft
Bank loan due 20142
Bank loans due 20152,3
Bank loans due 20162,3
Bank loans due 20172,3
Bank loans due 20182
Convertible bond due 2014
Other loans due 20153
Finance lease obligations2
Trade and other payables
Derivatives – net settled
Commodity contracts
Interest rate swaps in hedging relationships1,4
Other interest rate swaps4
Derivatives – gross settled
Foreign exchange forwards – outflow3
Foreign exchange forwards – inflow3
Commodity contracts – outflow
Commodity contracts – inflow
Cross currency swaps – outflow3,4
Cross currency swaps – inflow3,4
Company
At 15 March 2014
Bank overdraft
Revolving credit facility2
Bank loan due 20142
Bank loan due 20152,3
Bank loans due 20162,3
Bank loans due 20172,3
Convertible bond due 2014
Other loans due 20153
Amounts owed to Group entities2
Other payables
At 16 March 2013
Bank loan due 20142
Bank loan due 20152,3
Bank loans due 20162,3
Bank loans due 20172,3
Bank loans due 20182
Convertible bond due 2014
Other loans due 20153
Amounts owed to Group entities2
Other payables
Less than
one year
£m
One to
two years
£m
Two to
five years
£m
More than
five years
£m
(124)
(61)
(13)
–
(29)
(1)
(3)
(4)
(8)
(1)
(27)
(2,702)
1
10
1
(374)
388
(6)
6
(9)
7
(127)
(63)
–
(25)
(128)
(1)
(3)
(4)
(194)
(26)
(25)
–
–
11
1
(56)
57
(6)
6
(110)
112
(401)
(202)
–
–
(157)
(45)
(117)
(12)
–
–
(69)
–
–
27
3
(3)
3
(18)
20
(161)
160
(575)
(1,101)
–
–
–
–
–
(4)
–
–
(201)
–
–
1
–
–
–
(29)
32
–
–
Less than
one year
£m
One to
two years
£m
Two to
five years
£m
More than
five years
£m
(7)
(2)
(25)
(99)
(1)
(2)
(194)
(25)
(4,607)
(30)
–
(23)
(1)
(3)
(4)
(8)
(1)
(4,634)
(57)
–
(2)
–
(93)
(1)
(2)
–
–
(51)
–
(25)
(123)
(1)
(3)
(4)
(194)
(26)
(112)
–
–
(203)
–
–
(43)
(62)
–
–
(806)
–
–
(112)
(45)
(117)
(12)
–
–
(316)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(4)
–
–
(584)
–
Assumptions:
1
Cash flows relating to debt and swaps linked to inflation rates have been calculated using an RPI of 2.8 per cent for the year ended 15 March 2014 and 3.1 per cent for future years (2013: RPI of 3.9 per cent
for the year ended 16 March 2013 and 3.3 per cent for future years).
Cash flows relating to debt bearing a floating interest rate have been calculated using prevailing interest rates at 15 March 2014 and 16 March 2013.
Cash flows in foreign currencies have been translated using spot rates at 15 March 2014 and 16 March 2013.
The swap rate which matches the remaining term of the interest rate swap at 15 March 2014 has been used to calculate the floating rate cash flows over the life of the interest rate swaps shown above
(2013: 16 March 2013).
Cash flows relating to amounts due to Sainsbury’s Bank customers are calculated using contractual terms and interest rates for fixed rate products. Where balances are contractually repayable on demand,
behavioural assumptions are applied to estimate the interest payable on those balances. These are shown as due within one year.
2
3
4
5
J Sainsbury plc Annual Report and Financial Statements 2014
115
28 Financial risk management continued
Further information relating to liquidity risk in Sainsbury’s Bank is more fully described in the section on Sainsbury’s Bank financial risk factors below.
Counterparty credit risk
Counterparty credit risk is the risk of a financial loss arising from counterparty default or non-performance in respect of the Group’s holdings of cash and cash
equivalents, derivative financial assets, deposits with banks, investments in marketable securities, trade and other receivables, loans and advances to
customers. The Group considers its maximum credit risk to be £4,897 million (2013: £1,188 million), equivalent to the Group’s total financial assets and of
this amount £3,965 million relates to Sainsbury’s Bank.
The Group sets counterparty limits for each of its banking and investment counterparties based on relative credit ratings but with minimum long-term credit
ratings of BBB+ from Standard & Poor’s and Fitch or Baa1 from Moody’s or, in the case of sterling liquidity funds, AAAm from Standard & Poor’s and Fitch or
Aaa/MR1+ from Moody’s.
The table below analyses the Group’s cash and cash equivalents by credit exposure excluding bank balances, store cash, cash in transit, cash at central bank
and cash at ATMs:
Counterparty
Financial institutions – Money market funds
Financial institutions – Money market deposits
UK Government Treasury Bills
Long-term rating
AAAm/Aaa
AA+/Aa1 to A/A2
AA+/Aa1 to A/A2
Group
2014
£m
367
289
527
Group
2013
£m
322
80
–
Company
2014
£m
60
75
–
Company
2013
£m
270
80
–
Management does not expect any losses arising from non-performance of deposit counterparties.
Interest rate swaps, foreign exchange options, forward contracts and commodity contracts for difference are used by the Group to hedge interest rate, foreign
currency and fuel exposures. The table below analyses the fair value of the Group’s derivative financial assets by credit exposure, excluding any collateral held.
Counterparty
Interest rate swaps
Interest rate swaps
FX forward contracts
FX forward contracts
Commodity contracts
Long-term rating
AA+/Aa1 to A/A2
A/A3- to BBB+/Baa1
AA+/Aa1 to A/A2
A/A3- to BBB+/Baa1
AA+/Aa1 to A/A2
Group
2014
£m
49
24
1
–
–
Group
2013
£m
77
36
16
4
1
Company
2014
£m
47
24
–
–
–
Company
2013
£m
77
36
–
–
–
Further information relating to counterparty credit risk in Sainsbury’s Bank is more fully described in the section on Sainsbury’s Bank financial risk factors
below.
Offsetting of financial assets and liabilities
The following table sets out the Group’s financial assets and financial liabilities that are subject to counterparty offsetting or a master netting agreement.
The master netting agreements regulate settlement amounts in the event either party defaults on their obligations.
Group
At 15 March 2014
Derivative financial assets
Derivative financial liabilities
Cash and cash equivalents
Bank overdrafts
Trade and other payables
At 16 March 2013
Derivative financial assets
Derivative financial liabilities
Cash and cash equivalents
Bank overdrafts
Trade and other payables
Gross amounts of
recognised financial
assets and liabilities
£m
Amounts offset in
the balance sheet
£m
Net amounts
recognised in the
balance sheet
£m
Balances subject to a
contractual right of
offset
£m
Cash collateral
pledged
£m
Net amounts
£m
Amounts not offset in balance sheet
77
(86)
1,592
(13)
(1,005)
565
138
(69)
517
(13)
(1,052)
(479)
–
–
–
–
144
144
–
–
–
–
128
128
77
(86)
1,592
(13)
(861)
709
138
(69)
517
(13)
(924)
(351)
(1)
1
(7)
7
–
–
(1)
1
–
–
–
–
(17)
–
(45)
–
–
(62)
(47)
–
–
–
–
(47)
59
(85)
1,540
(6)
(861)
647
90
(68)
517
(13)
(924)
(398)
116
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued 28 Financial risk management continued
Company
At 15 March 2014
Derivative financial assets
Derivative financial liabilities
Cash and cash equivalents
Bank overdrafts
At 16 March 2013
Derivative financial assets
Derivative financial liabilities
Cash and cash equivalents
Gross amounts of
recognised financial
assets and liabilities
£m
Amounts offset in
the balance sheet
£m
Net amounts
recognised in the
balance sheet
£m
Balances subject to a
contractual right of
offset
£m
Cash collateral
pledged
£m
Net amounts
£m
Amounts not offset in balance sheet
71
(57)
136
(7)
143
113
(69)
351
395
–
–
–
–
–
–
–
–
–
71
(57)
136
(7)
143
113
(69)
351
395
–
–
–
–
–
(1)
1
–
–
(16)
–
–
–
(16)
(47)
–
–
(47)
55
(57)
136
(7)
127
65
(68)
351
348
The Group holds certain financial derivatives which are subject to credit support agreements. Under these agreements cash collateral is posted by one party to
the other party should the fair value of the financial derivative exceed a pre-agreed level. At 15 March 2014, the Group held £17 million of collateral against
financial derivatives (2013: £47 million).
Sainsbury’s Bank had a £45 million reverse repo transaction, which was fully collateralised by UK Gilts.
The Group also operates a cash pooling arrangement and collective net overdraft facility with its main clearing bank. At 15 March 2014, the Group had a
£7 million overdraft (2013: £nil) under this facility.
Market risk
(a) Currency risk
Currency risk is the risk of increased costs arising from unexpected movements in exchange rates impacting the Group’s supply contracts denominated in
currencies other than pound sterling.
The Group’s currency risk policy seeks to limit the impact of fluctuating exchange rates on the Group’s income statement by requiring anticipated foreign
currency cash flows to be hedged. The future cash flows, which may be either contracted or un-contracted, are hedged on a layered basis from 20 per cent to
80 per cent using forward contracts and options.
The Group also has exposure to currency risk on balances held on foreign currency denominated bank accounts, which may arise due to short-term timing
differences on maturing hedges and underlying supplier payments.
The Group considers that a ten per cent movement in exchange rates against sterling is a reasonable measure of volatility. The impact of a ten per cent
movement in the exchange rate of US dollar and euro versus sterling at the balance sheet date, with all other variables held constant, is summarised in the
table below:
USD/GBP
EUR/GBP
2014
Change in
exchange
rate impact
on post-tax
profit +/-10%
£m
2/(2)
–/–
2014
Change in
exchange
rate impact
on cash flow
hedge reserve
+/-10%
£m
(29)/36
(10)/12
2013
Change in
exchange
rate impact
on post-tax
profit +/-10%
£m
1/(1)
–/–
2013
Change in
exchange
rate impact
on cash flow
hedge reserve
+/-10%
£m
(28)/34
(13)/15
(b) Interest rate risk
Interest rate risk is the risk of increased costs or lower income arising from unexpected movements in interest rates and inflation rates impacting on the
Group’s borrowing and investment portfolios. The Group’s interest rate policy seeks to limit the impact of fluctuating interest and inflation rates by maintaining
a diversified mix of fixed rate, floating rate and variable capped rate liabilities.
Interest on financial instruments is classified as fixed rate where interest re-set on the borrowings is greater than 12 months; floating rate where interest is
re-set at intervals of one year or less and variable capped rate if interest is re-set at intervals of one year or less and the nominal interest rate is subject to a cap.
J Sainsbury plc Annual Report and Financial Statements 2014
117
28 Financial risk management continued
The mix of the Group’s financial assets and liabilities at the balance sheet date were as follows:
At 15 March 2014
Interest bearing available-for-sale financial assets
Amounts due from Sainsbury's Bank customers
Cash and cash equivalents
Borrowings
Finance lease obligations
Amounts due to Sainsbury's Bank customers
Derivative effect:
Interest rate swaps
Cross currency swaps
Inflation linked swaps
Total
At 16 March 2013
Interest bearing available-for-sale financial assets
Cash and cash equivalents
Borrowings
Finance lease obligations
Derivative effect:
Interest rate swaps
Cross currency swaps
Inflation linked swaps
Total
Fixed
£m
Floating
£m
Variable
Capped
£m
–
1,948
396
(1,182)
(123)
(619)
(943)
(39)
(300)
(862)
–
113
(1,248)
(86)
221
(39)
(250)
(1,289)
69
627
1,196
(515)
(65)
(2,928)
943
39
–
(634)
34
404
(462)
(74)
(221)
39
–
(280)
–
–
–
(899)
–
–
–
–
300
(599)
–
–
(912)
–
–
–
250
(662)
Total
£m
69
2,575
1,592
(2,596)
(188)
(3,547)
–
–
–
(2,095)
34
517
(2,622)
(160)
–
–
–
(2,231)
Further information relating to interest rate risk in Sainsbury’s Bank is more fully described in the section on Sainsbury’s Bank financial risk factors below.
(i) Cash flow sensitivity for floating rate instruments
The Group considers that a 100 basis point movement in interest rates is a reasonable measure of volatility. The sensitivity of floating rate balances to a change
of 100 basis points in the interest rate (or such lesser amount as would result in a zero rate of interest) at the balance sheet date is shown below.
Change in floating rate +/-100bps
2014
Impact on
post-tax
profit
£m
(3)/–
2014
Impact on
cash flow
hedge reserve
£m
2/(2)
2013
Impact on
post-tax
profit
£m
(2)/2
2013
Impact on cash
flow hedge
reserve
£m
4/(2)
(ii) Cash flow sensitivity for variable capped rate liabilities
The Group holds £44 million of capped floating rate borrowings (2013: £44 million) and £855 million of capped inflation-linked borrowings (2013: £868
million) of which £300 million (2013: £250 million) have been swapped into fixed rate borrowings using inflation rate swaps maturing April 2017 to April 2018.
The Group has also entered into £100 million (2013: £50 million) of forward starting inflation rate swaps maturing April 2018 to April 2019.
The Group considers that a 100 basis point movement in the relevant floating rate is a reasonable measure of volatility. The sensitivity of variable capped
balances to a change of 100 basis points in the relevant rate at the balance sheet date is shown below:
Change in floating rate +/-100bps
2014
Impact on
post-tax
profit
£m
(4)/4
2014
Impact on
cash flow
hedge reserve
£m
13/(13)
2013
Impact on
post-tax
profit
£m
(5)/5
2013
Impact on cash
flow hedge
reserve
£m
12/(12)
118
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued
28 Financial risk management continued
Commodity risk
Commodity risk is the risk of increased costs arising from unexpected movements in commodity prices impacting the Group’s own use consumption of
electricity, gas and fuel. The Group’s Energy Price Risk Committee seeks to limit the impact by requiring forecast purchases of power and fuel to be hedged.
The Group hedges own use consumption electricity and gas exposures with forward purchases under flexible purchasing arrangements with its suppliers.
The Group uses financial derivatives to hedge fuel exposures on a layered basis using contracts for difference.
The Group considers a ten per cent movement in commodity prices a reasonable measure of volatility. A ten per cent (2013: ten per cent) change in the fair
value of the power, diesel and gasoil price at the balance sheet date would have increased or decreased the cash flow equity reserve by £3 million (2013:
£4 million).
Capital risk management
The Group defines capital as total equity plus net debt.
The Board’s capital objective is to maintain a strong and efficient capital base to support the Group’s strategic objectives, provide optimal returns for
shareholders and safeguard the Group’s status as a going concern. There has been no change to capital risk management policies during the year.
The Board monitors a broad range of financial metrics including return on capital employed, balance sheet gearing and fixed charge cover.
The Board can manage the Group’s capital structure by diversifying the debt portfolio, adjusting the size and timing of dividends paid to shareholders,
recycling capital through sale and leaseback transactions, issuing new shares or repurchasing shares in the open market and flexing capital expenditure.
From time to time the Company purchases its own shares in the market for the purpose of issuing shares under the Group’s share option programmes; however
the Group does not operate a defined share buy-back plan.
The Board has a policy to maintain the underlying earnings cover for the ordinary dividend at a minimum of 1.5 times and to increase dividend cover to two
times over the medium term.
Part of the Group’s capital risk management is to ensure compliance with the general covenants and financial covenants included in the Group’s various
borrowing facilities. There have been no breaches of covenant in the financial year ended 15 March 2014.
For information relating to Sainsbury’s Bank capital risk management see note 38.
Sainsbury’s Bank
The principal financial risks faced by Sainsbury’s Bank relate to liquidity risk, counterparty credit risk, market risk and interest rate risk.
Liquidity risk
Liquidity risk is the risk that the Bank is unable to meet its financial commitments as they fall due without an adverse impact on funding costs or profitability.
The Bank’s liquidity risk management framework complies with the standards set out by the Prudential Regulation Authority (‘PRA’) and sets a liquidity buffer
above the minimum PRA requirements. The Bank seeks to maintain a funding and liquidity profile sufficient to enable it to meet its financial obligations under
stressed market conditions. In meeting these limits the Bank maintains a stock of high quality liquid assets that can be readily sold to meet the Bank’s
obligations to depositors and other creditors. The portfolio of assets is managed on a daily basis.
In addition, the Bank prepares both long-term and short-term forecasts to assess liquidity requirements. Short-term forecasting covers a rolling 12 month
period and takes into account factors such as ATM cash management, investment maturities and customer deposit patterns and balances.
Counterparty credit risk
Counterparty credit risk is the risk of a financial loss arising from a retail customer or wholesale counterparty default or non-performance in respect of the
Bank’s holdings of cash and cash equivalents, derivative financial assets, deposits with banks, investments in marketable securities, trade and other receivables
and loans and advances to customers.
Credit risk in respect of retail lending customers is managed through automated credit decision techniques using both scorecards and policy rules for new
applications. In addition, behavioural scoring is used to assess the conduct of customers’ accounts on an ongoing basis. Underwriting is undertaken by
specialist teams in operational areas to complement these processes. The Retail Credit Risk Committee ensures that appropriate policies are established and
adhered to and this is subject to further oversight from the Board Risk Committee. Internal Audit teams carry out regular reviews of credit risk processes and
policies are reviewed and re-approved on an annual basis.
The credit exposure relating to off balance sheet items mainly undrawn loan commitments to customers, was £58 million.
J Sainsbury plc Annual Report and Financial Statements 2014
119
28 Financial risk management continued
Credit quality per class of financial asset
Loans and advances to customers
Loans and advances to customers are summarised as follows:
Impaired
Past due but not impaired
Neither past due nor impaired
Gross
Less: allowance for impairment
Less: hedging fair value adjustment
Net book value
Past due and impaired
Less than three months, but impaired
Past due three to six months
Past due six to 12 months
Past due over 12 months
Recoveries
Possession
Total gross impaired loans
Past due but not impaired
Past due less than three months but not impaired
Total gross past due but not impaired
Neither past due nor impaired
Not impaired
Total gross neither past due nor impaired
Total gross amount due
2014
£m
103
16
2,540
2,659
(83)
(1)
2,575
Unsecured
lending
£m
Secured
lending
£m
2
7
–
–
92
–
101
13
13
2,486
2,486
2,600
–
1
–
1
–
–
2
3
3
54
54
59
2013
£m
–
–
–
–
–
–
–
Total
£m
2
8
–
1
92
–
103
16
16
2,540
2,540
2,659
Mortgages held over residential properties represent the only collateral held by the Bank for retail lending exposures. The fair value of collateral held for
impaired secured loans and secured loans past due but not impaired was £10 million. The fair value of collateral held against possession cases was £nil.
Market risk
Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market factors such as interest rates or
foreign exchange rates. The Bank hedges all such risks within limits set by the Board Risk Committee. Exposures are managed and monitored using a variety
of sensitivity measures to minimise volatility of earnings and economic value, taking into account expected future business flows.
Interest rate risk
The Bank offers lending and saving products with varying interest rate features and maturities which create potential interest rate risk exposures. Short-term
exposures under 12 months are measured and controlled in terms of net interest income sensitivity to a variety of movement in interest rates. Potential
exposures to interest rate movements in the medium to long-term are controlled through position and sensitivity limits, predominantly using Economic Value
Equity (‘EVE’) measures for risk management purposes. Where residual balance sheet exposures exist, interest rate swaps are the primary hedging instrument
used to mitigate that risk. The Bank does not operate a trading book.
120
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued 29 Financial instruments
The fair value of derivative financial instruments has been disclosed in the balance sheet as follows:
Non-current
Current
Total
Group
Company
2014
Asset
£m
28
49
77
2014
Liability
£m
(21)
(65)
(86)
2013
Asset
£m
47
91
138
2013
Liability
£m
(4)
(65)
(69)
2014
Asset
£m
23
48
71
2014
Liability
£m
(10)
(47)
(57)
2013
Asset
£m
41
72
113
The fair value and notional amount of financial derivatives analysed by hedge type are as follows:
Group
Asset
Asset
Liability
Liability
Asset
Asset
Liability
2014
2013
Fair value
£m
Notional
£m
Fair value
£m
Notional
£m
Fair value
£m
Notional
£m
Fair value
£m
Fair value hedges
Interest rate swaps
Cross currency swaps
Cash flow hedges
Interest rate swaps
Cross currency swaps
Inflation rate swaps
Foreign exchange forward contract
Commodity contracts
Derivatives not in a formal hedging
relationship
Interest rate swaps
Cross currency swaps
Commodity contracts
Total
26
–
–
–
–
1
–
47
–
3
77
548
–
–
–
–
126
–
397
–
13
1,084
–
–
–
(10)
(5)
(17)
(1)
(44)
(9)
–
(86)
895
23
50
90
400
323
28
393
167
–
2,369
35
1
–
2
–
19
2
72
3
4
138
211
23
–
63
300
408
31
391
78
5
1,510
–
–
(1)
–
–
–
–
(65)
(3)
–
(69)
Company
Asset
Asset
Liability
Liability
Asset
Asset
Liability
2014
2013
Fair value
£m
Notional
£m
Fair value
£m
Notional
£m
Fair value
£m
Notional
£m
Fair value
£m
Fair value hedges
Interest rate swaps
Cross currency swaps
Cash flow hedges
Interest rate swaps
Cross currency swaps
Derivatives not in a formal hedging
relationship
Interest rate swaps
Cross currency swaps
Total
24
–
–
–
47
–
71
211
–
–
–
391
–
602
–
–
–
(4)
(44)
(9)
(57)
–
23
50
63
331
167
634
35
1
–
2
72
3
113
211
23
–
63
391
78
766
–
–
(1)
–
(65)
(3)
(69)
2013
Liability
£m
(4)
(65)
(69)
Liability
Notional
£m
–
–
50
–
–
28
–
331
89
–
498
Liability
Notional
£m
–
–
50
–
331
89
470
Fair value hedges
Interest rate and cross currency swaps
The Group holds a £234 million (2013: £234 million) portfolio of interest rate and cross currency swaps to hedge a portion of fixed rate borrowings. Under the
terms of the swaps, the Group receives fixed rate interest and pays floating rate interest. The notional principal amount of one of the interest rate swaps
amortises from £211 million to £111 million from April 2016 to April 2018.
Sainsbury’s Bank holds a £1,232 million portfolio of interest rate swaps to hedge the fixed-rate interest income on amounts due from Sainsbury’s Bank
customers. Under the terms of the swaps, the Bank receives floating rate interest and pays fixed rate interest.
For the year to 15 March 2014, the fair value movement in the Group’s interest rate swaps resulted in a charge to the income statement of £13 million
(2013: £3 million charge). The fair value movement in the underlying fixed rate borrowings and amounts due from Sainsbury’s bank customers resulted in
a credit to the income statement of £13 million (2013: £3 million credit).
Cash flow hedges
Interest rate and cross currency swaps
The Group holds a £400 million (2013: £300 million) portfolio of inflation rate swaps to hedge a portion of the inflation linked secured loan due 2031. Under the
terms of the swaps, the Group receives annual RPI inflation (subject to a cap at five per cent and floor at nil per cent) and pays fixed rate interest.
The Group holds a £113 million (2013: £113 million) portfolio of interest rate and cross currency swaps to hedge a £50 million fixed rate bank loan 2015 and a
US$100 million fixed rate bank loan 2017. Under the terms of the swaps, the Group receives floating rate interest and pays fixed rate interest.
J Sainsbury plc Annual Report and Financial Statements 2014
121
29 Financial instruments continued
Sainsbury’s Bank holds a £27 million portfolio of cross currency swaps to hedge the foreign exchange risks from cash flows arising on its euro denominated
available for sale investment securities.
At 15 March 2014, an unrealised loss of £12 million (2013: £1 million gain) is included in other comprehensive income in respect of the swaps in cash flow
hedges. This loss will be transferred to the income statement over the next four years.
Foreign exchange forward contracts
The Group holds a portfolio of foreign exchange forward contracts to hedge its future foreign currency trading liabilities. At 15 March 2014 the Group had
forward purchased €129 million (2013: €167 million) and sold sterling at exchange rates ranging from 1.14 to 1.23 (2013:1.15 to 1.27) with maturities from
March 2014 to December 2015 (2013: March 2013 to December 2015) and forward purchased US$533 million (2013: US$469 million) and sold sterling at
exchange rates ranging from 1.48 to 1.67 (2013: 1.48 to 1.62) with maturities from March 2014 to June 2015 (2013: March 2013 to April 2015).
At 15 March 2014, an unrealised loss of £13 million (2013: gain of £17 million) is included in other comprehensive income in respect of the forward contracts.
This loss will be transferred to the income statement over the next 21 months. During the year a charge to the income statement of £3 million was transferred
from the cash flow hedge equity reserve and included in cost of sales (2013: £3 million credit).
Commodity forward contracts
The Group holds a portfolio of commodity forward contracts to hedge its own use fuel consumption over the next 12 months.
At 15 March 2014, an unrealised loss of £1 million (2013: gain of £1 million) is included in other comprehensive income in respect of the commodity contracts.
This gain will be transferred to the income statement over the next 12 months.
Derivatives not in a hedge relationship
Some of the Group’s derivative contracts do not qualify for hedge accounting or, where the gains or losses on the derivative contract economically offset the
underling hedged item, are not designated in a hedging relationship.
Interest rate and cross currency swaps
The Group holds a £331 million (2013: £331 million) portfolio of interest rate swaps at fair value through profit or loss to convert floating rate obligations into
fixed rates. Under the terms of the swaps, the Group receives floating rate interest and pays fixed rate interest. Offsetting these swaps the Group holds a
£391 million (2013: £391 million) portfolio of interest rate swaps at fair value through profit or loss, to convert fixed rate obligations into floating rate interest.
Under the terms of the swaps, the Group receives fixed rate interest and pays floating rate interest.
Sainsbury’s Bank holds a £68 million portfolio of interest rate swaps at fair value through profit or loss. Under the terms of the swaps, the Bank receives fixed
rate interest and pays floating rate interest.
The Group holds a £167 million (2013: £167 million) portfolio of cross currency swaps at fair value through profit or loss to convert floating rate borrowings
denominated in euro and US dollars into floating rate sterling borrowings.
Commodity forward contracts
Commodity forward contracts at fair value through profit and loss relates to the Group’s long-term fixed price power purchase agreements with independent
producers.
Fair value
Set out on the next page is a comparison of the carrying amount and the fair value of financial instruments that are carried in the financial statements at a
value other than fair value. The fair value of financial assets and liabilities are based on prices available from the market on which the instruments are traded.
Where market values are not available, the fair values of financial assets and liabilities have been calculated by discounting expected future cash flows at
prevailing interest rates. The fair values of short-term deposits, trade receivables, overdrafts and payables are assumed to approximate to their book values.
122
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued 29 Financial instruments continued
2014
Financial assets
Amounts owed by Group entities
Other receivables
Amounts due from Sainsbury’s Bank customers3
Financial liabilities
Amounts owed to Group entities
Loans due 20181
Loans due 2031
Bank overdrafts
Revolving credit facility due 2017
Bank loans due 2014
Bank loans due 2015
Bank loans due 2016
Bank loans due 2017
Convertible bond due 2014
Other loans due 20152
Finance lease obligations
Amounts due to Sainsbury’s Bank customers
2013
Amounts owed by Group entities
Other receivables
Financial liabilities
Amounts owed to Group entities
Loans due 20181
Loans due 2031
Bank overdrafts
Bank loans due 2014
Bank loans due 2015
Bank loans due 2016
Bank loans due 2017
Bank loans due 2018
Convertible bond due 2014
Other loans due 20152
Finance lease obligations
Group
Carrying
amount4
£m
–
273
2,575
–
(956)
(855)
(13)
(200)
(69)
(188)
(42)
(60)
(189)
(24)
(188)
(3,547)
Group
Fair value4
£m
Company
Carrying
amount4
£m
Company
Fair value4
£m
–
273
2,582
2,651
–
–
3,233
–
–
–
(1,053)
(1,013)
(13)
(200)
(75)
(188)
(42)
(60)
(193)
(24)
(188)
(3,543)
(5,290)
–
–
(7)
(200)
(25)
(188)
(42)
(60)
(189)
(24)
–
–
(5,385)
–
–
(7)
(200)
(25)
(188)
(42)
(60)
(193)
(24)
–
–
–
168
–
156
2,461
55
3,207
43
–
(1,039)
(868)
(13)
(25)
(291)
(43)
(111)
(23)
(184)
(25)
(160)
–
(1,186)
(1,109)
(13)
(25)
(303)
(43)
(111)
(23)
(209)
(25)
(160)
(5,390)
–
–
–
(25)
(246)
(43)
(111)
(23)
(184)
(25)
–
(5,557)
–
–
–
(25)
(249)
(43)
(111)
(23)
(209)
(25)
–
1 Includes £211 million accounted for as a fair value hedge (2013: £211 million).
2 Includes £23 million accounted for as a fair value hedge (2013: £23 million).
3 Includes £1,232 million accounted for as a fair value hedge.
4 The prior year amounts owed by Group entities, amounts owed to Group entities and other receivables have been restated to include both the current and non-current balances.
The fair value of financial assets as disclosed in the table above at 15 March 2014 was £2,855 million (2013: £156 million). The fair value of the financial assets
has been calculated by discounting cash flows at prevailing interest rates and are within Level 2 of the fair value hierarchy. The fair value of financial liabilities
was £6,592 million (2013: £3,207 million). £193 million (2013: £209 million) has been calculated using market values and are within Level 1 of the fair value
hierarchy. £6,399 million (2013: £2,998 million) has been calculated by discounting cash flows at prevailing interest rates and are within Level 2 of the fair
value hierarchy.
J Sainsbury plc Annual Report and Financial Statements 2014
123
29 Financial instruments continued
Fair value measurements recognised in the balance sheet
The following table provides an analysis of financial instruments that are recognised at fair value, grouped into Levels 1 to 3 based on the degree to which
the fair value is observable:
• Level 1 fair value measurements are derived from quoted market prices (unadjusted) in active markets for identical assets or liabilities at the balance sheet
date. This level includes listed equity securities and debt instrument on public exchanges;
• Level 2 fair value measurements are derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices). The fair value of financial instruments is determined by discounting expected cash
flows at prevailing interest rates; and
• Level 3 fair value measurements are derived from valuation techniques that include inputs for the asset or liability that are not based on observable
market data (unobservable inputs).
Group
2014
Available-for-sale financial assets
Investment securities
Interest bearing financial assets
Other financial assets
Financial assets at FVTPL
Derivative financial assets
Financial liabilities at FVTPL
Derivative financial liabilities
Group
2013
Available-for-sale financial assets
Interest bearing financial assets
Other financial assets
Financial assets at FVTPL
Derivative financial assets
Financial liabilities at FVTPL
Derivative financial liabilities
Company
2014
Available-for-sale financial assets
Interest bearing financial assets
Financial assets at FVTPL
Derivative financial assets
Financial liabilities at FVTPL
Derivative financial liabilities
Company
2013
Available-for-sale financial assets
Interest bearing financial assets
Financial assets at FVTPL
Derivative financial assets
Financial liabilities at FVTPL
Derivative financial liabilities
124
J Sainsbury plc Annual Report and Financial Statements 2014
Level 1
£m
Level 2
£m
Level 3
£m
–
–
–
–
–
32
37
–
74
(86)
–
–
184
3
–
Level 1
£m
Level 2
£m
Level 3
£m
–
–
–
–
34
–
134
(69)
–
154
4
–
Level 1
£m
Level 2
£m
Level 3
£m
–
–
–
37
71
(57)
–
–
–
Level 1
£m
Level 2
£m
Level 3
£m
–
–
–
34
113
(69)
–
–
–
Total
£m
32
37
184
77
(86)
Total
£m
34
154
138
(69)
Total
£m
37
71
(57)
Total
£m
34
113
(69)
Financial statementsNotes to the financial statements continued 29 Financial instruments continued
Reconciliation of Level 3 fair value measurements of financial assets:
Opening balance
In finance cost in the Group income statement
In other comprehensive income
Closing balance
Available-for-sale
financial assets
£m
154
–
30
184
Commodity
derivatives
£m
4
(1)
–
3
Total
£m
158
(1)
30
187
The available-for-sale financial assets relate to the Group’s beneficial interest in a property investment pool. The net present value of the Group’s interest in the
various freehold reversions owned by the property investment pool has been derived by assuming a property growth rate of three per cent per annum (2013:
three per cent) and a discount rate of nine per cent (2013: ten per cent) (see note 15). The sensitivity of this balance to changes of 0.5 per cent in the assumed
rate of property rental growth and one per cent in the discount rate holding other assumptions constant is shown below:
Available-for-sale assets
2014
Change in
growth rate
+/- 0.5%
£m
10/(11)
2014
Change in
discount rate
+/- 1.0%
£m
(17)/15
2013
Change in
growth rate
+/- 0.5%
£m
9/(10)
2013
Change in
discount rate
+/- 1.0%
£m
(14)/15
The Group has entered into several long-term fixed price Power Purchase agreements with independent producers. Included within derivative financial assets is
£3 million (2013: £4 million) relating to these agreements. The Group values its Power Purchase agreements at the net present value of the estimated future
usage at the contracted fixed price less the market implied forward energy price discounted back at the prevailing swap rate. The Group also makes an
assumption regarding expected energy output based on the historical performance and the producer’s estimate of expected electricity output. The sensitivity
of this balance to changes of 20 per cent in the assumed rate of energy output and ten per cent in the implied forward energy prices holding other
assumptions constant is shown below:
Derivative financial instruments
2014
Change in
volume +/-
20.0%
£m
1/(1)
2014
Change in
electricity
forward price
+/- 10.0%
£m
10/(10)
2013
Change in
volume +/-
20.0%
£m
1/(1)
2013
Change in
electricity
forward price
+/- 10.0%
£m
5/(5)
Financial assets and liabilities by category
Set out below are the accounting classification of each class of financial assets and liabilities as at 15 March 2014 and 16 March 2013.
Group
2014
Cash and cash equivalents
Trade and other receivables
Amounts due from Sainsbury’s Bank customers
Available-for-sale financial assets
Trade and other payables
Current borrowings
Non-current borrowings
Amounts due to Sainsbury’s Bank customers
Derivative financial instruments
2013
Cash and cash equivalents
Trade and other receivables
Available-for-sale financial assets
Trade and other payables
Current borrowings
Non-current borrowings
Derivative financial instruments
Loans and
receivables
£m
Available-
for-sale
£m
Fair value
through
profit or loss
£m
Derivatives
used for
hedging
£m
Other
financial
liabilities
£m
1,592
398
2,575
–
–
–
–
–
–
4,565
517
296
–
–
–
–
–
813
–
–
–
255
–
–
–
–
–
255
–
–
189
–
–
–
–
189
–
–
–
–
–
–
–
–
(3)
(3)
–
–
–
–
–
–
11
11
–
–
–
–
–
–
–
–
(6)
(6)
–
–
–
–
–
–
58
58
–
–
–
–
(2,675)
(534)
(2,250)
(3,547)
–
(9,006)
–
–
–
(2,702)
(165)
(2,617)
–
(5,484)
Total
£m
1,592
398
2,575
255
(2,675)
(534)
(2,250)
(3,547)
(9)
(4,195)
517
296
189
(2,702)
(165)
(2,617)
69
(4,413)
J Sainsbury plc Annual Report and Financial Statements 2014
125
29 Financial instruments continued
Company
2014
Cash and cash equivalents
Trade and other receivables
Available-for-sale financial assets
Trade and other payables
Current borrowings
Non-current borrowings
Derivative financial instruments
2013
Cash and cash equivalents
Trade and other receivables
Available-for-sale financial assets
Trade and other payables
Current borrowings
Non-current borrowings
Derivative financial instruments
Loans and
receivables
£m
Available-
for-sale
£m
Fair value
through
profit or loss
£m
Derivatives
used for
hedging
£m
Other
financial
liabilities
£m
136
2,651
–
–
–
–
–
2,787
351
2,516
–
–
–
–
–
2,867
–
–
37
–
–
–
–
37
–
–
34
–
–
–
–
34
–
–
–
–
–
–
(6)
(6)
–
–
–
–
–
–
7
7
–
–
–
–
–
–
20
20
–
–
–
–
–
–
37
37
–
–
–
(5,320)
(341)
(394)
–
(6,055)
–
–
–
(5,447)
(24)
(633)
–
(6,104)
Total
£m
136
2,651
37
(5,320)
(341)
(394)
14
(3,217)
351
2,516
34
(5,447)
(24)
(633)
44
(3,159)
Retirement benefit obligations
Retirement benefit obligations relate to a defined benefit scheme, the Sainsbury’s Pension Scheme, (the ‘Scheme’) and an unfunded pension liability relating
to senior employees. The Scheme is governed by a Trustee board, and the assets of the Scheme are held separately from the Group’s assets. The Scheme is a
Registered pension plan with HMRC, subject to UK legislation; and with oversight from the Pensions Regulator. The governance of the Scheme is the
responsibility of the Trustee; the Trustee comprises 11 Directors – five selected from members, five appointed by the Company and one Independent
Chairman. In accordance with legislation, the Trustee consults with the Company regarding the Scheme’s investment strategy and agrees an appropriate
funding plan with the Company.
The Scheme has three different benefit categories; Final Salary, Career Average and Cash Balance. For Final Salary and Career Average members, benefits at
retirement are determined by length of service and salary. For Cash Balance members, benefits are determined by the accrued retirement account credits.
The Scheme was closed to new employees on 31 January 2002 and closed to future accrual on 28 September 2013. A one-off past service credit has been
recognised as a result as disclosed in note 3. The assets of the Scheme are valued at bid price and are held separately from the Group’s assets.
The Scheme was subject to a triennial actuarial valuation, carried out by Towers Watson, at 17 March 2012 on the projected unit basis. The results of this
valuation were finalised in August 2013 and a recovery plan agreed. Under the Scheme’s recovery plan, the Company will pay annual deficit contributions of
£49 million per annum for eight consecutive financial years to 2020. This plan is reviewed once every three years, with the next valuation effective date in
March 2015.
The retirement benefit obligations at the year-end have been calculated by KPMG, as actuarial advisers to the Group, using the projected unit credit method
and based on adjusting the position at 17 March 2012 for known events and changes in market conditions as allowed under IAS 19 Revised.
The unfunded pension liability is unwound when each employee reaches retirement and takes their pension from the Group payroll or is crystallised in the
event of an employee leaving or retiring and choosing to take the provision as a one-off cash payment.
Sainsbury’s Property Scottish Limited Partnership
Further to the funding plan agreed with the Scheme’s Trustees, on 17 June 2010 Sainsbury’s established the Sainsbury’s Property Scottish Partnership (the
‘Partnership’) with the Scheme. Under this arrangement, properties to a fair value of £256 million were transferred to the Partnership. On 25 March 2011,
further properties to a fair value of £501 million were transferred to the Partnership. Both transfers were effected via a 30 year sale and leaseback arrangement.
The Scheme’s interest in the Partnership entitles it to an annual distribution for 20 years to 2030. The amount of this distribution is linked to the triennial
actuarial valuation and will therefore vary once every three years. The annual distribution in previous years has been approximately £35 million and for
2014/15 it is expected to be in the region of £32 million. These contributions will be in addition to the Group’s normal cash contributions paid to the Scheme
annually. The properties transferred to the Partnership will revert to Sainsbury’s ownership in 2030 in return for a cash payment equal to the amount of any
remaining funding deficit on the Scheme at that time, up to a maximum of £600 million.
The Partnership is controlled by Sainsbury’s and its results are consolidated by the Group. The Group’s balance sheet, IAS 19 Revised deficit and income
statement are unchanged by the establishment of the Partnership. The investment held by the Scheme in the Partnership does not qualify as a plan asset for
the purposes of the Group’s consolidated financial statements and is therefore not included within the fair value of plan assets. The value of the properties
transferred to the Partnership remains included within the Group’s property, plant and equipment on the balance sheet. In addition, the Group retains full
operational flexibility to extend, develop and substitute the properties within the Partnership.
126
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued 30 Retirement benefit obligations continued
The amounts recognised in the balance sheet are as follows:
Present value of funded obligations
Fair value of plan assets
Present value of unfunded obligations
Retirement benefit obligations
Deferred income tax asset
Net retirement benefit obligations
2014
£m
(6,855)
6,131
(724)
(13)
(737)
58
(679)
Restated
2013
£m
(6,460)
5,841
(619)
(13)
(632)
48
(584)
The retirement benefit obligation and the associated deferred income tax balance are shown within different line items on the face of the balance sheet.
(a) Income statement
The amounts recognised in the income statement are as follows:
Included within underlying profit before tax:
Current service cost – funded scheme
Past service cost
Included in employee costs (note 7)
Excluded from underlying profit before tax:
Interest cost on pension scheme liabilities1
Interest income on plan assets
Total included in finance costs (note 6)
Defined benefit pension scheme expenses
Past service credit2
Total excluded from underlying profit before tax (note 3)
Total income statement credit/(expense)
2014
£m
(34)
–
(34)
(290)
267
(23)
(7)
158
128
94
Restated
2013
£m
(57)
(2)
(59)
(274)
258
(16)
(7)
–
(23)
(82)
1 Includes interest of £nil for the unfunded pension scheme (2013: £1 million).
2 One-off items presented within note 3 also include compensation payments to defined contribution schemes of £10 million.
Of the expense recognised in operating profit, £21 million (2013: £41 million) is included in cost of sales and £13 million (2013: £18 million) is included in
administrative expenses. A past service credit of £158 million (2013: £nil) has been recognised in administrative expenses.
(b) Other comprehensive income
Remeasurement of the retirement benefit obligations have been recognised as follows:
Return on plan assets, excluding amounts included in interest
Actuarial losses arising from changes in:
Demographic assumptions
Financial assumptions1
Experience
Total actuarial losses
Total remeasurements
1 Includes £nil for the unfunded pension scheme (2013: £3 million).
2014
£m
70
–
(416)
20
(396)
(326)
Restated
2013
£m
401
(22)
(648)
(70)
(740)
(339)
J Sainsbury plc Annual Report and Financial Statements 2014
127
30 Retirement benefit obligations continued
(c) Valuations
The movements in the funded retirement benefit obligations are as follows:
Beginning of year
Current service cost
Past service credit/(cost)
Interest cost
Contributions by plan participants
Remeasurement losses
Benefits paid
End of year
The movements in the fair value of plan assets are as follows:
Beginning of year
Interest income on plan assets
Pension scheme expenses
Remeasurement gains
Contributions by employer
Contributions by plan participants
Benefits paid
End of year
2014
£m
(6,460)
(34)
158
(290)
(3)
(396)
170
(6,855)
2014
£m
5,841
267
(7)
70
127
3
(170)
6,131
Restated
2013
£m
(5,531)
(57)
(2)
(273)
(6)
(737)
146
(6,460)
Restated
2013
£m
5,192
258
(7)
401
137
6
(146)
5,841
The Group’s expected contributions to the defined benefit scheme for the next financial year beginning 16 March 2014 are £86 million (2013: £134 million). Actual
contributions made by the Group during the financial year are lower than expected due to the closure of the Scheme to future accrual on 28 September 2013.
The major categories of plan assets as a percentage of total plan assets are as follows:
Equities
Government bonds
Corporate bonds
Property
Other
2014
%
29
6
36
4
25
100
The fair value of plan assets split between those which have a quoted market price in an active market and those which are unquoted is as follows:
Equities
Government bonds
Corporate bonds
Property
Other
2014
Quoted
£m
1,592
355
2,173
218
644
4,982
2014
Unquoted
£m
209
–
57
11
872
1,149
2014
Total
£m
1,801
355
2,230
229
1,516
6,131
2013
Quoted
£m
1,913
181
2,254
211
423
4,982
2013
Unquoted
£m
241
–
(8)
–
626
859
2013
%
37
3
38
4
18
100
2013
Total
£m
2,154
181
2,246
211
1,049
5,841
128
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued 30 Retirement benefit obligations continued
(d) Assumptions
The principal actuarial assumptions used at the balance sheet date are as follows:
Discount rate
Inflation rate – RPI
Inflation rate – CPI
Future salary increases
Future pension increases
2014
%
4.25
3.40
2.40
n/a
2013
%
4.60
3.45
2.55
2.55
2.15 – 3.20 2.15 – 3.25
The discount rate is based on the yield on AA-rated sterling corporate bonds appropriate to the term of the Scheme’s liabilities.
The life expectancy for the Scheme operated at the balance sheet date for a pensioner at normal retirement age (now 65 years for men and women), is as
follows:
Male pensioner
Female pensioner
The life expectancy for the Scheme operated at the balance sheet date for a future pensioner at normal retirement age is as follows:
Male pensioner
Female pensioner
2014
years
22.6
25.3
2014
years
24.4
27.2
2013
years
22.6
25.2
2013
years
24.3
27.2
The base mortality assumptions are based on the SAPS tables, with adjustments to reflect the Scheme’s population, with future improvements based on the
CMI 2011 projection with a long-term rate of improvement of 1.25 per cent per annum.
The weighted average duration of the defined benefit obligation at the end of the reporting period is 21 years (2013: 21 years).
(e) Sensitivities
An increase of 0.5 per cent in the discount rate would decrease the retirement benefit obligations by £706 million. A decrease of 0.5 per cent in the discount
rate would increase the retirement benefit obligations by £787 million.
An increase of 0.5 per cent in the inflation rate would increase the retirement benefit obligations by £474 million. A decrease of 0.5 per cent in the inflation rate
would decrease the retirement benefit obligations by £444 million.
An increase of one year to the life expectancy would increase the retirement benefit obligations by £165 million.
The sensitivities are based on management’s best estimate of a reasonably anticipated change. The sensitivities are calculated using the same methodology
used to calculate the retirement benefit obligation, by considering the change in the retirement benefit obligation for a given change in assumption. The net
retirement benefit obligation is the difference between the retirement benefit obligation and the fair value of plan assets. Changes in the assumptions may
occur at the same time as changes in the fair value of plan assets. There has been no change in the calculation methodology since the prior period.
(f) Other disclosures
The Scheme exposes the Group to actuarial risks such as longevity risk, currency risk, inflation risk, interest rate risk and market (investment) risk. The Group is
not exposed to any unusual, entity specific or Scheme specific risks.
The Trustee’s investment strategy mitigates some of these risks. Market (investment) risk is addressed by diversification across asset classes and managers
within those assets classes. With regards to currency risk, the Trustee’s hedge around 75 per cent of the Scheme’s non-sterling exposures. In addition, the
Trustee has a framework in place to hedge a proportion of the Scheme’s interest rate and inflation exposures. This framework is managed by investing in both
physical and, for efficiency, derivative investments; and currently has a target to hedge 50 per cent of the interest rate and inflation linked liabilities. The target
hedge level is kept under review and any change would be in consultation with the Company. The Trustee does not currently hedge the longevity risk, although
prudent assumptions are made regarding anticipated longevity for the purposes of the actuarial valuation and Recovery Plan.
J Sainsbury plc Annual Report and Financial Statements 2014
129
31 Share-based payments
The Group recognised £33 million (2013: £33 million) of employee costs (note 7) related to share-based payment transactions made during the financial year.
Of these, £nil (2013: £nil) were cash-settled.
National insurance contributions are payable in respect of certain share-based payments transactions and are treated as cash-settled transactions. At 15 March
2014, the carrying amount of national insurance contributions payable was £7 million (2013: £9 million) of which £1 million (2013: £2 million) was in respect
of vested grants.
The Group operates a number of share-based payment schemes as set out below:
(a) Savings Related Share Option Scheme (‘SAYE’)
The Group operates a Savings-Related Share Option Scheme, which is open to all UK employees with more than three months’ continuous service. This is an
approved HMRC Scheme and was established in 1980. Under the SAYE scheme, participants remaining in the Group’s employment at the end of the three-year
or five-year savings period are entitled to use their savings to purchase shares in the Company at a stated exercise price. Employees leaving for certain reasons
are able to use their savings to purchase shares within six months of their leaving.
At 15 March 2014, UK employees held 21,445 five-year savings contracts (2013: 21,773) in respect of options over 20.4 million shares (2013: 22.3 million) and
24,950 three-year savings contracts (2013: 37,154) in respect of options over 27.8 million shares (2013: 24.8 million). A reconciliation of option movements is
shown below:
Outstanding at beginning of year
Granted
Forfeited
Exercised
Expired
Outstanding at end of year
Exercisable at end of year
2014
Number of
options
million
47.1
13.7
(5.4)
(6.9)
(0.2)
48.3
2014
Weighted
average
exercise price
pence
261
332
277
266
257
279
2013
Number of
options
million
45.7
13.9
(6.9)
(5.6)
–
47.1
2013
Weighted
average
exercise price
pence
263
267
278
270
–
261
3.3
260
2.9
303
The weighted average share price during the period for options exercised over the year was 346 pence (2013: 334 pence). The weighted average remaining
contractual life of share options outstanding at 15 March 2014 was 2.3 years (2013: 2.4 years).
Details of options at 15 March 2014 are set out below:
Date of grant
20 December 2007 (5 year period)
17 December 2008 (5 year period)
10 December 2009 (3 year period)
10 December 2009 (5 year period)
10 December 2010 (3 year period)
10 December 2010 (5 year period)
9 December 2011 (3 year period)
9 December 2011 (5 year period)
12 December 2012 (3 year period)
12 December 2012 (5 year period)
11 December 2013 (5 year period)
11 December 2013 (5 year period)
Date of expiry
31 August 2013
31 August 2014
31 August 2013
31 August 2015
31 August 2014
31 August 2016
31 August 2015
31 August 2017
31 August 2016
31 August 2018
31 August 2017
31 August 2019
Exercise price
pence
331
224
273
273
297
297
238
238
267
267
332
332
Options
outstanding
2014
million
–
1.7
–
3.1
1.6
3.3
8.7
4.7
8.0
3.7
9.5
4.0
48.3
Options
outstanding
2013
million
1.5
4.6
1.4
3.3
4.2
3.6
9.8
5.1
9.4
4.2
–
–
47.1
130
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued
31 Share-based payments continued
Options granted during the year were valued using the Black-Scholes option-pricing model. No performance conditions were included in the fair value
calculations. The fair value per option granted during the year and the assumptions used in the calculation are as follows:
Share price at grant date (pence)
Exercise price (pence)
Expected volatility
Option life
– 3 year period (%)
– 5 year period (%)
– 3 year period (years)
– 5 year period (years)
Expected dividends (expressed as dividend yield %)
– 3 year period (%)
Risk-free interest rate
– 5 year period (%)
– 3 year period (pence)
– 5 year period (pence)
Fair value per option
2014
415
332
18.8
20.8
3.2
5.2
4.5
2.2
3.5
74
87
2013
333
267
19.2
29.5
3.2
5.2
5.1
1.1
2.0
50
73
The expected volatility is based on the standard deviation of the Group’s share price for the period immediately prior to the date of grant of award, over the
period identical to the vesting period of the award, adjusted for management’s view of future volatility of the share price.
The resulting fair value is expensed over the service period of three or five years, as appropriate, on the assumption that 25 per cent of options will be cancelled
over the service period as employees leave the SAYE Scheme.
(b) Long-Term Incentive Plan 2006
Under the Long-Term Incentive Plan 2006, shares are conditionally awarded to the senior managers in the Company. The core awards are calculated as a
percentage of the participants’ salaries and scaled according to grades.
The awards granted between 2006 and 2011 will vest if the threshold levels of two co-dependent performance conditions – Return on Capital Employed
(‘ROCE’) and growth in cash flow per share, are achieved over the three-year performance period. The award granted in 2012 and 2013 is assessed against
ROCE, cumulative underlying cash flow from operations and relative sales measured against the IGD Index, with an Earnings Per Share gateway. The core
award can grow by up to four times, dependent on the level of performance. Straight-line vesting will apply if performance falls between two points. Awards
are structured as nil cost options.
Performance will be measured at the end of the three-year performance period. If the required level of performance has been reached, the awards vest and
50 per cent of the award will be released. Subject to participants remaining in employment for a further year, the balance will then be released one year after
the vesting date. Options granted to acquire the award of shares will expire two years from the vesting date. Dividends will accrue on the shares that vest in the
form of additional shares.
To achieve the maximum multiplier of four, the following criteria are required to be met:
Date of conditional award
24 June 2009
21 June 2010
19 May 2011
Date of conditional award
17 May 2012
16 May 2013
Cash flow per share %
15
15
12
Cumulative underlying cash flow
£6,500m
£6,500m
Return on capital employed %
12
12
A reconciliation of the number of shares conditionally allocated is shown below:
Outstanding at beginning of year
Conditionally allocated
Forfeited
Released to participants
Outstanding at end of year
The weighted average remaining contractual life of share options outstanding at 15 March 2014 was 1.3 years (2013: 1.0 years).
Targets to achieve maximum multiplier
Return on capital employed %
15
15
15
Targets to achieve maximum multiplier
Relative sales
Index+1% p.a.
Index+1% p.a.
2014
million
9.1
1.9
(0.4)
(3.6)
7.0
2013
million
9.6
2.1
(0.7)
(1.9)
9.1
J Sainsbury plc Annual Report and Financial Statements 2014
131
31 Share-based payments continued
Details of shares conditionally allocated at 15 March 2014 are set out below:
Date of conditional award
28 May 2008
24 June 2009
21 June 2010
19 May 2011
17 May 2012
16 May 2013
2014
million
–
0.1
1.6
1.5
1.9
1.9
7.0
2013
million
0.5
2.0
3.0
1.6
2.0
–
9.1
Options to acquire the award of shares were valued using the Black-Scholes option-pricing model. No performance conditions were included in the fair value
calculations. The fair value per option granted during the year and the assumptions used in the calculation are as follows:
Share price at grant date (pence)
Expected volatility (%)
Option life (years)
Risk-free interest rate (%)
Fair value per option (pence)
2014
384
15.3
4.2
1.6
384
2013
310
23.1
4.2
1.4
310
The expected volatility is based on the standard deviation of the Group’s share price for the period immediately prior to the date of grant of award, over the
period identical to the vesting period of the award, adjusted for management’s view of future volatility of the share price.
In March 2013, the three-year performance targets were met achieving a multiplier of 1.75 (2012: 1.70). During the year, a total number of 2.9 million shares
were released to employees as a result of achieving the performance target and 7.4 million options were exercised. The weighted average share price during
the year for options exercised was 378 pence (2013: 310 pence).
(c) Deferred Annual Bonus Plan
The Deferred Annual Bonus Plan, applied to the top levels of management including Executive Directors and comprised around 40 participants in total. The
first deferral took place in June 2007, in respect of the bonus awards for the financial year ended 24 March 2007. The second deferral took place in June 2008,
in respect of the bonus awards for the financial year ended 22 March 2008. The third and final deferral took place in June 2009, in respect to bonus awards for
the financial year ended 21 March 2009.
The Plan measured the Company’s TSR performance over a three-year period against a bespoke UK and European retail comparator group comprising: Ahold,
Carrefour, Casino, Delhaize, DSG International, Home Retail Group, Kingfisher, Marks & Spencer, Metro, Morrisons, Next and Tesco. Alliance Boots was removed
from the comparator group following its de-listing.
Up to two matched shares could be awarded for each share deferred depending on the extent to which the TSR measure is achieved. No shares were awarded
for below median performance, and the full match only applied where the Company achieved first place within the comparator group. At median position the
match was 0.5 shares for each deferred bonus share and the share match was pro-rated at every position between median and first place.
To the extent that the performance condition was met at the end of the three-year performance period, the matched shares would be added to the deferred
bonus shares. The deferred bonus shares and half of the matched shares could be accessed immediately following the performance test, while the remainder
were held over for a further year. Dividends or their equivalents accrued on shares that vested.
A reconciliation of the number of shares conditionally allocated is shown below:
Outstanding at beginning of year
Exercised
Outstanding at end of year
The weighted average remaining contractual life of share options outstanding at 15 March 2014 was 0.0 years (2013: 0.0 years).
Details of shares conditionally allocated at 15 March 2014 are set out below:
20 June 2008
2014
million
0.1
(0.1)
–
2013
million
0.5
(0.4)
0.1
2014
million
–
–
2013
million
0.1
0.1
132
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued
31 Share-based payments continued
(d) Deferred Share Award
The Deferred Share Award targets a diverse range of business critical financial and strategic scorecard measures. These are intended to reward the top 45
managers in the Company, including Executive Directors, for driving the short-term objectives that will directly lead to building the sustainable, long-term
growth of the Company. Awards are structured as nil cost options.
Share-based awards will be made to participants subject to performance against a basket of measures. At least 50 per cent of the award will be based on the
delivery of financial performance and returns to shareholders. The balance will be based on measures which will assess the Company’s performance relative to
its competitors as well as key strategic goals.
Performance against the target is measured over one financial year, but any shares awarded are deferred for a further two years to ensure that management’s
interests continue to be aligned with those of shareholders. The shares are subject to forfeiture if the participant resigns or is dismissed for cause prior to their
release date. Dividends accrue on the shares that vest in the form of additional shares.
A reconciliation of the number of shares granted over the year is shown below:
Outstanding at beginning of year
Granted
Exercised
Outstanding at end of year
The number of shares allocated at the end of the year is set out below:
20 May 2010
19 May 2011
17 May 2012
16 May 2013
2014
million
3.6
1.3
(2.3)
2.6
2014
million
–
–
1.3
1.3
2.6
2013
million
2.4
1.5
(0.3)
3.6
2013
million
1.0
1.2
1.4
–
3.6
The weighted average remaining contractual life of share options outstanding at 15 March 2014 was 1.5 years (2013: 1.1 years).
(e) Bonus Share Award
The Bonus arrangements for our senior managers and supermarket store managers include corporate and personal performance targets. A profit gateway
is in place which means that a certain level of underlying profit before tax must be achieved before any bonus related to the corporate element of the bonus
is released.
60 per cent of the bonus is paid in cash and 40 per cent converted into shares, which are automatically released after three financial years. The share element
of the bonus arrangement is called the Bonus Share Award. Bonus Shares are subject to forfeiture if the participant resigns or is dismissed for cause prior to
their release date. Dividends accrue on these shares and are released at the end of the three year retention period. Our top 45 managers do not receive Bonus
Share Awards as they receive Deferred Share Awards.
A reconciliation of the number of shares granted over the year is shown below:
Outstanding at beginning of year
Granted
Lapsed
Outstanding at end of year
The number of shares allocated at the end of the year is set out below:
17 May 2012
16 May 2013
The weighted average remaining contractual life of share options outstanding at 15 March 2014 was 1.7 years (2013: 2.2 years).
2014
million
3.5
4.4
(0.4)
7.5
2014
million
3.3
4.2
2013
million
–
3.7
(0.2)
3.5
2013
million
3.5
–
J Sainsbury plc Annual Report and Financial Statements 2014
133
32 Related party transactions
Group
During the year, the Group sold two properties with a fair value of £103 million to Manor Property Scottish Partnership, a Scottish partnership in which the
Group has a 0.001 per cent interest and subsequently entered into a 25 year lease of these properties. The operations of the partnership are controlled by the
J Sainsbury Pension Scheme and the Group has significant influence over the partnership by virtue of its contractual rights as General Partner to participate in
the financial and operating policy decisions of the partnership. The partnership is therefore treated as an Investment in Associate in the Group’s consolidated
financial statements and accounted for using the equity method. The gain on the disposal of the properties recognised outside of underlying profit was
£10 million and lease payments made to the partnership during the year were £3 million.
(a) Key management personnel
The key management personnel of the Group comprise members of the J Sainsbury plc Board of Directors and the Operating Board. The key management
personnel compensation is as follows:
Short-term employee benefits
Post-employment employee benefits
Share-based payments
2014
£m
11
1
10
22
Nine key management personnel had credit card balances with Sainsbury’s Bank (2013: seven). These arose in the normal course of business and were
immaterial to the Group and the individuals. Nine key management personnel held saving deposit accounts with Sainsbury’s Bank (2013: seven). These
balances arose in the normal course of business and were immaterial to the Group and the individuals.
(b) Joint ventures and associates
Transactions with joint ventures and associates
For the 52 weeks to 15 March 2014, the Group entered into various transactions with joint ventures and associates as set out below:
Management services provided
Remeasurement of previously held equity interest in Sainsbury’s Bank
Offset of creditor balance with investment (note 14)
Revenue share received from joint ventures
Interest income received in respect of interest bearing loans
Dividend income received
Repayment of loan to joint ventures
Investment in joint ventures and associates
Loan to joint venture
Acquisition of companies
Rental expenses paid
Purchase of assets
Year-end balances arising from transactions with joint ventures and associates
Receivables
Other receivables
Loans due from joint ventures
Floating rate subordinated undated loan capital1
Floating rate subordinated dated loan capital1
Other
Payables
Loans due to joint ventures
1 Balances due from Sainsbury’s Bank. Following acquisition of the remaining 50 per cent of Sainsbury’s Bank, year-end balances are now disclosed within the Company subsidiaries note a).
134
J Sainsbury plc Annual Report and Financial Statements 2014
2013
£m
9
1
11
21
2013
£m
17
–
(43)
–
1
18
16
(1)
(5)
(21)
(71)
–
2013
£m
14
25
30
15
2014
£m
16
15
–
4
1
1
4
(13)
(7)
–
(72)
(24)
2014
£m
21
–
–
18
(5)
(5)
Financial statementsNotes to the financial statements continued
32 Related party transactions continued
(c) Retirement benefit obligations
As discussed in note 30, the Group has entered into an arrangement with the Pension Scheme Trustee as part of the funding plan for the actuarial deficit in the
Scheme. Full details of this arrangement are set out in note 30 to these financial statements.
Company
(a) Subsidiaries
The Company enters into loans with its subsidiaries at both fixed and floating rates of interest on a commercial basis. Hence, the Company incurs interest
expense and earns interest income on these loans and advances. The Company also received dividend income from its subsidiaries during the financial year.
Transactions with subsidiaries
Acquisition of Sainsbury’s Bank
Repayment of floating rate subordinated undated loan capital from Sainsbury’s Bank1
Investment in subsidiaries
Loans and advances given to, and dividend income received from subsidiaries
Loans and advances given
Loans and advances repaid by subsidiaries
Interest income received in respect of interest bearing loans and advances
Dividend income received
Loans and advances received from subsidiaries
Loans and advances received
Loans and advances repaid
Interest expense paid in respect of interest bearing loans and advances
1 The undated subordinated loan capital was repaid in February 2014 following agreement in writing from the Prudential Regulation Authority.
Year-end balances arising from transactions with subsidiaries
Receivables
Loans and advances due from subsidiaries
Floating rate subordinated dated loan capital1
Payables
Loans and advances due to subsidiaries
2014
£m
(248)
50
(70)
236
(138)
183
250
(282)
218
(132)
2013
£m
–
–
–
402
(330)
161
250
(318)
3
(104)
2014
£m
2,591
60
2013
£m
2,461
–
(5,290)
(5,390)
1
No repayment of dated subordinated debt prior to its stated maturity may be made without the consent of the Prudential Regulation Authority and the Financial Conduct Authority. In the event of a
winding up of Sainsbury’s Bank, the loan is subordinated to ordinary unsecured liabilities. Interest is payable three months in arrears at LIBOR plus a margin of 0.6 per cent per annum for the duration of
the loan. The loan is due to be repaid in December 2014.
(b) Joint ventures and associates
Transactions with joint ventures and associates
For the 52 weeks to 15 March 2014, the Company entered into transactions with joint ventures and associates as set out below.
Services and loans provided to joint ventures
Interest income received in respect of interest bearing loans
Year-end balances arising from transactions with joint ventures and associates
Receivables
Loans due from joint ventures
Floating rate subordinated undated loan capital1
Floating rate subordinated dated loan capital1
Payables
Loans due to joint ventures
2014
£m
1
2014
£m
–
–
2013
£m
1
2013
£m
25
30
(5)
(5)
1 Balances due from Sainsbury’s Bank. Following acquisition of the remaining 50 per cent of Sainsbury’s Bank, year-end balances are now disclosed within the Company subsidiaries note a).
J Sainsbury plc Annual Report and Financial Statements 2014
135
33 Operating lease commitments
The Group leases various retail stores, offices, depots and equipment under non-cancellable operating leases. The leases have varying terms, escalation clauses
and renewal rights.
Aggregate future minimum lease payments:
Within one year
In the second to fifth years inclusive
After five years
Further analysis of the Group’s future minimum lease payments after five years is as follows:
Aggregate future minimum lease receipts:
Greater than five years but less than ten years
Greater than ten years but less than 15 years
After 15 years
2014
£m
554
2,071
6,402
9,027
2014
£m
1,811
1,252
3,339
6,402
2013
£m
507
1,889
6,164
8,560
2013
£m
1,725
1,308
3,131
6,164
The commercial terms of the Group’s operating leases vary, however they commonly include either a market rent review or an index linked rent review (with a
cap and collar). The timing of when rent reviews take place differs for each lease. The Group has pre-emption rights over a minor number of properties, which
provides the Group with the right of first refusal to purchase the property in the event the landlord chooses to sell. The option price payable for the asset in each
instance is normally referenced to current market value prevailing at the point of pre-emption.
For the purposes of calculating adjusted net debt, the total value of the Group’s capitalised operating lease commitments is £5,095 million (2013: £4,839 million)1.
The Group sublets certain leased properties:
Aggregate future minimum lease receipts:
Within one year
In the second to fifth years inclusive
After five years
1 Restated to reflect more detailed analysis of lease length beyond five years.
2014
£m
25
86
104
215
2013
£m
29
95
120
244
34 Capital commitments
The Group has entered into contracts totalling £230 million (2013: £295 million) for future capital expenditure in relation to property, plant and equipment and
£nil (2013: £1 million) for intangible assets not provided for in the financial statements.
The Company does not have any capital commitments (2013: £nil).
35 Financial commitments
Sainsbury’s Bank has off balance sheet financial instruments committing it to extend credit to customers of £58 million (2013: £48 million).
36 Contingent liabilities
The Group has a contingent liability for indemnities arising from the disposal of subsidiaries. No provision has been recognised on the basis that any potential
liability arising is not considered probable. It is not possible to quantify the impact of this liability with any certainty.
136
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued
37 Business combinations
On 31 January 2014 the Group acquired 50 per cent of the ordinary share capital of Sainsbury’s Bank plc from Lloyds Banking Group for consideration of
£193 million and at the same time purchased £25 million of floating rate subordinated undated loan capital and £30 million of floating rate subordinated
dated loan capital. Sainsbury’s Bank provides banking services and related financial services wholly within the UK.
Prior to the acquisition, the Group held 50 per cent of the ordinary share capital of Sainsbury’s Bank, which was recorded within investments in joint ventures.
The acquisition will benefit customers and shareholders, allowing the full future potential of the Bank to be realised. Accounting is on a provisional basis with
the final consideration payment under negotiation with Lloyds Banking Group.
Details of the purchase consideration are as follows.
Purchase consideration (refer to (c) below):
Cash paid
Deferred consideration
Acquisition-date fair value of the previously held equity interest
Total purchase consideration
The provisional assets and liabilities recognised as a result of the acquisition are as follows:
Cash and balances at central banks
Investment securities
Loans and advances to customers
Property, plant and equipment
Intangible assets
Deferred tax assets
Other assets, prepayments and accrued income
Derivatives and other liabilities
Customer accounts and deposits by banks
Provisions for liabilities and charges
Accruals and deferred income
Other borrowed funds
Net identifiable assets acquired
Add: goodwill
Net assets acquired
2014
£m
199
5
193
397
Provisional
values on
acquisition
£m
1,259
31
2,551
18
43
4
164
(29)
(3,543)
(14)
(33)
(99)
352
45
397
Pre acquisition
carrying values
£m
1,259
31
2,597
18
4
–
164
(29)
(3,532)
(14)
(33)
(110)
355
Fair value
adjustments
£m
–
–
(46)
–
39
4
–
–
(11)
–
–
11
(3)
Goodwill arising on the acquisition is attributable to the synergies expected to be achieved. None of the goodwill recognised is expected to be deductible for
income tax purposes.
(a) Acquired receivables – loans and advances to customers
The fair value of loans and advances to customers is £2,551 million. The gross loans and advances to customers pre-fair value adjustments are £2,680 million
against which an £83 million provision for impairment is held. The fair value adjustment to loans and advances in the table above represents movements in
credit spreads on collectable assets.
(b) Revenue and profit contribution
From the date of acquisition, the acquired business has contributed £28 million of revenue and £6 million of underlying operating profit to the Group. If the
acquisition date had been on the first day of the financial year (assuming 50 weeks to 28 February), Group revenues for the year would have been £24,221 million
and Group underlying profit would have been £926 million. These amounts have been calculated using the Group’s accounting policies. The information is
provided for illustrative purposes only and is not necessarily indicative of the results of the combined Group that would have occurred had the purchase
actually been made at the beginning of the year, or indicative of future results of the combined Group.
(c) Cash impact of acquisition
Cash consideration
Fair value of subordinated loan note receivables acquired
Cash acquired
Acquisition of subsidiaries, net of cash acquired
Direct costs relating to the acquisition
Net cash impact
2014
£m
(199)
(44)
1,259
1,016
(7)
1,009
J Sainsbury plc Annual Report and Financial Statements 2014
137
37 Business combinations continued
(d) Acquisition adjustments included in non-underlying profit before tax
The following items have been excluded from underlying profit before tax and are presented separately on the face of the income statement.
Acquisition adjustment fair value unwind included in revenue
Remeasurement of the previously held equity interest included in other income
Acquisition adjustment fair value unwind included in cost of sales
Acquired intangible amortisation included in administrative expenses
Acquisition adjustments
Acquisition related costs included in administrative expenses
2014
£m
3
15
1
(1)
18
(7)
11
Excluded from underlying profit before tax are costs of £45 million in relation to Sainsbury’s Bank, of which £7 million are acquisition related and £38 million
are the costs of transitioning to a new banking platform.
38 Capital resources
The following table shows the composition of regulatory capital resources of Sainsbury’s Bank (before any Group adjustments), being the regulated entity,
at the balance sheet date:
Tier 1 capital:
Ordinary share capital
Allowable reserves
Deduction for intangible assets
Total Tier 1 capital
Lower Tier 2 capital:
Dated loan stock
Total Tier 2 capital
Total capital
2014
£m
240
138
(35)
343
10
10
353
The Bank’s regulatory capital is analysed into two tiers. Tier 1 capital includes ordinary share capital and retained earnings after the deduction of intangible
assets. Tier 2 capital includes dated loan stock. Various limits are applied to elements of the capital base. Tier 2 capital cannot exceed Tier 1, and lower Tier 2
capital cannot exceed 50 per cent of Tier 1 capital. The Bank meets both requirements.
Capital management
The Bank manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its activities.
Capital adequacy is monitored on an ongoing basis by senior management, the Asset and Liability Committee, the Board Risk Committee and the Bank’s Board.
Our submissions to the PRA in the year have shown that the Bank has complied with all externally imposed capital requirements (until April 2013,
submissions were made to the Financial Services Authority).
138
J Sainsbury plc Annual Report and Financial Statements 2014
Financial statementsNotes to the financial statements continued
Five year financial record
Financial results (£m)
Underlying sales (including Value Added Tax, including fuel, including bank)
26,353
25,632
24,511
22,943
21,421
2014
Restated
2013
2012
2011
2010
Underlying operating profit
Sainsbury’s Supermarkets
Sainsbury’s Bank
Underlying net finance costs1
Underlying share of post-tax profit from joint ventures
Underlying profit before tax1,2
Increase on previous year (%)
Underlying operating profit margin (%)3
Earnings per share
Underlying basic (pence)2
Increase on previous year (%)
Proposed dividend per share (pence)4
Retail statistics for UK food retailing
Number of outlets at financial year end
over 55,000 sq ft sales area
40,001 - 55,000 sq ft sales area
25,001 - 40,000 sq ft sales area
15,000 - 25,000 sq ft sales area
under 15,000 sq ft sales area
Sales area (000 sq ft)
Net increase on previous year (%)5
New stores5
Sales intensity (including Value Added Tax)5,6
Per square foot (£ per week)
873
6
879
(111)
30
798
5.3
3.65
32.8
6.5
17.3
101
127
146
116
713
1,203
831
–
831
(111)
38
758
6.5
3.57
30.8
9.6
16.7
94
123
147
118
624
1,106
789
–
789
(109)
32
712
7.1
3.54
28.1
6.0
16.1
81
123
152
115
541
1,012
738
–
738
(97)
24
665
9.0
3.50
26.5
10.9
15.1
64
124
155
113
478
934
671
–
671
(79)
18
610
17.5
3.36
23.9
12.7
14.2
45
125
156
115
431
872
22,160
21,265
20,347
19,108
17,750
4.2
104
4.5
101
6.5
92
7.7
68
6.3
89
18.93
19.27
19.47
20.04
20.42
Certain amounts here have been restated and do not correspond to the Annual Report for the 52 weeks to 16 March 2013. These reflect adjustments made as a
result of IAS 19 Revised as detailed in Note 2.
1
2
Net finance costs pre-retailing financing fair value movements, IAS 19 Revised pension financing (charge)/credit and one-off items that are material and infrequent in nature.
Profit before tax from continuing operations before any gain or loss on the sale of properties, investment property fair value movements, impairment of goodwill, retailing financing fair value movements,
IAS 19 Revised pension financing (charge)/credit, defined benefit pension scheme expenses, acquisition adjustments and one-off items that are material and infrequent in nature.
3 Operating profit margin based on sales excluding Value Added Tax, including fuel.
4 Total proposed dividend in relation to the financial year.
5 Includes all convenience stores and convenience acquisitions.
6 2009/10 adjusted for comparative purposes to remove the dilutive effect of the temporary VAT reduction to 15 per cent between 1 December 2008 and 1 December 2009.
J Sainsbury plc Annual Report and Financial Statements 2014
139
Additional shareholder information
Additional shareholder information
Financial calendar 2014/15
Dividend payments
Ordinary dividend:
Ex-dividend date
Record date
Final dividend payable
Ex-dividend date
Record date
Interim dividend payable
Other dates
Annual General Meeting – London
Interim results announced
Interim report available at j-sainsbury.co.uk
Preliminary Results announced
Annual General Meeting – London
14 May 2014
16 May 2014
11 July 2014
20 November 2014
21 November 2014
2 January 2015
9 July 2014
12 November 2014
12 November 2014
6 May 2015
8 July 2015
Annual General Meeting (‘AGM’)
The AGM will be held at 11.00am on Wednesday, 9 July 2014 at The
Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster,
London SW1P 3EE. The Notice of the Meeting and the proxy card for
the meeting are enclosed with this report.
Registrars
For information about the AGM, shareholdings, dividends and to
report changes to personal details, shareholders should contact:
Computershare Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol BS99 6ZZ. Telephone: 0870 702 0106
Please remember to tell Computershare if you move house or change
bank details or if there is any other change to your account
information.
You can view and manage your shareholding online at
www.investorcentre.co.uk. You will require your 11 character
Shareholder Reference Number (‘SRN’) to log in. Your SRN starts with
the letter C or G and is followed by 10 numbers. It can be found on
share certificates and dividend tax vouchers.
Having your dividends paid directly into your bank or building
society account is a more secure way than receiving your dividend by
cheque. If you would prefer your dividends to be paid directly into
your bank or building society account further information is available
from Computershare Investor Services (address and telephone
number above). You will still receive a tax voucher detailing each
dividend to enable you to complete your tax return to HMRC.
Shareholder communications
Company website
J Sainsbury plc Interim and Annual Reports, and results
announcements are available via the internet on our website at
www.j-sainsbury.co.uk. As well as providing share price data and
financial history, the site also provides background information about
the Company, regulatory and news releases, and current issues.
Shareholders can receive email notification of results and press
announcements as they are released by registering on the page
called ‘Email news service’ in the Investor section of the website.
Annual Report and Financial Statements
The Annual Report and Financial Statements 2014 (the ‘Annual
Report’) is published on our website at www.j-sainsbury.co.uk/ar2014
and has only been sent to those shareholders who have asked for a
paper copy. Shareholders who have not requested a paper copy of the
Annual Report have been notified of its availability on the website.
A paper copy of the Annual Report is available by writing to
the Company Secretary, J Sainsbury plc, Store Support Centre,
33 Holborn, London EC1N 2HT or you can email your request to
investor.relations2@sainsburys.co.uk.
Electronic shareholder communications
The Company encourages all shareholders to receive their
shareholder communications electronically in order to reduce our
impact on the environment. Shareholders can register their email
address at www.etreeuk.com/jsainsbury and for each new
shareholder that does so we will make a donation to the Tree for All
campaign run by the Woodland Trust. By registering with the eTree
programme you will be giving the Company permission to send all
shareholder documents to you via email with a link to a secure website.
Alternatively, the Company has set up a facility for shareholders to take
advantage of electronic communications. The service allows you to:
• view the Annual Report and Financial Statements on the day it is
published;
• receive electronic notification of the availability of future shareholder
information (you must register your email for this service);
• check the balance and current value of your shareholding and view
your dividend history; and
• submit your vote online prior to a general meeting.
For more information, to view the terms and conditions, and to register
for the service, log on to www.j-sainsbury.co.uk/investors, click on
‘Shareholder Services’ and then follow the instructions on screen.
Alternatively, register by visiting www-uk.computershare.com/investor.
For all methods, you will require your 11 character SRN which can be
found on your share certificate or latest tax voucher.
Investor relations
For investor enquiries please contact: Mike Scott, Head of Investor
Relations, J Sainsbury plc, Store Support Centre, 33 Holborn, London
EC1N 2HT.
140
J Sainsbury plc Annual Report and Financial Statements 2014
Shareholder profiles
End of year information at 15 March 2014
Number of shareholders
Number of shares in issue
By size of holding
500 and under
501 to 1,000
1,001 to 10,000
10,001 to 100,000
100,001 to 1,000,000
Over 1,000,000
By category of shareholder
Individual and other shareholders
Insurance companies
Banks and Nominees
Investment Trusts
Pension Funds
Other Corporate Bodies
2014
117,937
1,907,210,915
2013
118,144
1,892,990,218
Shareholders
%
2013
62.21
12.64
23.13
1.53
0.35
0.14
100.00
Shareholders
%
2013
92.07
0.07
7.51
0.03
0.01
0.31
100.00
2014
61.70
12.34
23.80
1.66
0.35
0.15
100.00
2014
90.70
0.08
8.87
0.03
0.01
0.31
100.00
2014
0.43
0.58
4.10
2.50
7.46
84.93
100.00
2014
5.80
0.03
91.02
0.01
0.01
3.13
100.00
Shares
%
2013
0.44
0.60
3.97
2.36
7.62
85.01
100.00
Shares
%
2013
8.50
0.03
85.98
0.08
0.01
5.40
100.00
Shareholder services
Share dealing services
To buy or sell your J Sainsbury plc ordinary shares, please visit your
stockbroker or a high street bank who will usually be able to assist
you. Alternatively, you may consider using:
• The Share Centre Ltd who offer a postal dealing service and they
can be contacted at The Share Centre, PO Box 2000, Oxford Road,
Aylesbury, Buckinghamshire HP21 8ZB. Telephone: 01296 414141
or freephone 08000 282812 and quote ‘Sainsbury’s’; or
• Computershare who offer a telephone and internet facility
which gives shareholders the opportunity to trade at a known
price. The telephone service is available from 8.00am to 4.30pm,
Monday to Friday, excluding bank holidays, on telephone
number 0870 703 0084. The internet share dealing service
gives shareholders the option to submit instructions to
trade online and more information can be found by visiting
www.computershare.com/dealing/uk.
Further information and detailed terms and conditions are available
on request by calling either provider.
Dividend Reinvestment Plan (‘DRIP’)
The Company has a DRIP, which allows shareholders to reinvest their
cash dividends in the Company’s shares bought in the market
through a specially arranged share dealing service. No new shares are
allotted under this DRIP and 29,600 shareholders participate in it. Full
details of the DRIP and its charges, together with mandate forms, are
available from the Registrars. Alternatively, you can elect to join the
DRIP by registering for Investor Centre at www.investorcentre.co.uk.
Key dates for the final dividend are as follows:
Last date for return of revocation of DRIP mandates
DRIP shares purchased for participants
DRIP share certificates issued
20 June 2014
11 July 2014
21 July 2014
Individual Savings Account (‘ISA’)
A corporate ISA is available from The Share Centre Ltd and offers
a tax efficient way of holding shares in the Company. For further
information contact: The Share Centre, PO Box 2000, Oxford Road,
Aylesbury, Buckinghamshire HP21 8ZB. Telephone: 01296 414141
or freephone 08000 282812 and quote ‘Sainsbury’s’.
American Depository Receipts (‘ADRs’)
The Company has a sponsored Level I ADR programme for which
The Bank of New York Mellon acts as depositary.
The ADRs are traded on the over-the-counter (‘OTC’) market in
the US under the symbol JSYNSY, where one ADR is equal to four
ordinary shares.
All enquiries relating to ADRs should be addressed to:
BNY Mellon
Shareowner Services
PO Box 358516
Pittsburgh
PA 15252-8516
Toll Free Telephone # for domestic callers: 1-888-BNY-ADRS
International callers can call: +1-201-680-6825
Email: shrrelations@bnymellon.com
ShareGift
If you have only a small number of shares which would cost more for
you to sell than they are worth, you may wish to consider donating
them to the charity ShareGift (Registered Charity 1052686) which
specialises in accepting such shares as donations. The relevant stock
transfer form may be obtained from Computershare Investor Services
PLC. There are no implications for Capital Gains Tax purposes (no gain
or loss) on gifts of shares to charity and it is also possible to obtain
income tax relief. Further information about ShareGift may be
obtained on 020 7930 3737 or from www.sharegift.org.
J Sainsbury plc Annual Report and Financial Statements 2014
141
Additional shareholder information
Continued
Share fraud
Over the past few years we have been aware, as have many listed companies, that our shareholders have received unsolicited phone calls or
correspondence concerning investment matters. Share fraud includes scams where investors are called out of the blue and offered shares that
often turn out to be worthless or non-existent, or an inflated price for shares they own. These calls come from fraudsters operating in ‘boiler
rooms’ that are mostly based abroad. Further information on how to avoid share fraud or report a scam can be found on our website at
www.j-sainsbury.co.uk
Dividends
Financial year
Interim
Final
Total net
04/05
2.15p
5.65p
7.80p
05/06
2.15p
5.85p
8.00p
06/07
2.40p
7.35p
9.75p
07/08
3.00p
9.00p
12.00p
08/09
3.60p
9.60p
13.20p
09/10
4.00p
10.20p
14.20p
10/11
4.30p
10.80p
15.10p
11/12
4.50p
11.60p
16.10p
12/13
4.80p
11.90p
16.70p
13/14
5.00p
12.30p
17.30p
The 2013/14 interim dividend was paid on 3 January 2014.
Consolidated Tax Vouchers
The Company has adopted the Consolidated Tax Voucher (‘CTV’)
process in relation to dividend payments. This means that those
shareholders receiving their dividend direct into their bank account
will receive a CTV once a year detailing all payments made
throughout that year.
Registered office and advisers
Registered office
J Sainsbury plc
33 Holborn
London EC1N 2HT
Registered number 185647
Tax information – Capital Gains Tax (‘CGT’)
For CGT purposes, the market value of ordinary shares on 31 March
1982 adjusted for all capital adjustments was 91.99 pence and
B shares 10.941 pence.
Auditors
PricewaterhouseCoopers LLP
1 Embankment Place
London WC2N 6RH
Share capital consolidation
The original base cost of shares apportioned between ordinary shares
of 284/7 pence and B shares is made by reference to the market value
of each class of shares on the first day for which a market value is
quoted after the new holding came into existence. The market value
for CGT purposes of any share or security quoted on the Stock
Exchange Daily Official List is generally the lower of the two quotations
on any day plus one quarter of the difference between the values.
Solicitors
Linklaters LLP
One Silk Street
London EC2Y 8HQ
Stockbrokers
UBS
1 Finsbury Avenue
London EC2M 2PP
On Monday, 19 July 2004 the values were determined as follows:
Morgan Stanley
25 Cabot Square
Canary Wharf
London E14 4QA
New ordinary shares 257.5 pence
B shares 35 pence
General contact details
Share price information is available on the Company’s website,
in the financial press and the Cityline service operated by the
Financial Times (Telephone: 0906 003 3904).
For general enquiries about Sainsbury’s Finance call: 0500 405 060.
For any customer enquiries please contact our Customer Careline by
calling: 0800 636 262.
142
J Sainsbury plc Annual Report and Financial Statements 2014
Cautionary statement
Certain statements included in this Annual Report are forward
looking and are therefore subject to risks, assumptions and
uncertainties that could cause actual results to differ materially from
those expressed or implied because they relate to future events.
These forward-looking statements include, but are not limited to,
statements relating to the Company’s expectations. Forward-looking
statements can be identified by the use of relevant terminology
including the words: ‘believes’, ‘estimates’, ‘anticipates’, ‘expects’,
‘intends’, ‘plans’, ‘goal’, ‘target’, ‘aim’, ‘may’, ‘will’, ‘would’, ‘could’
or ‘should’ or, in each case, their negative or other variations or
comparable terminology and include all matters that are not
historical facts. They appear in a number of places throughout this
Annual Report and include statements regarding our intentions,
beliefs or current expectations and those of our officers, Directors
and employees concerning, amongst other things, our results of
operations, financial condition, liquidity, prospects, growth, strategies
and the businesses we operate. Consequently, our actual future
financial condition, performance and results could differ materially
from the plans, goals and expectations set out in our forward-looking
statements. The Company undertakes no obligation to publicly
update any forward-looking statement, whether as a result of new
information, future events or otherwise.
Glossary
Active Kids – Our nationwide scheme to
help inspire school children to take more
exercise and to eat more healthily. Launched
in 2005, Active Kids is open to all nursery,
primary and secondary schools as well as
Scouts and Girl Guides in the UK.
www.sainsburys.co.uk/activekids
Annual General Meeting (AGM) – This year
the AGM will be held on Wednesday 9 July
2014 at The Queen Elizabeth II Conference
Centre, Broad Sanctuary, Westminster,
London SW1P 3EE at 11.00am.
basics – Sainsbury’s entry level own-brand
range of products.
bps – Basis points.
Brand Match – Unique initiative using
market-leading technology guaranteeing
price match on the basket of comparable
grocery branded goods with Asda and Tesco.
Over 14,000 branded grocery lines are
included and the initiative works by offering
customers who spend over £20 and buy at
least one branded product coupons at the till,
there and then for use at their next shop. We
even include promotions provided the same
number of products are bought. Maximum
value of coupons £10.
by Sainsbury’s – Core own label brand.
Click & Collect – Service which allows
customers to place general merchandise
orders online for collection from over 900
stores.
EBITDAR – Earnings before interest, tax,
depreciation, amortisation and rent.
ESOP Trusts – Employee Share Ownership
Plan Trusts.
Fairtrade – The Fairtrade label is an
independent consumer label that guarantees
a fair deal for marginalised workers and
small scale farmers in developing countries.
Producers receive a minimum price that
covers the cost of production and an extra
premium that is invested in the local
community.
www.fairtrade.org.uk
Fair value – The amount for which an asset
could be exchanged, or a liability settled,
between knowledgeable, willing parties in an
arm’s length transaction.
FTSE4Good – The FTSE Group, an indexing
company, runs the FTSE4Good index series to
measure the performance of companies that
meet CR standards, and to facilitate
investment in those companies.
www.ftse.com/ftse4good
FVTPL – Fair value through profit and loss.
Method of valuing a financial instrument
where changes in fair value are recognised
directly in the income statement.
Gearing – Net debt divided by net assets.
Group – The Company and its subsidiaries.
IFRIC – International Financial Reporting
Interpretations Committee.
CMBS – Commercial Mortgage Backed
Securities.
IFRSs – International Financial Reporting
Standard(s).
Collection – Sainsbury’s own-brand general
merchandising products.
Income Statement – Formerly known as
the profit and loss account under UK GAAP.
Joint venture (JV) – A business jointly
owned by two or more parties.
Kantar Worldpanel – An independent third
party providing data on the UK Grocery
Market.
Live Well for Less – Sainsbury’s customer
commitment to continue to help people live
the life they want to live, with quality
products at fair prices.
Like-for-like sales – The measure of
year-on-year same store growth.
LTIP – Long Term Incentive Plan.
MSC – Marine Stewardship Council.
Nectar – The most popular loyalty scheme
in the UK, of which Sainsbury’s is a partner.
Company – J Sainsbury’s plc.
Corporate Responsibility and
Sustainability (CR&S) – The need to act
responsibly in managing the impact on a
range of stakeholders: customers, colleagues,
investors, suppliers, the community and the
environment.
CPI – Consumer Price Index.
Dividend cover – Underlying profit after tax
from continuing operations attributable to
equity shareholders divided by total value
of dividends declared during the year.
Dividend Reinvestment Plan (DRIP) –
Allows shareholders to reinvest their cash
dividend in shares of the Company through
a specially arranged share dealing service.
Earnings Per Share (EPS) – Earnings
attributable to ordinary shareholders of the
parent divided by the weighted average
number of ordinary shares in issue during
the year, excluding those held by ESOP
Trusts, which are treated as cancelled.
Non-controlling interest – The equity in
a subsidiary not attributable, directly or
indirectly, to the Company.
OFT – Office of Fair Trading.
PRA – Prudential Regulation Authority.
Real discount rate – Discount rate less
inflation rate.
ROCE – Return on capital employed.
RPI – Retail Price Index.
Taste the Difference – Sainsbury’s
premium own-brand range of products.
Total Shareholder Return (TSR) – The
growth in value of a shareholding over a
specified period, assuming that dividends
are reinvested to purchase additional units of
the stock.
Tu – Sainsbury’s own label clothing range.
Underlying basic earnings per share –
Profit after tax from continuing operations
attributable to equity holders of the parent
before any profit or loss on the disposal of
properties, investment property fair value
movements, impairment of goodwill,
retailing financing fair value movements, the
financing element of IAS 19 Revised, defined
benefit pension scheme expenses,
acquisition adjustments arising from the
Sainsbury’s Bank acquisition, and one-off
items that are material and infrequent in
nature, divided by weighted average number
of ordinary shares in issue during the year,
excluding those held by ESOP trusts, which
are treated as cancelled.
Underlying cash flow from operations –
Underlying cash generated from operations
before net rent and cash payments to the
pension scheme.
Underlying operating profit – Underlying
profit before tax from continuing operations
before underlying net finance costs and
underlying share of post-tax profit or loss
from joint ventures.
Underlying profit before tax – Profit before
tax from continuing operations attributable
to equity holders of the parent before any
profit or loss on the disposal of properties,
investment property fair value movements,
impairment of goodwill, retailing financing
fair value movements, the financing element
of IAS 19 Revised, defined benefit pension
scheme expenses, acquisition adjustments
arising out of the Sainsbury’s Bank
acquisition, and one-off items that are
material and infrequent in nature.
J Sainsbury plc Annual Report and Financial Statements 2014
143
Achievements
Supermarket of the Year
For the third consecutive year, and the sixth time
in eight years, we won Supermarket of the Year at
the Retail Industry Awards 2013, as we continue
to outperform the UK grocery market in a tough
climate.
Best Convenience Retailer
For the fourth year running, we won Convenience
Retailer of the Year, as our convenience business
grew at around 19 per cent year-on-year.
Drinks Retailer of the Year
We were awarded Drinks Retailer of the Year for
the second consecutive year.
Consumer Initiative of the Year
We won Consumer Initiative of the Year at the
Grocer Gold Awards 2013 for inspiring, delighting
and winning the loyalty of our customers
throughout our sponsorship of the London 2012
Paralympic Games.
Online Retailer of the Year
We won Online Retailer of the Year as we grow
our online business, with initiatives such as the
introduction of early morning delivery slots and
increasing our service to more customers across
the UK.
Green Retailer of the Year
As the UK’s largest retail user of anaerobic
digestion technology, we were recognised for
our focus on food waste and our achievement
of hitting our zero food waste to landfill target
in 2012.
Grocer 33 for Availability and
Customer Service
We won the Grocer 33 awards for Availability and
Customer Service. These awards are based on
the results of the mystery shops that The Grocer
carries out every week in supermarkets across
the UK.
Embedding sustainability
Sainsbury’s was listed in the Dow Jones
Sustainability Index for the seventh consecutive
year. This index is one of the leading ways that
sustainability is measured in the international
business community.
Leading retailer for sustainability
We continue to be recognised for our
sustainability approach in the independent,
highly regarded FTSE4Good Index, which we
have been part of since its inception in 2001.
The index evaluates businesses from around
the world against key social, environmental
and governance practices.
Top employer for women
We were ranked in the Times Top 50 Employers
for Women 2014 for our proactive approach to
career development.
Sourcing to high welfare standards
We won Responsible Business of the Year at
the RSPCA Animal Hero Awards 2013 for our
commitment to sourcing all meat, poultry, eggs,
game and dairy products from suppliers who
adhere to independent higher welfare standards
by the year 2020.
Animal welfare
We received the Best Retailer Marketing award from
Compassion in World Farming for including high
welfare products in our promotions throughout
the year and engaging colleagues to ensure better
communication of this work to our customers.
Investing in our people
We received a second Gold accreditation for
our commitment to improve our business by
investing in our colleagues. We are the only
supermarket ever to receive this accolade.
Business of the Year
We won QBE FTSE100 Business of the Year at the
2013 National Business Awards for achieving
good growth in a highly competitive sector
while aligning social impact with commercial
objectives at every level.
144
J Sainsbury plc Annual Report and Financial Statements 2014
Find out more at
j-sainsbury.co.uk
This report is printed on UPM Fine.
The printer is certified to the
environmental management system
ISO 14001 and is also CarbonNeutralTM
The FSC logo identifies products which contain
wood from well managed forests certified
in accordance with the rules of the Forest
Stewardship Council. FSC Trademark © 1996
Forest Stewardship Council, A.C.
Cert no. XXX-XXX-000 Annual Report
and Financial
Statements
2014