Marks and Spencer

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.

Marks & Spencer group plc Monitor

Marks and spencer group plc Annual Report 2017
CR Monitor Issue: 
2018/0203
Company covered: 
Marks & Spencer Group plc
Period End: 
1 April, 2017
Report issued on 2 February 2018 covered the following practice issues:
Change
Identification of new principal risk factors relating to "talent & succession", "UK store estate", and "third party management".
Change
Auditors' report presentation enhanced by inclusion of audit approach summary.
Change
New key audit risk identified in respect of "Accounting for exit costs of certain wholly owned international businesses".
Change
Past service cost recognised on closure of defined benefit pension plan to future accrual.
Change
Disclosure of proposed changes to directors remuneration policy.

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.

Marks and Spencer Group plc Monitor

Marks and Spencer Group plc Annual Report 2016
CR Monitor Issue: 
2017/0312
Company covered: 
Marks and Spencer
Period End: 
2 April, 2016
Report issued on 28 March 2017 covered the following practice issues:
New
Acquisition of additional interest in joint venture recorded as step acquisition.
Divergence
Calculation of goodwill in respect of step acquisition unclear leading to doubt over IFRS compliance.
New
Intangible impairments recognised in respect of European business.
Change
Auditors’ report presentation enhanced through inclusion of pie-chart and graphs.
Change
Financial statement period extended.
Change
Proposed changes to employee retirement benefits disclosed as a post balance sheet event.

Brexit Disclosures in Listed Company Annual reports

The referendum vote to leave the European Union (EU) has undoubtedly led to uncertainty for business and will potentially have far reaching impacts for companies from many different industries. This report, pulled together in March 2017, focuses on the information that companies have disclosed within their annual reports during the latter half of 2016. It sets out disclosures around risk as well as the disclosure of Brexit impacts which have already been felt and the resulting ramifications.

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. 

Marks and Spencer Group plc Monitor

Marks and Spencer Annual Report 2015
CR Monitor Issue: 
2015/1202
Company covered: 
Marks and Spencer
Period End: 
28 March, 2015
Report issued on 14 December 2015 covered the following practice issues:
Change
Separate reconciliation introduced for current tax in relation to accounting profit.
New
Impending viability statement requirement related to principles of integrated reporting.

Capital management - Marks & Spencer

Period End: 
30 March 2014
Period End Date: 
2014-03-30
Listing Status: 
FTSE 100, S&P Europe 350
ICB Industry Classification: 
5373 Broadline Retailers
Auditor: 
PricewaterhouseCoopers