J Sainsbury

UK Corporate Governance Code

Corporate governance has faced immense scrutiny recently following the high-profile collapses of BHS in 2016 and Carillion in January 2018, with MPs, the media and the public blaming the actions of the directors and auditors and all asking the same question… where was the board?

MPs, shareholders and the public have also been asking how effective the Financial Reporting Council’s (FRC) Corporate Governance Code has been in deterring poor corporate governance at the UK’s largest companies, following a raft of corporate failures. In July 2018 the FRC released a new UK Corporate Governance Code, (the Code) for listed companies in the UK. It also issued an update on its Guidance on Board Effectiveness. The Code is applicable to all companies with a premium listing, whether incorporated in the UK or elsewhere.

The new Code applies to accounting periods beginning on or after 1 January 2019, so with that in mind, this Common Practices report looks at how companies have been reporting on the current Code. We look at some good examples of reporting and look at the “explanations” made regarding compliance with the Code. We also discuss what’s new in the 2018 Code to enable readers to prepare for the upcoming changes.

The annual reports of 25 UK listed companies with year-ends between 31 December 2017 and 30 September 2018 were selected at random for review, across a range of industries. The full list of sample companies detailing company name, period end, auditor and industry classification can be found at the end of this report.

Segment Reporting

The requirement to disclose information on operating segments has been around for a number of years, firstly under IAS 14 Segment Reporting, and currently under IFRS 8 Operating Segments which has been applicable for entities with publicly traded debt or equity instruments (or those which are about to publicly trade) since 2009.
This report looks at the operating segment disclosures in the consolidated financial statements of 20 UK listed companies selected at random.

J Sainsbury PLC Monitor

J Sainsbury PLC Annual Report Year
CR Monitor Issue: 
Company covered: 
J Sainsbury PLC
Period End: 
31 March, 2018
Report issued on 09 October 2018 covered the following practice issues:
Inclusion of separate sections in the audit report discussing directors and auditors responsibilities and key audit matters.
Net debt analysis extended to include a reconciliation of movements in liabilities arising from financing activities.
Disclosure in respect of significant post balance sheet business combination.
Extended dis-aggregation in respect of the disclosure of finance income and costs.
Prior year business combination amounts finalised leads to an increase in goodwill.

J Sainsbury plc Monitor

J Sainsbury plc Annual Report 2017
CR Monitor Issue: 
Company covered: 
J Sainsbury plc
Period End: 
11 March, 2017
Report issued on 30 January 2018 covered the following practice issues:
Presentation of a detailed breakdown of provisional business combination fair values.
Non-quantified disclosure of future impacts on adoption of IFRS 9, IFRS 15 and IFRS 16.
Segment disclosures enhanced by inclusion of cash flow breakdown.
Remuneration report includes disclosure of proposed changes in directors remuneration.
Financial risk management disclosures enhanced by inclusion of analysis of maximum credit risk exposures.

Fair value measurement information under IFRS

IFRS 13 “Fair value measurement” sets out a single consistent framework for measuring fair value within IFRS financial statements and outlines a standardised set of disclosures in respect of fair value measurements. IFRS 13 has been mandatory now for some years, with application being required for annual reporting periods beginning on or after 1 January 2013. This report sets out the results of how requirements of the standard have been put into practice, both in terms of measurement and disclosure, in the consolidated financial statements of 139 large public limited companies with year ends between 31 March 2016 and 1 April 2017. It is not an exhaustive study of all aspects of IFRS 13 application and its conclusions are limited to our findings in respect of the areas analysed within the financial statements reviewed.

Operating Lease disclosures under IFRS

This report sets out our findings in respect of a review of the operating lease disclosures when acting as lessee of 35 companies listed on the London stock exchange. We consider a number of points including the disclosure, as currently governed under IFRS by IAS 17 “Leases”, of total future minimum lease payments focusing on the assets identified and the time periods presented; disclosure of minimum sublease payments expected to be received; disclosure of lease and sublease payments recognised in the period; and disclosure of the general terms of significant leasing arrangements including contingent rent payable basis, the existence and terms of renewal or purchase options and escalation clauses and restrictions imposed by lease arrangements such as those concerning dividends, additional debt and further leasing. 

Financial instruments - J Sainsbury plc

Period End: 
14 March 2015
Period End Date: 
Listing Status: 
FTSE Mid 250, S&P Europe 350
ICB Industry Classification: 
5337 Food Retailers & Wholesalers

Share Premium and Elimination of Authorised Capital, an emerging issue under IFRS

This report reviews a selection of companies that have issued shares but have placed share premium to distributable reserves rather than share premium account.

J Sainsbury plc Period End 20 March 2010

J Sainsbury plc Annual Report 2010
Vehicle company used to create distributable reserves on a share issue
UK retailer J Sainsbury uses a vehicle company in a share issue and applies merger relief under the Companies Act 2006 to create £102 million distributable reserves, bypassing its requirement for application of share premium to a non-distributable reserve.