Mothercare plc Annual Report 2012

Plain-text annual report

Mothercare plc Annual report and accounts 2012 Transformation and growth www.mothercareplc.com Financial highlights Worldwide network sales £1,232.4m +6.4% UK sales £560.0m UK retail (stores and direct) and UK wholesale sales -4.6% International sales +17.8% £672.4m Retail sales achieved by our franchise partners joint ventures and associate and International wholesale sales Group sales £812.7m +2.4% UK sales £560.0m UK retail (stores and direct) and UK wholesale sales -4.6% International sales £252.7m Royalty revenues, landed cost of goods delivered to our franchise partners and International wholesale sales +22.4% Operating proﬁt £1.6m -94.4% Stores across the world 1,339 Space 4,229k sq. ft. +5.7% +9.5% UK operating loss £24.7m vs. proﬁt of £11.1 million last year International operating proﬁt £34.9m Corporate expenses £7.6m UK stores 311 Space 1,946k sq. ft. International stores 1,028 Space 2,283k sq. ft. n/a +26.9% +1.3% -16.6% -3.5% +15.0% +23.7% Our brands Contents O v e r v e w i Mothercare Mothercare opened its ﬁrst store in 1961 and since its earliest days has been a specialist retailer of products for mothers-to- be, babies and children up to the age of eight. Our core area of specialism remains the pre-birth months and babies aged up to two years of age. Mothercare’s product offering is wide and includes maternity and children’s clothing, furniture and home furnishings for babies and young children, bedding, feeding, bathing, travel equipment and toys. We sell our products through retail, internet and wholesale operations in the UK and Internationally through a small but growing wholesale operation and signiﬁcant franchise operations in Europe, the Middle East and Africa, Asia Paciﬁc and more recently Latin America. Mothercare stores UK – in town: 106 UK – OOT*: 103 International: 668 *OOT = Out of town Early Learning Centre Early Learning Centre was set up in 1971 as a mail order business selling educational books and toys, and was acquired by the group in 2007. Today ELC is a designer and retailer of educational toys for children aged up to eight years, which are primarily own-brand products designed and sourced through our state-of-the-art sourcing centre in Hong Kong. Product is sold through retail, internet, catalogue and wholesale operations in the UK and through our small wholesale and signiﬁcant franchise operations in Europe, the Middle East and Africa, Asia Paciﬁc and more recently Latin America. ELC stores UK – in town: 102 UK – inserts in Mothercare stores: 111 Note: the ﬁgure above refers to inserts in 103 OOT Mothercare stores and eight in town Mothercare stores International: 360 Overview Our brands At a glance Our mission Chairman’s statement Chief Executive’s statement Business review Business review Financial review KPIs – Financial and non-ﬁnancial Risks Corporate responsibility Governance Board of directors Executive committee Corporate governance Directors’ report Remuneration report Appendix to the remuneration report Financial statements Directors’ responsibilities statement Independent auditor’s report to the members of Mothercare plc Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated statement of changes in equity Consolidated cash ﬂow statement Notes to the consolidated ﬁnancial statements Company ﬁnancial statements Independent auditor’s report on the Company ﬁnancial statements Company balance sheet Notes to the Company ﬁnancial statements Five year record Shareholder information For more information visit: www.mothercareplc.com 01 02 04 08 10 16 18 22 24 26 30 31 32 38 42 50 54 55 56 56 57 58 59 60 98 99 100 101 104 105 Mothercare plc Annual report and accounts 2012 01 At a glance UK Consumer spending remained challenging throughout the year, which resulted in the UK delivering an operating loss of £24.7 million for the ﬁnancial year ended 31 March 2012. Total UK sales were down 4.6 per cent at £560.0 million, with like- for-like sales down 6.2 per cent. Gross margin erosion of circa 500 basis points over the year put further pressure on UK proﬁtability. As a result the UK delivered an operating loss of £24.7 million for the year ended 31 March 2012 The strategy for transforming the UK will, over the next three years, dispose of loss making stores, reduce the operating cost base by at least £20 million and invest in product, store environment and services, thereby returning the UK to proﬁtability UK sales Clothing 34% Home & travel 36% Toys 30% Store sales £398.7m UK store sales down 8.7% Direct £130.0m UK direct sales up 0.8% Wholesale £31.3m Wholesale sales up 44.9% 2012 2011 £398.7m £436.6m 2012 2011 £130.0m £129.0m 2012 2011 £31.3m £21.6m We ended the year with 311 stores in the UK having closed a net 62 stores (closed 67 and opened ﬁve stores) during the year. Space in the UK was down 3.5 per cent, closing the year with 1,946k sq. ft. across the store portfolio. It is our intention to further reduce the store network to circa 200 stores, reducing space to circa 1,700k sq. ft. by March 2015. Over the year store-based sales were down 8.7 per cent to £398.7 million. This was attributable to both the decline in like-for-like sales and the continued closure of stores. Total direct sales were up 0.8 per cent at £130.0 million with Direct in Home sales of £91.7 million and Direct in Store sales of £38.3 million. The legacy platform, which contributed to the under performance of our sales in this segment, has now been replaced by a new platform. Our new website offers additional functionality making it easier for customers to navigate and complete orders more effectively, which is expected to restore this segment of our sales to growth. Wholesale sales were up 44.9 per cent to £31.3 million. The mini club range, which is a strategic partnership with Boots UK, continues to perform well. We are exploring the opportunities for growing ELC’s wholesale sales and have conducted successful trials with several leading retailers over the Christmas period. 02 Mothercare plc Annual report and accounts 2012 O v e r v e w i International sales Clothing 64% Home & travel 21% Toys 15% International Our International business, with 1,028 stores across 58 countries and with 41 partners, continues to grow and saw proﬁts increase by 26.9 per cent to £34.9 million. International retail sales were up 18.5 per cent to £665.5 million with like-for-like sales growth of 6.1 per cent We took our ﬁrst steps into a new region, Latin America, and are encouraged by the potential offered by these new markets. We continue to see growth opportunities over the next three years of circa 20 per cent per annum across our International markets with Europe and the Middle East and Africa expected to grow by circa 10 per cent per annum, Asia Paciﬁc by circa 20 per cent and Latin America by over 100 per cent Stores £665.5m Direct n/a Wholesale £6.9m International store sales up 18.5% International Direct launching in FY13 Wholesale sales down 26.6% 2012 2011 £6.9m £9.4m We have a small wholesale business for ELC that helps us extend our reach to markets where we do not have franchise stores. Over the year wholesale sales were down 26.6 per cent to £6.9 million. This was mainly the result of changing our wholesale operations in North America. We have taken our ﬁrst steps towards a multi-channel strategy across our International markets. We now have operational internet sites for ELC in Russia and Australia and for Mothercare in Kuwait, Ireland and Australia. We work with our franchise partners to develop appropriate websites and believe all our major partners will have transactional websites by March 2015. 2012 2011 £665.5m £561.5m Retail sales through our franchise partners’ stores were up 18.5 per cent to £665.5 million. We have continued to open stores across all our geographies. Europe – 409 stores in 28 countries and increased space by 6.7 per cent Asia Paciﬁc – 318 stores in 13 countries and increased space by 53 per cent Middle East and Africa – 290 stores in 14 countries and increased space by 23.1 per cent Latin America – At the year end we had 11 stores in three countries and recently opened in Venezuela. We now have 12 stores in four countries Mothercare plc Annual report and accounts 2012 03 Our mission Our aim is to be the deﬁnitive one-stop-shop for mothers across the world for product, value and service. The brand qualities that will help us deliver transformation and growth: p06 p05 Passion We are passionate about the quality of all our products, which is reﬂected in our clothing ranges where we are working hard to deliver value without compromising on quality. Expertise We have over 50 years’ experience of meeting the needs of mothers and their babies and young children, which is reﬂected in our new furniture and bedding ranges. p07 Innovation We have taken the time to reﬂect on the feedback from mums, taking the best of available technology and developing components where necessary to deliver lighter, easier to manoeuvre and more ﬂexible pushchairs. For more information visit: www.mothercare.com 04 Mothercare plc Annual report and accounts 2012 O v e r v e w i Transformation and growth Passion We take pride in the uncompromising quality of our clothing ranges, and have taken heed of customer feedback with regard to our value proposition and fashionability. Our Autumn/Winter 12 ranges have seen a step up in these important areas and we have worked hard to deliver on customer needs. Our clothing ranges aim to be relevant and age appropriate with a nod to fashion. We have added key staples for the nursery bag with good quality, cute slogan or animal graphic t-shirts at great opening prices. Our ranges now move through the pricing architecture with clear good, better and best ranges. Even at the top end, we have realigned prices to offer uncompromising value to our customers. For more information visit: www.mothercare.com Mothercare plc Annual report and accounts 2012 05 Transformation and growth Expertise We have re-launched our furniture and bedding ranges for Autumn/Winter 12 with clear ranges at each price point. We recognise that some customers may have space constraints and have taken these needs into account when designing a compact range. This attention to detail is also evident in the recently launched Treasured range, which was designed with the International customer in mind. The success of the range in the UK at the ‘best’ end of our ranging reﬂects the quality and exclusivity of the product. : For more information visit: www.mothercare.com 06 Mothercare plc Annual report and accounts 2012 O v e r v e w i Transformation and growth Innovation The Movix pushchair is a great example of the innovation that we aim to deliver for our customers. The lightweight, versatile chassis has been designed to accommodate three different travel options for baby with no need for adjustment or additional adaptors. Suitable from birth, the Movix comes with a carrycot which is parent facing and also includes a three-position seat which is both forward and parent facing. In addition a car seat option is available. Extra thought has also gone into accessibility to the under-seat storage and folding mechanism, making life easier for mum. For more information visit: www.mothercare.com Mothercare plc Annual report and accounts 2012 07 Chairman’s statement “ We have a robust plan for transformation and growth with new, strong leadership capable of delivering the results.” Alan Parker CBE Chairman I was delighted to be approached and appointed Chairman of Mothercare last year. For over 50 years, Mothercare has been one of the pre-eminent names on the UK high street and ELC has over the last 30 years represented innovation and quality as a toy brand. The strengths of both brands, with a network of strong and passionate international franchisees, are clear assets of the Company, complemented by its sourcing operations. The trading results of the UK business have worsened over the past two years. On becoming Chairman, it became evident from an early stage that signiﬁcant changes within the business were required. I assumed the role of Executive Chairman in November 2011, with a view to implementing these changes following the resignation of Ben Gordon as Chief Executive. The board then carried out a thorough structural and operational review of the whole business, with the input of expert external consultants. The key elements of that review – the ‘Transformation and Growth’ plan – are set out in this report. In essence, we have a plan to transform the UK business to reﬂect the needs of customers and the changes in their shopping habits, while accelerating the group’s successful expansion internationally. After a thorough search process, the board appointed Simon Calver as the new Chief Executive. Simon has the skills, experience, passion and leadership expertise to put the Company on a much stronger and more proﬁtable footing Having the right people in place is a critical factor to the success of the ‘Transformation and Growth’ of the business. I have reshaped the executive team, so that now we have Mike Logue as Managing Director UK, and Jerry Cull as Managing Director International, each with ownership for their respective businesses. Their teams will be more focused and aligned to delivering the results we require It was clear that costs in the business had to be tackled quickly to reﬂect the reduction in the store estate in the UK. We now have a clear programme in place to tackle these costs which included a well managed and professional consultation process at the Watford head ofﬁce. This resulted in some job losses both in Watford and our overseas ofﬁces, which were greatly regrettable 08 Mothercare plc Annual report and accounts 2012 Worldwide network sales International 55% UK 45% International is now a larger part of our business and is set to grow by circa 20 per cent per annum O v e r v e w i We have worked with our banks, who have been supportive of our business strategy by agreeing to provide increased facilities to allow the Company to take some of the decisive steps required under the ‘Transformation and Growth’ plan We have carried out a thorough, externally facilitated board evaluation process to review the overall effectiveness of the board and its interaction with the Company’s executive management In addition, the Company has made signiﬁcant progress over the last year in a number of areas: International retail space of Mothercare and ELC products increased by 23.7 per cent (over 400,000 sq. ft. of extra space) The UK business reduced its estate by 62 stores, demonstrating that the Company is in the vanguard of reshaping its business to reﬂect the new customer shopping trends A completely new website was launched in May 2012 which signiﬁcantly improves the online shopping experience with Mothercare through computers or smart phones Since Simon’s appointment as our new Chief Executive I have reverted to the position of non-executive Chairman and will ensure that the appropriate governance and oversight of the Company will be maintained. I believe we have put the Company on the right course for success, and that the actions that have been taken over a period of nearly six months will allow Simon and his team to re-establish the relationship with our customers as a priority, continue to address the structural issues in the UK business, and to restore the group’s proﬁtability. I appreciate the strength of support that I have received from our franchise partners around the world. Without doubt, this is a vital attribute to the strength and future development of the group. I would like to say a big thank you to our franchise partners for their support. Also, I would like to recognise the hard work and loyalty of the many thousands of team members during a difﬁcult year. Their commitment continues to be a remarkable feature and remains fundamental to our future success. Finally, on behalf of the board, I should like to thank Ian Peacock, who retired after nine years as Chairman of Mothercare, for his leadership of the Company and contribution to the business. 23.7% Increase in international retail space Alan Parker CBE Chairman Mothercare plc Annual report and accounts 2012 09 Chief Executive’s statement “ We need to bring the customer with us... they need to be at the centre of every decision we make. As a team, this is our most important delivery yet.” Simon Calver Chief Executive Group results Worldwide network sales grew by 6.4 per cent to £1,232.4 million (2011: £1,158.1 million), driven by the growth of our International business but tempered by the continued decline seen in the UK. Group sales, which reﬂect UK revenues and the payments we receive from our International partners, were up 2.4 per cent to £812.7 million (2011: £793.6 million). The decline in proﬁts in the 53 week period has however been disappointing with a reduction in underlying proﬁt before tax to £1.6 million, down from £28.5 million last year. International has continued to grow rapidly, but the UK has struggled in the face of a challenging economic backdrop and an increasingly competitive environment. Underlying proﬁt before tax declined to £1.6 million (2011: £28.5 million) with exceptional charges and other non-underlying items of £104.5 million (2011: £19.7 million) resulting in reported losses before tax of £102.9 million (2011: proﬁt of £8.8 million). The non-underlying charge of £104.5 million includes £104.4 million of exceptional items including a non-cash write down of UK goodwill and other intangibles already announced in the ﬁrst half, together with a provision for restructuring costs to deliver the ‘Transformation and Growth’ plan. Whilst over 70 per cent of the exceptional charges are non-cash items, the decline in UK proﬁtability and the need to fund an additional quarterly rent payment (due to the 53rd week in this ﬁnancial year) have resulted in a year-end net debt position of £20.1 million (2011: net cash position of £15.3 million). Over the next three years we will be incurring cash restructuring costs of circa £35 million in total. We recently reﬁnanced our banking facilities to fund the ‘Transformation and Growth’ plan, increasing committed facilities to £90 million, extending the term to May 2015 and resetting bank covenants (see Financial Review for more details). As we announced in April, the board has decided to suspend the dividend until the ‘Transformation and Growth’ plan delivers a marked improvement in our results. There will therefore be no ﬁnal dividend payment this year, which means the payout for the full year is 2.0p per share. 1,339 stores Across 59 markets 10 Mothercare plc Annual report and accounts 2012 Group revenues 2012 2011 2010 £812.7m £793.6m £766.4m +2.4% Helped by International, group sales continued to grow Our business model Our business is fully integrated across all our 59 countries. Our International markets operate on a franchise model, which means store operations are managed by our partners, while in the UK we manage our stores directly. It is important to know that these differences in who manages stores and the sale of our products, means that there is no difference in the lifecycle of our product ranges, which we manage across our global ofﬁces in the UK, India, China, Hong Kong and more recently Bangladesh. The product cycle starts at the concept stage where we consider our existing ranges, global trends and customer needs. We then test these concepts through customer focus groups. This gives us great insight into price points and the best pricing architecture, thus allowing us to arrive at relevant ranges at the good, better, best price points. At the design stage, we are always considering how we can help our customers by meeting their needs but also by considering the quality that our customers have come to expect from Mothercare. Once we have product ready for our stores, merchandisers across all our markets consider the ranges and place their orders. It is our job then to source efﬁciently and ensure product is manufactured to our high standards. We then distribute product to all our markets ensuring timely delivery while also ensuring store staff across all our markets are trained in how best to sell our products. O v e r v e w i International results Total International sales were up 17.8 per cent to £672.4 million (2011: £570.9 million) with total reported sales up 22.4 per cent to £252.7 million (2011: £206.4 million). International underlying operating proﬁts were up 26.9 per cent to £34.9 million (2011: £27.5 million). This proﬁt comprised franchise proﬁts of £38.1 million and joint venture and associate start-up losses of £3.2 million. We now have three joint ventures and an associate. While our new joint venture in the Ukraine is proﬁtable, our joint ventures in India and China and our Australian associate are start-up operations and as such have made, in total, a £3.2 million loss for the period. We see our equity stakes in these markets as an important investment in future growth opportunities. We have laid the foundations with our franchise partners that will see an acceleration in revenue and proﬁt growth. We remain the only specialist mother and baby retailer in this position in the world today. We have great franchise partners many of which I have already had the pleasure of meeting. They have such enthusiasm and passion for our brands and are excited by their potential in each of their countries. Product concept Consumer feedback Product design Sourcing Manufacture Distribution UK International Mothercare plc Annual report and accounts 2012 11 Chief Executive’s statement continued UK results Total UK sales were down 4.6 per cent at £560.0 million (2011: £587.2 million) with a like-for-like sales decline of 6.2 per cent. Total Direct sales were up 0.8 per cent at £130.0 million (2011: £129.0 million) with Direct in Home down 1.7 per cent at £91.7 million and Direct in Store up 7.3 per cent at £38.3 million. Our wholesale channel grew by 44.9 per cent to £31.3 million. Trading conditions in the UK deteriorated as we moved through the year. Although we have gained some market share in home & travel, the market was particularly weak and while we have gained some market share, sales were impacted by the reduction in the overall size of the market. We have managed stock levels very tightly over the year through additional promotions and offers and, as a result, we ended the third quarter with a clean stock position and a reduced gross margin which was, as expected, down 500 basis points for the full year. The UK segment of the Mothercare group recorded a loss of £24.7 million (2011: proﬁt of £11.1 million) for the year. Our brands The Mothercare and the Early Learning Centre brands resonate strongly with mothers across the globe. The strength of the International business and franchise partners has allowed us to grow robustly and is a clear indication of the relevance of both brands in our overseas and UK markets. We now have 1,339 stores worldwide across 59 markets – 409 in Europe, 318 in Asia, 311 in the UK, 290 in the Middle East and Africa and 11 in Latin America following our recent launch. In the UK over 80 per cent of expectant mothers continue to visit our stores and our challenge is to convert more of these visitors to loyal, long term customers. Mothercare was founded in 1961 and has since its earliest days endeavoured to offer mothers-to-be, new mothers and their babies and children up to the age of eight innovative and quality products at great value that are relevant to their lives. Our ranges include products for feeding, bathing, travel equipment, maternity wear and associated product, children’s clothing, furniture, bedding and toys. Whilst we remain an important source of information and support for mothers-to-be and new mothers, I realise that we can do a lot more. These improvements will become increasingly apparent to our customers as we move through our three-year ‘Transformation and Growth’ plan. Early Learning Centre was founded in 1971 and has its roots in a mail order business that today includes 462 stores worldwide, the internet and a small but growing wholesale business. ELC aims to provide babies and children up to the age of eight years nurturing toys that encourage learning and development in a fun and supportive manner. Our strategy We have over the last few months completed a thorough review of our business, both UK and International. This review forms the basis of our ‘Transformation and Growth’ plan, which is essential to deliver UK proﬁtability and accelerate International growth. The group’s task is to deliver this over the next three years. Actions already taken In International, we opened our ﬁrst stores in Latin America. We also took our ﬁrst steps towards a multi-channel offer with transactional websites for Early Learning Centre in Russia and Australia and for 12 Mothercare plc Annual report and accounts 2012 ELC 36 per cent newness A/W 2011 Worldwide network sales Stores 86% Direct 11% Wholesale 3% +6.4% Our scale continues to grow with worldwide network sales up Mothercare in Kuwait, Ireland and Australia with Mothercare Indonesia launching in June 2012. In the UK, we continued our store rationalisation plan and ended the year with 311 stores. On 1 May 2012 we launched our new website. Our senior management team continues to be strengthened. Mike Logue, our UK Managing Director, has been with the business since August 2011 and is building a strong UK team to assist him in the task ahead. I joined on 30 April 2012 and Jerry Cull our International Managing Director, who has been with the business for over 30 years, continues to drive International forward. I would like to take this opportunity to thank Alan Parker our Chairman, who stepped up to an executive role, for his leadership of the business over the last few months. Our review is now complete and I have a clear strategy in the ‘Transformation and Growth’ plan, which we will implement over the next three years. It is in essence a simple plan – accelerate International growth while returning the UK to proﬁtability through cost reduction and transformation. This will be our most important delivery yet. In addition, the customer will return to the centre of everything that we do. Our success will be driven by our ability to reconnect with them, converting more into shoppers both online and in-store. Our strategy is based on the four cornerstones of: Lean retail Restore UK proﬁtability Accelerate International growth Multi-channel worldwide Summary I am excited to have joined the Mothercare group as Chief Executive and I am conﬁdent about the opportunities ahead. Worldwide network sales are up 6.4 per cent and our brands remain as relevant to our customers today as they ever have been. I have been fully involved in the formulation of the ‘Transformation and Growth’ plan and I know that it is both the right plan and one which the team and I can deliver. We have a long way to go, and the plan to bring the UK business back to acceptable levels of proﬁtability will take three years. We need to invest in e-commerce, be ruthless with our non-store cost base and use our scale and growth worldwide to drive sourcing economies and pass these savings onto the customers to improve our value for money around the world. Everything we do will enhance customer value, experience and loyalty in each of our 59 countries. My team and I are up for the challenge and, whilst there is much to do in this difﬁcult economic climate, I look forward to delivering the ‘Transformation and Growth’ plan. As a team, this will be our most important delivery yet. Simon Calver Chief Executive O v e r v e w i UK OOT stores 2012 2011 2010 103 98 87 -3.5% Our space in sq. ft. was down 3.5 per cent as we migrated to larger OOT stores during the year Mothercare plc Annual report and accounts 2012 13 Chief Executive’s statement ‘Transformation and Growth’ plan: The four cornerstones 1. Lean retail Lean retail means delivering operational efﬁciencies and substantial non-store cost reductions, tightly managing cash and working capital and building on the scale of our sourcing operations. Reduce UK non-store costs by £20 million per annum (annualised) Our infrastructure is larger than we require, given our new smaller UK operating base. We have identiﬁed £20 million of annualised costs that can be taken out of the business over the next three years from areas like distribution, head ofﬁce costs and payroll. Work has already begun in this area and we have taken action to reduce UK head ofﬁce payroll costs by 16 per cent. In addition, we reduced UK stock levels by 12 per cent during FY2011/12 and plan to continue to drive down our working capital requirements. Sourcing efﬁciencies Our buying volumes continue to grow despite the recent decline seen in the UK. International growth of circa 20 per cent provides us with a strong base from which to underpin negotiations with our supplier base to reduce costs that we can pass on to our customers in lower prices, further driving growth. Category mix Clothing and home & travel are expected to grow as a percentage of sales as Early Learning Centre stores are closed in the UK which will help to underpin our gross margins. An increased focus on innovation should also help to drive sales of own-brand product and again increase margin. These changes in category mix are expected to lower prices whilst maintaining gross margins. 2. Restore UK proﬁtability Restoring UK proﬁtability means delivering proﬁtable growth through targeted and speciﬁc actions aimed at stabilising like-for-like sales and reducing signiﬁcantly store occupancy costs. National coverage We have identiﬁed that circa 200 stores in the UK is the optimum size for Mothercare supported by online and wholesale business. This will offer the best national coverage of mother and baby specialists in the UK. These stores will not only be a place for shopping, customer service and advice but will also offer our ‘Collect in Store’ service, whereby online orders can be collected from stores. The target 200 stores chain is based around our proﬁtable Mothercare out of town stores, key Mothercare in town stores and Early Learning Centres in key strategic locations. The target 200 store portfolio is currently proﬁtable. The stores to be closed currently lose circa £13 million per annum and these stores will be closed by 2015. Increase value and innovation across our product ranges We have lost ground in terms of our value perception and we need to change this. We aim to have a clear pricing architecture with good, better and best ranges all offering value to the customer in terms of quality and price. An increase in own-brand and third-party exclusivity over the term of the plan will also help to improve our value credentials. In addition over the next few quarters we will continue to launch new and innovative products focused on solving the needs of mums and babies. Enhance customer service and improve in-store environment We are investing in additional training for all store staff and will have started with specialist ﬁtters for car seats and bras in all our stores at all times. We have also begun in-store investment focusing on ﬁtting rooms and baby feeding and changing facilities, which are important to our mums. Customer satisfaction measurement by store has recently been introduced and will further help us to track daily store level performance. It is essential that in all of our markets we set, not follow, the standards of service that mothers expect, to retain the trust of our customers. 14 Mothercare plc Annual report and accounts 2012 O v e r v e w i Our joint ventures in the Ukraine, China and India and our Australian associate are all on track to be proﬁtable by March 2014. 3. Accelerate International growth Accelerating International growth means increasing sales in existing markets, targeting new markets and focusing on key growth regions – China, India, the Middle East and Latin America. Mothercare is a brand with truly global reach. Our International business continues to go from strength to strength. We have great franchise partners and proven concepts for Mothercare and Early Learning Centre across the emerging markets, which will drive space and revenue growth of approximately 20 per cent per annum over the term of the plan. We are now in four regions and each is delivering strong growth for us. Europe (which includes Eastern Europe) and the Middle East and Africa, our two largest and oldest regions, are expected to deliver growth of 10 per cent per annum. Asia- Paciﬁc is expected to grow by 20 per cent per annum while our newest region Latin America is expected to grow by over 100 per cent per annum, albeit from a lower base. Our business is well balanced and each region beneﬁts from some high growth markets. In particular we believe Saudi Arabia, Russia, China, India and Latin America will drive growth over the term of the plan. Overall, we expect International retail sales to grow by 20 per cent per annum over the next three years to March 2015. 4. Multi-channel worldwide Multi-channel worldwide means launching new e-commerce platforms in the UK and all major overseas markets, growing both online revenues and store sales and putting Mothercare back into the lead. New UK platform In line with the plan we launched our new UK e-commerce platform for both direct to home and in-store ordering on 1 May 2012. The new website is a step change from the old legacy one with richer product content, improved search capabilities and better visibility for search engines. However, this is just the start but it has enabled us to have and use the tools commonplace across the industry to drive conversion and sales. Mothers are becoming much more informed and for many of our categories, signiﬁcant research is done online before customers visit our stores. Having a great website will therefore grow both online revenues and in-store sales. As the number one baby website we have a large amount of trafﬁc to our site and can increase conversion by doing the basics well. Thereafter we will begin to build long relationships with our customers, growing with them as their family does. We have launched a new website in the UK and will build the capability to become one of the leading online players in the UK over the next three years. We will be redeveloping and reconﬁguring our delivery network, our technology teams and our loyalty and retention tools but we can and will get there. International websites In addition, we will lead the move to multi-channel in our International markets with fully operational websites in ﬁve markets. Our existing platform has now been tested and is easily scalable across all our markets. We aim to have transactional websites across our major markets over the term of the plan, many of which will be some of the ﬁrst such sites in their markets in any category. Wholesale Mini club, our wholesale arrangement with Boots UK for clothing, has been a great success. In addition to this we have a small but growing wholesale business for ELC product both in the UK and Internationally. We have, over the last few months, successfully trialed with several retailers. Wholesale is a great format for growing our reach for ELC and we would expect this element of our revenues to grow over the term of the plan. Mothercare plc Annual report and accounts 2012 15 Business review UK “ We shall only succeed by delivering for our customers.” Mike Logue Managing Director – UK I joined Mothercare in August last year after seeing the potential both the Mothercare and ELC brands had in the UK. Clearly our latest results highlight the task that is ahead of us. I am however conﬁdent we can transform the UK business. Having spent time with our customers and store teams in over 100 of our shops they have made it very clear to me what needs to improve. We have put in place a leadership team wholly focused on the UK and we are off and running, reducing our cost base to ensure we have a lean UK business that can signiﬁcantly improve value and service. On 1 May 2012 we launched our new Mothercare.com website and we have over 600,000 customers a week visiting our site. Our customers are seeing market leading prices on car seats and pushchairs as we monitor prices online and in-store daily. It is fantastic to see our investment pay off as we grow market share. In July we launch our fantastic Autumn Winter 2012 (AW12) clothing range which our sourcing teams around the world have worked tirelessly to design and produce. Prices are down double digits across the entire AW12 range whilst maintaining the quality all our customers trust us for. As we previously announced we are closing circa 70 ELC stores and circa 40 Mothercare stores by March 2015. This is absolutely the right strategy and we will maintain national coverage of both Mothercare and ELC, even after these store closures. The circa 200 store portfolio will include 100 Early Learning Centres within our larger Mothercare stores and 30 stand-alone ELC stores, which will complement our Mothercare.com and ELC.co.uk websites. We are well positioned to support our customers with the right multi-channel operation. We have a lot to achieve, however I am conﬁdent by continuing to listen to our customers and our teams around the UK we shall transform the UK back to proﬁtable growth. 600,000 Customers a week visiting our site Mike Logue Managing Director – UK 16 Mothercare plc Annual report and accounts 2012 Business review International “ Our global reach spreads our risk proﬁle and we are well balanced both across and even within the regions.” Jerry Cull Managing Director – International B u s i n e s s r e v e w i Our International business continues to go from strength to strength. We are now present in four regions and all contribute to our overall target of growing space and sales by circa 20 per cent per annum. We have also started our journey towards delivering a multi-channel offer across our markets and have transactional websites in four of our markets and expect to have all our major markets covered over the term of the ‘Transformation and Growth’ plan. Europe remains our largest region with 409 stores covering 992k sq. ft. in 28 countries. We expect space growth to continue at 10 per cent per annum with the rapid growth markets of Russia and Turkey compensating for our weaker Eurozone markets. Ireland and ELC Russia already have transactional websites and the initial response has been encouraging. The Middle East and Africa is our oldest region and has 290 stores covering 628k sq. ft. in 14 countries. Favourable demographic and growing afﬂuence underpin our growth expectations of 10 per cent per annum. We have recently launched a transactional website in Kuwait, which is fully customised to ﬁt in with local customs and practices. Asia Paciﬁc now has 318 stores covering 644k sq. ft. in 13 countries. The opportunities in India and China remain signiﬁcant and we expect to see space growth of 20 per cent per annum for the foreseeable future. Our joint ventures in India, China and Australia will all become proﬁtable over the term of our plan. Our transactional websites in Australia are also proving to be successful and our website in Indonesia launches in June 2012. Latin America is our newest region and at year end we had 11 stores covering 19k sq. ft. across three countries. We opened our ﬁrst store in Venezuela in May 2012. The opportunity for growth is signiﬁcant and we believe we can grow to over 200k sq. ft. over the next three years. So as you can see the opportunity for growth is encouraging. We have a proven business model for the emerging markets, which we will continue to leverage over the next few years. Jerry Cull Managing Director – International Mothercare plc Annual report and accounts 2012 17 International space growth 2012 2011 2010 2,283k sq. ft. 1,845k sq. ft. 1,538k sq. ft. 6.1% like-for-like growth. Organic growth continues to play a role in our strategy for our international markets Financial review Results summary Group underlying proﬁt before tax was £1.6 million (2010/11: £28.5 million). Underlying proﬁt excludes exceptional items and other non-underlying items of £104.5 million, of which £77.0 million was already reported in the ﬁrst half. This includes the non-cash write down of UK goodwill and intangibles (£55.0 million) in the ﬁrst half, together with the restructuring costs of delivering the new ‘Transformation and Growth’ plan. After these non- underlying items, the group recorded a pre-tax loss of £102.9 million (2010/11: proﬁt of £8.8 million). Income statement £ million Revenue Underlying proﬁt from operations before share-based payments Share-based payments Net ﬁnance costs Underlying proﬁt before tax Exceptional items and unwind of discount on exceptional provisions Non-cash foreign currency adjustments Amortisation of intangible assets (Loss)/proﬁt before tax Underlying EPS – basic EPS – basic 2011/12 812.7 2010/11 793.6 2.6 (0.6) (0.4) 1.6 31.1 (2.2) (0.4) 28.5 2.0 (2.0) (102.9) 1.8p (105.2p) (13.8) (2.3) 8.8 24.7p 7.6p Proﬁt from operations before share-based payments includes all of the group’s trading activities, but excludes the share-based payment costs charged to the income statement in accordance with IFRS 2 (see below). 53rd week in 2012 The ﬁnancial year ended 31 March 2012 contained 53 weeks compared to 52 weeks last year. The ﬁnancial statements and this review have therefore been prepared on this basis. 18 Mothercare plc Annual report and accounts 2012 For information on a more comparable, 52 week basis: Group sales were up 0.8 per cent to £799.6 million (2011: £793.6 million) UK sales were down 6.3 per cent to £550.3 million (2011: £587.2 million) International reported sales were up 20.8 per cent to £249.3 million (2011: £206.4 million) Group underlying proﬁt before tax £1.5 million (2011: £28.5 million) Non-underlying items Underlying proﬁt before tax excludes the following non-underlying items: Exceptional items Restructuring costs in UK head ofﬁce and distribution of £9.1 million Onerous lease provision for the UK business of £11.5 million Store impairment provision in relation to the UK business of £3.8 million Share-based payments credit in relation to leavers of £0.8 million (resulting from the UK restructure) Net losses on disposal or termination of property interests of £22.6 million Goodwill and intangible assets impairment in relation to UK share of goodwill and other intangibles arising on the acquisition of ELC of £55.0 million Share of restructuring costs in the Australian associate business of £0.4 million (relating to business reorganisation and integration) Other non-underlying items: Non-cash adjustments principally relating to marking to market of commercial foreign currency hedges at the period end. As hedges are taken out to match future stock purchase commitments, these are theoretical adjustments which we are required to make under IAS 39 and IAS 21. These standards require us to revalue stock and our commercial foreign currency hedges to spot. This volatile adjustment does not affect the cash ﬂows or ongoing proﬁtability of the group and reverses at the start of the next accounting period Amortisation of intangible assets (excluding software) Unwind of discount on exceptional property provisions £0.1 million (104.5) (3.6) Impairment of investment in Australian associate business £2.8 million B u s i n e s s r e v e w i Exceptional items in 2010/11 included £3.6 million restructuring costs of the UK business, £0.2 million net proﬁts on disposal or termination of property interests and £0.2 million unwind of discount on exceptional property provisions. growth in royalty income and shipments, with central costs growing at a slower rate. International proﬁt has been reduced by losses in joint ventures and associates during the year, mostly driven by the impact of restructuring in Australia. Results by segment The primary segments of Mothercare plc are the UK business and the International business. £ million Revenue UK International Total £ million Underlying proﬁt UK International Corporate Underlying proﬁt from operations before share-based payments Share-based payments Net ﬁnance costs Underlying proﬁt before tax 2011/12 560.0 252.7 812.7 2010/11 587.2 206.4 793.6 2011/12 2010/11 (24.7) 34.9 (7.6) 2.6 (0.6) (0.4) 1.6 11.1 27.5 (7.5) 31.1 (2.2) (0.4) 28.5 UK retail sales have declined year-on-year due to store closures and declining like-for-like sales across both the store estate and Direct channels. However, proﬁt has beneﬁted from the property strategy, with lower occupancy costs and tight cost control. International has beneﬁted from the 22.4 per cent growth in total International reported sales driving Corporate expenses represent board and company secretarial costs and other head ofﬁce costs including audit, professional fees, insurance and head ofﬁce property. Share-based payments Underlying proﬁt before tax also includes a share- based payments charge of £0.6 million (2010/11: £2.2 million) in relation to the Company’s long term incentive schemes. There are four main types of long term share-based incentive scheme, being the Executive Incentive Plan, the Performance Share Plan, the Deferred Shares Plan and the Save As You Earn schemes. Full details can be found in note 28. The underlying IFRS 2 charge has reduced in 2011/12, reﬂecting the reduction in the group’s performance and a number of leavers from the executive schemes. Like-for-like sales, total International sales and network sales Like-for-like sales are deﬁned as sales for stores that have been trading continuously from the same selling space for at least a year and include Direct in Home and Direct in Store. International retail sales are the estimated retail sales of overseas franchisees and joint ventures and associates to their customers (rather than Mothercare sales to franchisees as included in the statutory or reported sales numbers). Total International sales are International retail sales plus International wholesale sales. Group network sales are total International sales plus total UK sales. Group network sales and reported sales are analysed as follows: £ million UK retail sales UK wholesale sales Total UK sales International retail sales International wholesale sales Total International sales Group reported sales/Group network sales * Estimate Reported sales Network sales* 2011/12 528.7 31.3 560.0 245.8 6.9 252.7 812.7 2010/11 565.6 21.6 587.2 197.0 9.4 206.4 793.6 2011/12 528.7 31.3 560.0 665.5 6.9 672.4 1,232.4 2010/11 565.6 21.6 587.2 561.5 9.4 570.9 1,158.1 Mothercare plc Annual report and accounts 2012 19 Financial review continued Financing and taxation Financing represents interest receivable on bank deposits, interest payable on borrowings, costs relating to bank facility fees and the unwinding of discounts on provisions. The underlying tax charge comprises current and deferred tax and the effective tax rate is nil per cent (2010/11: 25.6 per cent). The tax charge in some areas of the business has been offset by allowable tax losses. There is no underlying tax charge in 2011/12 (2010/11: £7.3 million). The total tax credit was £11.1 million (2010/11: charge of £2.3 million). In 2012/13, the effective tax rate is expected to increase towards the standard rate of tax. Pensions We continue to operate deﬁned beneﬁt pension schemes for our staff, although the schemes are now closed to new members. Details of the income statement net charge, total cash funding and net assets and liabilities are as follows: £ million 2012/13* 2011/12 2010/11 Income statement Service cost Return on assets/ (interest) on liabilities Gains on curtailment Net charge Cash funding Regular contributions Deﬁcit contributions Total cash funding Balance sheet Fair value of schemes’ assets Present value of deﬁned beneﬁt obligations (2.5) (2.3) (2.9) (1.0) – (3.5) (2.0) (3.2) (5.2) 0.2 0.2 (1.9) (1.9) (6.1) (8.0) (0.6) – (3.5) (2.2) (2.3) (4.5) 217.3 208.4 (270.0) (52.7) (246.0) (37.6) Net liability N/A * Estimate Deﬁcit contributions in 2011/12 include two annual payments due to the 53rd week. This impact does not unwind until 2013/14, when no deﬁcit contribution will be due within the ﬁnancial year. The gains on curtailment in 2011/12 are due to the UK restructuring headcount reduction. In consultation with the independent actuaries to the schemes, the key market rate assumptions used in the valuation and their sensitivity to a 0.1 per cent movement in the rate are shown below. 2011/12 % 2010/11 % 2011/12 Sensitivity % 2011/12 Impact on scheme liabilities £ million Discount rate Inﬂation – RPI Inﬂation – CPI 4.9 3.3 2.3 5.5 3.5 2.8 +/- 0.1 -/+ 6.0 +/- 0.1 +/- 5.3 +/- 0.1 +/- 5.3 Balance sheet and cash ﬂow The balance sheet includes identiﬁable intangible assets arising on the acquisition of Early Learning Centre of £6.9 million and goodwill of £26.8 million. This relates to the International business. In 2011/12, the group carried out a review to determine whether there is any indication that the goodwill and intangible assets suffered any impairment loss. It has been determined that the UK business does not generate sufﬁcient cash ﬂows to support the full value of the goodwill and intangible assets and consequently an impairment loss of £55.0 million has been charged. The group continues to generate operating cash, with cash generated from operations of £5.6 million. The inclusion in the year of a 53rd week adversely impacted the timing of cash ﬂows, with additional rental (£13.2 million) and pension deﬁcit payments (£3.3 million) being incurred. Close management of working capital, in particular stock levels, generated an underlying inﬂow in working capital of approximately £9.0 million, excluding the 53rd week rent payment. We have made signiﬁcant investments in our joint ventures and associates during the year to drive growth in International, including £2.0 million in the Ukraine, £1.5 million in Australia, £1.3 million in China and £0.9 million in India. 20 Mothercare plc Annual report and accounts 2012 B u s i n e s s r e v e w i After investing £24.9 million of capital expenditure (£21.4 million net of lease incentives received), receiving property sale proceeds of £2.3 million and £4.1 million in tax receipts and paying £11.9 million of dividends, the net debt position at the year end is £20.1 million (2010/11: net cash of £15.3 million). At the year end the group had committed secured bank facilities of £80 million (with an average interest rate of 1.4 per cent above LIBOR) which were due to expire in May 2014. It also had an uncommitted unsecured bank overdraft facility of £10 million. On 11 April 2012, the group reﬁnanced the banking facilities with the support of its two existing banks, HSBC and Barclays, increasing the level of committed facilities from £80 million to £90 million (at an interest rate range of 3.5 per cent to 4.0 per cent above LIBOR) and extending the term to 31 May 2015. These facilities provide additional liquidity and covenant headroom to accommodate the new three-year strategy. The covenants in the new facilities are tested quarterly and are based around gearing, ﬁxed charge cover and guarantor cover. Going concern Details of this can be found on page 33 within the corporate governance section. Capital expenditure Total capital expenditure in the year was £24.9 million (2010/11: £21.8 million), of which £3.2 million was for software intangibles and £21.7 million was invested in UK stores and web development. Landlord contributions of £3.5 million (2010/11: £9.6 million) were received, partially offsetting the outﬂow. Net capital expenditure after landlord contributions was £21.4 million (2010/11: £12.2 million). Net capital expenditure for 2012/13, after landlord contributions, is expected to be circa £15.0 million. Earnings per share and dividend Basic underlying earnings per share were 1.8p compared to 24.7p last year. The board has decided that given reduction in proﬁts in the 53 week period and the cash investment required to deliver the ‘Transformation and Growth’ plan, the Company will not pay a ﬁnal dividend for 2011/12. The total dividend for the year is therefore 2.0p per share (2010/11: 18.3p per share). Treasury policy and ﬁnancial risk management The board approves treasury policies and senior management directly controls day-to-day operations within these policies. The major ﬁnancial risk to which the group is exposed relates to movements in foreign exchange rates and interest rates. Where appropriate, cost effective and practicable, the group uses ﬁnancial instruments and derivatives to manage the risks. No speculative use of derivatives, currency or other instruments is permitted. Foreign currency risk All International sales to franchisees are invoiced in pounds sterling or US dollars. International published sales represent approximately 31 per cent of group sales. Total International sales represent approximately 55 per cent of group network sales. The group therefore has some currency exposure on these sales, but it is used to offset or hedge in part the group’s US dollar and euro denominated product purchases. The group policy is that all material exposures are hedged by using forward currency contracts. Interest rate risk At 31 March 2012, the group had drawn down £20 million on its borrowing facility. At this date and throughout 2011/12 no interest rate hedging was considered necessary. Following the reﬁnancing on 11 April 2012 it is anticipated that the group will hedge the ﬂoating interest rate on a proportion of the new borrowings. Shareholders’ funds Shareholders’ funds amount to £72.7 million, a decrease of £120.1 million in the year driven largely by the goodwill and other intangible impairments and exceptional provisions required for the UK property transformation and restructuring. This represents £0.83 per share compared to £2.18 per share at the previous year end. The retained earnings reserve in the consolidated balance sheet shows a deﬁcit of £26.5 million. However, the Company has taken steps during the period to increase the retained earnings reserve in the Company balance sheet to £72.3 million and therefore has the ability to pay dividends and make other similar payments when the ‘Transformation and Growth’ plan is delivering beneﬁts. Accounting policies and standards There are no new standards affecting the reported results and ﬁnancial position. Neil Harrington Finance director Mothercare plc Annual report and accounts 2012 21 KPIs – Financial and non-ﬁnancial Measuring our performance International proﬁts International space Mar-12 Mar-11 Mar-10 £34.9m £27.5m £23.2m Mar-12 Mar-11 2,283k sq. ft. 1,845k sq. ft. Mar-10 1,538k sq. ft. The focus on increasing space is clearly evident in the growth we have seen both in revenues and proﬁts over the last few years across our International business. Proﬁt growth has been at, or ahead of, space and we would expect this to continue to be the case for the foreseeable future. £34.9m Our success in our International markets is driven by the quality of our franchise partners who believe in our brands. Whilst we continue to target circa 150 store openings a year, recently opened stores have been larger in size and we are now looking to grow space at the top of our previously guided range of 15-20 per cent per annum. Space growth and the subsequent like-for-like sales growth remains the driving force for revenues in our International markets. 2,283k sq. ft. Average length of service of store-based employees Women in senior management positions Mothercare Mar-12 Mar-11 Mar-10 ELC Mar-12 Mar-11 Mar-10 6.0 yrs 5.1 yrs 5.4 yrs 5.8 yrs 5.2 yrs 5.1 yrs A key strength for both Mothercare and Early Learning Centre is the connection our staff feel for the brands, which is reﬂected in the above average level of staff retention we enjoy. At March 2012, Mothercare had 4,467 retail employees with an average service of six years with the longest serving employee being with Mothercare for 41 years. ELC with 934 retail employees had an average service of 5.8 years and 29 years for the longest serving employee. Achieved to date Mar-12 Aug-11 Aug-09 53% 54% 46% The above-average number of women we have in senior management positions below executive committee level is largely attributable to working mums and those planning to become mums who have a strong afﬁnity with the brands and a culture built on teamwork and cooperation. We strive to offer a fair and ﬂexible environment that will continue to see us give recognition where deserved. 6.0 yrs 53% 22 Mothercare plc Annual report and accounts 2012 UK proﬁts Actual achieved to date £(24.7)m £11.1m £36.1m FY-12 FY-11 FY-10 Target FY15(estimate): return to proﬁts Our three-year transformation plan for the UK envisages a return to proﬁtability by March 2015. UK operating cost reduction Target UK operating cost reduction FY15(estimate): £20m The transformation of the UK is dependent in part on our ability to rationalise our UK operating cost base. In April 2012, we announced that we aim to take £20 million, on an annualised basis, out of this cost base over the three years of the plan. We have already commenced this process and will report on our progress at the end of each year. £(24.7)m £20m B B u u s s i i n n e e s s s s r r e e v v e e w w i i UK store numbers Actual achieved to date Mar-12 Mar-11 Mar-10 209 212 212 Target store portfolio Mothercare ELC 102 311 161 373 175 387 FY15(estimate): circa 200 Mothercare circa 170 circa 30 ELC It has been our strategy to rationalise our store portfolio to reﬂect the evolution we have witnessed in terms of shopping habits across the UK. Core to our strategy of transforming the UK and returning it to proﬁtability is the removal of loss making stores from our estate. This process is expected to eliminate losses of £13 million, through the closure of circa 111 stores, on an annualised basis by FY15. As a result, we expect to have circa 200 stores by March 2015. 311 Mothercare plc Annual report and accounts 2012 23 Risks Principal risks and uncertainties The principal risks and uncertainties facing the Company may include some of those set out below. These risks and uncertainties reﬂect and focus on some of the group’s challenges in delivering the ‘Transformation and Growth’ plan, particularly in the context of the wider economic uncertainties at a macro level. It should be borne in mind that this is not an exhaustive list and that there may be other risks that have not been considered or risks that the board considers now are insigniﬁcant or immaterial in nature, but that may arise and/or have a larger effect than originally expected. Against this background, the system of internal control is designed to manage rather than eliminate risks, to reduce the impact to the group and to ensure that adequate mitigation is in place. In order to manage risk effectively, the executive committee (see page 31) has overall responsibility for ensuring that a rolling programme of structured risk assessments of those areas having a signiﬁcant effect on the future of the business is carried out. The programme ensures, so far as practicably possible, that the appropriate risk management processes are identiﬁed, controls established, residual risks evaluated and that the necessary action and risk avoidance measures taken or monitoring undertaken. Elements of the programme are reviewed by the internal audit function during the year. The process outlined above has been in effect during the period and up to the date of the approval of the accounts by the board. Risk Impact Mitigation Financial The group fails to meet the ﬁnancial targets set out in the ‘Transformation and Growth’ plan Potential breach of covenants contained in bank facility agreements leading to event of default Detailed monthly monitoring of ﬁnancial performance against plan targets Alternative ﬁnancing options to supplement bank facility Restructured head ofﬁce and UK store teams LFL sales in the UK do not meet expectations under ‘Transformation and Growth’ plan Poor business performance may mean that ﬁnancial targets are not met Loss of supplier conﬁdence Reshaped UK business team New price and value strategy supported by promotional activity Loss of market share New website launched Unforeseen additional cash funding to support international joint venture operations and associates Diverts cash away from the UK business May delay UK business turnaround UK store rationalisation programme is difﬁcult to achieve in current market conditions Greater than anticipated costs of closure Reduces cash available to UK business Uncertainty in the macro economic environment – particularly the Eurozone economies Fluctuations and uncertainty in exchange rates Continued weak UK consumer conﬁdence may delay business turnaround Underperforming International business in affected regions Increase in cost of goods impacts margin Potential for increase in bad debts Joint ventures and associates submit business plans and management reports monthly to the Company Attendance at board meetings 2011/12 targets met which provides a record of past performance Dedicated and experienced property team Product range and pricing being adapted to meet customer demand Strong franchise partners; close working relationship with franchisees ensures early awareness of any ﬁnancial issues Credit insurance Limited exposure to Eurozone economies 24 Mothercare plc Annual report and accounts 2012 Risk Impact Mitigation Operational The UK business fails to deliver on brand standards, or react to changes in consumer demand or existing or new competitor activity Loss of market share Loss of sales leading to a shortfall in proﬁts International expansion leads to over-exposure in certain territories The group becomes vulnerable to key markets Manufacturing and product The group fails to meet its reputation for quality, safety and integrity Damage to brand reputation and customer conﬁdence would impact sales Failure to invest properly in product innovation New products and innovation are a key driver of sales People and infrastructure Organisational change and headcount reductions lead to erosion of corporate knowledge The ‘Transformation and Growth’ plan falls behind schedule B u s i n e s s r e v e w i Improvements being made at store level through better store operations, staff training and store standards New website launched in the UK New customer satisfaction programme launched Structured pricing policy and strategy Product range and pricing being adapted to meet customer demand Strong franchise operations work closely with international franchisees Credit insurance against key franchisee recoverables Signiﬁcant group investment in product quality management resource High standards communicated throughout supply chain In-house responsible sourcing team working in Bangladesh, India and China Global code of conduct communicated and applied to head ofﬁce/suppliers/franchisees The group maintains an ongoing investment strategy in new products Launches of new products and ranges planned for FY13 Development and approval of key business objectives for all employees from top down with quarterly reviews to monitor employee performance Legacy IT systems fail to meet business requirements Adverse impact on performance and ability to meet key targets Comprehensive IT review planned Failure or increase in costs of the group’s logistics or global distribution network The UK business or international franchisees do not meet customer demand, leading to loss in sales Erosion of margin Regular review and audit of distribution network Strengthened and dedicated expert distribution team Mothercare plc Annual report and accounts 2012 25 Corporate responsibility Corporate responsibility underpins our core relationships for today and the future: Highlights In 2011/12, the Mothercare group: Communities – parents and children The people who work for us Our suppliers who make and distribute our products The environment Our aim is to be the deﬁnitive one-stop-shop for mothers across the world for product, value and service. This report gives an overview of our activities over the last 12 months and provides an update on the targets we set ourselves in 2007. exceeded its targets in buildings emissions, transport emissions and waste recycling had average service of store-based staff of nearly six years at both Mothercare and ELC stores had 53 per cent of senior management positions (below executive committee level) ﬁlled by women was ranked seventh in the Reputation Institute’s survey Governance and targets The corporate responsibility steering committee is chaired by Tim Ashby, our group general counsel and company secretary, who has been with Mothercare since 2010. The steering committee reports directly to the plc board and is supported by a small central team and external experts. In 2007/08 we set seven targets to be achieved by 2013 (published on www.mothercareplc.com). These targets and our current performance are shown in the table on the next page (shaded blue). We are currently in the process of setting our next set of targets to cover the period spanning our ‘Transformation and Growth’ plan and beyond and we will report on them in due course. Average length of service of store staff Mothercare 2012 2011 2010 ELC 2012 2011 2010 6.0 yrs 5.1 yrs 5.4 yrs 5.8 yrs 5.2 yrs 5.1 yrs Our staff both at Mothercare and ELC continue to have a close afﬁnity with the brands which is reﬂected in their length of service 26 Mothercare plc Annual report and accounts 2012 B u s i n e s s r e v e w i Key performance indicators Buildings energy use (m kWh) Transport fuel used (m litres) Transport mileage (m miles) Carbon emissions (tonnes) of which: Buildings Transport Packaging used (tonnes) Packaging per £100 (kg, UK only) Solid wooden products recycled or Forest Stewardship Council wood Carrier bags used (m, UK only) Recycled waste (tonnes, UK only) Total fundraising (£k) of which: Direct donations (£k) Employee fundraising (£k) 2007/08 baseline 2011/12 performance 2013 target baseline Progress against target baseline 71.2 2.6 6.1 40,400 33,500 6,900 11,500 20.0 Not collected 17.4 Not collected 100 100 Not collected 57.5 1.7 4.3 30,200 25,600 4,600 9,300 17.0 * 11.1 3,800 760 32 728 – – – – -15% -20% – -40% – – – – -24% -33% – -15% 50% sourced Not available -36% 75% recycled 86% recycled -50% 1,000 76% achieved 32 – – – * Data collection for 2012 in progress. Performance will be available in the autumn. Buildings emissions – target achieved We met our buildings emissions target in FY2011 and have exceeded our target this year by nine percentage points. This was in part due to the ongoing store closures, a milder winter and our Swindon warehouse being fully rented out. We have also seen a 17 per cent reduction in electricity consumption and a 30 per cent reduction in gas consumption at our Daventry distribution centre. These reductions were driven by greater use of thermostat control, dimmer switches and a reduction in weekend working. We have also seen a small beneﬁt from the reduction in Defra’s emission factors for both electricity and gas. It is encouraging to note that our stores improved their energy performance per sq. ft. by 3.4 per cent during the year. Transport emissions – target achieved We exceeded our target by 5 percentage points in FY2011 and have seen a further improvement, partly due to store closures but also from more effective stock control, ensuring that the right products are at the right place at the right time. Overall we have achieved a 33 per cent reduction in carbon emissions from our transport ﬂeet since 2007/08. Waste recycling – target achieved We redoubled our efforts, during the year, to reduce waste and increase recycling at both our stores and our distribution centres. Our ELC warehouse at Daventry was able to achieve zero waste to landﬁll during the year. Communities – parents and children We believe that parenting and raising children is an essential foundation for the society we live in, and that healthy babies, parents and families beneﬁt us all. We are committed to helping parents through the work we do by providing education and information to parents in the community; our Born to Care Partnership with Save the Children and charitable donations made through the Mothercare Group Foundation. Awards received During the year ELC was awarded the ‘best toy shop’ at ‘Tommy’s let’s get baby friendly Awards 2012’. Mothercare won ‘best maternity basics’ at the ‘Pregnancy & birth bloom awards 2012’. Children’s play facilities In recognition of the importance of play in the development of children, we have created a small soft play area in a number of our stores. The areas are signposted and support the ethos of Playtime which we continue to hold every Tuesday at 11am across our ELC stores and ELC inserts in larger Mothercare plc Annual report and accounts 2012 27 Corporate responsibility continued Mothercare stores. These playtimes are hosted by staff and include painting, modelling, colouring and singing nursery rhymes and involve parents and carers also. Baby and Me events Our larger Mothercare stores hold Baby and Me events for expectant mums and dads who receive advice and guidance on different aspects of parenting. These events have proved to be extremely popular. Charitable giving Mothercare’s total direct giving to charity last year was £32,324, with £27,324 to the Mothercare Group Foundation and £5,000 to Save the Children. During the year the Mothercare Group Foundation was able to make grants of £124,360. People who work for us Mothercare retains its caring culture, which is clear in the loyalty we enjoy from our staff. The average length of service for our store-based staff is high at 6.0 years for Mothercare and 5.8 years for ELC. It is also not unusual to come across staff members with 10, 15 and even 20 years of service. The longest serving employee at Mothercare has clocked up 41 years, while at ELC the number is equally impressive at 29 years. In addition, we take equal opportunities seriously and aim to reward and promote talent where appropriate. As a result we are proud to say that 53 per cent of senior management positions (below executive committee level) are held by women. In a year when Mothercare has undergone signiﬁcant change, we were ranked seventh in the survey conducted by the Reputation Institute. The study measures the reputations of over 250 companies in the UK and is part of a larger study of over 2,000 companies globally. The research conducted by the Reputation Institute indicates that strong reputations are based on the concepts of admiration, trust, good feeling and overall esteem that stakeholders have towards a company. People making our products Responsible sourcing remains a key focus for Mothercare – we aim to reduce the risk of brand- damaging allegations by monitoring our supply base, gaining a better understanding of the complex issues that affect workers and ultimately working to provide better workplaces for them. Our Responsible Sourcing Code of Conduct and Implementation Policy are available online at www.mothercareplc.com Our Responsible Sourcing Team is made up of 12 dedicated professionals located regionally in our Head and Sourcing Ofﬁces. They work directly with our suppliers and factories to understand the issues in the supply chain and improve working conditions. Their work is complemented by the third-party audit information we obtain through SEDEX (www.sedexglobal.com). By using our own internal team and third-party audit information, we increase the visibility we have over the supply chain, which allows us to focus on gaining transparency and working with the factory to make improvements. The more work we do in this area, the more complex issues we unravel, which are often industry-wide issues and not limited to individual factories. In order to tackle these sorts of issues, we continue to be active members of the Ethical Trading Initiative (www.ethicaltrade.org). This platform allows us to have dialogue with other retailers, non-governmental organisations and trade unions, and to work together on programmes that tackle endemic issues that cannot be resolved by individual retailers. Going forward, the Mothercare Responsible Sourcing Programme has to adapt to a changing business environment. As a result of this, the team is in the midst of developing a ﬁve-year strategy which will cement current global practices and fully embed responsible sourcing in the day-to-day culture of the Mothercare business, before expanding and undertaking aspirational work in the later years of the strategy. This will allow us to maintain the high standard of our current work, whilst helping us to plan for the future. It will also provide the team with measurable goals to achieve and track progress. The focus of the Responsible Sourcing Team is on the ﬁrst tier of our supply base where we believe we have the greatest inﬂuence and ability to bring about change. In 2011/12, 96 per cent of our supply base was registered on SEDEX and third-party audit information was provided for 88 per cent of factories. In addition to this our in-house team visited 80 per cent of our direct supply base to offer help and guidance on non-compliance resolution. The second and third tiers of our supply base (e.g. spinning mills, homeworkers, etc) are investigated on a project basis or as part of our involvement with ETI working groups such as the group to tackle the Sumangali scheme in South India, which exists in spinning mills over which we as an individual retailer have very limited inﬂuence. This approach allows us to target our resources effectively and develop best practice, which we then work to implement in a wider context at a later stage. 28 Mothercare plc Annual report and accounts 2012 B u s i n e s s r e v e w i Labour turnover down by over 70 per cent vs. 40 per cent for the overall India project group Average hourly rate of pay up by 8 per cent vs. 20 per cent drop in the overall India project group Average working hours down by over 6 per cent Bangladesh factory Efﬁciency up by 7 per cent Absenteeism has reduced by over 75 per cent vs. 55 per cent in the overall Bangladesh project group Basic pay of the lowest paid worker has increased by over 9 per cent vs. 2.5 per cent in the overall Bangladesh project group Average working hours reduced by over 30 per cent vs. 17 per cent in the overall Bangladesh project group The feedback from the factories involved has been very positive: “ This is the ﬁrst time I have come across an opportunity for supervisors to partake in a factory development project; I feel more important and recognised.” Supervisor at our factory in India. Case Study – Collaborative factory improvement projects in India and Bangladesh Mothercare is participating in the Responsible and Accountable Garment Sector (RAGS) Challenge Fund, set up by the Department for International Development (DfID). We are working with ﬁve other retailers on the Beneﬁt for Business and Workers (BBW) project, which focuses on improving the management systems of ready-made garment manufacturers, demonstrating the business beneﬁts of providing better jobs and providing the tools and know-how to create change. The goal of the project is to make responsible business and efﬁcient production the norm in the Indian and Bangladesh Garment Export Manufacturing sectors. The objectives are to support factories to: Introduce and sustain productivity and quality improvements Have a more stable and satisﬁed workforce Provide better remuneration packages for workers Ensure that workers do not work excessive hours Ensure that workers are able to communicate their views The project is delivered in two phases: Phase One (November 2010 – February 2012) consists of building management skills and improving working conditions in 10 pilot factories in India and Bangladesh Phase Two consists of training and implementation support for 100 factories commencing March 2012 Mothercare has two key factories involved in Phase One, both of whom have achieved very encouraging results, including signiﬁcant improvements in productivity, absenteeism and turnover. We are particularly pleased by the shift in the factory owners’ way of thinking about their business and their workers. Some examples of improvements: India factory Productivity up by over 20 per cent in the Mothercare factory vs. less than 1.5 per cent over the whole project group in India Absenteeism down by over 50 per cent vs. less than 40 per cent for the overall India project group Mothercare plc Annual report and accounts 2012 29 Board of directors 1. 2. 3. 4. 5. 6. 7. Committee Memberships key: A Audit Committee R Remuneration Committee N Nomination Committee F Full board member R N F 1. Alan Parker Chairman Appointed August 2011 Executive Chairman of Mothercare plc from 17 November 2011 to 30 April 2012. Non-executive director of Kesa Electrical plc, Jumeirah International LLC and Justice Holdings Limited. President and Chairman of the British Hospitality Association. Formerly Chief Executive of Whitbread plc and Managing Director EMEA of Holiday Inn. F 2. Simon Calver Chief Executive Appointed April 2012 Formerly Chief Executive of Loveﬁlm International; CEO of Video Island; President and Chief Operating Ofﬁcer of Riverdeep Inc; Vice President and General Manager of Home and Small Business, UK and Ireland, Dell Computer Corporation and Vice President International Sales Operations, PepsiCo Inc. F 3. Neil Harrington Finance Director Appointed January 2006 Non-executive director and audit committee chair at McBride plc. Formerly Finance Director of George Clothing UK, a division of Asda Stores Limited; Chief Financial and Admin Ofﬁcer of Global George, a division of Wal-Mart Stores Inc; Finance Director of Barclaycard International, a division of Barclays Bank plc; and Group Financial Controller of French Connection Group plc. On 25 April 2012, the Company announced the resignation of Neil Harrington. Chartered Accountant. A R N F 4. Bernard Cragg Senior non-executive director Appointed March 2003 Senior non-executive director of Workspace Group plc; non-executive director of Astro All Asia Networks plc and Progressive Digital Media Group plc. Formerly Group Finance Director and Chief Financial Ofﬁcer of Carlton Communications plc, Chairman of I-mate plc and Datamonitor plc and a non-executive director of Bristol & West plc and Arcadia Group plc. Chartered Accountant. A R N F 5. Amanda Mackenzie Non-executive director Appointed January 2011 Chief Marketing and Communications Ofﬁcer of Aviva plc. A member of Aviva’s Executive Committee, Executive sponsor for diversity and Chair of the operational risk committee. Member of Lord Davies steering group to increase the number of women on corporate boards; President of the Marketing Society; board member of the National Youth Orchestra and chair of Front Foot for the Advertising Association. A R N F 6. Richard Rivers Non-executive director Appointed July 2008 Formerly Chief of Staff and Head of Corporate Strategy at Unilever. A non-executive director of Channel 4 Television Corporation and Lumene Oy, and a member of the Advisory Board of WPP. A R N F 7. David Williams Non-executive director Appointed August 2004 Chair of Operating Partners of Duke Street Capital LLP, The Original Factory Shop Ltd; Natures Way Foods Ltd and Wagamama Ltd. Non-executive Director of the Royal London Mutual Insurance Group Ltd. Formerly Chairman of Simple Ltd, Avebury Taverns Ltd, Sandpiper Ltd, Wyevale Garden Centres plc and Ideal Shopping Direct plc, Adelie Food Holdings Ltd and Oasis Dental Healthcare Ltd. Formerly Governor of London Business School. 30 Mothercare plc Annual report and accounts 2012 Executive committee 1. 2. 3. 4. 5. 6. 1. Simon Calver Chief Executive 5. Mike Logue Managing Director – UK Appointed August 2011 Formerly Commercial Director for non food and managing director of Asda Living at Asda; Managing Director of Gamestation; various operational roles at Marks and Spencer throughout the UK and in Hong Kong. 6. Sue Malti Group HR Director Appointed December 2006 Formerly HR Director at RHM (Rank Hovis McDougal); Group HR Director at the Thresher Group; various HR and commercial roles at Marks and Spencer (1984-1990). (See opposite page for biography) 2. Tim Ashby Group General Counsel and Company Secretary Appointed May 2010 Formerly Region Counsel for Europe/ Africa at Yum! Brands Inc. (owners of KFC, Pizza Hut and Taco Bell); Senior International Counsel, PepsiCo, Inc.; Solicitor, Denton Wilde Sapte. 3. Jerry Cull Managing Director – International Appointed December 2005 With the group for over 30 years. Director of International and head of Mothercare’s franchise business since 1995. Formerly, regional manager at Mothercare; various roles at Bhs, including Head of Bhs International. 4. Neil Harrington Finance Director (See opposite page for biography) G o v e r n a n c e Mothercare plc Annual report and accounts 2012 31 Corporate governance “ Having been a Chief Executive for many years, I recognise and ﬁrmly believe in the importance of good corporate governance and the beneﬁts that it brings – to the Company, its shareholders and its management. We carried out a thorough evaluation of the board a few months ago, which I will use to establish a clear framework of objectives and governance of the Company over the next few years.” Alan Parker CBE Chairman 32 Mothercare plc Annual report and accounts 2012 The Company believes that by seeking to achieve a high standard of corporate governance in all of the activities undertaken by the group, the group’s reputation and performance will be enhanced. In addition, it will also promote and beneﬁt the interests of investors, customers, staff and other stakeholders. To this end, and save as described below, the Company considers that it has complied throughout the 53-week period ended on 31 March 2012 with the relevant provisions set out in the UK Corporate Governance Code published by the Financial Reporting Council (FRC) in 2010 having applied the main and supporting principles set out in Sections A to E of the Code. The board The leadership of the Mothercare plc business is provided by the Mothercare plc board. It operates on a unitary basis and ordinarily comprises the non-executive Chairman, four independent non-executive directors, and two full-time executive directors, being the group Chief Executive and the Finance Director. During the past year, Ian Peacock retired as Chairman and Alan Parker was appointed as the new Chairman with effect from 15 August 2011. Following Ben Gordon’s resignation as Chief Executive, with effect from 17 November 2011, Alan Parker took on the role of part-time Executive Chairman until 30 April 2012, being the period during which the Company was without a Chief Executive. Alan Parker worked three days a week for, and did not become Chief Executive of, the Company. In his capacity as Executive Chairman, Alan Parker initiated the structural and operational review of the business, had the executive committee reporting to him directly, and reshaped the executive management team. Alan Parker relinquished his position as Executive Chairman on the same day that Simon Calver commenced as Chief Executive. It is noted that this was a technical breach of the UK Corporate Governance Code requirement to separate the responsibilities of running the Company and running the board, even though Alan Parker did not become Chief Executive. A key element of the board’s responsibility is monitoring and reviewing the effectiveness of the Company’s system of internal control and the non-executive directors challenge and scrutinise its effectiveness and integrity. The Company has continued to maintain a system of internal control within an executive management structure with deﬁned lines of responsibility and delegation of authority within prescribed ﬁnancial and operational limits. The system of internal control is based on ﬁnancial, operational, compliance and risk control policies and procedures together with regular reporting of ﬁnancial performance and measurement of key performance indicators. Risk management, planning, budgeting and forecasting procedures are also in place together with formal capital investment and appraisal arrangements. Following his appointment, the Chairman instigated a detailed externally facilitated evaluation of the board (using Wickland Westcott), and its effectiveness and operation. The review was positive but suggested recommendations to improve further the overall effectiveness of the board, its composition and its interaction with the executive committee, and which are now being implemented by the board. Diversity The importance of improving the diversity balance (including gender) on boards of UK listed companies is recognised. Currently the Mothercare plc board (excluding the executive directors) comprises one woman and four men, and the senior executive management team (including the executive directors) has one woman and four men. The Company believes it is well positioned to meet the challenge of improving gender diversity and expects to have women representing 25 per cent of its board by January 2013, and an increased percentage of women on the executive committee by the same time. As at 31 March 2012, 53 per cent of the senior management positions (the two grades below executive committee) were held by women. Going concern The directors have reviewed the going concern principle in the light of the guidance provided by the FRC. The group’s business activities, and the factors likely to affect its future development, are set out in the business review. The ﬁnancial position of the group, its cash ﬂows, liquidity position and borrowing facilities are set out in the ﬁnancial review on pages 18 to 21. In addition, notes 21 and 22 to the ﬁnancial statements include the group’s objectives, policies and processes for managing its capital; its ﬁnancial risk management objectives; details of its hedging arrangements and its exposure to credit and liquidity risks. The group’s objective with respect to managing capital is to maintain a balance sheet structure that is both efﬁcient in terms of providing long term returns to shareholders and safeguards the group’s ability to continue as a going concern. As appropriate, the group can choose to adjust its capital structure by varying the amount of dividends paid to shareholders, returns of capital to shareholders, issuing new shares or the level of capital expenditure. A review of the business performance is set out in the ﬁnancial review. Trading in the period has been impacted by the economic downturn in the UK with a reduction in the underlying result of the UK business leading to an underlying loss for the period of £24.7 million (2011: proﬁt of £11.1 million). The International business continues to expand, generating an underlying proﬁt for the period of £34.9 million (2011: £27.5 million). As noted in the Chief Executive’s review we have performed a structural and operational review of the size and scope of our business. In the UK, the ‘Transformation and Growth’ plan aims to stabilise like-for-like sales and margin, reduce UK central costs, close additional stores to focus on a core portfolio of circa 200 stores and launch combined online and in-store customer options with a new website and; in international accelerate expansion (with more store openings in both new and existing countries) and 30 new overseas websites. The resulting strategy will deliver a transformation of the UK business, together with increased International growth in the next three years. At the year end the group had committed secured bank facilities of £80 million (with an average interest rate of 1.4 per cent above LIBOR) which were due to expire in May 2014. It also had an uncommitted unsecured bank overdraft facility of £10 million. On 11 April 2012 the group reﬁnanced the banking facilities with the support of its two existing banks, HSBC and Barclays, increasing the level of committed facilities from £80 million to £90 million (at an interest rate range of 3.5 per cent to 4.0 per cent above LIBOR) and extending the term to 31 May 2015 (see note 21). These facilities provide additional liquidity and covenant headroom to accommodate the new three-year strategy. The covenants in the new facilities are tested quarterly and are based around gearing, ﬁxed charge cover and guarantor cover. The committed bank facility was drawn down by a maximum of £40 million during the period and at the year end the group had a net debt balance of £20.1 million funded by a drawdown against the facility of £10 million, £10 million of committed overdraft and £1.9 million of uncommitted overdraft, net of £1.8 million of cash. The current challenging economic conditions, particularly the difﬁcult consumer and retail environment, create uncertainty around the level of demand for the group’s products. However, with the new strategy in place, the long term contracts with its franchisees around the world, long standing relationships with many of its suppliers and other mitigating actions available, the directors believe that the group is well placed to manage its business risks successfully despite the uncertain economic outlook. The group’s latest forecasts and projections, which incorporate the execution of the new strategy, have been sensitivity-tested for reasonably possible adverse variations in trading performance. This indicates the group will operate within the terms of its borrowing facilities and covenants for the foreseeable future. To the extent that future trading is worse than a reasonably possible downside, which the directors do not consider a likely scenario, then there are mitigating G o v e r n a n c e Mothercare plc Annual report and accounts 2012 33 Corporate governance continued actions available which enable the group to continue to operate within the terms of the borrowing facilities and covenants for the foreseeable future. After considering the forecasts, sensitivities and mitigating actions available to management, the directors have a reasonable expectation that the Company and the group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the ﬁnancial statements are therefore prepared on the going concern basis. Risk management The effective management of risks within the group is essential to underpin the delivery of its objectives and strategy. The board is responsible for ensuring that risks are identiﬁed and appropriately managed across the group and has delegated to the audit committee responsibility for reviewing the group’s internal controls, including the systems established to identify, assess, manage and monitor risks. The Company has an internal audit function, which reports through the group general counsel and company secretary to the audit committee. The activities of the internal audit function are supplemented by external resources as necessary. The external auditors also report to the audit committee on the efﬁciency of controls as part of the audit. The principal risks and uncertainties facing the Company are set out on pages 24 and 25. The programme of speciﬁc risk management activity of the Company’s UK operations continued during the year across the activities of both brands. Under this programme, individual stores are tested against a risk assessment model that emphasises health and safety, ﬁre safety and internal process compliance. The board believes that the system of internal control described can provide only reasonable and not absolute assurance against material mis-statement or loss. During the course of its review of the system of internal control, the board has not identiﬁed nor been advised of any failings or weaknesses which it has determined to be signiﬁcant. Therefore a conﬁrmation in respect of necessary actions has not been considered appropriate. Bribery Act 2010 The Bribery Act 2010, which came into force on 1 July 2011, consolidates previous legislation and introduces (amongst other things) a new corporate offence of “failure to prevent bribery”. Non-compliance with this Act could expose the group to unlimited ﬁnes and other consequences. Accordingly, the group has introduced additional measures into the business to reinforce its zero tolerance approach to bribery and corruption. The Group Global Code of Conduct (with speciﬁc reference to the Bribery Act) was issued to all non- store level employees both in the UK and overseas. The group’s position on bribery and corruption has been explained to suppliers and franchisees at conferences, and to its joint venture partners. The group maintains a global “whistleblower” hotline accessible in many languages. Shareholder relations The Company maintains regular dialogue with institutional shareholders following presentation of the ﬁnancial performance of the business to the investing communities. Opportunities for dialogue take place at least six times a year. Formal meetings are held following the announcement of the half and full year results, with telephone conversations and ad hoc meetings following our four trading statements. During such meetings the board is able to put forward its objectives for the business and discuss performance against those objectives and develop an understanding of the views of major shareholders. The outcome of meetings with major shareholders is reported by the Chief Executive at board meetings on a periodic basis. The Company seeks to reach a wider audience by the use of its website (www.mothercareplc.com) and, with a view to encouraging full participation of those unable to attend the AGM, provides an opportunity for shareholders to ask questions of their board through the internet at www.mothercareplc.com or by email to investorrelations@mothercare.com. The Company provides electronic voting facilities through www.sharevote.co.uk. Those shareholders who wish to use this facility should review the notes and procedures set out in the Notice of Meeting. The board and directors The board of Mothercare plc meets regularly and maintains overall control of the group’s affairs through a schedule of matters reserved for its decision. These include setting the group strategy, the approval of the annual budget and ﬁnancial statements, major acquisitions and disposals, authority limits for capital and other expenditure and material treasury matters. Details of the terms of reference of the board’s committees are also set out in the corporate governance section of the Company’s website at www.mothercareplc.com. The non-executive directors are independent and free from any business or other relationship that could interfere with their judgement. Although Bernard Cragg was appointed a non-executive director of the Company in March 2003, and has now served over nine years in that role, he will retire as a non-executive director (and senior independent director and chair of 34 Mothercare plc Annual report and accounts 2012 the audit committee) in December 2012. The board considers that Bernard Cragg remains independent until his retirement. The non-executive directors do not participate in any bonus, share option or pension scheme of the Company. re-election every year; from 2013, the board has resolved that all directors should offer themselves for re-election, notwithstanding that it is a requirement of the UK Corporate Governance Code for FTSE 350 companies that the directors do so every year. The business commitments of each member of the board are set out in the biographical details on page 30. Notwithstanding such commitments, each member of the board is able to allocate sufﬁcient time to the Company to discharge his/her responsibilities effectively. The board considers that the balance achieved between executive and non-executive directors during the period was appropriate and effective for the control and direction of the business. The board is assisted by committees that it has established with written terms of reference. The roles of the remuneration, audit and nomination committees are set out below. The audit, remuneration and nomination committees comprised the four non- executive directors with the Chairman additionally serving on the remuneration and nomination committees. A record of the meetings held during the year of the board, its committees and the attendance by individual directors is set out at page 37. The board has delegated day-to-day and business management control of the group to the executive committee. The executive committee ordinarily consists of the group Chief Executive, Finance Director, the managing directors of the UK and International businesses, other operational directors within the group, and the group general counsel and company secretary. Throughout the period, the board has been supplied with information and papers submitted at each board meeting which ensures that the major aspects of the group’s affairs are reviewed regularly in accordance with a rolling agenda and programme of work. All directors, whether executive or non-executive, have unrestricted access to the group general counsel and company secretary and executives within the group on any matter of concern to them in respect of their duties. In addition, new directors are given appropriate training on appointment to the board. Appropriate time is made during the year for continuing training on relevant topics concerning the functioning of the board and the obligations of directors. The Company has undertaken to reimburse legal fees to the directors if circumstances should arise in which it is necessary for them to seek separate, independent, legal advice in furtherance of their duties. In accordance with the Articles of Association, one-third of the directors are required to offer themselves for The board is of the opinion that the directors seeking re-election at the AGM have continued to give effective counsel and commitment to the Company and accordingly should be re-appointed. During the year the senior independent director did not carry out an annual performance review of the Chairman, who was appointed in August 2011, but will do so next year. Directors’ interests and indemnity arrangements At no time during the year did any director hold a material interest in any contract of signiﬁcance with the Company or any of its subsidiary undertakings other than a third-party indemnity provision between each director and the Company and service contracts between each executive director and the Company. The Company has purchased and maintained throughout the year directors’ and ofﬁcers’ liability insurance in respect of itself and its directors. The directors also have the beneﬁt of the indemnity provision contained in the Company’s Articles of Association. These provisions, which are qualifying third-party indemnity provisions as deﬁned by Section 236 of the Companies Act 2006, were in force throughout the year and are currently in force. Details of directors’ remuneration, service contracts and interests in the shares of the Company are set out in the directors’ remuneration report. The Company also provides an indemnity for the beneﬁt of each person who was a director of Mothercare Pension Trustees Limited, which is a corporate trustee of the Company’s occupational pension schemes, in respect of liabilities that may attach to them in their capacity as directors of that corporate trustee. These provisions, which are qualifying pension scheme indemnity provisions as deﬁned in Section 235 of the Companies Act 2006, were in force throughout the year and are currently in force. Directors’ conﬂicts of interest The board has maintained procedures whereby potential conﬂicts of interests are reviewed regularly. These procedures have been designed so that the board may be reasonably assured that any potential situation where a director may have a direct or indirect interest which may conﬂict or may possibly conﬂict with the interests of the Company are identiﬁed and where appropriate dealt with in accordance with the Companies Act 2006 and the Company’s Articles of Association. The board has not had to deal with any conﬂict during the period. G o v e r n a n c e Mothercare plc Annual report and accounts 2012 35 Corporate governance continued Committees David Williams Chairman, remuneration committee The remuneration committee, chaired during the year by David Williams, comprises the Chairman and the non-executive directors. It establishes the remuneration policy generally, approves speciﬁc arrangements for the Chairman and the executive directors and reviews and comments upon the proposed arrangements for senior executives so as to ensure consistency within the overall remuneration policy and group strategy. The terms of reference of the committee are set out on the Company’s website. Full disclosure of the Company’s remuneration policy and details of the remuneration of each director is set out in the remuneration report on pages 42 to 49 and in Appendix A on pages 50 to 52. During the period no director was, and procedures are in place to ensure that no director is, involved in deciding or determining his or her own remuneration. Alan Parker Chairman, nomination committee The nomination committee, chaired by Alan Parker following his appointment during the year, comprises all of the non-executive directors. The terms of reference of the committee are set out on the Company’s website. The committee makes proposals on the size, structure, composition (including diversity) and appointments to the board. It carries out the selection process and agrees the terms of appointment of non-executive directors. Ordinarily an external search agency is used to assist in the identiﬁcation of suitable candidates for board appointments. The nomination committee also reviews succession planning on an annual basis. The Company’s position on diversity balance is set out earlier in this report. Bernard Cragg Chairman, audit committee The audit committee was chaired during the year by Bernard Cragg, the senior non-executive director. The remit of the audit committee is to review the scope and issues arising from the audit and matters relating to ﬁnancial control. It also assists the board in its review of corporate governance and in the 36 Mothercare plc Annual report and accounts 2012 presentation of the Company’s ﬁnancial results through its review of the interim and full year accounts before approval by the board, focusing in particular on compliance with accounting principles, changes in accounting practice and major areas of judgement. The full terms of reference are set out under the corporate governance section of the website at www.mothercareplc.com. The audit committee comprises the four non-executive directors. The group general counsel and company secretary acts as secretary to the committee. Bernard Cragg is a chartered accountant with considerable ﬁnancial and varied commercial experience. The committee met four times during the period. No speciﬁc remuneration of the non-executive directors is ascribed to membership of the audit committee other than a supplement of £5,000 paid to Bernard Cragg in respect of his chairmanship of the committee. The main activities of the audit committee in the 53 weeks ended 31 March 2012 During the period the audit committee has: reviewed the ﬁnancial statements both in the interim report and full year report and accounts, having in both cases received a report from the external auditors on their review and audit of the respective reports and accounts; assisted the board in its detailed review of the going concern principle underpinning the results of the group for the period in the light of the Financial Reporting Council’s additional guidance on going concern and liquidity risk; considered the output of the procedures used to evaluate and mitigate risk within the group; reviewed the effectiveness of the group’s internal controls and disclosures made in the annual report; considered the management letter from the external auditors on their review of the effectiveness of internal control; agreed the fees and terms of appointment of the external auditors; reviewed both the committee’s and the external auditor’s effectiveness; agreed the work plan of the internal audit function and reviewed the resultant output from that plan; and reviewed and assessed the group’s compliance with corporate governance principles. The audit committee reviews annually the independence of the external audit ﬁrm and the individuals carrying out the audit by receiving assurances from, and assessing, the audit ﬁrm against best practice principles. The committee seeks to balance the beneﬁts of continuity of audit personnel and the need to assure independence through change of audit personnel by agreeing with the audit ﬁrm staff rotation policies. There are no contractual obligations restricting the committee’s choice of external auditors. In any event, the external auditors are required to rotate the audit partner responsible for the audit every ﬁve years. The current lead audit partner has been in place for ﬁve years, and is being replaced once the accounts for the year have been ﬁnalised and approved. In addition, a policy in respect of non-audit work by the audit ﬁrm is in effect. The general principle is that the audit ﬁrm should not be requested to carry out non-audit services on any activity of the Company where they may, in the future, be required to give an audit opinion, and the nature of any non-audit work must be approved by the committee. The committee has assisted the board in the assessment of the adequacy of the resourcing plan for the internal audit function. In respect of the activities of the function, the committee has received reports upon the work carried out and the results of the investigations including management responses, their adequacy and timeliness. A review was also held of the effectiveness of the audit committee and the external auditors during the year. It was considered that the work of the audit committee during the year was effective measured against its terms of reference and general audit committee practice. In respect of the auditor effectiveness review, it was considered that the external auditors had carried out their obligations in an effective and appropriate manner. As a result of its work during the year, the committee has concluded that it has acted in accordance with its terms of reference and has ensured the independence of the external auditors (by enquiry of them, and reviewing the report issued by the auditors regarding their independence, and the non-audit services provided by the auditors and the safeguards relating thereto). The Company did not pay any non-audit fees to the auditors on a contingent basis (non-audit fees incurred in the year are set out in note 7). The Chairman of the committee will be available at the AGM to answer any questions on the work of the committee. Director attendance Director attendance statistics for the 53-week period ended 31 March 2012 Director Maximum number of meetings Alan Parker* Ian Peacock* Bernard Cragg Ben Gordon* Neil Harrington Amanda Mackenzie Richard Rivers David Williams Notes: Board Audit Nomination Remuneration Committee 9 6 4 9 4 9 9 9 9 4 3 2 4 n/a n/a 4 4 4 7 5 3 7 n/a n/a 7 7 7 7 5 3 6 n/a n/a 7 7 7 Ben Gordon and Neil Harrington attended meetings of the audit and remuneration committees upon the invitation of the respective chairmen. Ian Peacock and Alan Parker attended meetings of the audit committee on the same basis during their respective periods as Chairman of the Company. In addition to the board meetings above there were two ad hoc board meetings which approved the interim and full year report and accounts respectively and which were constituted by the board from those members available at that time, having considered the views of the whole board beforehand. * denotes that the director either was appointed or retired/resigned during the year and thus was not eligible to attend all meetings. G o v e r n a n c e Mothercare plc Annual report and accounts 2012 37 Going concern The accounts have been prepared under the going concern principle. For full details please see the corporate governance report on page 33. Dividend The directors are not recommending the payment of a ﬁnal dividend. An interim dividend of 2p per share was paid in February 2012 (2011: 6.4p per share) making a total of 2p per share (2011: total of 18.3p per share) for the year. The Trustees of the Mothercare Employee Trust, who held 440,394 shares, and Mothercare Employees’ Share Trustee Limited which held 3,151 shares, waived their entitlement to receive dividends in respect of these shares. Shares As at 23 May 2012, the Company’s issued share capital was 88,637,086 ordinary shares of 50p each all carrying voting rights. Details of the change in the Company’s issued share capital during the year is set out in note 25. No shares were held in Treasury. The Company has one class of ordinary shares. Each share carries the right to one vote at general meetings of the Company. There are no speciﬁc restrictions on the size of a holding in the Company nor on the transfer of shares, which are both governed by the general provisions of the Company’s Articles of Association and legislation. The directors are not aware of any agreements between shareholders that may result in restrictions on the transfer of shares or on voting rights. Details of the Company’s employee share schemes are set out in the remuneration report. The Trustees of the Mothercare Employee Trust and Mothercare Employees’ Share Trustee Limited abstain from voting their shareholding in the Company. Directors’ report The directors present their report on the affairs of the group, together with the ﬁnancial statements and auditors’ report for the 53-week period ended 31 March 2012. The corporate governance statement set out on pages 32 to 37 forms part of this report. The Chairman’s statement on pages 8 and 9 gives further information on the work of the board during the period. The principal activity of the group is as a specialist multi-channel retailer, franchisor and wholesaler of products for mothers-to-be, babies and children under the Mothercare and Early Learning Centre brands. Business review The principal companies within the Mothercare group for the period under review were Mothercare plc (the ‘Company’); Mothercare UK Limited and Chelsea Stores Holdings Ltd (which own the Mothercare and Early Learning Centre brands respectively). The Companies Act 2006 requires the directors’ report to contain a review of the business and a description of the principal risks and uncertainties facing the group. A review of the business strategy and a commentary on the performance of the group is set out in the performance highlights, our group overview, Chairman’s statement, Chief Executive’s statement, the business review and ﬁnancial review. The principal risks facing the business are detailed in the corporate governance report. These disclosures form part of this report. The directors’ report is prepared for the members of the Company and should not be relied upon by any other party or for any other purpose. Where the directors’ report (including the performance highlights, our group overview, business review, ﬁnancial review, KPIs, corporate responsibility report, directors’ remuneration report and corporate governance report) contain forward-looking statements these are made by the directors in good faith based on the information available to them at the time of their approval of this report. These statements will not be updated or reported upon further during the year unless the Company is under a legal obligation to do so. Consequently, such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying such forward-looking statements or information. The group’s use of ﬁnancial instruments, the risk management objectives and exposures are set out in the notes to the ﬁnancial statements and the corporate governance report on page 32. 38 Mothercare plc Annual report and accounts 2012 Substantial shareholdings As at 30 April 2012, the Company has been advised of or is aware of the following interests above 3 per cent in the Company’s ordinary share capital: Holder M&G Investment Management Ltd DC Thomson & Company Ltd Fidelity International Limited Allianz Global Investors Aberdeen Asset Managers Limited Capital Group of Companies Financière de L’Echiquier (FR) Percentage of issued share capital 14.64% 10.51% 7.97% 7.40% 6.82% 5.92% 3.95% Number of shares 12,973,149 9,313,522 7,064,133 6,553,148 6,042,805 5,248,433 3,496,800 G o v e r n a n c e Acquisition of own shares The Company was given a general approval at the AGM in July 2011 to purchase up to 10 per cent of its shares in the market. This authority expires after the AGM on 19 July 2012. The authority has not been used during the year. Signiﬁcant agreements and change of control The group has entered into one signiﬁcant agreement in the past year. This is a multi currency term and revolving facilities agreement dated 11 April 2012 in respect of a £90,000,000 credit facility with Barclays Bank plc and HSBC Bank plc for general business purposes. This supersedes the multi currency revolving facilities agreement entered into by the group with Barclays Bank plc and HSBC Bank plc on 16 May 2011. There are a number of agreements that alter or terminate upon a change of control such as commercial contracts, bank loan agreements and employee share plans. The only one of these which is considered to be signiﬁcant in terms of likely impact on the business of the group as a whole is the multi currency term and revolving facilities agreement referred to above under which a change of control of the Company would entitle the banks to cancel the facility and require the repayment of all outstanding amounts on a minimum of 30 days’ notice Other than early vesting under the group’s long term incentive plans, the directors are not aware of any agreements between the Company and its directors or employees that provide for compensation for loss of ofﬁce or employment that would occur because of a takeover bid whether successful or not. There are no special contractual payments associated with a change of control of the Company. Directors With regard to the appointment and replacement of directors, the Company is governed by its Articles of Association, the UK Corporate Governance Code, the Companies Act and related legislation. The Articles may be amended by special resolution of the shareholders. The business of the Company is managed by the board who may exercise all the powers of the Company subject to the provision of the Articles of Association, the Companies Act and any ordinary resolution of the Company. The following directors served during the 53-week period ended 31 March 2012: Name Alan Parker Ian Peacock Appointment Executive Chairman (17 November 2011 to 30 April 2012); Chairman and non-executive director (15 August – 16 November 2011 and from 30 April 2012); Chairman of the nomination committee (from 15 August 2011) Chairman and Chairman of the nomination committee until 15 August 2011; non-executive director (retired 31 October 2011) Bernard Cragg Senior independent non-executive director and Chairman of the audit committee Ben Gordon Executive director (until 17 November 2011) Neil Harrington Executive director Amanda Mackenzie Independent non-executive director Richard Rivers Independent non-executive director David Williams Independent non-executive director and Chairman of the remuneration committee Simon Calver was appointed as Chief Executive on 30 April 2012. Mothercare plc Annual report and accounts 2012 39 Directors’ report continued In accordance with the Company’s Articles of Association, David Williams and Bernard Cragg retire by rotation from the board following the conclusion of the AGM on 19 July 2012 and stand for re-election. Alan Parker and Simon Calver are standing for election having been appointed since the last AGM. Biographical details of all of the directors, indicating their experience and qualiﬁcations, are set out on page 30. In light of the number of changes to the board over the past year, the required election of Alan Parker and Simon Calver at the AGM, the forthcoming retirement as a director of Bernard Cragg after more than nine years as a director, and the announced resignation of Neil Harrington, it has been decided to defer the retirement and re-election of all directors until the annual general meeting of the Company in 2013 notwithstanding that it is a requirement of the UK Corporate Governance Code for FTSE 350 companies that the directors do so every year. Details of directors’ service arrangements are set out in the remuneration report on page 47. A statement of directors’ interests in the shares of Mothercare plc and of their remuneration is set out on pages 49 and 50 respectively. A statement of directors’ interests in contracts and indemnity arrangements is set out on page 35. Employees The Company involves all of its employees in the delivery of its strategy. It regularly discusses with all its employees its corporate objectives and business performance, as well as the economic environments in which the Company trades through its business sectors. This is achieved through the Company magazine ‘Small Talk’ (to be replaced by an employee communications website), regular brieﬁngs, bulletins, e-mail and video presentations. The Company aspires to develop a loyal and high performing team through the development of its culture and values. As part of this development process it measures the capabilities of the group’s employees, ascertains their development needs and develops and implements programmes designed to ensure that the critical skills required for the development of both the individual and the group are attained. The group’s remuneration strategy is set out in the remuneration report which includes details of the various incentive schemes and share plans operated by the group. The group is an equal opportunities employer and ensures that recruitment and promotion decisions in all of its companies are made solely on the basis of 40 Mothercare plc Annual report and accounts 2012 suitability for the job. Disabled people are given due consideration for employment opportunities and, if employees become disabled, every effort is made to retain them by providing relevant support. During the year, it became necessary to carry out a consultation process affecting certain roles at the Company’s head ofﬁce in Watford and to make redundancies in some of its overseas ofﬁces. The Company recognises the impact of such processes on its employees and this process was carried out thoroughly and professionally, and in compliance with relevant laws and regulations. Pensions The group operates pension schemes for those of its employees who wish to participate. Details of the pension charge is set out in note 29. The board is mindful that further changes to elements of its pension provision will be inevitable given the proposed tax and auto-enrolment requirements introduced over the past year. The Company has commenced a series of reviews to seek a practical solution to these changes. Payment of suppliers Payments to merchandise suppliers are made in accordance with general conditions of purchase, which are communicated to suppliers at the beginning of the trading relationship. It is the group’s policy to make payments to non-merchandise suppliers, unless otherwise agreed, within the period set out in the supplier’s invoice or within 60 days from the date of invoice. The amount owed to trade creditors at the end of the ﬁnancial year represented nil days (2011: nil days) of average daily purchases during the year for the Company and 53 days (2011: 62 days) for the group. Fixed assets Changes in tangible ﬁxed assets are shown in note 16 to the accounts. A valuation of the group’s freehold and long leasehold properties, excluding rack rented properties, was carried out by external valuers, as at December 2009. The basis of the valuation is Existing Use Value in respect of properties primarily occupied by the group and on the basis of Market Value in respect of investment properties, both bases being in accordance with the Practice Statements contained in the RICS Appraisal and Valuation Manual. A further internal valuation of the freehold properties was carried out as at April 2012 on the same basis. This adjusted valuation of the freehold properties resulted in a surplus over their net book value of £2,201,773. Corporate citizenship The group’s corporate social responsibility ethos and details of the programmes that it runs in its business relationships around the world are set out on pages 26 to 29. During the year, the group re-issued its Global Code of Conduct to all its ofﬁce employees, both in the UK and overseas. Auditors In the case of each of the persons who were directors of the Company at the date when this report was approved: so far as each of the directors is aware, there is no relevant audit information (as deﬁned in the Companies Act 2006) of which the Company’s auditors are unaware; and each of the directors has taken all the steps that he/ she ought to have taken as a director to make himself/herself aware of any relevant audit information (as deﬁned) and to establish that the Company’s auditors are aware of that information. Annual General Meeting The 2012 Annual General Meeting will be held on Thursday, 19 July 2012 at 10.00am in the conference suite at the Company’s head ofﬁce at Cherry Tree Road, Watford, Hertfordshire WD24 6SH. The notice of the meeting and a prepaid form of proxy for the use of shareholders unable to come to the AGM but who wish to vote or to put any questions to the board of directors are enclosed with this annual report for those shareholders who elected to receive paper copies. The Company wishes to encourage as many shareholders as possible to vote electronically. Those shareholders who have elected to, or now wish to participate in electronic voting may register their vote in respect of resolutions to be proposed to the AGM at www.sharevote.co.uk. To use the facility shareholders will need their voting ID, task ID and shareholder reference number from their proxy form and register at www.shareview.co.uk. For full details on how to use this facility please see the Notice of Meeting. This conﬁrmation is given and should be interpreted in accordance with the provisions of Section 418 (2) of the Companies Act 2006. Shareholders may also submit questions via email to investorrelations@mothercare.com. The Chairman will respond in writing to questions received. A resolution proposing the re-election of Deloitte LLP as auditors to the Company will be put to the AGM. Charitable and political donations The Company made no donations during the year to the Mothercare Group Foundation. Total cash charitable donations for the year ended 31 March 2012 were £32,324 (2011: £282,161). It is the Company’s policy not to make political donations. Post balance sheet events Post balance sheet events are disclosed in note 31. As in previous years a copy of the Chairman’s opening statement to the meeting, together with a resumé of questions and answers given at the meeting, will be prepared following the AGM. This will be made available to shareholders on request to the Group General Counsel and Company Secretary at the Company’s head ofﬁce. The notice of meeting gives explanatory notes on the business to be proposed at the meeting. By order of the Board G o v e r n a n c e Tim Ashby Group General Counsel and Company Secretary 23 May 2012 Mothercare plc Annual report and accounts 2012 41 sufﬁciently attractive to allow us to recruit, retain and motivate a new senior management team with the skills and capability to navigate our current situation and deliver the ‘Transformation and Growth’ plan so we can meet our future aspirations. In January 2012 the remuneration committee appointed new consultants to help review the Company’s executive remuneration arrangements. Our intention was to bring forward a framework for approval at the annual general meeting. However, it has become clear that more time is required to enable a full and effective consultation with our shareholders on the new arrangements. This will allow our proposals to be properly set within the context of the ‘Transformation and Growth’ plan we have just announced, and will also give us time to reﬂect investor views properly in our proposals. The committee expects to consult further on future long term incentive proposals over the summer once the new strategy has been fully articulated and digested by investors. In the meantime, the committee will operate a short term incentive plan with ﬁnancial and non-ﬁnancial performance measures linked to the business plan. This is important to enable Simon Calver, our new Chief Executive, to reinforce the focus of his management team to deliver the business turnaround. These are clearly challenging times for executive pay in general, and Mothercare in particular. Your board is putting the building blocks in place for sustained ‘Transformation and Growth’, with new senior leadership at the Company being a critical component. We look forward to receiving your support for the remuneration report at the annual general meeting. David Williams Chairman, remuneration committee Remuneration report David Williams Chairman, remuneration committee Remuneration committee chairman’s statement During the last 12 months, we have seen a signiﬁcant reduction in the group’s proﬁtability, primarily as a result of the deterioration in the trading results of the UK business, and consequent impact on the share price. Over the same period, we have initiated important leadership changes, including the appointment of a new Chairman and Chief Executive, and further changes to the management team are planned. All of this has been against the background of the development of the ‘Transformation and Growth’ plan essential to the future of Mothercare as outlined elsewhere in this annual report. We are operating in a rapidly changing environment for executive pay in the UK, which is now a high proﬁle and sensitive matter. Reﬂecting the Company’s performance, during the year there were no increases in the salary levels of executive directors, which remain at 2008/09 levels. Further, no annual bonus payments were paid, and awards made under the Performance Share Plan (PSP) and Executive Incentive Plan (EIP) relating to the performance over the three-year period ending 31 March 2012 did not vest. However, awards made under the Executive Incentive Plan (EIP) for the three-year period to 26 March 2011 did vest reﬂecting the group’s relative performance as against other general retailers over that period (details are set out in the remuneration report). Given the Company’s current position, it is now an opportune time to break with the past and to put in place a remuneration strategy and arrangements which are better aligned with the current debate on remuneration and, most importantly, reﬂect Mothercare’s plans for ‘Transformation and Growth’ in the future. The PSP and EIP plans which operated in the past, and delivered signiﬁcant reward to executives and shareholders (as Mothercare increased in value in both absolute terms and relative to other retailers) are no longer appropriate, not least because they cannot be supported by the Company’s current ﬁnancial position and future business strategy. The committee is determined that, as well as adopting aspects of best practice (such as deferral of bonuses), remuneration should also provide a strong link between reward and sustainable performance for shareholders. Set against this, Mothercare is in a challenging situation and undergoing signiﬁcant management change. Remuneration must be 42 Mothercare plc Annual report and accounts 2012 Introduction and remuneration policy statement Our remuneration policy is to provide competitive remuneration packages that will help recruit, retain and motivate executives of the required calibre to meet the group’s strategic objectives. We aim to ensure that the policy is appropriate to the group’s needs and rewards executives for achieving relevant performance criteria. The committee monitors the group’s compliance with the UK Corporate Governance Code provisions and institutional investor guidelines for directors’ remuneration. During the year, the committee has re-considered the group’s remuneration policy, and its short term and long term incentive plans to ensure that it has a structure in place which supports its three-year business plan. During this review, the committee considered the appropriateness of the existing policy and incentive plans from a strategic and business perspective and also took into account views expressed by shareholders, current market practice, regulatory changes and corporate governance requirements. The outcome of the review was that the existing incentive plans are no longer considered to be appropriate and that revised arrangements were necessary. As a consequence, the Company is actively consulting with shareholders, and will be proposing a new long term incentive plan for approval by shareholders in due course and will also be making some amendments to its short term incentive plan with effect from the 2012/13 ﬁnancial year. The revised policy will support and be aligned with the company’s ‘Transformation and Growth’ plan (detailed in the Chief Executive’s statement) both from a structural and strategic perspective. It will also take into account best practice and will provide the Company with the ability to retain, motivate and attract key executives to support the Company through its next stage in development. The key design principles of the revised incentive arrangements will be as follows: Executive directors and senior employees will be given the opportunity to earn highly competitive levels of reward for exceptional delivery of the ‘Transformation and Growth’ plan over the medium to long term, subject to the proviso that excessive or undeserved remuneration should not be paid The Company must have the ability to retain and attract talent of an appropriate calibre to execute the business strategy in a highly challenging environment, and reﬂecting the future aspirations of the Company The performance metrics should be closely aligned to the Company’s strategic objectives and the targets chosen will represent an accurate measure of performance against the success of meeting the objectives The structures will reﬂect best practice guidelines, wherever possible, and will be developed in full consultation with investors Accordingly, this report will address both the policy and plans that have been in place during the year, and details of the revised policy and amended short term incentive plan. The remuneration report This report to shareholders has been prepared in accordance with the Companies Act 2006 (the Act), and the relevant regulations relating to directors’ remuneration, the requirements of the Listing Rules of the UK Listing Authority and the UK Corporate Governance Code. At the Annual General Meeting on 19 July 2012 shareholders will be asked to approve this report, as well as the share matching awards for the Chairman. The relevant section of the Act and regulations require the auditors to report on certain elements of this report and to state whether in their opinion these elements have been properly prepared in accordance with the Act. The audited sections include directors’ share options, the PSP and EIP awards (including that set out in Appendix A on page 50), emoluments and compensation payments as set out in Table 1A and pension arrangements set out in Table 2 of Appendix A. The remuneration committee Composition of the remuneration committee The remuneration committee comprises the independent non-executive directors and the Chairman of the Mothercare plc board (who, in the view of the directors, was deemed to be independent upon appointment). David Williams is Chairman of the committee with Bernard Cragg, Amanda Mackenzie and Richard Rivers serving throughout the year. Ian Peacock served until his retirement in October 2011 and Alan Parker has served since his appointment in August 2011. The committee’s principal duty is the determination of the remuneration for the executive directors, approval of the pay and beneﬁts of the members of the executive committee and oversight of remuneration policy for management below executive director and executive committee members to ensure that such remuneration is consistent with delivery of the business strategy and value creation for shareholders. G o v e r n a n c e Mothercare plc Annual report and accounts 2012 43 Remuneration report continued The committee met seven times during the year and each member’s attendance at these meetings is set out on page 37 of the corporate governance report. The committee’s detailed terms of reference are available on the Mothercare website at www.mothercareplc.com. Lane Clark & Peacock LLP does not provide any other services to the Company and does not have any other connections with the Company. However, DLA Piper LLP provides general legal advice to the group, and PwC LLP provides certain other advice and non- audit services to the group. Advisers to the remuneration committee The committee retained certain external organisations to assist them in their work during the year. The committee has also consulted the Chief Executive, human resources director and group general counsel and company secretary as appropriate. No executive was present for discussions of their own remuneration. As at 31 March 2012, the committee’s advisers were: Person or organisation Services provided PricewaterhouseCoopers LLP Advice on the new incentive schemes, executive remuneration and remuneration benchmarking Lane Clark & Peacock LLP Pensions advice DLA Piper LLP Legal services principally in respect of employment contracts During the period 1 April 2011 to 31 December 2011, Kepler Associates Ltd advised the committee on executive remuneration and remuneration benchmarking. With effect from January 2012, the committee has been advised by PwC on these issues. Performance graph The performance graph below shows the group’s TSR against the return achieved by the FTSE 250 Index. Mothercare plc entered the FTSE 250 on 30 June 2008, but returned to the FTSE SmallCap Index on 19 December 2011. The performance graph below shows performance against the FTSE 250 Index and the FTSE All Share General Retailers Index. The graph shows the ﬁve ﬁnancial years to 31 March 2012. The indices were chosen on the basis that Mothercare was a constituent of both the FTSE 250 and FTSE General Retailers indices. The group’s performance against the FTSE All Share General Retailers Index determines the level of vesting of awards under the Executive Incentive Plan. Five-year total shareholder return 180 120 60 0 7 0 0 2 h c r a M 6 2 n o d e t s e v n i 0 0 1 £ March 07 March 08 March 09 March 10 March 11 March 12 FTSE All Share FTSE 250 Index FTSE ASX General Retailers Mothercare 44 Mothercare plc Annual report and accounts 2012 Directors’ remuneration Current The executive directors’ ﬁxed annual remuneration comprises a base salary (which is normally reviewed in April each year) and beneﬁts; they also receive variable remuneration through an annual bonus scheme, and the group’s long term incentive plans (EIP and PSP). The group made no awards to the executive directors under any other long term incentive scheme during the year, although they are entitled to participate in the Save As You Earn share option scheme, which is open to all employees (but excluding non-executive directors). The remuneration of the non-executive directors comprises ﬁxed annual fees. Expenses incurred on group business are reimbursed when claimed. Non- executive director fees are reviewed periodically and set at levels to reﬂect the time commitment and responsibilities of the non-executive directors. The fees of the non-executive directors are determined by the Chairman and executive directors on behalf of the board. The non-executive directors do not participate in the group pension, annual bonus plan or any long term incentive scheme. The Chairman’s remuneration is determined by the remuneration committee without the Chairman present. As an inducement for Alan Parker to become Chairman, the Company agreed to implement a share matching scheme under which it would match the shares purchased by him, up to a maximum value and subject to certain performance criteria being met. Details of this scheme, which is subject to shareholder approval, are set out later in this report. Future The executive directors’ ﬁxed annual remuneration will still comprise a base salary, which is normally reviewed in April each year, and beneﬁts. The variable elements of remuneration will be delivered through a short term incentive plan and a long term incentive plan. All elements of the variable remuneration will be assessed against both ﬁnancial and non-ﬁnancial performance criteria. Further details are set out below. Ordinarily, the Company would report on the balance between the ﬁxed and performance based compensation awarded to its executive directors. However, one of the executive directors (Neil Harrington) has submitted his resignation and will not receive variable compensation in this ﬁnancial year; and the payment of variable compensation to the other executive director is subject to the ﬁnalisation of a new long term incentive plan in consultation with shareholders. Salary Each executive director’s salary is considered individually by the remuneration committee, taking account of individual performance and potential; pay positioning relative to comparable roles, particularly at other retailers and also companies of similar size in other sectors; pay elsewhere in the Company, and advice from the independent remuneration consultants. Base salary is the only element of remuneration used in determining pensionable earnings under the Mothercare executive pension scheme. With the exception of increases in salary to reﬂect increased responsibilities, the group maintained 2011/12 salary levels at 2008/09 levels. Consequently, the salaries for Ben Gordon (prior to his departure) and Neil Harrington remained at £600,000 and £265,400 per annum respectively. Simon Calver has been appointed as Chief Executive with effect from 30 April 2012. His salary is £500,000 per annum. This represents a material reduction to the level of the previous incumbent to reﬂect the Company’s ﬁnancial position. In setting Simon Calver’s salary the remuneration committee took a range of factors into account, most importantly the level of salary deemed necessary to attract an individual of a calibre with the necessary skills required to develop and lead the ‘Transformation and Growth’ plan in order for the business to meet its future aspirations. The Committee also took into consideration competitive levels of salary in the retail sector, taking into account Mothercare’s current market capitalisation. No change to Neil Harrington’s salary is proposed for the year 2012/13. Short term incentive plan (STIP) Current: Annual bonus The annual cash bonus scheme for executive directors is based on the achievement of group ﬁnancial targets and the delivery of stretching personal targets tied to key business objectives. Financial and personal targets are set annually by the remuneration committee. For the year 2011/12 the committee decided that the annual bonus PBT measure should include measures of operating cash ﬂow, working capital and other key performance indicators. Consequently, it was decided that 75 per cent of the bonus opportunity would be linked to group PBT and the remaining 25 per cent to these other performance measures. The individual performance multipliers would apply to both elements. Any bonus awarded would be paid entirely in cash. As the targets were not met, no bonus was paid for the year. G o v e r n a n c e Mothercare plc Annual report and accounts 2012 45 Remuneration report continued Ben Gordon resigned during the year and did not receive a bonus, although the maximum bonus opportunity at the start of the year was 135 per cent of salary; Neil Harrington’s bonus opportunity is a maximum of 115 per cent of salary; he received no performance related bonus for the year ended 31 March 2012 (2011: £nil). (in exceptional circumstances, 200 per cent of salary) are made to selected executives, as determined by the remuneration committee each year. Conditional awards were made to the wider executive team through awards made in May and November. Details of executive directors’ historical awards are set out in Appendix A on page 50. Future: STIP With effect from 2012/13, a number of amendments will be made to the STIP. The key amendments and rationale are as follows: The maximum bonus potential for the Chief Executive will be reduced to 125 per cent of salary and for the Finance Director will be 100 per cent of salary The performance metrics will be aligned to the Company’s ‘Transformation and Growth’ plan and its key focus areas over the next 12 months. Both ﬁnancial and strategic measures – based on a balanced scorecard approach – will be used with a weighting of 75 per cent ﬁnancial and 25 per cent strategic measures. Strategic measures will include customer satisfaction surveys Payment under the STIP will be subject to an overriding ﬁnancial measure based on the Company’s net quarterly cash/debt position which will ensure that STIP payments are not made where the ﬁnancial position of the Company does not support it and when they are unjustiﬁed For the executive directors and other members of the executive committee, 30 per cent of any STIP payment earned will be deferred into shares in the Company for a three-year period. By paying a signiﬁcant portion of any STIP in shares, executives’ focus on long term value creation and the degree of alignment with shareholders will be increased During the deferral period, in line with best practice, the shares are subject to claw back in exceptional circumstances, such as ﬁnancial misstatement Proﬁt share scheme In addition to the annual bonus scheme, the group has operated a proﬁt share scheme. All group employees (other than participants in the annual bonus scheme or the new proposed STIP) with at least six months’ service are eligible to participate in this scheme. Long term incentive plan Current: (a) The Performance Share Plan (PSP) The group’s performance share plan was approved by shareholders in 2006. Under the PSP, conditional awards of shares of up to 100 per cent of salary Vesting of shares to an individual is conditional upon the achievement of the cumulative three-year growth in group PBT. 20 per cent of an award vests if Mothercare’s three-year PBT growth is 5 per cent p.a. and 100 per cent of an award will vest if Mothercare’s three-year PBT per share growth is at least 15 per cent each year, with straight-line vesting in between. Dividends accrue and are paid on shares that vest. If the performance threshold of 5 per cent p.a. PBT per share growth is not met the award lapses. PBT per share was chosen as the remuneration committee believed that PBT was a good measure of Mothercare’s ﬁnancial performance; it is highly visible internally, and is regularly monitored and reported. For the three-year performance period to 26 March 2011, Mothercare’s proﬁt before tax decreased. Accordingly, the awards granted in 2008 did not vest. This was also the case for awards granted in 2009 which did not vest by reference to the three-year performance ended 31 March 2012. In September 2008, the remuneration committee and the board approved an extension of the PSP to key executives in the overseas markets in which it operates, principally China, Hong Kong and India. The nature of the securities laws in certain countries makes it impractical for individuals to receive shares in the Company upon vesting of conditional awards as envisaged by the PSP scheme. Consequently the scheme approved for overseas participants grants conditional awards over ‘notional shares’ in the Company. These notional shares are hedged within the employee trust such that individual participants may receive a cash award equivalent to the growth in value of the notional shares under the award. In all other respects (including maximum award limits, performance conditions etc) the overseas scheme is equivalent to that operated for UK-based executives. (b) The Executive Incentive Plan (EIP) The group’s executive incentive plan was approved by shareholders in 2006. Under the EIP, selected senior executives are eligible to receive a percentage of ‘surplus value created’ over a three-year performance period. ‘Surplus value created’ is deﬁned as group TSR outperformance of the FTSE All-Share General Retailers Index (Index) multiplied by the average market capitalisation of the group over the 46 Mothercare plc Annual report and accounts 2012 three-month period immediately prior to the start of the ﬁnancial year in which the grant date falls. The committee believed this relative TSR performance condition provided alignment with shareholders’ long term interests, as well as supporting the motivation and retention of the management team. However, as noted elsewhere in this report, the committee has re-considered the suitability of the EIP scheme and will be proposing its replacement in due course. At the vesting date, the committee retains discretion to defer up to 50 per cent of an award into shares for a further year. Following a minor reﬁnement approved by the committee to the EIP in 2009, in order to provide additional alignment with shareholders’ interests, awards from 2009 onwards will be settled wholly in shares (rather than up to 50 per cent as provided in the original scheme). The EIP was also amended to allow an executive to extend the period of deferral by awarding the deferred element as nil-cost options. EIP awards have been made in each year since inception in 2006. The award criteria made to executive directors is set out in EIP Table 1 in Appendix A (page 50). During the three-year performance period to 26 March 2011, Mothercare’s total shareholder return outperformed the FTSE General Retailers Index by 38.29 per cent (Mothercare +48.78 per cent, General Retailers +10.49 per cent). With regard to the EIP award that vested in March 2011, the remuneration committee decided to exercise its discretion to defer the maximum 50 per cent of the vested amount into shares. These share awards will not be released until June 2012 and therefore the value of the deferred shares to which the executive directors will be entitled will not be known until that date. Details are set out in Appendix A on page 50. No EIP Awards vested in relation to the performance ended 27 March 2012. Future: Long term incentive plan As explained earlier in this report, the committee has reconsidered the applicability of the existing PSP and EIP, in light of the group’s performance in the past two years and the longer term business objectives and performance targets set out by the Chief Executive in this report. The outcome of the review was that the PSP and EIP are no longer considered to be appropriate and that revised arrangements were necessary in order to support the company in delivering its three-year business plan and to have regard to changing market practices. The Company is currently working with its key shareholders to devise an appropriate long term incentive plan which will be implemented in due course. The Executive Share Option Scheme (ESOS) The Mothercare plc 2000 Share Option Plan Under the rules of the Mothercare 2000 Share Option Plan no further options can be granted. Shareholding guidelines Executive directors are expected to build up a shareholding equal to 100 per cent of their basic salaries after three years in position. Under the proposed terms of the short term incentive plan outlined above, 30 per cent of any payments would be deferred in shares for a three-year period and would count towards this shareholding obligation at their net of tax value. Details of the shares held by the directors as at 31 March 2012 are provided below. Service contracts Executive directors Executive directors’ service contracts are rolling contracts that require 12 months’ notice by either the Company or executive to terminate the contract. Mitigation provisions are included in any severance agreement. Ben Gordon, the former Chief Executive, resigned from the Company on 17 November 2011 having commenced with the group on 2 December 2002. His service agreement provided for liquidated damages on termination by the group for basic salary equivalent to the unexpired portion of the notice period and the fair value of the beneﬁts to which he may be entitled, including pension credits but not bonus or long term incentives. Accordingly, Ben Gordon received a payment equal to his basic salary in lieu of notice for the period from 17 November 2011 to 9 October 2012. Ben Gordon also received his contractual entitlement to the beneﬁts of any share awards under the performance share plan and executive incentive plan which had vested before 11 October 2011, and these are set out in Appendix A on page 50. Non-executive directors Alan Parker is entitled to six months’ salary on termination of his service agreement dated 2 August 2011 by the group. Bernard Cragg, Richard Rivers, David Williams and Amanda Mackenzie have service agreements with the group that may be terminated upon one month’s notice; their service agreements were entered into on 26 March 2003, 27 May 2008, 2 July 2004 and 1 January 2011 respectively. G o v e r n a n c e Mothercare plc Annual report and accounts 2012 47 Remuneration report continued As at 31 March 2012, the annual salary/fees payable to the Chairman (in his non-executive capacity) were £200,000, the senior non-executive director £60,000, the Chairman of the Remuneration Committee £55,000 and the other non-executive directors £50,000. As an inducement for Alan Parker to become Chairman and related to his service agreement, the Company agreed to implement a share matching scheme under which it would grant 60,000 performance related share options if Alan Parker purchased and held shares in the Company in the vesting period to the value of £200,000. The Chairman purchased these shares and the Company granted 60,000 options with a nominal exercise price which vest in August 2014 subject to certain performance criteria being met. For the grant to vest in full, the Company total shareholder return over the three-year performance period must be greater than or equal to the total shareholder return of the FTSE 250 (excluding certain mining and investment companies) plus 50 per cent, if the Company’s performance is below TSR index, the award will not vest. The Chairman must retain his shareholding for the performance period. In accordance with the UK Corporate Governance Code and the Listing Rules, the implementation of the share matching plans for Alan Parker are subject to shareholder approval and have been proposed as resolution 10 on the notice of meeting. Executive Chairman Following the resignation of Ben Gordon with effect from 17 November 2011, Alan Parker became Executive Chairman, and agreed to spend three days per week in this role until a new Chief Executive was appointed. Alan Parker did not act as a Chief Executive of the Company. Following Simon Calver’s appointment with effect from 30 April 2012, Alan Parker stood down as Executive Chairman on the same date. For the six months’ duration of his role as Executive Chairman, and to reﬂect the material increase in the time spent on behalf of the group, Alan Parker received an extra fee of approximately £200,000. The Company also agreed to an extension of the share matching arrangement awarded to Alan Parker on his appointment as Chairman. The Company agreed to match additional investment in the Company by Alan Parker on a 0.35:1 (Company/Alan Parker) basis (up to a maximum further investment of £400,000). The vesting of this additional match is subject to the same performance criteria as the initial share matching scheme and the award will not vest if the performance criteria are not satisﬁed. As described above, the implementation of this plan is subject to shareholders’ approval. External appointments and other commitments of the directors The other business commitments of the directors are set out within their biographical details on page 30. An executive director may take one external appointment as a non-executive director, subject to the approval of the board. The director may retain any fees from such a role. Neil Harrington is a non-executive director of McBride plc, from which he currently receives an annual fee of £40,000. Pension arrangements Neil Harrington is a member of the Mothercare Executive Pension Scheme. Neil Harrington participates in the pension builder career average section of the Mothercare Executive Pension Scheme. Pension accrues at one forty-ﬁfth of pensionable salary (subject to a notional earnings cap of £185,400). The normal retirement age is 65 years. Contributions by Neil Harrington are set at 8 per cent of pensionable salary. The committee regularly reviews the ﬁnancial impact to the Company of pension provision. Given the regulatory changes expected in October 2012 a further review of the effect of these changes on the Company pension schemes is underway. In the meantime, in order to control the cost of pensions, the group has agreed with the Trustees of the Executive Pension Scheme the introduction of a capped accrual section which limits annual accrual in excess of CPI inﬂation to £3,125 per annum and has agreed with the individuals affected to pay a salary supplement of up to £16,000 per annum to compensate for their reduced accrual. Those directors and senior executives subject to the earnings cap and who participated in the FURBS arrangements now receive a cash salary supplement equivalent to the former FURBS payment, for investment in an investment vehicle of their own choice. Further pension detail is given in Table 2 of Appendix A on page 50. For further details of the pension provision within the group during the year, see the directors’ report on page 38. For further details on the cost of pensions to the group, including the statements required by IAS 19, see note 29. Emoluments and compensation payments The emoluments (including pension contributions) for executive directors for the year ended 31 March 2012 and the salaries paid to the management level below the board are set out in Tables 1A and 1B of Appendix A on page 50. 48 Mothercare plc Annual report and accounts 2012 Beneﬁcial interests of the directors The beneﬁcial interests of the directors in the share capital of the group are set out in the table below. This table does not show outstanding option or incentive awards. These are dealt with in the relevant section of this report. Interest held at 31 March 2012 (or appointment if later) (number) Interest held at 26 March 2011 (or appointment if later) (number) Alan Parker Bernard Cragg Neil Harrington Richard Rivers David Williams Amanda Mackenzie 210,400 20,000 100,000 29,000 71,300 25,760 – 20,000 66,022 8,000 38,300 – Tim Ashby and David Williams are shareholders and directors of Mothercare Employees’ Share Trustee Limited, which held 3,151 Mothercare shares in trust on 31 March 2012 (3,151 on 26 March 2011). A separate trust, The Mothercare Employee Trust, held 440,394 shares on 31 March 2012 (2,458,079 shares on 26 March 2011). The executive directors are also deemed to have an interest in shares held by Mothercare Employees’ Share Trustee Limited and the Mothercare Employee Trust as potential beneﬁciaries. There have been no movements in directors’ interests, beneﬁcial or non-beneﬁcial, between 31 March 2012 and 23 May 2012. Approved by the Board on 23 May 2012 and signed on its behalf by: David Williams Chairman, remuneration committee G o v e r n a n c e Mothercare plc Annual report and accounts 2012 49 Appendix to the remuneration report APPENDIX A Table 1A Directors’ emoluments Total emoluments (including pension contributions) in the 53 weeks ended 31 March 2012 were £7,460,000 (2011 – £7,815,000). Salary/fees £000 Performance bonus £000 Beneﬁts £000 Incentive schemes’ vesting £000 Compensation for loss of ofﬁce £000 Total remuneration (excl. pensions) £000 Pension contributions £000 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 Executive directors Alan Parker Ben Gordon Neil Harrington Non-executive directors Ian Peacock Bernard Cragg Amanda Mackenzie Richard Rivers David Williams Karren Brady 272 380 265 108 60 50 50 55 – – 600 265 180 60 8 50 55 20 – – – – – – – – – – – – – – – – – – – 9 12 – – – – – – – 13 11 – 3,968 1,411 – 4,586 1,794 – 658 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 272 5,015 1,688 – 5,199 2,070 108 60 50 50 55 – 180 60 8 50 55 20 – 23 34 – – – – – – – 32 32 – – – – – – Note: Beneﬁts typically include a company car, medical insurance and other similar beneﬁts. (i) In addition to the pension contributions for Ben Gordon set out above, a sum of £63,810 was paid to Ben Gordon for the 53 weeks ended 31 March 2012 and £82,170 was paid for the 52 weeks ended 26 March 2011, as a salary supplement referred to in page 48 following the discontinuance of the FURBS scheme. (ii) In addition to the pension contributions for Neil Harrington set out above, a sum of £40,854 was paid to Neil Harrington for the 53 weeks ended 31 March 2012 and £26,923 is paid for the 52 weeks ended 26 March 2011 as an employer contribution directly to a SIPP following the discontinuance of the FURBS scheme. Included within the current year amount paid is a supplement of £16,000 given in return for voluntarily capping the pension accrual at £140,625. (iii) Alan Parker was non-executive Chairman from 15 August 2011 to 17 November 2011 with a fee of £200,000 per annum. From 18 November 2011 he assumed the role of Executive Chairman with a fee of £600,000 per annum. On 30 April 2012 Mr Parker reverted to the role of non-executive Chairman and his fee reverted back to £200,000 per annum. (iv) Ben Gordon’s Incentive Scheme Vesting in 2012 includes £441,000 relating to early vesting as a result of his resignation. Table 1B Aggregate directors’ remuneration The total amounts for directors’ remuneration were as follows: Emoluments Compensation for loss of ofﬁce Amounts receivable under long term incentive schemes Money Purchase pension contributions Total 2012 £000 1,261 658 5,379 162 7,460 2011 £000 1,262 – 6,380 173 7,815 50 Mothercare plc Annual report and accounts 2012 Table 1C The following table sets out the number of individuals within the salary bands for the management level directly below the board. Salary band 250,001 – 300,000 200,001 – 250,000 150,001 – 200,000 100,001 – 150,000 75,001 – 100,000 50,001 – 75,000 2012 2011 – – 6 2 – – 1 – 5 1 1 – Table 2 Pensions The disclosure of the directors’ beneﬁts accrued in the Mothercare executive pension scheme and money purchase beneﬁts under the appropriate funded unapproved retirement beneﬁts scheme are set out below: Accrued beneﬁts in Mothercare Executive Pension scheme At 26 March 2011 Change during year At 31 March 2012 Change during year net of inﬂation Transfer value of change in year net of inﬂation 26 March 2011 Ben Gordon Neil Harrington 34.0 20.8 3.5 3.9 37.5 24.7 1.7 2.8 23.36 32.96 447,822 181,698 *Calculation is consistent with applicable professional actuarial guidelines of accrued beneﬁt. Deﬁned beneﬁts for Final Salary Scheme (£000) Money Purchase Group contri- butions Transfer value as at * Change during year 206,725 127,529 Director contri- butions – – 31 March 2012 654,547 309,227 63,811 40,854 G o v e r n a n c e Note: The transfer values represent a liability to the group and not a sum paid or due to be paid to the individual. The amounts shown as director contributions were made under salary sacriﬁce arrangements and are shown for reasons of transparency. Performance Share Plan Conditional awards held by executive directors under the PSP are as follows: Director Ben Gordon Total Neil Harrington Total 27 March 2011 (number) Granted during year (number) (Lapsed) during year (number) Grant date Vesting/(lapse) date 240,802 – (240,802) 16 June 2008 16 June 2011 115,384 – 356,186 79,886 38,278 – 118,164 – 135,135 135,135 (115,384) (135,135) (491,321) 25 May 2010 11 October 2011 24 May 2011 11 October 2011 – (79,886) 16 June 2008 16 June 2011 – 44,831 44,831 – – 25 May 2010 24 May 2011 25 May 2013 24 May 2014 (79,886) Vested during year (number) Gains on exercise 2012 £ 31 March 2012 (number) – – – – – – – – – – – – – – – – – – – – – 38,278 44,831 83,109 The above awards were granted as nil-cost options. Mothercare plc Annual report and accounts 2012 51 Appendix to the remuneration report continued Executive Incentive Plan Conditional award percentages of surplus value made to executive directors are as follows: Surplus value £0m to £50m £50m to £75m Over £75m (1) Percentage applies only on up to £25 million of surplus value created above £50 million (2) Percentage applies only on surplus value created in excess of £75 million EIP cash and share determinations made under the EIP during the year 2008 Cycle: Total surplus value created £128.98 million Name Ben Gordon (1) Neil Harrington (2) % of surplus value to which participant entitled Ben Gordon Neil Harrington 1.0% 1.5%(1) 2.0%(2) 0.4% 0.6%(1) 0.8%(2) Vesting date Cash amount paid £ Deferred into shares (number) Reference share price 6 June 2011 6 June 2011 977,255 390,904 228,224 91,290 428p 428p (1) Ben Gordon’s deferred shares vested following his resignation from the Company. Vesting occurred on 31 January 2012. On the date of the vesting the share price was 193p. In addition 745,610 deferred shares related to the 2007 scheme vested during the year at a reference share price of 342p. (2) Neil Harrington’s deferred shares will vest on 6 June 2012 and the value of the deferred shares to which he will be entitled will not be known until that date. In addition 298,244 deferred shares related to the 2007 scheme vested during the year at a reference share price of 342p. Directors’ share matching scheme Director Alan Parker 26 March 2011 Granted Grant date Vest date 31 March 2011 – – 60,000(1) 54,997(2) 2 August 2011 17 November 2011 1 August 2014 16 November 2014 60,000 54,997 (1) During the year the Chairman was granted 60,000 performance related share options with a nominal exercise price. As a condition of this award the Chairman was required to purchase and hold shares in the Company over the vesting period for a value of £0.2 million. At 31 March 2012 the Chairman had purchased the required value of shares. (2) Upon assuming the role of Executive Chairman, the Chairman was granted 54,997 performance related share options with a nominal exercise price. As a condition of this award the Chairman was required to purchase and hold shares in the Company over the vesting period for a value of £0.4 million. At 31 March 2012 the Chairman had purchased £0.2 million of shares in the Company. The above disclosure assumes the remainder of shares will be purchased during the agreed purchase period. 52 Mothercare plc Annual report and accounts 2012 Financial statements Contents 54 Directors’ responsibilities statement 55 Independent auditor’s report to the members of Mothercare plc 56 Consolidated income statement 56 Consolidated statement of comprehensive income 57 Consolidated balance sheet 58 Consolidated statement of changes in equity 59 Consolidated cash ﬂow statement 60 Notes to the consolidated ﬁnancial statements 98 Company ﬁnancial statements 99 Independent auditor’s report on the Company ﬁnancial statements 100 Company balance sheet 101 Notes to the Company ﬁnancial statements 104 Five year record 105 Shareholder information Mothercare plc Annual report and accounts 2012 53 F i n a n c a i l s t a t e m e n t s Directors’ responsibilities statement The directors are responsible for keeping adequate accounting records that are sufﬁcient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the ﬁnancial position of the Company and enable them to ensure that the ﬁnancial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for the maintenance and integrity of the corporate and ﬁnancial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of ﬁnancial statements may differ from legislation in other jurisdictions. Responsibility statement We conﬁrm that to the best of our knowledge: the ﬁnancial statements, prepared in accordance with the relevant ﬁnancial reporting framework, give a true and fair view of the assets, liabilities, ﬁnancial position and proﬁt or loss of the Company and the undertakings included in the consolidation taken as a whole; and the management report, which is incorporated into the directors’ report, includes a fair review of the development and performance of the business and the position of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. By order of the Board on 23 May 2012 and signed on its behalf by: Neil Harrington Finance Director The directors are responsible for preparing the annual report and the ﬁnancial statements in accordance with applicable law and regulations. Company law requires the directors to prepare ﬁnancial statements for each ﬁnancial year. Under that law the directors are required to prepare the group ﬁnancial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and Article 4 of the IAS Regulation and have elected to prepare the parent company ﬁnancial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the accounts unless they are satisﬁed that they give a true and fair view of the state of affairs of the Company and of the proﬁt or loss of the Company for that period. In preparing the parent company ﬁnancial statements, the directors are required to: select suitable accounting policies and then apply them consistently; make judgments and accounting estimates that are reasonable and prudent; state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ﬁnancial statements; and prepare the ﬁnancial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. In preparing the group ﬁnancial statements, International Accounting Standard 1 requires that directors: properly select and apply accounting policies; present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; provide additional disclosures when compliance with the speciﬁc requirements in IFRSs are insufﬁcient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s ﬁnancial position and ﬁnancial performance; and make an assessment of the Company’s ability to continue as a going concern. 54 Mothercare plc Annual report and accounts 2012 Independent auditor’s report to the members of Mothercare plc We have audited the group ﬁnancial statements of Mothercare plc for the 53 weeks ended 31 March 2012 which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated balance sheet, the consolidated cash ﬂow statement, the consolidated statement of changes in equity and the related notes 1 to 31. The ﬁnancial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditor As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the group ﬁnancial statements and for being satisﬁed that they give a true and fair view. Our responsibility is to audit and express an opinion on the group ﬁnancial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. Scope of the audit of the ﬁnancial statements An audit involves obtaining evidence about the amounts and disclosures in the ﬁnancial statements sufﬁcient to give reasonable assurance that the ﬁnancial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of signiﬁcant accounting estimates made by the directors; and the overall presentation of the ﬁnancial statements. In addition, we read all the ﬁnancial and non-ﬁnancial information in the annual report to identify material inconsistencies with the audited ﬁnancial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on ﬁnancial statements In our opinion the group ﬁnancial statements: give a true and fair view of the state of the group’s affairs as at 31 March 2012 and of its loss for the 53 weeks then ended; have been properly prepared in accordance with IFRSs as adopted by the European Union; and have been prepared in accordance with the requirements of the Companies Act 2006 and Article 4 of the IAS Regulation. Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the directors’ report for the ﬁnancial year for which the group ﬁnancial statements are prepared is consistent with the group ﬁnancial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following: Under the Companies Act 2006 we are required to report to you if, in our opinion: certain disclosures of directors’ remuneration speciﬁed by law are not made; or we have not received all the information and explanations we require for our audit. Under the Listing Rules we are required to review: the directors’ statement, contained within the corporate governance report, in relation to going concern; the part of the corporate governance statement relating to the company’s compliance with the nine provisions of the UK Corporate Governance Code speciﬁed for our review; and certain elements of the report to shareholders by the board on directors’ remuneration. Other matter We have reported separately on the parent company ﬁnancial statements of Mothercare plc for the 53 weeks ended 31 March 2012 and on the information in the directors’ remuneration report that is described as having been audited. Nicola Mitchell, FCA (Senior statutory auditor) for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditor London 23 May 2012 Mothercare plc Annual report and accounts 2012 55 F i n a n c a i l s t a t e m e n t s Consolidated income statement For the 53 weeks ended 31 March 2012 Revenue Cost of sales Gross proﬁt Administrative expenses before share-based payments Share-based payments Administrative expenses (Loss)/proﬁt from retail operations before share-based payments (Loss)/proﬁt from retail operations (Loss)/proﬁt on disposal/termination of property interests Exceptional and non-underlying items Share of results of joint ventures and associates (Loss)/proﬁt from operations before share-based payments (Loss)/proﬁt from operations Net ﬁnance costs (Loss)/proﬁt before taxation Taxation (Loss)/proﬁt for the period attributable to equity holders of the parent (Loss)/earnings per share Basic Diluted 53 weeks ended 31 March 2012 52 weeks ended 26 March 2011 Underlying1 £ million Non- underlying2 £ million Total £ million Underlying1 £ million Non- underlying2 £ million 812.7 (768.4) 44.3 (38.5) (0.6) (39.1) 5.8 5.2 – – (3.2) 2.6 2.0 (0.4) 1.6 – 1.6 1.8p 1.8p – (2.0) (2.0) (10.9) 0.8 (10.1) (12.9) (12.1) (22.6) (69.3) 812.7 (770.4) 42.3 (49.4) 0.2 (49.2) (7.1) (6.9) (22.6) (69.3) 793.6 (721.6) 72.0 (39.1) (2.2) (41.3) 32.9 30.7 – – (0.4) (3.6) (1.8) (105.2) (104.4) (0.1) (104.5) 11.1 (102.6) (102.4) (0.5) (102.9) 11.1 31.1 28.9 (0.4) 28.5 (7.3) – (16.1) (16.1) (3.6) – (3.6) (19.7) (19.7) 0.2 – – (19.5) (19.5) (0.2) (19.7) 5.0 (93.4) (91.8) 21.2 (14.7) (105.2p) (105.2p) 24.7p 24.2p Note 4, 5 28 7 6 13, 14 8 9 11 11 Total £ million 793.6 (737.7) 55.9 (42.7) (2.2) (44.9) 13.2 11.0 0.2 – (1.8) 11.6 9.4 (0.6) 8.8 (2.3) 6.5 7.6p 7.4p 1 Before items described in note 2 below. 2 Includes exceptional items (proﬁt/loss on disposal/termination of property interests, restructuring costs, impairment charges, provision for onerous leases) and other non-underlying items of amortisation of intangible assets (excluding software) and the impact of non-cash foreign currency adjustments under IAS 39 and IAS 21 as set out in note 6 to the consolidated ﬁnancial statements. All results relate to continuing operations. Consolidated statement of comprehensive income For the 53 weeks ended 31 March 2012 Other comprehensive (expense)/income – actuarial (loss)/gain on deﬁned beneﬁt pension schemes Tax relating to components of other comprehensive income Exchange differences on translation of foreign operations Net (loss)/gain recognised in other comprehensive income (Loss)/proﬁt for the period Total comprehensive (expense)/income for the period attributable to equity holders of the parent 56 Mothercare plc Annual report and accounts 2012 Note 29 9 53 weeks ended 31 March 2012 £ million 52 weeks ended 26 March 2011 £ million (21.2) 4.1 (0.1) (17.2) (91.8) (109.0) 16.5 (4.3) (1.2) 11.0 6.5 17.5 Consolidated balance sheet As at 31 March 2012 Non-current assets Goodwill Intangible assets Property, plant and equipment Investments in joint ventures Investment in associate Deferred tax asset Current assets Inventories Trade and other receivables Cash and cash equivalents Total assets Current liabilities Trade and other payables Borrowings Current tax liabilities Currency derivative liabilities Short term provisions Non-current liabilities Trade and other payables Borrowings Retirement beneﬁt obligations Long term provisions Total liabilities Net assets Equity attributable to equity holders of the parent Share capital Share premium account Other reserve Own shares Translation reserves Retained (loss)/earnings Total equity Approved by the Board and authorised for issue on 23 May 2012 and signed on its behalf by: 31 March 2012 £ million 26 March 2011 £ million Note 15 15 16 13 14 17 18 19 20 23 21 22 24 23 21 29 24 25 25 26.8 22.1 86.3 6.8 3.2 17.6 68.6 38.5 91.1 3.2 7.2 6.9 162.8 215.5 99.1 74.7 1.8 175.6 338.4 (123.8) (1.9) (0.1) (1.3) (24.5) (151.6) (29.0) (20.0) (52.7) (12.4) (114.1) (265.7) 72.7 44.3 6.2 50.8 (2.1) – (26.5) 72.7 116.0 62.5 15.3 193.8 409.3 (130.1) – (1.0) (2.7) (5.6) (139.4) (32.3) – (37.6) (7.2) (77.1) (216.5) 192.8 44.3 5.9 50.8 (9.0) 0.1 100.7 192.8 Neil Harrington Finance Director Mothercare plc Annual report and accounts 2012 57 F i n a n c a i l s t a t e m e n t s Consolidated statement of changes in equity For the 53 weeks ended 31 March 2012 Balance at 27 March 2011 Total comprehensive (expense)/income for the period Issue of equity shares Credit to equity for equity-settled share-based payments Shares transferred to employees on vesting Dividends paid Share capital £ million 44.3 – – – – – Share premium account £ million 5.9 – 0.3 – – – Other reserve1 £ million 50.8 – – – – – Balance at 31 March 2012 44.3 6.2 50.8 Equity attributable to equity holders of the parent Own shares £ million Translation reserve £ million Retained earnings £ million Total equity £ million (9.0) – – – 6.9 – (2.1) 0.1 (0.1) – – – – – 100.7 192.8 (108.9) – 0.5 (6.9) (11.9) (26.5) (109.0) 0.3 0.5 – (11.9) 72.7 For the 52 weeks ended 26 March 2011 Balance at 28 March 2010 Total comprehensive income for the period Issue of equity shares Credit to equity for equity-settled share-based payments Purchase of own shares Shares transferred to employees on vesting Dividends paid Share capital £ million Share premium account £ million 44.1 – 0.2 – – – – 4.9 – 1.0 – – – – Other reserve1 £ million 50.8 – – – – – – Balance at 26 March 2011 44.3 5.9 50.8 Equity attributable to equity holders of the parent Own shares £ million Translation reserve £ million Retained earnings £ million (8.9) – – – (1.4) 1.3 – (9.0) 1.3 (1.2) – – – – – 0.1 96.2 18.7 – 2.6 – (1.3) (15.5) 100.7 Total equity £ million 188.4 17.5 1.2 2.6 (1.4) – (15.5) 192.8 1 The other reserve relates to shares issued as consideration for the acquisition of Early Learning Centre on 19 June 2007. 58 Mothercare plc Annual report and accounts 2012 Consolidated cash ﬂow statement For the 53 weeks ended 31 March 2012 Net cash ﬂow from operating activities Cash ﬂows from investing activities Interest received Purchase of property, plant and equipment Purchase of intangibles – software Purchase of intangibles – other Proceeds from sale of property, plant and equipment Investments in joint ventures and associates Net cash used in investing activities Cash ﬂows from ﬁnancing activities Interest paid New bank loans raised Equity dividends paid Issue of ordinary share capital Purchase of own shares Net cash raised/(used) in ﬁnancing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Effect of foreign exchange rate changes Net (debt)/cash and cash equivalents at end of period 53 weeks ended 31 March 2012 £ million 52 weeks ended 26 March 2011 £ million 5.6 27.1 Note 26 0.9 (21.7) (3.2) – 2.3 (5.7) (27.4) (1.3) 20.0 (11.9) 0.3 – 7.1 (14.7) 15.3 (0.7) (0.1) 0.1 (16.6) (5.2) (3.1) 3.3 (10.5) (32.0) (0.6) – (15.5) 1.2 (1.4) (16.3) (21.2) 38.5 (2.0) 15.3 Mothercare plc Annual report and accounts 2012 59 F i n a n c a i l s t a t e m e n t s Notes to the consolidated ﬁnancial statements 1. General information Mothercare plc is a company incorporated in Great Britain under the Companies Act 2006. The address of the registered ofﬁce is given in the shareholder information on page 105. The nature of the group’s operations and its principal activities are set out in note 5 and in the overview and business review on pages 1 and 16 to 17. These ﬁnancial statements are presented in UK pounds sterling because that is the currency of the primary economic environment in which the group operates. 2. Signiﬁcant accounting policies Basis of presentation The group’s accounting period covers the 53 weeks ended 31 March 2012. The comparative period covered the 52 weeks ended 26 March 2011. Basis of accounting The group’s ﬁnancial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) adopted for use in the European Union, International Financial Reporting Interpretations Committee (IFRIC) and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. They therefore comply with Article 4 of the EU IAS Regulation. New standards affecting presentation and disclosure There are no new standards in the year affecting the presentation and disclosure of the ﬁnancial statements. New standards affecting the reported results and ﬁnancial position There are no new standards in the year affecting the reported results and ﬁnancial position. New standards not affecting the reported results nor the ﬁnancial position The following new and revised Standards and Interpretations have been adopted in these ﬁnancial statements. Their adoption has not had any signiﬁcant impact on the amounts reported in these ﬁnancial statements, but may impact the accounting for future transactions and arrangements: IAS 24 (2009) ‘Related Party Disclosures’ Improvements to IFRSs 2010 Amendments to IFRIC 14 (Nov. 2009) ‘Prepayments of a Minimum Funding Requirement’ IFRIC 19 ‘Extinguishing Financial Liabilities with Equity Instruments’ New Standards in issue but not yet effective At the date of authorisation of these ﬁnancial statements, the following standards and interpretations, which have not been applied in these ﬁnancial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the EU). Amendments to IFRS 7 ‘Disclosures – Transfers of Financial Assets’ Amendments to IFRS 7 ‘Disclosures – Offsetting Financial Assets and Financial Liabilities’ IFRS 9 ‘Financial Instruments’ IFRS 10 ‘Consolidated Financial Statements’ IFRS 11 ‘Joint Arrangements’ IFRS 12 ‘Disclosure of interests in other entities’ IFRS 13 ‘Fair value measurement’ IAS 1 (Amended) ‘Presentation of items in Other Comprehensive Income’ Amendments to IAS 12 ‘Deferred Tax: Recovery of Underlying Assets’ IAS 19 (Revised) ‘Employee beneﬁts’ IAS 27 (Revised) ‘Separate Financial Statements’ IAS 28 (Revised) ‘Investments in Associates and Joint Ventures’ Amendments to IAS 32 ‘Offsetting Financial Assets and Financial Liabilities’ Amendments to IAS 12 ‘Deferred Tax: Recovery of Underlying Assets’ The directors anticipate that the adoption of these standards and interpretations in future periods will have no material impact on the group’s ﬁnancial statements when the relevant standards come into effect, except as follows: IAS 19 (revised) will impact the measurement of the various components representing movements in the deﬁned beneﬁt pension obligation and associated disclosures, but not the group’s total obligation. Following the adoption of IAS 19 (revised) effective from periods starting after 1 January 2013 the net retirement beneﬁt obligation in the balance sheet will not be impacted but the net ﬁnance cost of pensions within the income statement will increase. This will reduce proﬁt for the year and accordingly increase other comprehensive income. The ﬁnancial statements have been prepared on the historical cost basis, except for the revaluation of ﬁnancial instruments, and on the going concern basis, as described in the going concern statement in the 60 Mothercare plc Annual report and accounts 2012 corporate governance report on page 32. The principal accounting policies are set out below. Basis of consolidation The consolidated ﬁnancial statements incorporate the ﬁnancial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 March 2012. Control is achieved where the Company has the power to govern the ﬁnancial and operating policies of an investee entity so as to obtain beneﬁts from its activities. The results of subsidiaries acquired or disposed of during the ﬁnancial year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the ﬁnancial statements of subsidiaries to bring the accounting policies used into line with those used by the group. All intra-group transactions, balances, income and expenses are eliminated on consolidation. Business combinations The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed and equity instruments issued by the group in exchange. Acquisition related costs are recognised in proﬁt and loss as incurred. The acquiree’s identiﬁable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 (2008) ’Business combinations’ are recognised at their fair value at the acquisition date, except for non-current assets (or disposal groups) that are classiﬁed as held for sale in accordance with IFRS 5 ’Non-Current Assets Held for Sale and Discontinued Operations’, which are recognised and measured at fair value less costs to sell and deferred tax assets or liabilities or assets related to employee beneﬁt arrangements are recognised and measured in accordance with IAS 12 ‘Income taxes’ and IAS 19 ‘Employee Beneﬁts’ respectively. Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the group’s interest in the net fair value of the identiﬁable assets, liabilities and contingent liabilities recognised. If, after reassessment, the group’s interest in the net fair value of the acquiree’s identiﬁable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in the income statement. Goodwill Goodwill arising on consolidation represents the excess of the cost of acquisition over the group’s interest in the fair value of the identiﬁable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill which is recognised as an asset is reviewed for impairment at least annually. Any impairment is recognised immediately in proﬁt or loss and is not subsequently reversed. For the purposes of impairment testing, goodwill is allocated to each of the group’s cash-generating units expected to beneﬁt from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated ﬁrst to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is included in the determination of the proﬁt or loss on disposal. Revenue recognition Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales related taxes. Sales of goods are recognised when goods are delivered and title has passed. Sales to international franchise partners are recognised when the signiﬁcant risks and rewards of ownership have transferred which is on dispatch. Royalty revenue is recognised on an accruals basis in accordance with the substance of the relevant agreement (provided that it is probable that the economic beneﬁts will ﬂow to the group and the amount of revenue can be measured reliably). Royalty arrangements that are based on sales and other measures are recognised by reference to the underlying arrangement. Mothercare plc Annual report and accounts 2012 61 F i n a n c a i l s t a t e m e n t s Notes to the consolidated ﬁnancial statements continued 2. Signiﬁcant accounting policies continued Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the ﬁnancial asset to that asset’s net carrying amount. Proﬁt from retail operations Proﬁt from retail operations represents the proﬁt generated from normal retail trading, prior to any gains or losses on property transactions. It also includes the volatility arising from accounting for derivative ﬁnancial instruments under IAS 39, ‘Financial Instruments: Recognition and Measurement’, as the group has not adopted hedge accounting. Underlying earnings The group believes that underlying proﬁt before tax and underlying earnings provides additional useful information for shareholders. The term underlying earnings is not a deﬁned term under IFRS and may not therefore be comparable with similarly titled proﬁt measurements reported by other companies. It is not intended to be a substitute for IFRS measures of proﬁt. As the group has chosen to present an alternative earnings per share measure, a reconciliation of this alternative measure to the statutory measure required by IFRS is given in note 11. To meet the needs of shareholders and other external users of the ﬁnancial statements the presentation of the income statement has been formatted to show more clearly, through the use of columns, our underlying business performance which provides more useful information on underlying trends. The adjustments made to reported results are as follows: Recognition and Measurement’. The effect of not applying hedge accounting under IAS 39 means that the reported results reﬂect the actual rate of exchange ruling on the date of a transaction regardless of the cash ﬂow paid by the group at the predetermined rate of exchange. In addition, any gain or loss accruing on open contracts at a reporting period end is recognised in the result for the period (regardless of the actual outcome of the contract on close-out). Whilst the impacts described above could be highly volatile depending on movements in exchange rates, this volatility will not be reﬂected in the cash ﬂows of the group, which will be based on the hedged rate. In addition, foreign currency monetary assets and liabilities are revalued to the closing balance sheet rate under IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’. The adjustment made by the group therefore is to report its underlying performance consistently with the cash ﬂows, reﬂecting the hedging which is in place. Amortisation of intangible assets The balance sheet includes identiﬁable intangible assets which arose on the acquisition of the Early Learning Centre and Blooming Marvellous and are amortised on a straight-line basis over their expected economic lives. The average estimated useful life of the assets is as follows: Trade name Customer relationships – 10 to 20 years – 5 to 10 years The amortisation of these intangible assets does not reﬂect the underlying performance of the business. Unwinding of discount on exceptional provisions Where property provisions are charged to exceptional items, the associated unwinding of the discount on these provisions is classiﬁed as non-underlying. Exceptional items Due to their signiﬁcance or one-off nature, certain items have been classiﬁed as exceptional. The gains and losses on these discrete items, such as proﬁts/ losses on the disposal/termination of property interests, impairment charges, restructuring costs and other non-operating items can have a material impact on the absolute amount of and trend in the proﬁt from operations and the result for the period. Therefore any gains and losses on such items are analysed as non-underlying on the face of the income statement. Further details of the exceptional items are provided in note 6. Non-cash foreign currency adjustments The group has taken the decision not to adopt hedge accounting under IAS 39 ‘Financial Instruments: Joint ventures and associates Joint ventures and associates are accounted for using the equity method whereby the interest in the joint venture or associate is initially recorded at cost and adjusted thereafter for the post acquisition change in the group’s share of net assets less any impairment in the value of individual investments. The proﬁt or loss of the group includes the group’s share of the proﬁt or loss of the joint ventures and associates. Any excess of the cost of acquisition over the group’s share of the net fair value of the identiﬁable assets, liabilities and contingent liabilities recognised at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of that investment. 62 Mothercare plc Annual report and accounts 2012 Where a group entity transacts with an associate or joint venture of the group, proﬁts and losses are eliminated to the extent of the group’s interest in the relevant associate or joint venture. Leasing Leases are classiﬁed as ﬁnance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classiﬁed as operating leases. The group as lessor Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the term of the leases. The group as lessee Assets held under ﬁnance leases are recognised as assets of the group at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a ﬁnance lease obligation. Lease payments are apportioned between ﬁnance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income, unless they are directly attributable to qualifying assets, in which case they are capitalised. Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease. Beneﬁts received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term. Foreign currencies The individual ﬁnancial statements of each group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated ﬁnancial statements, the results and ﬁnancial position of each group company are expressed in pounds sterling, which is the functional currency of the Company, and the presentation currency for the consolidated ﬁnancial statements. In preparing the ﬁnancial statements of the individual companies, transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in the income statement. Exchange differences arising on non-monetary items carried at fair value are included in the proﬁt or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity. In order to hedge its exposure to certain foreign exchange risks, the group enters into forward contracts (see below for details of the group’s accounting policies in respect of such derivative ﬁnancial instruments). For the purpose of presenting consolidated ﬁnancial statements, the assets and liabilities of the group’s foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period unless exchange rates ﬂuctuate signiﬁcantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are classiﬁed within other comprehensive income, accumulated in equity in the group’s translation reserve. Such translation differences are recognised as income or as expenses in the period in which the operation is disposed of. Retirement beneﬁt costs Payments to deﬁned contribution retirement beneﬁt schemes are charged as an expense as they fall due. For deﬁned beneﬁt schemes, the cost of providing beneﬁts is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised in full in the period in which they occur. They are recognised outside of the income statement and presented in other comprehensive income. Past service cost is recognised immediately to the extent that the beneﬁts are already vested, and otherwise is amortised on a straight-line basis over the average period until the beneﬁts become vested. Mothercare plc Annual report and accounts 2012 63 F i n a n c a i l s t a t e m e n t s Notes to the consolidated ﬁnancial statements continued 2. Signiﬁcant accounting policies continued The retirement beneﬁt obligation recognised in the balance sheet represents the present value of the deﬁned beneﬁt obligation as adjusted for unrecognised past service cost, and as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the scheme. In consultation with the independent actuaries to the schemes, the valuation of the retirement beneﬁt obligations has been updated to reﬂect current market discount rates, and also considering whether there have been any other events that would signiﬁcantly affect the pension liabilities. The impact of these changes in assumptions and events has been estimated in arriving at the valuation of the retirement beneﬁt obligations. Taxation The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable proﬁt for the ﬁnancial year. Taxable proﬁt differs from net proﬁt as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other ﬁnancial years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the ﬁnancial statements and the corresponding tax bases used in the computation of taxable proﬁt, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable proﬁts will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax proﬁt nor the accounting proﬁt. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. 64 Mothercare plc Annual report and accounts 2012 The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufﬁcient taxable proﬁts will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the group intends to settle its current tax assets and liabilities on a net basis. Property, plant and equipment Property, plant and equipment is carried at cost less accumulated depreciation and any recognised impairment losses. Depreciation is charged so as to write off the cost or valuation of assets, other than land and assets in course of construction, over their estimated useful lives, using the straight-line method, on the following bases: – 50 years Freehold buildings Fixed equipment in freehold buildings – 20 years Leasehold improvements Fixtures, ﬁttings and equipment – the lease term – 3 to 20 years The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in income. Intangible assets – software Where computer software is not an integral part of a related item of computer hardware, the software is classiﬁed as an intangible asset. The capitalised costs of software for internal use include external direct costs of materials and services consumed in developing or obtaining the software and payroll and payroll-related costs for employees who are directly associated with and who devote substantial time to the project. Capitalisation of these costs ceases no later than the point at which the software is substantially complete and ready for its intended internal use. These costs are amortised on a straight- line basis over their expected useful lives, which is normally ﬁve years. Impairment of tangible and intangible assets excluding goodwill At each balance sheet date, the group reviews the carrying amounts of its tangible 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 is estimated in order to determine the extent of the impairment loss (if any). 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 to which the asset belongs. An intangible asset with an indeﬁnite useful life is tested for impairment at least annually and whenever there is an indication that an asset may be impaired. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash ﬂows are discounted to their present value using a pre tax discount rate that reﬂects current market assessments of the time value of money and the risks speciﬁc to the asset for which the estimates of future cash ﬂows have not been adjusted. If the recoverable amount of an asset (or cash- generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately. Inventories Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average cost formula. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. Financial instruments Financial assets and liabilities are recognised on the group’s balance sheet when the group becomes a party to the contractual provisions of the instrument. Trade receivables Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in the income statement when there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset’s carrying amount and the present value of estimated future cash ﬂows discounted at the effective interest rate computed at initial recognition. Cash and cash equivalents Cash and cash equivalents comprise cash in hand and demand 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 change in value. Financial liabilities and equity Financial liabilities and equity instruments are classiﬁed according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. Bank borrowings Interest-bearing bank loans and overdrafts are initially measured at fair value, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis to the income statement using the effective rate 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. Trade payables Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. Equity instruments Equity instruments issued by the Company are recorded as the proceeds are received, net of direct issue costs. Derivative ﬁnancial instruments The group uses forward foreign currency contracts to mitigate the transactional impact of foreign currencies on the group’s performance. The group’s ﬁnancial risk management policy prohibits the use of derivative ﬁnancial instruments for speculative or trading purposes and the group does not therefore hold or issue any such instruments for such purposes. Mothercare plc Annual report and accounts 2012 65 F i n a n c a i l s t a t e m e n t s Notes to the consolidated ﬁnancial statements continued 2. Signiﬁcant accounting policies continued Derivative ﬁnancial instruments that are economic hedges that do not meet the strict IAS 39 ‘Financial Instruments: Recognition and Measurement’ hedge accounting rules are accounted for as ﬁnancial assets or liabilities at fair value through proﬁt or loss and hedge accounting is not applied. Forward foreign currency contracts are recognised initially at fair value, which is updated at each balance sheet date. Changes in the fair values are recognised in the income statement. Embedded derivatives Derivatives embedded in other ﬁnancial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair value through proﬁt or loss. Market risk The group is exposed to market risk, primarily related to foreign exchange and interest rates. The group’s objective is to reduce, where it deems appropriate to do so, ﬂuctuations in earnings and cash ﬂows associated with changes in interest rates, foreign currency rates and of the currency exposure of certain net investments in foreign subsidiaries. It is the group’s policy and practice to use derivative ﬁnancial instruments to manage exposures of ﬂuctuations on exchange rates. The group only sells existing assets or enters into transactions and future transactions (in the case of anticipatory hedges) that it conﬁdently expects it will have in the future, based on past experience. The group expects that any loss in value for these instruments generally would be offset by increases in the value of the underlying transactions. Foreign exchange rate risk Foreign exchange risk is the risk that the fair value of future cash ﬂows of a ﬁnancial instrument will ﬂuctuate because of the changes in foreign exchange rates. The group uses UK pounds sterling as its reporting currency. As a result, the group is exposed to foreign exchange rate risk on ﬁnancial assets and liabilities that are denominated in a currency other than UK sterling, primarily in US dollars and Hong Kong dollars. Consequently, it enters into various contracts that reﬂect the changes in the value of foreign exchange rates to preserve the value of assets, commitments and anticipated transactions. The group also uses forward contracts and options, primarily in US dollars. Provisions Provisions are recognised when the group has a present obligation as a result of a past event, and it is probable that the group will be required to settle that obligation. Provisions are measured at the directors’ best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material. Share-based payments The group has applied the requirements of IFRS 2 ‘Share-based Payments’. The group issues cash-settled and equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the group’s estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions, updated at each balance sheet date. Fair value is measured by use of the valuation technique considered to be most appropriate for each class of award, including Black-Scholes calculations and Monte Carlo simulations. The expected life used in the formula is adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. For cash-settled share-based payments, a liability equal to the portion of the goods or services received is recognised at the current fair value determined at each balance sheet date, with any changes in fair value recognised in proﬁt or loss for the year. The group also provides employees with the ability to purchase the group’s ordinary shares at 80% of the current market value within an approved Save As You Earn scheme. The group records an expense based on its estimate of the 20% discount related to shares expected to vest on a straight-line basis over the vesting period. Onerous leases Present obligations arising out of onerous contracts are recognised and measured as provisions. An onerous contract is considered to exist where the group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic beneﬁts expected to be received under it. 3. Critical accounting judgements and key sources of estimation uncertainty In the process of applying the group’s accounting policies, which are described in note 2, management has made the following judgements that have the most signiﬁcant effect on the amounts recognised in the ﬁnancial statements. 66 Mothercare plc Annual report and accounts 2012 The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date that have a signiﬁcant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next ﬁnancial year, are discussed below. Retirement beneﬁts Retirement beneﬁts are accounted for under IAS 19 ‘Employee Beneﬁts’. For deﬁned beneﬁt plans, obligations are measured at discounted present value whilst plan assets are recorded at fair value. Because of changing market and economic conditions, the expenses and liabilities actually arising under the plans in the future may differ materially from the estimates made on the basis of these actuarial assumptions. The plan assets are partially comprised of equity and ﬁxed-income instruments. Therefore, declining returns on equity markets and markets for ﬁxed-income instruments could necessitate additional contributions to the plans in order to cover future pension obligations. Also, higher or lower withdrawal rates or longer or shorter life of participants may have an impact on the amount of pension income or expense recorded in the future. The interest rate used to discount post-employment beneﬁt obligations to present value is derived from the yields of senior, high-quality corporate bonds at the balance sheet date. These generally include AA-rated securities. The discount rate is based on the yield of a portfolio of bonds whose weighted residual maturities approximately correspond to the duration necessary to cover the entire beneﬁt obligation. Pension and other post-retirement beneﬁts are inherently long term and future experience may differ from the actuarial assumptions used to determine the net charge for ‘pension and other post-retirement charges’. Note 29 to the consolidated ﬁnancial statements describes the principal discount rate, earnings increase and pension retirement beneﬁt obligation assumptions that have been used to determine the pension and post-retirement charges in accordance with IAS 19. The calculation of any charge relating to retirement beneﬁts is clearly dependent on the assumptions used, which reﬂects the exercise of judgement. The assumptions adopted are based on prior experience, market conditions and the advice of plan actuaries. At 31 March 2012, the group’s pension liability was £52.7 million (2011: £37.6 million). Further details of the accounting policy on retirement beneﬁts are provided in note 2. Impairment of stores’ property, plant and equipment Stores’ property, plant and equipment (see note 16) are reviewed for impairment on a periodic basis, and whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Such circumstances or events could include: a pattern of losses involving the ﬁxed asset; a decline in the market value for a particular store asset; and an adverse change in the business or market in which the store asset is involved. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining what cash ﬂow is directly related to the potentially impaired asset, the useful life over which cash ﬂows will occur, their amount and the asset’s residual value, if any. Estimates of future cash ﬂows and the selection of appropriate discount rates relating to particular assets or groups of assets involve the exercise of a signiﬁcant amount of judgement. Further details of the accounting policy on the impairment of stores’ property, plant and equipment are provided in note 2. Impairment of goodwill Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires the group to estimate future cash ﬂows expected to arise from the cash- generating unit a suitable long term growth rate and a suitable discount rate in order to calculate present value. The carrying amount of goodwill at the balance sheet date was £26.8 million (2011: £68.6 million). Property provisions Descriptions of the provisions held at the balance sheet date are given at note 24. These provisions are estimates and the actual costs and timing of future cash ﬂows are dependent on future events. Any differences between expectations and the actual future liability are accounted for in the period when such determination is made. Onerous leases Provisions has been made in respect of leasehold properties for vacant, partly let and loss making trading stores and costs relating to Early Learning Centre’s supply chain warehouse, for the shorter of the remaining period of the lease and the period until, in the directors’ opinion, they will be able to exit the lease commitment. The amount provided is based on the future rental obligations together with other ﬁxed outgoings, net of any sub-lease income and in the case of trading stores the expected future shortfall in contribution to cover the ﬁxed outgoings. Mothercare plc Annual report and accounts 2012 67 F i n a n c a i l s t a t e m e n t s Notes to the consolidated ﬁnancial statements continued 3. Critical accounting judgements and key sources of estimation uncertainty continued In determining the provision, the cash ﬂows have been discounted on a pre tax basis using a risk free rate of return. Signiﬁcant assumptions are used in making these calculations and changes in assumptions and future events could cause the value of these provisions to change. Allowances against the carrying value of inventory The group reviews the market value of and demand for its inventories on a periodic basis to ensure that recorded inventory is stated at the lower of cost and net realisable value. In assessing the ultimate realisation of inventories, the group is required to make judgements as to future demand requirements and to compare these with current inventory levels. Factors that could impact estimated demand and selling prices are timing and success of product ranges (see note 18). Allowances against the carrying value of trade receivables Using information available at the balance sheet date, the group reviews its trade receivable balances and makes judgements based on an assessment of past experience, debt ageing and known customer circumstance in order to determine the appropriate level of allowance required to account for potential irrecoverable trade receivables (see note 19). 4. Revenue An analysis of the group’s revenue, all of which relates to continuing operations, is as follows: Revenue Interest revenue Total revenue 53 weeks ended 31 March 2012 £ million 812.7 0.9 813.6 52 weeks ended 26 March 2011 £ million 793.6 0.1 793.7 5. Segmental information IFRS 8 requires operating segments to be identiﬁed on the basis of internal reports about components of the group that are regularly reported to the group’s board in order to allocate resources to the segments and assess their performance. The group’s reporting segments under IFRS 8 are UK and International. UK comprises the group’s UK store and wholesale operations, catalogue and online sales. The International business comprises the group’s franchise and wholesale revenues outside the UK. The unallocated corporate expenses represent board and company secretarial costs and other head ofﬁce costs including audit, professional fees, insurance and head ofﬁce property. Revenue External sales Result Segment result (underlying) Share-based payments (underlying) Non-cash foreign currency adjustments Amortisation of intangible assets Exceptional items Loss from operations Net ﬁnance costs Loss before taxation Taxation Loss for the period 68 Mothercare plc Annual report and accounts 2012 53 weeks ended 31 March 2012 UK £ million International £ million Unallocated corporate expenses £ million Consolidated £ million 560.0 252.7 – 812.7 (24.7) 34.9 (7.6) 2.6 (0.6) 2.0 (2.0) (104.4) (102.4) (0.5) (102.9) 11.1 (91.8) Revenue External sales Result Segment result (underlying) Share-based payments Non-cash foreign currency adjustments Amortisation of intangible assets Exceptional items Proﬁt from operations Net ﬁnance costs Proﬁt before taxation Taxation Proﬁt for the period 52 weeks ended 26 March 2011 UK £ million International £ million Unallocated corporate expenses £ million Consolidated £ million 587.2 206.4 – 793.6 11.1 27.5 (7.5) 31.1 (2.2) (13.8) (2.3) (3.4) 9.4 (0.6) 8.8 (2.3) 6.5 Revenues are attributed to countries on the basis of the customer’s location. The largest international customer represents approximately 13.8% (2011: 9.9%) of group International sales. Other information Capital additions Depreciation and amortisation Balance sheet Assets Segment assets Unallocated corporate assets Consolidated total assets Liabilities Segment liabilities Unallocated corporate liabilities Consolidated total liabilities 53 weeks ended 31 March 2012 UK £ million International £ million Consolidated £ million 20.1 17.8 5.9 5.0 203.1 115.8 176.0 13.7 26.0 22.8 318.9 19.5 338.4 189.7 76.0 265.7 In addition to the depreciation and amortisation reported above, impairment losses of £9.4 million, £41.8 million and £13.2 million (2011: £nil) were recognised in respect of property, plant and equipment, goodwill and intangible assets respectively. These impairment losses were attributable to the UK segment. Mothercare plc Annual report and accounts 2012 69 F i n a n c a i l s t a t e m e n t s Notes to the consolidated ﬁnancial statements continued 5. Segmental information continued Other information Capital additions Depreciation and amortisation Balance sheet Assets Segment assets Unallocated corporate assets Consolidated total assets Liabilities Segment liabilities Unallocated corporate liabilities Consolidated total liabilities 52 weeks ended 26 March 2011 UK International Consolidated Restated* £ million Restated* £ million £ million 21.7 19.6 4.0 3.4 277.8 109.3 169.8 5.4 25.7 23.0 387.1 22.2 409.3 175.2 41.3 216.5 *Capital additions and depreciation and amortisation have been restated to separately identify those items that form part of the International segment. Corporate assets not allocated to UK or International represent current tax assets/liabilities, deferred tax assets/liabilities, cash at bank and in hand, currency derivative assets/liabilities and retirement beneﬁt obligations. 6. Exceptional and other non-underlying items Due to their signiﬁcance or one-off nature, certain items have been classiﬁed as exceptional or non-underlying as follows: Exceptional items: Restructuring costs in cost of sales Restructuring costs included in administrative expenses Store property, plant and equipment impairment included in administrative expenses Share-based payment credit included in administrative expenses Onerous lease provision (Loss)/proﬁt on disposal/termination of property interests Goodwill and intangible assets impairment (see note 15) Impairment of investment in associate (see note 14) Share of restructuring cost in associate Total exceptional items: Other non-underlying items: Non-cash foreign currency adjustments under IAS 39 and IAS 211 Amortisation of intangibles1 Unwinding of discount on exceptional property provisions included in ﬁnance costs Exceptional and other non-underlying items 1 Included in non-underlying cost of sales is a charge of £nil million (2011: charge of £16.1 million). 70 Mothercare plc Annual report and accounts 2012 53 weeks ended 31 March 2012 £ million 52 weeks ended 26 March 2011 £ million (2.0) (7.1) (3.8) 0.8 (11.5) (22.6) (55.0) (2.8) (0.4) (104.4) 2.0 (2.0) (0.1) (104.5) – (3.6) – – – 0.2 – – – (3.4) (13.8) (2.3) (0.2) (19.7) Restructuring costs in cost of sales During the 53 weeks ended 31 March 2012 the warehouse previously supplying the Early Learning Centre online business was closed and the business transferred into the warehouse supporting the Mothercare online business. This rationalisation of warehouses led to a one-off integration cost of £2.0 million (2011: £nil). Restructuring costs in administration expenses During the 53 weeks ended 31 March 2012 a charge of £7.1 million (2011: £3.6 million) was recognised relating to a substantial head ofﬁce restructuring and group reorganisation. Included within this expense are redundancy payments including some senior executives, curtailment gain on the deﬁned beneﬁt pension scheme and professional and advisory fees in connection with the new strategic plan. Store property, plant and equipment impairment included in administration expenses During the 53 weeks ended 31 March 2012 the group has made provision of £3.8 million (2011: £nil) for store impairment where the carrying value of property plant and equipment is higher than the net realisable value and value in use. Share-based payment credit included in administrative expenses During the 53 weeks ended 31 March 2012 a credit of £0.8 million was recognised in respect of leavers from the executive incentive share schemes. Onerous lease provision A provision of £11.5 million has been made for onerous leases relating to vacant, sublet and trading properties having taken into consideration the results for the year, the Christmas trading activity and the continued pressure on the UK store portfolio. Onerous lease provisions have been recognised where there is an expected shortfall in the store contribution to cover the ﬁxed rental obligations. A discount rate of 2.3% has been used in calculating the provision, being the risk free rate. (Loss)/proﬁt on disposal/termination of property interests During the 53 weeks ended 31 March 2012 a net charge of £22.6 million (52 weeks ended 2011: a net credit of £0.2 million) has been recognised in loss/proﬁt from operations relating to losses on disposal/termination of property interests relating to the store reduction programme announced in May 2011. In April 2012 the group announced further store closures and these related costs will be provided for in the next ﬁnancial year. Goodwill and intangible assets impairment The group has carried out a review to determine whether there is any indication that the goodwill and intangible assets have suffered any impairment loss. It has been determined that the UK business does not generate sufﬁcient cash ﬂows to support the value of the goodwill and intangible assets allocated to the UK segment and consequently an impairment loss of £55.0 million has been charged. Impairment of investment in associate The group has carried out a review of its investment in associate and written the investment down to recoverable amount at 31 March 2012 (£2.8 million charge). Share of restructuring cost in associate During the year the Australian associate undertook a signiﬁcant integration and rebranding of three separate mother and baby chains into a single cohesive Mothercare brand. Mothercare’s share of these costs of £0.4 million (2011: £nil) is included and has been treated as exceptional. Mothercare plc Annual report and accounts 2012 71 F i n a n c a i l s t a t e m e n t s Notes to the consolidated ﬁnancial statements continued 7. (Loss)/proﬁt from retail operations (Loss)/proﬁt from retail operations has been arrived at after charging/(crediting): Net total foreign exchange (gains)/losses Cost of inventories recognised as an expense (Release)/write down of inventories to net realisable value Depreciation of property, plant and equipment Amortisation of intangible assets – software Amortisation of intangible assets – other included in non-underlying cost of sales Impairment of property, plant and equipment Underlying loss on disposal of property, plant and equipment Net rent of properties Amortisation of lease incentives Hire of plant and equipment Staff costs (including directors): Wages and salaries (including cash bonuses, excluding share-based payment charges) Social security costs Pension costs (see note 29) Share-based payment (credit)/charges (see note 28) Exceptional costs included in cost of sales (see note 6) Exceptional costs included in administrative expenses (see note 6) 53 weeks ended 31 March 2012 £ million 52 weeks ended 26 March 2011 £ million (5.2) 491.8 (0.5) 16.2 4.6 2.0 3.8 0.7 65.4 (5.2) 1.9 85.8 5.3 2.5 (0.2) 2.0 7.1 7.4 433.5 1.0 16.6 4.1 2.3 – – 68.2 (5.9) 1.9 87.9 5.5 4.1 2.2 16.1 3.6 An analysis of the average monthly number of full and part-time employees throughout the group, including executive directors, is as follows: Number of employees comprising: UK stores Head ofﬁce Overseas Total Full time equivalents 53 weeks ended 31 March 2012 number 52 weeks ended 26 March 2011 number 5,890 779 274 6,943 6,390 772 278 7,440 4,350 4,650 Details of directors’ emoluments, share options and beneﬁcial interests are provided within the remuneration report on pages 42 to 49. For the 53 weeks ended 31 March 2012, proﬁt from retail operations is stated after a non-underlying net credit of £2.0 million (2011: £13.8 million charge) to cost of sales as a result of non-cash foreign currency adjustments under IAS 39 and IAS 21. 72 Mothercare plc Annual report and accounts 2012 The analysis of auditor’s remuneration is as follows: Fees payable to the Company’s auditor for the audit of the Company’s annual accounts Fees payable to the Company’s auditor for other services to the group: The audit of the Company’s subsidiaries pursuant to legislation Total audit fees Corporate ﬁnance services Tax advisory services Other services Total non-audit fees 53 weeks ended 31 March 2012 £ million 52 weeks ended 26 March 2011 £ million 0.1 0.2 0.3 – – 0.2 0.2 0.1 0.2 0.3 0.2 0.1 – 0.3 The nature of tax services comprises corporation tax advice and compliance services. The corporate ﬁnance fees were in connection with investments and potential investments. Other services of £0.2 million include fees in connection with restructuring and the review of the group’s interim statement. Fees payable to Deloitte LLP and their associates for non-audit services to the Company are not required to be disclosed because the consolidated ﬁnancial statements are required to disclose such fees on a consolidated basis. The policy for the approval of non-audit fees, together with an explanation of the services provided, is set out on page 37, in the corporate governance report. 8. Net ﬁnance costs Interest receivable Interest and bank fees on bank loans and overdrafts Unwinding of discounts on provisions1 Net ﬁnance costs 1 Non-underlying charge of £0.1 million (2011: £0.2 million) of unwinding of discount on exceptional provisions (see note 6). 53 weeks ended 31 March 2012 £ million 52 weeks ended 26 March 2011 £ million (0.9) 1.3 0.1 0.5 (0.1) 0.5 0.2 0.6 Mothercare plc Annual report and accounts 2012 73 F i n a n c a i l s t a t e m e n t s Notes to the consolidated ﬁnancial statements continued 9. Taxation The (credit)/charge for taxation on (loss)/proﬁt for the period comprises: Current tax: Current year Adjustment in respect of prior periods Deferred tax: (see note 17) Current year Change in tax rate in respect of prior periods Adjustment in respect of prior periods (Credit)/charge for taxation on (loss)/proﬁt for the period 53 weeks ended 31 March 2012 £ million 52 weeks ended 26 March 2011 £ million (2.1) (2.4) (4.5) (6.5) (0.5) 0.4 (6.6) (11.1) 8.1 (0.8) 7.3 (5.0) 0.6 (0.6) (5.0) 2.3 UK corporation tax is calculated at 26% (2011: 28%) of the estimated assessable (loss)/proﬁt for the period. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. The (credit)/charge for the period can be reconciled to the (loss)/proﬁt for the period before taxation per the consolidated income statement as follows: (Loss)/proﬁt for the period before taxation (Loss)/proﬁt for the period before taxation multiplied by the standard rate of corporation tax in the UK of 26% (2011: 28%) Effects of: Expenses not deductible for tax purposes Change in tax rate Impact of overseas tax rates Utilisation of tax losses not previously recognised against capital gains Adjustment in respect of prior periods Impact of write-off of prior year deferred tax asset (Credit)/charge for taxation on (loss)/proﬁt for the period 53 weeks ended 31 March 2012 £ million (102.9) (26.7) 15.4 0.2 (0.2) 0.3 (2.0) 1.9 (11.1) 52 weeks ended 26 March 2011 £ million 8.8 2.5 1.0 1.0 (0.7) (0.1) (1.4) – 2.3 In addition to the amount credited to the income statement, deferred tax relating to retirement beneﬁt obligations amounting to £4.1 million has been credited directly to other comprehensive income (2011: £4.3 million charge). 74 Mothercare plc Annual report and accounts 2012 10. Dividends Amounts recognised as distributions to equity holders in the period Final dividend for the prior period Interim dividend for the current period 53 weeks ended 31 March 2012 52 weeks ended 26 March 2011 pence per share £ million pence per share £ million 11.9p 2.0p 11.3p 6.4p 10.1 1.8 11.9 9.9 5.6 15.5 In line with the announcement made with the trading statement on 12 April 2012, the Company will not pay any dividend until the ‘Transformation and Growth’ plan is delivering beneﬁts and accordingly no ﬁnal dividend has been declared for the 53 weeks ended 31 March 2012. 11. Earnings per share Weighted average number of shares in issue Dilution – option schemes (for underlying results only) Diluted weighted average number of shares in issue Earnings for basic and diluted earnings per share Exceptional and other non-underlying items (note 6) Tax effect of above items Underlying earnings Basic earnings per share Basic underlying earnings per share Diluted earnings per share Diluted underlying earnings per share 53 weeks ended 31 March 2012 million 52 weeks ended 26 March 2011 million 87.2 1.7 88.9 85.8 1.8 87.6 £ million £ million (91.8) 104.5 (11.1) 1.6 6.5 19.7 (5.0) 21.2 pence pence (105.2) 1.8 (105.2) 1.8 7.6 24.7 7.4 24.2 12. Subsidiaries A list of the group’s signiﬁcant investments in subsidiaries, all of which are wholly owned, including the name and country of incorporation is given in note 3 to the Company ﬁnancial statements. All subsidiaries are included in the consolidation. Mothercare plc Annual report and accounts 2012 75 F i n a n c a i l s t a t e m e n t s Notes to the consolidated ﬁnancial statements continued 13. Investments in joint ventures Investments at start of period Additions Share of loss Investments at end of period Summary aggregate ﬁnancial results and position of joint ventures: Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Total joint venture revenue Total loss for the period * The prior year has been restated to separately analyse joint ventures and associates (see note 14). Details of the joint ventures are as follows: Mothercare-Goodbaby China Retail Limited Rhea Retail Private Limited Juno Retail Private Limited Wadicare Limited 53 weeks ended 31 March 2012 £ million 52 weeks ended 26 March 2011 Restated* £ million 3.2 4.5 (0.9) 6.8 14.9 4.8 19.7 (8.2) – (8.2) 25.5 (3.1) 1.7 2.4 (0.9) 3.2 11.7 5.4 17.1 (9.0) (0.9) (9.9) 9.2 (3.1) Place of incorporation Hong Kong India India Cyprus Proportion of ownership interest % Proportion of voting power held % 30 30 30 30 50 30 30 30 On 1 November 2011, the group acquired a 30% share of the share capital of Wadicare Limited, a company registered in Cyprus for £2 million plus associated acquisition costs. This company has purchased the shares of MB Group Limited Ukraine which trades through the former Mothercare and Early Learning Centre franchises in Ukraine. During the year the group made additional investments in Mothercare-Goodbaby China Retail Limited of (£1.3 million), Rhea Retail Private Limited (£0.5 million) and Juno Retail Private Limited (£0.4 million). 76 Mothercare plc Annual report and accounts 2012 14. Investments in associate Investment at start of period Additions Share of loss Impairment Investment at end of period Summary ﬁnancial results and position of associates: Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Total revenue for the period1 Total loss for the period1 53 weeks ended 31 March 2012 £ million 52 weeks ended 26 March 2011 Restated* £ million 7.2 1.5 (2.7) (2.8) 3.2 17.9 15.6 33.5 (17.7) (3.4) (21.1) 51.1 (11.3) – 8.1 (0.9) – 7.2 21.0 13.5 34.5 (13.8) (1.3) (15.1) 18.7 (3.6) * The prior year has been restated to separately analyse joint ventures and associates. 1 The period shown above relates to the 12 months ended 31 December 2011 (comparative is the six months post acquisition to 31 December 2010). Details of the associate is as follows: Mothercare Australia Limited Place of incorporation Proportion of ownership interest % Proportion of voting power held % Australia 23.0 23.0 At 31 March 2012 the group undertook an impairment review of the investment carrying value. A discounted cash ﬂow forecast was used based on two years of forecasts extended out a further two years using planned growth rates. A pre tax discount rate of 9.83% was used. The impairment review indicated that the cost of investment was worth more than the recoverable amount at 31 March 2012 and therefore the group has made an impairment provision of £2.8 million. The reporting date of Mothercare Australia Limited is 30 June 2012. The group has equity accounted for Mothercare Australia Limited for 12 months ended 31 December 2011 as the data for the ﬁnal three months to 31 March 2012 has not been made available yet and is price sensitive as Mothercare Australia Limited is a public company. Mothercare plc Annual report and accounts 2012 77 F i n a n c a i l s t a t e m e n t s Notes to the consolidated ﬁnancial statements continued 15. Goodwill and intangible assets Cost As at 27 March 2010 Additions Exchange differences As at 27 March 2011 Additions Exchange differences As at 31 March 2012 Amortisation and impairment losses As at 27 March 2010 Amortisation As at 27 March 2011 Impairment losses Amortisation As at 31 March 2012 Net book value As at 27 March 2010 As at 26 March 2011 As at 31 March 2012 Goodwill £ million Trade name £ million Customer relationships £ million Software £ million Total £ million Intangible assets 68.6 – – 68.6 – – 68.6 – – – 41.8 – 41.8 68.6 68.6 26.8 25.2 3.1 0.3 28.6 – 0.2 28.8 3.5 1.5 5.0 12.0 1.3 18.3 21.7 23.6 10.5 5.7 – – 5.7 – – 5.7 2.3 0.8 3.1 1.2 0.7 5.0 3.4 2.6 0.7 21.2 5.2 – 26.4 3.2 – 29.6 10.0 4.1 14.1 – 4.6 18.7 11.2 12.3 10.9 52.1 8.3 0.3 60.7 3.2 0.2 64.1 15.8 6.4 22.2 13.2 6.6 42.0 36.3 38.5 22.1 Goodwill, trade name and customer relationships relate to the acquisition of the Early Learning Centre on 19 June 2007, Gurgle Limited on 8 September 2009 and Blooming Marvellous on 7 July 2010. Trade name and customer relationships are amortised over a useful life of 10-20 and 5-10 years respectively. Impairment of goodwill The group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired. Goodwill acquired through the business combination has been allocated to the two groups of cash-generating units (CGUs) that are expected to beneﬁt from that business combination, being UK (£nil, 2011: £41.8 million) and International (£26.8 million, 2011: £26.8 million), which are also reporting segments. These represent the lowest level within the group at which goodwill is monitored for internal management purposes. The recoverable amounts of the CGUs are determined from value in use calculations with a discounted cash ﬂow model being used to calculate this amount. The key assumptions for the value in use calculation are those regarding the discount rates, growth rates and expected changes to selling prices. Management has used a pre tax discount rate of 9.83% (2011: 10.4%) which reﬂects the time value of money and risks related to the CGUs. The cash ﬂow projections are based on ﬁnancial budgets and forecasts approved by the board covering a three-year period. Cash ﬂows beyond the three-year period assume a 2% growth rate (2011: 2%), which does not exceed the long term growth rate for the market in which the group operates. The value in use calculations use this growth rate to perpetuity. The group has conducted sensitivity analysis on the impairment test of the International CGU. With reasonable possible changes in key assumptions, there is no indication that the carrying amount of goodwill would be reduced to a lower amount. At 26 March 2011 goodwill of £41.8 million was allocated to the UK business segment and £26.8 million to the International business. The UK segment has experienced a fall in demand during the year. The group has therefore revised its cash ﬂow forecast for the UK business segment and goodwill and intangibles has seen a reduction to its recoverable amount through recognition of an impairment loss against goodwill (£41.8 million), trade name (£12.0 million) and customer relationships (£1.2 million). 78 Mothercare plc Annual report and accounts 2012 Forecasts show that, in overall terms, the goodwill and intangibles acquired with the Early Learning Centre has signiﬁcantly more value than that recorded in the books as the group has more than doubled the number of stores within International and the UK segments combined since acquisition. However at the time of acquisition Early Learning Centre was predominantly a UK business, resulting in the majority of goodwill being allocated to the UK. Whilst the International business for Early Learning Centre has subsequently grown very rapidly it is not possible to offset the surplus in International goodwill against the deﬁcit in UK goodwill. Software Software additions include £1.5 million (2011: £1.6 million) of internally generated intangible assets. At 31 March 2012, the group had entered into contractual commitments for the acquisition of software amounting to £0.3 million (2011: £0.3 million). 16. Property, plant and equipment Cost As at 27 March 2010 Transfers Additions Exchange differences Disposals As at 27 March 2011 Transfers Additions Exchange differences Disposals As at 31 March 2012 Accumulated depreciation and impairment As at 27 March 2010 Charge for period Exchange differences Disposals As at 27 March 2011 Charge for period Impairment Exchange differences Disposals As at 31 March 2012 Net book value As at 27 March 2010 As at 26 March 2011 As at 31 March 2012 Properties including ﬁxed equipment Freehold £ million Leasehold £ million Fixtures, ﬁttings, equipment £ million Assets in course of construction £ million Total £ million 14.7 – – – (2.7) 12.0 (0.6) – – (1.2) 10.2 2.6 0.1 – (0.1) 2.6 0.1 0.1 – (0.2) 2.6 12.1 9.4 7.6 113.0 – 7.0 – (2.4) 117.6 0.6 5.3 – (1.8) 121.7 82.5 5.8 – (2.0) 86.3 4.8 4.0 – (1.3) 93.8 30.5 31.3 27.9 199.8 1.7 8.0 (0.1) (4.8) 204.6 2.4 6.7 (0.1) (3.9) 209.7 150.2 10.7 (0.1) (4.2) 156.6 11.3 5.3 (0.1) (3.4) 169.7 49.6 48.0 40.0 1.7 (1.7) 2.4 – – 2.4 (2.4) 10.8 – – 10.8 – – – – – – – – – – 1.7 2.4 10.8 329.2 – 17.4 (0.1) (9.9) 336.6 – 22.8 (0.1) (6.9) 352.4 235.3 16.6 (0.1) (6.3) 245.5 16.2 9.4 (0.1) (4.9) 266.1 93.9 91.1 86.3 The net book value of leasehold properties includes £27.5 million (2011: £31.1 million) in respect of short leasehold properties. £3.8 million of the impairment on property, plant and equipment has been included within non-underlying administration expenses and the remaining £5.6 million is included within loss on disposal/termination of property interests. Mothercare plc Annual report and accounts 2012 79 F i n a n c a i l s t a t e m e n t s Notes to the consolidated ﬁnancial statements continued 16. Property, plant and equipment continued At 31 March 2012, the group had entered into contractual commitments for the acquisition of property, plant and equipment amounting to £3.6 million (2011: £5.0 million). Freehold land and buildings with a carrying amount of £7.6 million (2011: £9.4 million) have been pledged to secure the group’s borrowing facility (see note 21). The group is not allowed to pledge these assets as security for other borrowings. 17. Deferred tax assets and liabilities The following are the major deferred tax assets and liabilities recognised by the group and movements thereon in the current and prior reporting period: Accelerated tax depreciation £ million Short term timing differences £ million Retirement beneﬁt obligations £ million Share- based payments £ million Intangible assets £ million Losses £ million Total £ million At 27 March 2010 (Charge)/credit to income Transfer to current tax Charge to other comprehensive income At 27 March 2011 Credit/(charge) to income Charge to other comprehensive income At 31 March 2012 (4.0) 1.9 – – (2.1) 0.5 – (1.6) 1.6 3.5 (1.7) – 3.4 4.5 – 7.9 15.4 (1.4) – (4.3) 9.7 (1.2) 4.1 12.6 1.8 0.1 – – 1.9 (1.9) – – (6.9) 0.9 – – (6.0) 4.0 – (2.0) – – – – – 0.7 – 0.7 7.9 5.0 (1.7) (4.3) 6.9 6.6 4.1 17.6 Certain deferred tax assets and liabilities have been offset where the group has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for ﬁnancial reporting purposes: Deferred tax assets Deferred tax liabilities 31 March 2012 £ million 26 March 2011 £ million 23.4 (5.8) 17.6 18.4 (11.5) 6.9 At the balance sheet date the group has unused tax losses of £2.8 million (2011: £nil) available for offset against future proﬁts. A deferred tax asset has been recognised of £0.7 million in respect of £2.8 million (2011: £nil) of such losses. There are no unrecognised tax losses. At the reporting date, deferred tax liabilities of £0.8 million (2011 : £0.4 million) relating to withholding taxes have not been provided in respect of the aggregate amount of unremitted earnings of £5.9 million (2011 : £3.4 million) in respect of subsidiaries. No liability has been recognised because the group, being in a position to control the timing of the distribution of intra group dividends, has no intention to distribute intra group dividends in the foreseeable future that would trigger withholding tax. There are no unremitted earnings in connection with interests in associates and joint ventures. At 31 March 2012, the group has unused capital losses of £662.5 million (2011: £665.2 million) available for offset against future capital gains. No asset has been recognised in respect of the capital losses as it is not considered probable that there will be future taxable capital gains. The capital losses may be carried forward indeﬁnitely. 80 Mothercare plc Annual report and accounts 2012 18. Inventories Underlying Allowance against carrying value of inventories Finished goods and goods for resale 31 March 2012 £ million 26 March 2011 £ million 104.0 (4.9) 99.1 121.4 (5.4) 116.0 The amount of write down of inventories to net realisable value recognised as net income in the period is £0.5 million (2011: cost of £1.0 million). 19. Trade and other receivables Trade receivables gross Allowance for doubtful debts Trade receivables net Prepayments and accrued income Other receivables Trade and other receivables due within one year Trade and other receivables due after more than one year The following summarises the movement in the allowance for doubtful debts: Balance at beginning of period (Charged)/released in the period Balance at end of period 31 March 2012 £ million 26 March 2011 £ million 48.8 (1.6) 47.2 19.0 7.1 73.3 52.4 (1.4) 51.0 8.0 3.5 62.5 31 March 2012 £ million 26 March 2011 £ million 1.4 – 53 weeks ended 31 March 2012 £ million 52 weeks ended 26 March 2011 £ million (1.4) (0.2) (1.6) (1.7) 0.3 (1.4) The group’s exposure to credit risk inherent in its trade receivables is discussed in note 22. The group has no signiﬁcant concentration of credit risk. The group operates effective credit control procedures in order to minimise exposure to overdue debts and where possible also carries insurance against the cost of bad debts. The insurance counterparties involved in transactions are limited to high quality ﬁnancial institutions. Before accepting any new credit customer, the group obtains a credit check from an external agency to assess the credit quality of the potential customer and then sets credit limits on a customer by customer basis. The historical level of customer default is minimal and as a result the ‘credit quality’ of year end trade receivables is considered to be high. Mothercare plc Annual report and accounts 2012 81 F i n a n c a i l s t a t e m e n t s Notes to the consolidated ﬁnancial statements continued 19. Trade and other receivables continued The ageing of the group’s current trade receivables is as follows: Trade receivables gross Allowance for doubtful debts Trade receivables net Of which trade receivables gross comprise: Amounts neither impaired nor past due on the reporting date Amounts past due: Less than one month Between one and three months Between three and six months Greater than six months Allowance for doubtful debts: Amounts neither impaired nor past due on the reporting date Less than one month Between one and three months Between three and six months Greater than six months Trade accounts receivable net carrying amount 31 March 2012 £ million 26 March 2011 £ million 50.2 (1.6) 48.6 52.4 (1.4) 51.0 44.1 45.5 1.3 2.2 1.2 1.4 (0.3) – – (0.3) (1.0) 48.6 2.4 1.7 1.6 1.2 (0.3) – – (0.8) (0.3) 51.0 Provisions for doubtful trade accounts receivable are established based upon the difference between the receivable value and the estimated net collectible amount. The group establishes its provision for doubtful trade accounts receivable based on its historical loss experiences and an analysis of the counterparty’s current ﬁnancial position. The average credit period taken on sales of goods is disclosed in note 22. No interest is charged on trade receivables, however, the right to charge interest on outstanding balances is retained. The directors consider that the carrying amount of trade and other receivables approximates their fair value. 20. Cash and cash equivalents Cash and cash equivalents comprise cash held by the group and short term bank deposits with an original maturity of three months or less. The carrying amount of these assets approximates their fair value. 21. Borrowing facilities The group had outstanding borrowings at 31 March 2012 of £21.9 million (2011: £nil). Overdraft The group has an unsecured overdraft facility of £10.0 million which bears interest at 1.0% above bank base rates. £1.9 million of this facility (net of cash in transit) was drawn down at 31 March 2012. Committed borrowing facilities The group also had £80 million of committed secured borrowing facilities available at 31 March 2012 with an average interest rate of 1.43% above LIBOR in respect of which all conditions precedent have been met. The ﬁnal maturity date of this facility was 31 October 2013. £20 million of this facility was drawn down at 31 March 2012. 82 Mothercare plc Annual report and accounts 2012 The group has subsequently agreed a reﬁnancing of its banking facilities as of 11 April 2012 with its two existing banks, increasing the level of committed facilities from £80 million to £90 million and extending the term to 31 May 2015 at an interest rate range of 3.5 to 4% above LIBOR. These facilities further strengthen the group’s ﬁnancial position and provide additional liquidity and covenant headroom to accommodate the new three-year strategy. Further information is included within the corporate governance statement. Borrowings: Unsecured borrowings at amortised cost: Bank overdrafts (net of cash in transit) Secured borrowings at amortised cost: Committed facility Total borrowings Amount due for settlement within one year Amount due for settlement after one year Total borrowings Weighted average interest rate paid 31 March 2012 £ million 26 March 2011 £ million (1.9) (20.0) (21.9) (1.9) (20.0) (21.9) 2.24 – – – – – – 2.16 22. Risks arising from ﬁnancial instruments A. Terms, conditions and risk management policies The board approves treasury policies and senior management directly controls day-to-day operations within these policies. The major ﬁnancial risks to which the group is exposed relate to movements in foreign exchange rates and interest rates. Where appropriate, cost effective and practicable the group uses ﬁnancial instruments and derivatives to manage these risks. No speculative use of derivatives, currency or other instruments is permitted. The group’s ﬁnancial risk management policy is described in note 2. The following table provides an overview of the notional value of derivative ﬁnancial instruments outstanding at year end by maturity proﬁle: Foreign currency forward exchange contracts: Not later than one year After one year but not more than ﬁve years Foreign currency option contracts: Not later than one year 31 March 2012 £ million 26 March 2011 £ million 110.7 9.5 120.2 – – 139.2 – 139.2 6.1 6.1 The group manages its capital to ensure that entities in the group will be able to continue as going concerns while maximising the returns to stakeholders through the optimisation of the debt and equity balance. The capital structure of the group consists of net debt, which includes borrowings disclosed in note 21 after deducting cash and cash equivalents and equity attributable to equity holders of the parent comprising issued capital, reserves and retained earnings as disclosed in the statement of changes in equity. Mothercare plc Annual report and accounts 2012 83 F i n a n c a i l s t a t e m e n t s Notes to the consolidated ﬁnancial statements continued 22. Risks arising from ﬁnancial instruments continued B. Foreign currency risk management The group incurs foreign currency risk on sales and purchases whenever they are denominated in a currency other than the functional currency. This risk is managed through holding derivative ﬁnancial instruments. The group uses forward foreign currency contracts to reduce its cash ﬂow exposure to exchange rate movements, primarily on the US dollar. The group has not hedge accounted for its forward foreign currency contracts under the requirements of IAS 39. Therefore, derivative ﬁnancial instruments have been recognised as assets and liabilities measured at their fair values at the balance sheet date and changes in their fair values have been recognised in the income statement. These arrangements are designed to address signiﬁcant foreign exchange exposures on forecast future purchases of goods for the following year and are renewed on a revolving basis as required. Derivatives embedded in non-derivative host contracts have been recognised separately as derivative ﬁnancial instruments when their risks and characteristics are not closely related to those of the host contract and the host contract is not stated at its fair value with changes in its fair value recognised in the income statement. International sales represent 31% (2011: 26%) of group sales. Of these sales, 23% (2011: 19%) were invoiced in foreign currency. The group purchases product in foreign currencies, representing approximately 46% (2011: 42%) of total purchases. The carrying amount of the group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date is as follows: US dollar Euro Hong Kong dollar Indian rupee Chinese renminbi Singapore dollar 31 March 2012 £ million Liabilities 26 March 2011 £ million 31 March 2012 £ million Assets 26 March 2011 £ million (5.0) (0.2) (2.0) (0.2) (0.6) – (8.0) (6.5) (0.3) (3.0) (0.3) (0.3) – (10.4) 14.4 2.4 0.4 1.2 0.2 0.1 18.7 5.8 2.1 0.4 1.5 0.1 0.4 10.3 The total amounts of outstanding forward foreign currency contracts to which the group has committed is as follows: At notional value At fair value 31 March 2012 £ million 26 March 2011 £ million 120.2 (1.2) 139.2 (2.7) At 31 March 2012, the average hedged rate for outstanding forward foreign currency contracts is 1.58 for US dollars. There were no forward contracts in place for any other currencies at the year end. These contracts mature between April 2012 and May 2013. The fair value of foreign currency forward contracts is measured using quoted foreign exchange rates and yield curves from quoted rates matching the maturities of the contracts, and they therefore are categorised within level 2 of the fair value hierarchy set out in IFRS 7. The fair value of embedded derivatives is a liability of £0.1 million (2011: £nil million). 84 Mothercare plc Annual report and accounts 2012 Currency sensitivity analysis The group’s foreign currency ﬁnancial assets and liabilities are denominated mainly in US dollars. The following table details the impact of a 10% increase in the value of pounds sterling against the US dollar. A negative number indicates a net decrease in the carrying value of assets and liabilities and a corresponding loss in non-underlying proﬁt where pounds sterling strengthens against the US dollar. US dollar impact 31 March 2012 £ million 26 March 2011 £ million (9.9) (12.5) C. Credit risk Credit risk is the risk that a counterparty may default on their obligation to the group in relation to lending, hedging, settlement and other ﬁnancial activities. The group’s credit risk is primarily attributable to its trade receivables. The group has a credit policy in place and the exposure to counterparty credit risk is monitored. The group mitigates its exposure to counterparty credit risk through minimum counterparty credit guidelines, diversiﬁcation of counterparties, working within agreed counterparty limits and trade insurance and bank guarantees where appropriate. The carrying amount of the ﬁnancial assets represents the maximum credit exposure of the group. The carrying amount is presented net of impairment losses recognised. The maximum exposure to credit risk comprises trade receivables as shown in note 19 and cash and cash equivalents of £1.8 million. The average credit period on trade receivables was 21 days (2011: 23 days) based on total group revenue. The average credit period on International trade receivables was 67 days (2011: 82 days). D. Liquidity risk Ultimate responsibility for liquidity risk management rests with the board of directors, which has built an appropriate liquidity risk management framework for the management of the group’s short, medium and long term funding and liquidity management requirements. The group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash ﬂows and matching the maturity proﬁles of ﬁnancial assets and liabilities. Included in note 21 is a description of additional undrawn facilities that the group has at its disposal to further reduce liquidity risk. E. Interest rate risk The principal interest rate risk of the group arises in respect of its sterling borrowings. The group’s borrowing facilities at 1.43% over LIBOR expose the group to cash ﬂow interest rate risk. The interest exposure is monitored by management but due to low interest rate levels during the period no interest rate hedging has been undertaken. Going forward under the new banking arrangements the group intends to use derivative contracts to manage its interest rate risk. Mothercare plc Annual report and accounts 2012 85 F i n a n c a i l s t a t e m e n t s Notes to the consolidated ﬁnancial statements continued 23. Trade and other payables Current liabilities Trade payables Payroll and other taxes including social security Accruals and deferred income VAT payable Lease incentives Non-current liabilities Lease incentives 31 March 2012 £ million 26 March 2011 £ million 71.0 2.3 43.7 2.0 4.8 123.8 77.5 2.0 42.6 4.0 4.0 130.1 29.0 32.3 Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases is 53 days (2011: 62 days). The group has ﬁnancial risk management policies in place to ensure that all payables are paid within the credit timeframe. The directors consider that the carrying amount of trade payables approximates to their fair value. 31 March 2012 £ million 26 March 2011 £ million 24.1 0.4 24.5 12.0 0.4 12.4 36.1 0.8 36.9 5.2 0.4 5.6 6.8 0.4 7.2 12.0 0.8 12.8 24. Provisions Current liabilities Property provisions Other provisions Short term provisions Non-current liabilities Property provisions Other provisions Long term provisions Property provisions Other provisions Total provisions 86 Mothercare plc Annual report and accounts 2012 The movement on total provisions is as follows: Balance at 27 March 2011 Utilised in period Charged in period Released in period Unwinding of discount Balance at 31 March 2012 Property provisions £ million Other provisions £ million Total provisions £ million 12.0 (8.7) 34.0 (1.3) 0.1 36.1 0.8 (0.4) 0.4 – – 0.8 12.8 (9.1) 34.4 (1.3) 0.1 36.9 Property provisions principally represent the costs of store disposals or closures relating to the optimisation of the UK portfolio which involves the closure of Mothercare and Early Learning Centre stores and provisions for onerous lease costs. Provisions for onerous leases have been made for vacant, partly let and trading stores for the shorter of the remaining period of the lease and the period until, the group will be able to exit the lease commitment. For trading stores the amount provided is based on the shortfall in contribution required to cover future rental obligations together with other ﬁxed outgoings. The majority of this provision is expected to be utilised over the next three ﬁnancial years. Other provisions principally represent provisions for uninsured losses, hence the timing of the utilisation of these provisions is uncertain. 25. Share capital Issued and fully paid Ordinary shares of 50 pence each: Balance at beginning of period Issued under the Mothercare 2000 Executive Share Option Plan Issued under the Mothercare Sharesave Scheme Balance at end of period 53 weeks ended 31 March 2012 Number of shares 52 weeks ended 26 March 2011 Number of shares 53 weeks ended 31 March 2012 £ million 52 weeks ended 26 March 2011 £ million 88,540,219 – 96,543 88,116,381 71,394 352,444 88,636,762 88,540,219 44.3 – – 44.3 44.1 – 0.2 44.3 Further details of employee and executive share schemes are given in note 28. The own shares reserve of £2.1 million (2011: £9.0 million) represents the cost of shares in Mothercare plc purchased in the market and held by the Mothercare employee trusts to satisfy options under the group’s share option schemes (see note 28). The total shareholding is 443,545 (2011: 2,461,230) with a market value at 31 March 2012 of £0.7 million (2011: £11.7 million). Mothercare plc Annual report and accounts 2012 87 F i n a n c a i l s t a t e m e n t s Notes to the consolidated ﬁnancial statements continued 26. Reconciliation of cash ﬂow from operating activities (Loss)/proﬁt from retail operations Adjustments for: Depreciation of property, plant and equipment Amortisation of intangible assets – software Amortisation of intangible assets – other Impairment of property, plant and equipment (Losses)/proﬁts on disposal of property, plant and equipment (Proﬁt)/loss on non-underlying non-cash foreign currency adjustments Equity-settled share-based payments Movement in property provisions Movement in other provisions Amortisation of lease incentives Lease incentives received Payments to retirement beneﬁt schemes Charge to proﬁt from operations in respect of retirement beneﬁt schemes Operating cash ﬂow before movement in working capital Decrease/(increase) in inventories Increase in receivables (Decrease)/increase in payables Cash (utilised)/generated from operations Income taxes received/(paid) Net cash (outﬂow)/inﬂow from operating activities 53 weeks ended 31 March 2012 £ million 52 weeks ended 26 March 2011 £ million (6.9) 16.2 4.6 2.0 9.4 (23.0) (2.0) 0.5 12.7 – (5.2) 3.5 (8.0) 1.9 5.7 18.5 (9.8) (12.9) 1.5 4.1 5.6 11.0 16.6 4.1 2.3 – 0.9 13.8 2.6 (5.7) (0.1) (5.9) 9.6 (4.6) 3.5 48.1 (23.9) (4.8) 13.7 33.1 (6.0) 27.1 Cash and cash equivalents Net overdrafts Net cash and cash equivalents/(debt) 27 March 2011 £ million Cash ﬂow £ million Foreign exchange £ million 31 March 2012 £ million 15.3 – 15.3 (12.8) (1.9) (14.7) (0.7) – (0.7) 1.8 (1.9) (0.1) 88 Mothercare plc Annual report and accounts 2012 27. Operating lease arrangements The group as lessee: Amounts recognised in cost of sales for the period: Minimum lease payments paid Contingent rents Minimum sublease payments received Net rent expense for the period 53 weeks ended 31 March 2012 £ million 52 weeks ended 26 March 2011 £ million 67.4 0.4 (0.5) 67.3 70.4 0.4 (0.7) 70.1 Contingent rent relates to store properties where an element of the rent payable is determined with reference to store turnover. At the balance sheet date, the group had outstanding commitments for future minimum lease payments under non- cancellable operating leases, which fall due as follows: Not later than one year After one year but not more than ﬁve years After ﬁve years Total future minimum lease payments 31 March 2012 £ million 26 March 2011 £ million 65.2 195.6 185.7 446.5 72.5 212.5 214.1 499.1 At the balance sheet date, the group had contracted with sub-tenants for the following future minimum lease payments: Not later than one year After one year but not more than ﬁve years After ﬁve years Total future minimum lease payments 31 March 2012 £ million 26 March 2011 £ million 1.4 3.6 1.8 6.8 1.2 3.0 4.3 8.5 28. Share-based payments An expense is recognised for share-based payments based on the fair value of the awards (at the date of grant for those awards due to be equity settled and at year end for those due to be cash settled), the estimated number of shares that will vest and the vesting period of each award. The underlying charge for share-based payments is £0.6 million (2011: £2.2 million), including national insurance, of which £0.5 million (2011: £2.6 million) was equity-settled. The exceptional credit for share-based payments of £0.8 million (2011: £nil) arises in respect of leavers from the executive incentive share schemes. At 31 March 2012 the liability in the balance sheet is £0.1 million related to the expected national insurance charge when share-based payment schemes vest (2011: £0.9 million). These charges relate to the following schemes: A. Executive Share Option Scheme B. Save As You Earn Schemes C. Executive Incentive Plan D. Performance Share Plan E. Deferred Shares Scheme F. Share Matching Scheme Details of the share schemes that the group operates are provided in the directors’ remuneration report on pages 42 to 49. Mothercare plc Annual report and accounts 2012 89 F i n a n c a i l s t a t e m e n t s Notes to the consolidated ﬁnancial statements continued 28. Share-based payments continued For each scheme, expected volatility was determined with reference to the 90-day volatility of the group’s share price over the previous three years. The expected life used in each model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The dates of exercise are not disclosed, as it is not deemed practicable to do so. A. Executive Share Option Scheme Share options may be granted to executives and senior managers at a price equal to the average quoted market price of the group’s shares on the date of grant. The options vest after three years, conditional on the group’s share price exceeding 3% per annum compound growth over the vesting period. If the options remain unexercised after a period of 10 years from the date of grant, they expire. Furthermore, options are forfeited if the employee leaves the group before the options vest. The number of options outstanding under the Executive Share Option Scheme is as follows: Balance at beginning of period Forfeited during period Exercised during period Balance at end of period 53 weeks ended 31 March 2012 Number of shares 30,000 – – 30,000 52 weeks ended 26 March 2011 Number of shares 111,407 (24,838) (56,569) 30,000 Weighted average option price 326p 326p The options outstanding at 31 March 2012 had a weighted average remaining contractual life of 2.3 years and ranged in price from 284p to 335p. B. Save As You Earn schemes The employee Save As You Earn schemes are open to all employees and provide for a purchase price equal to the daily average market price on the date of grant, less 20%. The shares can be purchased during a two week period each year and are placed in the employee Save As You Earn trust for a three-year period. The number of shares outstanding under the Save As You Earn schemes is as follows: Balance at beginning of period Granted during period Forfeited during period Exercised during period Cancelled in the period Expired during period Balance at end of period 53 weeks ended 31 March 2012 Number of shares 52 weeks ended 26 March 2011 Number of shares Weighted average exercise price 308p 115p 299p 276p 370p 305p 768,613 2,752,739 (34,216) (96,543) (161,811) (41,991) 1,243,132 – (124,129) (349,944) – (446) 139p 3,186,791 768,613 The shares outstanding at 31 March 2012 had a weighted average remaining contractual life of three years and ranged in price from 115p to 497p. 90 Mothercare plc Annual report and accounts 2012 The fair value of Save As You Earn share options is calculated based on a Black-Scholes model with the following assumptions: Grant date Number of options granted Share price at grant date Exercise price Expected volatility Risk free rate Expected dividend yield Time to expiry Fair value of option December 2011 December 2009 December 2008 230,951 676p 497p 30.0% 3.00% 3.00% 2,752,739 159p 115p 43.1% 0.58% 3.00% 635,038 237p 237p 30.0% 2.00% 3.50% 3.25 years 3.25 years 3.25 years 41.1p 172.9p 56.4p The resulting fair value is expensed over the service period of three years on the assumption that 20% of options will lapse over the service period as employees leave the group. C. Executive Incentive Plan The Executive Incentive Plan is a conditional award based on surplus value created over a three-year performance period. The surplus value is calculated as the difference between the total shareholder return of Mothercare and that of the FTSE All-Share General Retailers Index, multiplied by Mothercare’s market capitalisation. The 2009, 2010 and 2011 schemes are a wholly equity settled scheme where some of the shares can be delivered on vesting and the remainder deferred. The fair value of the Executive Incentive plan award is calculated using a binomial model with the following assumptions at grant date: Grant date Market capitalisation at award date Expected Mothercare share price volatility Expected Index volatility Risk free rate Correlation between Mothercare and the Index Time to expiry Fair value at grant date Fair value at 26 March 2012 May 2011 June 2010 May 2009 £449.0m 30.0% 30.0% 2.38% 50.0% 3 years £1.8m £0.1m £562.7m 30.0% 30.0% 2.68% 50.0% 3 years £3.0m Nil £338.4m 30.0% 30.0% 3.70% 50.0% 3 years £1.8m Nil D. Performance Share Plan The Performance Share Plan is a conditional award of shares based on the expected growth in Mothercare’s proﬁt before taxation over three years. The number of shares outstanding under the Performance Share Plan is as follows: Balance at beginning of period Awarded during period Lapsed during period Vested during period Balance at end of period 53 weeks ended 31 March 2012 Number of shares 52 weeks ended 26 March 2011 Number of shares 1,332,889 999,807 (1,276,378) – 1,430,838 641,855 (235,805) (503,999) 1,051,318 1,332,889 Mothercare plc Annual report and accounts 2012 91 F i n a n c a i l s t a t e m e n t s Notes to the consolidated ﬁnancial statements continued 28. Share-based payments continued The fair value of the plan award is calculated based on Mothercare’s estimate of future proﬁt per share growth. At the current time the group’s forecasts suggest that the performance share plan is not expected to pay out and consequently the fair value is nil. Grant date Number of shares awarded Share price at date of grant Exercise price Time to expiry Fair value per share November 2011 376,154 137p Nil 3 years 137p May 2011 618,653 446p Nil 3 years 446p November 2010 62,992 522p Nil 3 years 522p June 2010 578,863 520p Nil 3 years 520p E. Deferred Shares Scheme The Deferred Shares scheme is a conditional award of shares determined on historic company performance. The number of shares outstanding under the Deferred Shares scheme is as follows: Balance at beginning of period Awarded during period Lapsed during period Vested during period Balance at end of period Grant date Number of shares awarded Fair value price at date of grant Exercise price Time to expiry 53 weeks ended 31 March 2012 Number of shares 52 weeks ended 26 March 2011 Number of shares 167,290 – (57,581) – – 192,119 (24,829) – 109,709 167,290 June 2010 June 2010 96,060 557p Nil 2 years 96,060 557p Nil 3 years F. Share Matching Scheme During the year the Chairman was granted 60,000 options with a nominal exercise price which vest in August 2014. To enable maximum vesting the Company total shareholder return over the three-year performance period must be greater than or equal to the total shareholder return of the FTSE 250 plus 50%. As a condition of this award the Chairman was required to purchase shares in the Company for a value of £0.2 million and must continue to hold these shares over the performance period. At the date of grant the fair value of these awards was less than £0.1 million. Upon assuming the role of Executive Chairman, the Chairman was granted a further 54,997 options with a nominal exercise price which vest in November 2014. To enable maximum vesting the Company total shareholder return over the three-year performance period must be greater than or equal to the total shareholder return of the FTSE 250 plus 50%. As a condition of this award the Chairman is required to purchase shares in the Company for a value of £0.4 million and must continue to hold these shares over the performance period. At the date of grant the fair value of these awards was less than £0.1 million. Grant date Number of shares awarded Share price at date of grant Fair value price at date of grant Exercise price Time to expiry 92 Mothercare plc Annual report and accounts 2012 Dec 2011 Dec 2011 60,000 155p 116p Nil 3 years 54,997 155p 116p Nil 3 years The shares were granted in two tranches with expiry in August and November 2014. The resulting fair value is expensed over the service period of three years. 29. Retirement beneﬁt schemes Deﬁned contribution schemes The group operates deﬁned contribution retirement beneﬁt schemes for all qualifying employees of Early Learning Centre Limited and Mothercare UK Limited. The total cost charged to income of £0.6 million (2011: £0.6 million) represents contributions due and paid to these schemes by the group at rates speciﬁed in the rules of the plan. Deﬁned beneﬁt schemes The group has operated two deﬁned beneﬁt pension schemes for employees of Mothercare UK Limited during the period. On 28 March 2004, the ﬁnal salary schemes were closed to new entrants and a ‘career average’ scheme was introduced to replace it. Existing members were asked to either increase their contributions from an average of 4.8% to an average of 6.8% or accrue future beneﬁts on a ‘career average’ basis. In 2009 the ‘career average’ schemes were closed to new entrants. The pension scheme assets are held in a separate trustee administered fund to meet long term pension liabilities to past and present employees. The trustees of the fund are required to act in the best interest of the fund’s beneﬁciaries. For the protection of members’ interests, the group has appointed three trustees, two of whom are independent of the group. To maintain this independence, the trustees and not the group are responsible for appointing their own successors. The most recent full actuarial valuations were carried out as at 31 March 2008. Actuarial valuations of the Mothercare Staff and Executive Pension Schemes were undertaken as at 31 March 2011. Discussions are underway between the Company and the trustees with the aim of signing off the actuarial valuations and recovery plans by 30 June 2012. The most recent full actuarial valuations were updated as at 31 March 2012 for the purpose of these disclosures with the advice of professionally qualiﬁed actuaries. The present value of the deﬁned beneﬁt obligation, the related current service cost and the past service cost were measured using the projected unit credit method. The IAS 19 valuation conducted for the period ended 31 March 2012 disclosed a net deﬁned pension deﬁcit of £52.7 million (2011: £37.6 million). The major assumptions used in the updated actuarial valuations were: Discount rate Inﬂation rate – RPI Inﬂation rate – CPI Future pension increases Expected rate of salary increases Expected return on schemes’ assets Analysed between: Equities Bonds Property Alternative assets Other assets 31 March 2012 26 March 2011 4.9% 3.3% 2.3% 3.2% 3.3% 6.0% 7.3% 4.7% 5.3% 6.3% 4.7% 5.5% 3.5% 2.8% 3.4% 3.5% 7.0% 8.3% 5.1% 6.3% 7.3% 5.1% The overall expected rate of return on assets is calculated as the weighted average of the expected returns from each of the asset classes. The returns quoted above are net of investment management expenses but before adjustment to allow for the expected administrative and other expenses of running the schemes. Mothercare plc Annual report and accounts 2012 93 F i n a n c a i l s t a t e m e n t s Notes to the consolidated ﬁnancial statements continued 29. Retirement beneﬁt schemes continued The mortality assumptions used are the SAPS tables published by the CMI allowing for future improvements in line with the medium cohort projection and a 1% ﬂoor. Staff pension scheme: Male Female Executive pension scheme: Male Female Age 65 now Age 45 now 86.4 88.2 88.5 89.3 87.7 89.8 89.8 90.9 The effects of movements in the principal assumptions used to measure the scheme liabilities for every change in the relevant assumption are set out below: Assumption Discount rate Rate of price inﬂation Life expectancy Amounts expensed in the income statement in respect of the deﬁned beneﬁt schemes are as follows: Current service cost Interest cost Expected return on schemes’ assets Gains on curtailment Change in assumption +/- 0.1% +/- 0.1% + 1 year Impact on scheme liabilities £ million -/+6.0 +/- 5.3 + 8.1 53 weeks ended 31 March 2012 £ million 52 weeks ended 26 March 2011 £ million 2.3 13.5 (13.7) (0.2) 1.9 2.9 14.1 (13.5) – 3.5 Current service cost, interest cost and expected return on schemes’ assets have been included in underlying administrative expenses and the curtailment gain is included within non-underlying administrative expenses. The expected return on scheme assets was a gain of £13.7 million (2011: a gain of £13.5 million) with a resulting actuarial loss of £8.5 million (2011: loss of £2.5 million). There was an actuarial loss of £12.7 million (2011: a gain of £19.0 million) relating to the deﬁned beneﬁt obligations. The amount recognised in other comprehensive income for the year ended 31 March 2012 is a loss of £21.2 million (2011: a gain of £16.5 million). The total cumulative actuarial loss recognised in other comprehensive income is £53.3 million (2011: £32.1 million). 94 Mothercare plc Annual report and accounts 2012 The amount included in the balance sheet arising from the group’s obligations in respect of its deﬁned beneﬁt retirement schemes is as follows: Present value of deﬁned beneﬁt obligations Fair value of schemes’ assets Liability recognised in balance sheet Movements in the present value of deﬁned beneﬁt obligations were as follows: At beginning of period Service cost Gains on curtailments Interest cost Contribution from scheme members Actuarial losses/(gains) Beneﬁts paid At end of period Movements in the fair value of schemes’ assets were as follows: At beginning of period Expected return on schemes’ assets Actuarial losses Company contributions Members’ contributions Beneﬁts paid At end of period 31 March 2012 £ million 26 March 2011 £ million 270.0 (217.3) 52.7 246.0 (208.4) 37.6 53 weeks ended 31 March 2012 £ million 52 weeks ended 26 March 2011 £ million 246.0 2.3 (0.2) 13.5 1.5 12.7 (5.8) 270.0 252.1 2.9 – 14.1 1.7 (19.0) (5.8) 246.0 53 weeks ended 31 March 2012 £ million 52 weeks ended 26 March 2011 £ million 208.4 13.7 (8.5) 8.0 1.5 (5.8) 217.3 197.0 13.5 (2.5) 4.5 1.7 (5.8) 208.4 The analysis of the fair values of the schemes’ assets and the expected rates of return at each balance sheet date were: Equities Bonds Property Alternative assets Other assets 31 March 2012 % 31 March 2012 £ million 26 March 2011 % 26 March 2011 £ million 7.3 4.7 5.3 6.3 4.7 84.6 63.1 24.5 33.7 11.4 217.3 8.3 5.1 6.3 7.3 5.1 94.8 57.3 26.1 30.1 0.1 208.4 Mothercare plc Annual report and accounts 2012 95 F i n a n c a i l s t a t e m e n t s Notes to the consolidated ﬁnancial statements continued 29. Retirement beneﬁt schemes continued The history of experience adjustments is as follows: Present value of deﬁned beneﬁt obligations Fair value of schemes’ assets 53 weeks ended 31 March 2012 £270.0m (£217.3m) 52 weeks ended 26 March 2011 £246.0m (£208.4m) 52 weeks ended 27 March 2010 £252.1m (£197.0m) 52 weeks ended 28 March 2009 £175.6m (£150.2m) 52 weeks ended 29 March 2008 £167.3m (£181.1m) Deﬁcit/(surplus) in the schemes £52.7m £37.6m £55.1m £25.4m (£13.8m) Experience adjustments on schemes’ liabilities £12.7m (£19.0m) £66.0m (£1.9m) (£35.1m) Percentage of schemes’ liabilities 4.7% 7.7% 26.2% 1.1% 21.0% Experience adjustments on schemes’ assets (£8.5m) (£2.5m) £33.9m (£44.9m) (£26.9m) Percentage of schemes’ assets 3.9% 1.2% 17.2% 29.9% 14.9% The estimated amount of cash contributions expected to be paid to the schemes during the 52 weeks ending 30 March 2013 is £5.2 million. 30. Related party transactions Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the group and its joint ventures and associates are disclosed below. Trading transactions During the year, group companies entered into the following transactions with related parties who are not members of the group: 53 weeks ended 31 March 2012 Joint ventures and associates 52 weeks ended 26 March 2011 Joint ventures and associates Sales of goods £ million Purchase of goods £ million Amounts owed by related parties £ million Amounts owed to related parties £ million 22.0 – 9.9 – Sales of goods £ million Purchase of goods £ million Amounts owed by related parties £ million Amounts owed to related parties £ million 14.3 – 8.4 – Sales of goods to related parties were made at the group’s usual cost prices. The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. A provision of £0.8 million (2011: £0.8 million) has been made for doubtful debts in respect of the amounts owed by related parties. 96 Mothercare plc Annual report and accounts 2012 Remuneration of key management personnel The remuneration of the operating board (including executive and non-executive directors), who are the key management personnel of the group, is set out below in aggregate for each of the categories speciﬁed in IAS 24 ‘Related Party Disclosures’. Further information about the remuneration of individual directors is provided in the audited part of the remuneration report on pages 42 to 49. Short term employee beneﬁts Post employment beneﬁts Compensation for loss of ofﬁce Share-based payments 53 weeks ended 31 March 2012 £ million 52 weeks ended 26 March 2011 £ million 2.8 0.4 1.6 0.4 5.2 3.7 0.4 – 1.8 5.9 Mothercare pension scheme Details of other transactions and balances held with the two pension schemes are set out in note 29. Other transactions with key management personnel There were no other transactions with key management personnel. 31. Events after the balance sheet date On 11 April 2012 the group agreed the reﬁnancing of its banking facilities with the support of its existing banks, HSBC and Barclays increasing the level of committed facilities from £80 million to £90 million and extending the term to 31 May 2015 (see note 21). On 12 April 2012 the group announced a further reduction in the UK store portfolio, reshaping the UK around a proﬁtable core of 200 stores. The group will now close 111 stores (36 Mothercare and 75 Early Learning Centres) over the next three years to March 2015. The costs associated with the additional store closures announced in April 2012 will be provided for in the next ﬁnancial year. There were no other events after the balance sheet date. Mothercare plc Annual report and accounts 2012 97 F i n a n c a i l s t a t e m e n t s Company ﬁnancial statements Contents 99 Independent auditor’s report on the Company ﬁnancial statements 100 Company balance sheet 101 Notes to the Company ﬁnancial statements 98 Mothercare plc Annual report and accounts 2012 Independent auditor’s report on the Company ﬁnancial statements We have audited the parent company ﬁnancial statements of Mothercare plc for the 53 weeks ended 31 March 2012 which comprise the parent company balance sheet, and the related notes 1 to 8. The ﬁnancial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditor As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the parent company ﬁnancial statements and for being satisﬁed that they give a true and fair view. Our responsibility is to audit and express an opinion on the parent company ﬁnancial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. Scope of the audit of the ﬁnancial statements An audit involves obtaining evidence about the amounts and disclosures in the ﬁnancial statements sufﬁcient to give reasonable assurance that the ﬁnancial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the parent company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of signiﬁcant accounting estimates made by the directors; and the overall presentation of the ﬁnancial statements. In addition, we read all the ﬁnancial and non-ﬁnancial information in the annual report to identify material inconsistencies with the audited ﬁnancial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on ﬁnancial statements In our opinion the parent company ﬁnancial statements: give a true and fair view of the state of the Company’s affairs as at 31 March 2012; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and have been prepared in accordance with the requirements of the Companies Act 2006. Opinion on other matters prescribed by the Companies Act 2006 In our opinion: the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006; and the information given in the directors’ report for the ﬁnancial year for which the ﬁnancial statements are prepared is consistent with the parent company ﬁnancial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or the parent company ﬁnancial statements and the part of the directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or certain disclosures of directors’ remuneration speciﬁed by law are not made; or we have not received all the information and explanations we require for our audit. Other matter We have reported separately on the group ﬁnancial statements of Mothercare plc for the 53 weeks ended 31 March 2012. Nicola Mitchell, FCA (Senior statutory auditor) for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditor London 23 May 2012 Mothercare plc Annual report and accounts 2012 99 F i n a n c a i l s t a t e m e n t s Company balance sheet As at 31 March 2012 Fixed assets Investments in subsidiary undertakings Current assets Debtors Cash at bank and in hand and time deposits Creditors – amounts falling due within one year Net current liabilities Total assets less current liabilities Creditors – amounts falling due after more than one year Net assets Capital and reserves attributable to equity interests Called up share capital Share premium Other reserve Own shares Proﬁt and loss account Equity shareholders’ funds 31 March 2012 £ million Note 26 March 2011 Restated* £ million 3 4 5 5 6 7 7 7 7 8 214.9 214.9 50.4 0.3 50.7 (74.1) (23.4) 191.5 (20.0) 171.5 44.3 6.2 50.8 (2.1) 72.3 171.5 214.4 214.4 39.0 0.4 39.4 (128.7) (89.3) 125.1 – 125.1 44.3 5.9 50.8 (9.0) 33.1 125.1 * The prior year balance sheet has been restated to reallocate bank loans and overdrafts within creditors and to reanalyse intercompany debtors and creditors. Approved by the Board on 23 May 2012 and signed on its behalf by: Neil Harrington Finance Director Company Registration Number: 1950509 100 Mothercare plc Annual report and accounts 2012 Notes to the Company ﬁnancial statements 1. Signiﬁcant accounting policies Basis of presentation The Company’s accounting period covers the 53 weeks ended 31 March 2012. The comparative period covered the 52 weeks ended 26 March 2011. Basis of accounting The separate ﬁnancial statements of the Company are presented as required by the Companies Act 2006. They have been prepared under the historical cost convention and on the going concern basis as described in the going concern statement in the corporate governance report and in accordance with applicable United Kingdom law and United Kingdom generally accepted accounting standards. The principal accounting policies are presented below and have been applied consistently throughout the 53 weeks ended 31 March 2012 and the preceding 52 weeks ended 26 March 2011. Investments Fixed asset investments are shown at cost less provision for impairment. Taxation Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Cash ﬂow statement The Company is exempt from the requirement of FRS 1 (revised) to include a cash ﬂow statement as part of its Company ﬁnancial statements because it prepares a consolidated cash ﬂow statement which is shown on page 59. Related parties The Company has taken advantage of paragraph 3 (c) of Financial Reporting Standard 8 (Related Party Disclosures) not to disclose transactions with group entities or interests of the group qualifying as related parties. 2. Proﬁt and loss account As permitted by Section 408 of the Companies Act 2006, no separate proﬁt and loss account is presented for the Company. The Company’s proﬁt for the 53 weeks ended 31 March 2012 was £57.5 million (2011: proﬁt of £14.8 million). The auditor’s remuneration for audit and other services is disclosed in note 7 to the consolidated ﬁnancial statements. 3. Investments in subsidiary undertakings Investments in the Company’s balance sheet consist of its investments in subsidiary undertakings. The Company’s signiﬁcant subsidiaries, all of which are wholly owned, are as follows: Mothercare UK Limited Mothercare Procurement Limited Early Learning Centre Limited Principal activity Retailing company Sourcing company Retailing company The Company’s investment in its subsidiary undertakings is as follows: Cost of investments (less amounts written off £153.0 million (2011: £153.0 million)) Loans to subsidiary undertakings Country of incorporation United Kingdom Hong Kong United Kingdom 31 March 2012 £ million 26 March 2011 £ million 149.4 65.5 214.9 148.9 65.5 214.4 Mothercare plc Annual report and accounts 2012 101 F i n a n c a i l s t a t e m e n t s Notes to the Company ﬁnancial statements continued 3. Investments in subsidiary undertakings continued Cost At 27 March 2011 Share-based payments to employees of subsidiaries At 31 March 2012 Provisions for impairment At 27 March 2011 and 31 March 2012 Net book value 4. Debtors Amounts due from subsidiary undertakings Other debtors * The prior year balance sheet has been restated to reanalyse intercompany debtors and creditors. 5. Creditors Creditors: amounts falling due within one year Amounts due to subsidiary undertakings Bank loans and overdrafts Accruals and other creditors * The prior year balance sheet has been restated to reanalyse intercompany debtors and creditors. Creditors: amounts falling due after more than one year Bank loans and overdrafts 102 Mothercare plc Annual report and accounts 2012 £ million 214.4 0.5 214.9 – 214.9 31 March 2012 £ million 26 March 2011 Restated* £ million 49.8 0.6 50.4 38.8 0.2 39.0 31 March 2012 £ million 26 March 2011 Restated* £ million 56.9 15.8 1.4 74.1 89.5 38.5 0.7 128.7 31 March 2012 £ million 26 March 2011 £ million 20.0 20.0 – – 6. Called up share capital Issued and fully paid Ordinary shares of 50p each: Balance at 27 March 2011 Issued under the Mothercare Sharesave Scheme Balance at 31 March 2012 Number of shares £ million 88,540,219 96,543 88,636,762 44.3 – 44.3 Further details of employee and executive share schemes are provided in note 28 to the consolidated ﬁnancial statements. The own shares reserve of £2.1 million (2011: £9.0 million) represents the cost of shares in Mothercare plc purchased in the market and held by the Mothercare employee trusts to satisfy options under the group’s share option schemes (see note 28 to the consolidated ﬁnancial statements). The total shareholding is 443,545 (2011: 2,461,230) with a market value at 31 March 2012 of £0.7 million (2011: £11.7 million). 7. Reserves Balance at 27 March 2011 Net premium on shares issued Fair value of share-based payments Shares transferred to employees on vesting Dividends Proﬁt for the ﬁnancial year Balance at 31 March 2012 Share premium £ million Other reserve £ million Own shares £ million 5.9 0.3 – – – – 6.2 50.8 – – – – – 50.8 (9.0) – – 6.9 – – (2.1) Proﬁt and loss account £ million 33.1 – 0.5 (6.9) (11.9) 57.5 72.3 Included in the proﬁt for the year was a dividend from a subsidiary undertaking of £59.6 million. 8. Reconciliation of equity shareholders’ funds Equity shareholders’ funds brought forward Dividends Shares issued Fair value of share-based payments Purchase of own shares Retained proﬁt for the period Equity shareholders’ funds carried forward 53 weeks ended 31 March 2012 £ million 52 weeks ended 26 March 2011 £ million 125.1 (11.9) 0.3 0.5 – 57.5 171.5 123.4 (15.5) 1.2 2.6 (1.4) 14.8 125.1 Mothercare plc Annual report and accounts 2012 103 F i n a n c a i l s t a t e m e n t s Five year record (unaudited) Summary of consolidated income statements Revenue Underlying1 proﬁt from operations before interest Non-underlying2 items Interest (net) (Loss)/proﬁt before taxation Taxation (Loss)/proﬁt for the ﬁnancial year Basic (loss)/earnings per share Basic underlying earnings per share Summary of consolidated balance sheets Deferred tax asset/(liability) Other non-current assets Net current assets Retirement beneﬁt obligations Other non-current liabilities Total net assets Other key statistics Share price at year end Net (debt)cash/equity Capital expenditure Depreciation and amortisation Rents Number of UK stores Number of International stores3 UK selling space (000’s sq. ft.) International selling space (000’s sq. ft.)3 Average number of employees Average number of full time equivalents 2012 2011 2010 £ million £ million £ million 2009 Restated4 £ million 2008 Restated4 £ million 812.7 2.0 (104.4) (0.5) (102.9) 11.1 (91.8) (105.2p) 1.8p 17.6 145.2 24.0 (52.7) (61.4) 72.7 166.0p (27.6%) 24.9 22.8 65.4 311 1,028 1,946 2,283 6,943 4,350 793.6 766.4 723.6 676.8 28.9 (19.5) (0.6) 8.8 (2.3) 6.5 7.6p 24.7p 6.9 208.6 54.4 (37.6) (39.5) 192.8 474.0p 7.9% 21.8 23.0 68.2 373 894 2,017 1,845 7,440 4,650 37.6 (4.4) (0.7) 32.5 (8.9) 23.6 37.0 6.1 (1.1) 42.0 (11.8) 30.2 38.5 (34.1) 0.1 4.5 (4.4) 0.1 28.0p 31.5p 36.2p 32.0p 0.1p 34.5p 7.9 200.5 70.6 (55.1) (35.5) 188.4 601.0p 20.4% 24.2 20.5 69.1 387 728 2,008 1,538 7,452 4,486 0.8 197.6 57.9 (25.4) (33.4) 197.5 (4.4) 200.8 26.3 2.0 (27.7) 197.0 386.5p 400.0p 12.5% 22.8 22.0 71.0 405 609 2,007 1,294 7,715 4,653 11.5% 20.4 19.7 71.2 425 494 2,070 1,040 7,626 4,244 1 Before items described in note 2 below. 2 Includes exceptional items (proﬁt/loss on disposal/termination of property interests, impairment charges, restructuring costs, impairment charges, provision for onerous leases) and other non-underlying items of amortisation of intangible assets (excluding software) and the impact of non-cash foreign currency adjustments under IAS 39 and IAS 21 as set out in note 6 to the consolidated ﬁnancial statements. 3 International stores are owned by franchise partners, joint ventures and associates. 4 Restated for Amendments to IAS 38 (2008 balance sheet only). 104 Mothercare plc Annual report and accounts 2012 Shareholder information Shareholder analysis A summary of holdings as at 30 March 2012 is as follows: Banks, insurance companies and pension funds Nominee companies Other corporate holders Individuals Mothercare ordinary shares Number of shares million Number of shareholders 417,546 73,342,826 10,252,241 4,624,149 88,636,762 7 721 121 23,249 24,098 As can be seen from the above analysis, many shares are registered in the name of a nominee company as the legal owner. The underlying holder of shares through a nominee account is the beneﬁcial owner of these shares, being entitled to the capital value and the income arising from them. An analysis of these nominee holdings shows that the largest underlying holders are pension funds, with unit trusts and insurance companies the other major types of shareholder. Individual shareholders owning 500 or more Mothercare shares are entitled to a 10% discount in deﬁned denominations on up to £500 of merchandise in Mothercare and Early Learning Centre stores in the UK. If an individual shareholding of 500 or more shares is not on the share register but is held through a nominee or trustee, the book of vouchers can nevertheless be obtained. Eligible shareholders can request a voucher booklet by sending their name, address and shareholder account number by email to investorrelations@mothercare.com or by writing to the registered ofﬁce. Share price data Share price at 30 March 2012 (26 March 2011) Market capitalisation Share price movement during the year: High Low 2012 2011 166.00p £147.1m 474.00p £419.7m 477.20p 127.30p 627.50p 466.50p All share prices are quoted at the mid-market closing price. For capital gains tax purposes: the market value on 31 March 1982 of one ordinary share in British Home Stores plc is 155p and of one ordinary share in Habitat Mothercare plc is 133p; and the market value of each Mothercare plc 50p ordinary share immediately following the reduction of capital and consolidation for the purpose of allocating base cost between such shares and the shares disposed of as a result of the reduction is 135p. Registrars and transfer ofﬁce Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA Financial calendar Annual General Meeting Announcement of interim results Payment of interim dividend Preliminary announcement of results for the 52 weeks ending 30 March 2013 Issue of report and accounts Annual General Meeting Payment of ﬁnal dividend 2012 19 July 20 November 2013 February end May mid June mid July mid August Registered ofﬁce and head ofﬁce Cherry Tree Road, Watford, Hertfordshire WD24 6SH Telephone 01923 241000 www.mothercareplc.com Registered number 1950509 Group general counsel and company secretary Tim Ashby Registrars Administrative enquiries concerning shareholders in Mothercare plc for such matters as the loss of a share certiﬁcate, dividend payments or a change of address should be directed, in the ﬁrst instance, to the registrars: Equiniti Limited Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA Telephone 0871 384 2013 (calls to this number are charged at 8p per minute from a BT landline. Other telephony providers’ costs may vary). Lines are open 08:30 to 17:30, Monday to Friday. www.equiniti.com Mothercare plc Annual report and accounts 2012 105 F i n a n c a i l s t a t e m e n t s Shareholder information continued Postal share dealing service A postal share dealing service is available through the Company’s registrars for the purchase and sale of Mothercare plc shares. Further details can be obtained from Equiniti on 0871 384 2248 (calls to this number are charged at 8p per minute from a BT landline. Other telephony providers’ costs may vary). Lines are open 08:30 to 17:30, Monday to Friday. Stockbrokers The Company’s stockbrokers are: JPMorgan Cazenove & Co Limited 20 Moorgate, London EC2R 6DA Telephone 020 7155 5155 Numis Securities Limited The London Stock Exchange Building 10 Paternoster Square London EC4M 7LT Telephone 020 7260 1000 ShareGift Shareholders with a small number of shares, the value of which makes it uneconomic to sell them, may wish to consider donating them to charity through ShareGift, a registered charity administered by The Orr Mackintosh Foundation. The share transfer form needed to make a donation may be obtained from the Mothercare plc registrars, Equiniti Limited. Further information about ShareGift is available from www.sharegift.org or by telephone on 020 7930 3737. 106 Mothercare plc Annual report and accounts 2012 Notes Mothercare plc Annual report and accounts 2012 107 F i n a n c a i l s t a t e m e n t s Notes 108 Mothercare plc Annual report and accounts 2012 Designed and produced by MerchantCantos www.merchantcantos.com Printed by Park Communications on FSC® certiﬁed paper. Park is an EMAS certiﬁed CarbonNeutral® Company and its Environmental Management System is certiﬁed to ISO14001. 100% of the inks used are vegetable oil based, 95% of press chemicals are recycled for further use and, on average, 99% of any waste associated with this production will be recycled. This document is printed on Amadeus coated 50 silk, a paper containing 50% recycled ﬁbre (25% post consumer and 25% pre consumer) and 50% virgin ﬁbre sourced from well managed, sustainable, FSC® certiﬁed forests. The pulp used in this product is bleached using an elemental chlorine free (ECF) process. Mothercare plc Cherry Tree Road Watford Hertfordshire WD24 6SH T 01923 241000 F 01923 206376 www.mothercareplc.com Registered in England number 1950509

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