Annual Report 2021
Annual Report 2021
Annual Report 2021
CONTENTS
OVERVIEW
2 HIGHLIGHTS
6 OUR BRANDS
30 WHERE WE ARE
36 EXECUTIVE CHAIRMAN’S STATEMENT
STRATEGIC REPORT
44 BUSINESS MODEL
46 OUR STRATEGY
51 PRINCIPAL RISKS
79 BUSINESS REVIEW
83 FINANCIAL REVIEW
88 PROPERTY AND STORES REVIEW
96 CORPORATE AND SOCIAL
RESPONSIBILITY
140 THE JD FOUNDATION
154 SECTION 172 STATEMENT
GOVERNANCE
160 THE BOARD
162 DIRECTORS’ REPORT
168 CORPORATE GOVERNANCE REPORT
176 AUDIT COMMITTEE REPORT
179 DIRECTORS’ REMUNERATION REPORT
FINANCIAL STATEMENTS
210 STATEMENT OF DIRECTORS’
RESPONSIBILITIES
212 INDEPENDENT AUDITOR’S REPORT
226 CONSOLIDATED INCOME STATEMENT
226 CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
227 CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
228 CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
229 CONSOLIDATED STATEMENT OF
CASH FLOWS
230 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
313 COMPANY BALANCE SHEET
314 COMPANY STATEMENT OF CHANGES
IN EQUITY
314 NOTES TO THE COMPANY FINANCIAL
STATEMENTS
GROUP INFORMATION
326 FINANCIAL CALENDAR
327 SHAREHOLDER INFORMATION
328 FIVE YEAR RECORD
329 ALTERNATIVE PERFORMANCE
MEASURES
NY
NEW STORE IN
c
HIGHLIGHTS
26%
WORLD
£3,161.4m
£2,378.7m
1.63p
1.55p
41% 29% 4%
2021 2021
2020 2020
2019 2019
2018 2018
2017 2017
£421.3m £324.0m
£438.8M £348.5M
£355.2m £339.9m
£307.4m £294.5m
£244.8m £238.4m
2021 2021
2020 2020
2019 2019
2018 2018
2017 2017
BASIC EARNINGS PER ORDINARY SHARE ADJUSTED BASIC EARNINGS PER ORDINARY SHARE*
23.05p 32.19p
25.29P 34.26P
26.90p 28.44p
23.83p 25.15p
18.38p 19.04p
2021 2021
2020 2020
2019 2019
2018 2018
2017 2017
£1,496.4m £795.4m
£1,289.2M £429.9M RETAIL MULTI CHANNEL WHOLESALE
£1,076.8m £125.2m
£834.3m
£578.8m
£309.7m
£213.6m
57% 40% 3%
2021 2021
2020 2020 GROUP REVENUE BY
2019 2019
2018 2018 CHANNEL
2017 2017
2 3
*Throughout the Annual Report ‘*’ indicates the first instance of a term defined and is explained in the Alternative Performance Measures on page 329.
Exceptional items are disclosed in Note 4 of the financial statements.
2021 2020
The JD Group now has over The JD Group acquired Shoe Palace, JD opened its
2,600 stores in 20 territories, a retailer of branded sports footwear first store in
including over 850 JD stores, as and apparel based on the West Times Square,
we continue to expand. Coast of the U.S. On acquisition, New York, USA;
Shoe Palace had 167 stores, most of JD’s first flagship
which are in California, with a strong
in the U.S.
connection with Hispanic and Latino
communities.
4 5
OUR
BRANDS
6
WHO WE ARE
853
JD is a sports fashion, multichannel
retailer of branded sports and casual wear,
combining globally recognised brands
such as Nike, adidas, Puma and The North
Face, with strong private labels such as
Pink Soda and Supply & Demand to provide
an elevated consumer experience. JD is
STORES
19
an industry leading retail business which
combines the best of physical and digital
retail to give a compelling consumer
proposition which enables its customers
to shop seamlessly across all channels. JD
now has over 850 stores in 19 territories
worldwide with the first store in New
Zealand expected to open later in the year.
TERRITORIES ACROSS
THE GLOBE
8 9
33 2
Established in 2000, Size? specialises in Footpatrol is famous for supplying the
supplying the finest products from the best sneaker fraternity with the most desirable
brands in footwear, apparel and accessories. footwear, apparel and accessories
Initially set up to trial edgier product specialising in new and classic sneakers,
collections before introducing them to the limited editions, Japanese exclusives and
mass market through the JD fascia, the rare deadstock. The original Footpatrol
Size? offer has since grown to include its
own roster of highly sought-after worldwide
STORES store is based in the heart of Soho on
Berwick Street which is complemented
STORES
exclusive product releases. Outside of the with a second store on the fashionable
UK and Republic of Ireland, Size? has stores Rue de Temple in Paris. Footpatrol also has
in Belgium, Denmark, France, Germany, Italy, dedicated local language sites for seven
the Netherlands and Spain. Size? is planning other countries including the Netherlands
to open its first store in North America later and Germany.
in the year with a store in Toronto, Canada.
10 11
66 163
Chausport operates throughout France Sprinter is one of the leading sports
retailing leading international footwear retailers in Spain selling footwear, apparel,
brands such as adidas, Nike and Timberland accessories and equipment for a wide range
to a more family focused customer through of sports as well as lifestyle casual wear
a network of 66 stores and a trading and childrenswear. Their offer includes both
website. international sports brands and successful
STORES private labels.
STORES
12 13
107 95
Sport Zone is a well-established and Sports Unlimited Retail operates in the
leading multibranded sports retailer in Netherlands under the Perry Sport and
Portugal offering a wide apparel, footwear, Aktiesport fascias. Aktiesport is the largest
accessories and equipment range across sports retail business in the Netherlands
multiple sports. with a sharp focus on selling football and
lifestyle goods from various brands such as
STORES Nike, adidas, Under Armour and FILA. Perry
Sport is a sports and adventure retailer with
STORES
a focus on functional sports, sports lifestyle
and adventure simultaneously.
14 15
464 167
Finish Line is one of the largest retailers of Shoe Palace is a retailer of branded sports
premium, multibranded athletic footwear, footwear and apparel located on the West
apparel and accessories in the United States. Coast of the United States. Shoe Palace
Finish Line trades from over 460 branded currently has 167 stores, the vast majority
retail stores in more than 40 US states and of which trade under the Shoe Palace
Puerto Rico and is also the exclusive partner banner. More than half of the stores are
of athletic shoes for Macy’s. STORES located in California, although there is also STORES
an established retail presence in Texas,
Nevada, Arizona, Florida, Colorado, New
Mexico and Hawaii, with the store network
supported by a developing e-commerce
platform. Shoe Palace prides itself on its
consumer connection with Hispanic and
Latino communities and its strong social
media presence.
16 17
4 38
Livestock is renowned in Canada for being JD Gyms offers seriously stylish, seriously
the premier destination in the country affordable, award winning facilities
for limited release and classic sneakers. across 38 prime locations and plays host
Accompanied by a premium apparel to a bespoke mix of industry leading
offering, Livestock has four stores and a fitness equipment and an exciting range
website trading as www.deadstock.ca. This of fitness classes. The 38 sites include
business will provide the platform for the STORES seven sites which previously operated LOCATIONS
development of JD Group fascias in Canada. as Xercise4Less. A further 32 gyms
were still branded as Xercise4Less at
the year-end although 12 of these have
subsequently been converted to JD.
18 19
39 2
20
Tessuti is a leading retailer of high fashion, Scotts retails fashion and sport led brands
aspirational brands catering to both men with authority to older, more affluent male
and women. Tessuti offers its consumers consumers largely beyond school age,
a unique shopping experience through stocking brands such as Lacoste, Fred Perry,
its website and concept stores and is Pretty Green and Paul & Shark.
a consumer destination for luxury and
desirable high fashion items, ranging from
STORES STORES
STORES
footwear and accessories to apparel. Tessuti
stocks brands such as Hugo Boss, Polo
Ralph Lauren, Parajumpers and Stone Island.
20 21
57
Mainline Menswear is an online niche retailer Blacks is a long established retailer of
of premium branded men’s apparel and specialist outdoor apparel, footwear and
footwear, stocking brands such as Armani, equipment. Blacks primarily stock more
Hugo Boss and Ralph Lauren. technical products from premium brands
such as Berghaus and The North Face
helping outdoor participants, from weekend
family users to more avid explorers, reach
their goals, no matter how high.
STORES
22 23
93 66
Millets supply a more casual outdoor Go Outdoors (‘GO’) focuses on innovation
customer who seeks value for money, and authenticity whilst never losing sight
providing for a wide range of recreational of the consumer expectation for value.
activities with an emphasis on exclusive GO helps people to step into the outdoors
brands, such as Peter Storm and Eurohike. whether it’s to go walking, camping, cycling
or fishing. From unique product areas to
STORES strong exclusive brands such as Hi-Gear,
North Ridge and Freedom Trail, GO is
STORES
constantly looking for fresh ideas to keep
things fun. A number of GO stores also now
benefit from specialist sections for fishing
and equestrian leveraging off the specialist
knowledge and reputation at Fishing
Republic and Naylors respectively.
24 25
13 3
Tiso is Scotland’s leading adventure sports Fishing Republic aims to supply the best
retailer specialising in outdoor, mountain, choice and value in UK angling. Trading from
skiing and cycling. Originally founded in three stores and a number of concessions
1962, their reputation for quality has been within our Go Outdoors stores, Fishing
established over 58 years. The Tiso group Republic prides itself on providing expert
is based in Scotland but includes the iconic advice and guidance. A vast range of
George Fisher store in the English Lake
District.
STORES products are available both in-store and via
the online tackle shop covering all angling
STORES
disciplines, from carp and coarse, to sea, fly
and predator fishing.
26 27
3
Naylors has built a solid reputation for
providing quality equestrian apparel,
footwear, tack and horse supplies. Whether
you are a happy hacker, a competitive
rider, or simply love to get outdoors in the
countryside, Naylors is your go-to store,
for all things equestrian, country and
pets. Naylors stock the biggest brands in
STORES
the industry including Ariat, Horseware,
WeatherBeeta, Barbour and Dubarry.
28 29
FROM THE NORTH WEST
OF ENGLAND TO THE
WEST COAST OF THE US
The Group has over 2,600 stores
across a number of retail fascias and
is proud of the fact that it always
2,636
STORES
provides its customers with the latest
products from the very best brands.
The Group embraces the latest
online and in-store digital
technology providing it with a
truly multichannel, international
platform for future growth.
SWEDEN
FINLAND
CANADA
DENMARK
UNITED KINGDOM
AUSTRIA
REPUBLIC OF IRELAND
FRANCE
SPAIN GERMANY
PORTUGAL ITALY
SOUTH KOREA
US
THAILAND
MALAYSIA
SINGAPORE
Where we are
AUSTRALIA
30 31
SPORTS FASHION FASCIAS
JD UK AND ROI STORES 000 SQ FT OTHER ASIA PACIFIC STORES 000 SQ FT
2020 11 47 2020 – –
2021 33 48 2021 4 8
2020 37 54 2020 – –
(i) Chausport (France), Sprinter (Spain), Sport Zone (Portugal) and Perry Sport / Aktiesport (the Netherlands).
(ii) Shoe Palace includes four stores trading as Nice Kicks.
FASHION UK STORES 000 SQ FT
32 33
OUTDOOR FASCIAS
BLACKS STORES 000 SQ FT
2021 57 204
2020 57 204
2021 93 195
2020 97 203
2021 5 113
2020 6 146
2021 13 93
2020 13 93
2021 66 1,880
2020 67 1,945
2021 3 15
2020 5 22
2020 – –
TOTAL
2021
STORES
240
000 SQ FT
2,525
STATEMENT
2020 245 2,613
34 35
EXECUTIVE CHAIRMAN’S STATEMENT transforming both the awareness of the
Group and our reputation with potential
SIGNIFICANT M&A TRANSACTIONS
36 37
EXECUTIVE CHAIRMAN’S STATEMENT
DTLR UPDATE ON FOOTASYLUM SUPPLY CHAIN DEVELOPMENTS AND COVID-19 LEASE NEGOTIATIONS
On 31 January 2021, we exchanged contracts The Competition and Markets Authority BREXIT It has been well publicised that we have
on the conditional acquisition of DTLR Villa (‘CMA’) announced in its Final Report in We successfully kept our warehouses withheld the payment of some rents across
LLC which is based in Baltimore, Maryland. May 2020 that it had decided to prohibit running throughout the pandemic by our global retail estate this year where
At exchange, this business had 247 stores the merger with Footasylum and that, adopting new operating procedures and we have been forced to close stores as a
trading primarily as DTLR across 19 states. consequently, it required the Group to investing in the necessary modifications result of the pandemic. We have worked
The transaction was subject to certain fully divest its investment. This decision which ensured the safety of our colleagues tirelessly with our landlord partners in all
conditions, including those related to the was subsequently quashed on appeal in whilst on site. However, given that markets to find solutions to support the
Hart–Scott–Rodino Antitrust Improvements November 2020 by the Competition Appeal sales through online channels will, in all business through these closure periods. We
Act, with formal completion taking place on Tribunal (‘CAT’) who determined that the probability, remain at an elevated level and have now reached agreement in the vast
17 March 2021. case should be passed back to the CMA for that our warehouses may need to operate majority of cases and continue to engage
As with Shoe Palace, we fully recognise full reconsideration. Subsequently, the CMA with social distancing restrictions for the with the small number of those landlords
and appreciate the rich connection that asked both the CAT and the Court of Appeal foreseeable future, we have concluded that who, to date, have not been prepared to
DTLR has with the communities where its for leave to appeal the CAT’s decision we require additional warehousing capacity share any of the financial burden during this
stores are located. Therefore, this is another but, on each occasion, this was refused. in the UK which can be dedicated to the challenging time when our stores have not
excellent complementary fit to our existing Accordingly, the merger with Footasylum fulfilment of online orders. In this regard, been trading.
businesses, strengthening our connection will now be re-examined by the CMA; a we have signed a Letter of Intent with
with the African American communities in process expected to take several months. Clipper Logistics Plc for Clipper to provide GOVERNMENT SUPPORT
the North and East of the United States. The continuation of the temporary store a range of logistics operations, including The Group acknowledges the various public
closures into the new financial year together warehousing and e-fulfilment. These new sector initiatives which were put in place
with the reduction in the support available services are planned to commence later in in a number of territories where it operates
SIZEER the year. At this point, our warehouse at
On 11 March 2021, we exchanged contracts for local authority rates have inevitably to provide support to businesses on
had a negative impact on the expectations Kingsway will largely focus on the supply taxation, including those related to property
on the conditional acquisition of a 60% of product for physical stores which better
stake in Marketing Investment Group for the performance of Footasylum in the occupation, and the costs of employment.
year to 29 January 2022. Furthermore, suits the current automation equipment at This support included the furlough scheme,
Spółka Akcyjna which is based in Krakow, the site.
Poland. At exchange, this business had 410 there is inevitably considerable uncertainty and its equivalents in other countries,
stores trading as either Sizeer or 50 Style as to whether levels of footfall into the Further, the terms of the UK’s trading which achieved their objectives of
across nine countries in Central and Eastern Footasylum stores, which attract an older agreement with the European Union conserving jobs as, without this support,
Europe. Completion of this acquisition is demographic than JD, will recover to historic mean that we no longer enjoy ‘tariff it is likely we would have had to make
subject to receiving clearance from the levels which could adversely impact the free’ frictionless trading with our former tens of thousands of our colleagues,
relevant competition authorities which is longer term viability of certain stores. As a European partners. As a consequence, particularly those who work in stores,
anticipated before the end of May 2021. consequence, the financial projections no we are now incurring some duties and redundant. To help minimise the financial
Once completed, this acquisition will provide longer support the carrying value of the disruption from Customs checks on the impact on affected colleagues, the Group
us with an infrastructure and management fascia name and goodwill which arose on transfer of goods from the UK into EU has voluntarily enhanced the furlough
team for the future development of JD in the acquisition with a charge of £55.6 million countries. We have been able to reduce payments in the UK for those colleagues
Central and Eastern Europe. recognised in relation to the impairment of our exposure to the adverse consequences paid above the £2,500 monthly cap.
these assets. of Brexit by opening an 80,000 sqft During the year, the Group was granted
In the meantime, whilst the results of warehouse in Belgium in Autumn 2020 a £300 million facility under the UK
Footasylum continue to be consolidated which is fulfilling a large proportion of Government’s Covid Corporate Financing
within the Group’s financial statements, we our core ranges and fastest moving lines Facility Scheme. The Group did not access
continue to observe the CMA’s ongoing required for stores in Mainland Europe. This this facility at any time with the scheme
enforcement undertakings which oblige site is functioning very well but it does not closing on 22 March 2021.
us to operate the Footasylum business provide a solution for either online orders or
separately from the rest of the Group. product destined for the Republic of Ireland.
In this regard, we are currently fitting out a
65,000 sqft warehouse near Dublin which
will become operational in the second half
of this year. We also continue to review
opportunities for a larger permanent facility
in Europe which can process substantially
all of the volume required for stores and
online orders in Mainland Europe although
it will likely be Autumn 2022 before an
enlarged facility would be available for use.
38 39
EXECUTIVE CHAIRMAN’S STATEMENT
40 41
STRATEGIC
REPORT
42 43
BUSINESS MODEL
20 54,385
COLLEAGUES
TERRITORIES
2,636
STORES
KEY INPUTS
INTERNATIONAL
BRANDS
OWN BRANDS SUPPLY CHAIN
TECHNOLOGY
AND IT
INFRASTRUCTURE
THIRD PARTY
LOGISTICS
• Providing customers with exclusive ranges from the best brands in sports fashion and outdoor.
• Market leading online and in-store technology. STORE COLLECTION
• World class standards. OR HOME DELIVERY
44 45
OUR STRATEGY
GLOBAL EXPANSION ASIA PACIFIC We look to protect profitability by believe this multichannel capability is a key
The Group’s principal JD fascia has been There has been further expansion in maintaining a rigorous analytical approach differentiator for our business.
widely recognised for a number of years as Australia with an additional six stores to managing product rate of sale and Our digital and social media channels are
the leading retailer of branded and private opening in the year. minimising markdown. Whilst we will important destinations for our customers
label sports fashion apparel and footwear Extending the global reach of our JD fascia promote product where appropriate, we aim with in-store digital devices (kiosk, web tills
in the UK and Ireland. Increasingly, the is viewed positively by the international to avoid short-term reactive discounting and iPad’s) also giving customers additional
JD fascia is attracting a similar reputation brands, both existing and new, and we look unnecessarily when our proposition is well options to purchase in store as they enable
internationally where we now have more to leverage that positive regard for our differentiated. access to the full product range on the
than 850 stores across 19 countries with JD proposition by negotiating enhanced access website and the full inventory held in the
Group fascias scheduled to open in Canada to new and often exclusive products, further STORE PORTFOLIO warehouse. Our multichannel capabilities
and New Zealand later in 2021. increasing the differentiation in our offer. We are engaged in omnichannel retail with also now include the ‘Pick from Store’
the retail estate being essential to brand option giving customers access to the full
Further details are provided in the Property
EUROPE and product awareness, the customers’ stock listing regardless of location.
and Stores Review on page 88.
Our previously stated ambition of overall digital experience and our ability to
opening one store on average per week provide multiple delivery points. We believe COVID-19 IMPACT
across Europe was impacted by the MARKET POSITION that the combination of a largely exclusive
We ensure that the JD retail fascia retains The penetration of online sales as a
COVID-19 outbreak but, despite this, product offering, presented in a well fitted proportion of total sales in a business varies
JD has achieved further expansion this its dynamic appeal and forges a deep store with world class standards of retail
connection with its consumers through the depending on a number of factors including
year with a net increase of 31 stores theatre, are major drivers of footfall to our customer demographics, geographical
across its existing territories. We would continual investment in our physical store stores.
portfolio, digital platforms and creative reach, technological capability and relative
anticipate regaining our previous Stores give a platform to showcase product, maturity of the website. We see the greatest
development momentum in 2021. marketing. We continually look to further
elevate the market position of the JD provide consumers with the opportunity penetrations in our specialist Size? business,
fascia and enhance the experience for the to physically see and try the product, and which has a significant international
NORTH AMERICA give us the operational flexibility and agility following, and Finish Line, which distributes
customer through the constant nurturing
The development of JD in the United States to offer an enhanced speed of service for product across the whole geography of
of global branded supplier relationships,
has also continued to gain momentum online orders. We will continue to invest in the United States and has had ‘Pick from
existing and new, which we can develop
with a further 37 stores converted from property with a focus on the international Store’ capabilities for a number of years.
and exploit to ensure our overall product
Finish Line to JD in the year complemented expansion of the JD fascia. The United States is widely regarded as
range remains both authentic and uniquely
by the opening of the JD Times Square the most mature market in the world for
appealing with our stores being highly Considerable time and financial resources
flagship store in the second half of the year. online trading with our digital team at Finish
differentiated destinations. are invested in expanding and refurbishing
Notwithstanding the operational restrictions Line highly regarded within the industry.
Our core business strength is branded sports our retail property portfolio although
caused by COVID-19, it remains our intention As such, it is not surprising that, of all our
fashion and outdoor retail presented in an we continue to work with landlords on
to convert a further 50 stores to JD in the global businesses, it was Finish Line and JD
omnichannel environment. Where we use ensuring that our portfolio of leases has
year to January 2022. in the United States that saw the greatest
private labels, we will seek to present them the maximum flexibility and the lowest
Further afield, the acquisition of Onepointfive committed cost possible. The movements retention rate through the temporary
as complementary to third party brands closure period in the first half with online
Ventures Limited in Canada will provide in store numbers and square footage at the
giving us additional options in ranging revenues equivalent to approximately
the platform to develop JD Group fascias start and end of the period are documented
and price architecture. We seek to build 75% of the combined physical and digital
in Canada where we anticipate opening our in the ‘Where We Are’ section on page 32.
very strong market positions and we look revenues in the prior year.
first store in the second half of 2021.
to maintain these through a continuous For further details please refer to the
and intensely analytical approach to Property and Stores review on page 88. In terms of our core JD fascia then online
understanding business performance. sales represented 50% (2020: 22%) of
We update our brand line up regularly, total fascia sales in the core markets of
MULTICHANNEL the UK and Republic of Ireland (excluding
endeavouring to be the partner of choice to The continuing international growth in
as many brands as possible with as much kiosk sales). During the initial closure
physical store space is complemented by period in the Spring approximately 70% of
exclusive product as possible. The Board ongoing investment in our international
considers that continuing supply from Nike the combined store and online revenues
multichannel capability through a from the prior year were retained through
and adidas, being the main suppliers of third significant multicurrency and multilanguage
party branded sporting products, to the solely digital channels. This retention rate
website estate. We utilise our digital increased to 100% through November when
Group’s core sports fashion retail operation platforms to maximise our reach and
is essential to the business of the Group. stores in the UK were closed again.
impact to consumers at a domestic and
international level with consumers able to In Europe, online JD fascia sales
shop seamlessly across all channels. We represented 29% (2020: 15%) of total
46 47
OUR STRATEGY
fascia sales. Across Europe, the average INVESTMENT IN NEW BUSINESSES ENVIRONMENTAL, SOCIAL AND This allows our ESG plans and strategy to
retention of sales through the period of the Any new business which we invest in will GOVERNANCE (ESG) STRATEGY be reviewed and scrutinised by a wider
temporary store closures in the Spring was have relevance to our core strength and all Subsequent to the Group’s FTSE 100 audience of Directors, the majority of
approximately 35% with a stronger retention businesses in the Group need to be capable entry, we have made further commitments whom hold multiple Non-Executive Director
in Northern Europe where online is more of enhanced profitability in the medium to improve our sustainability and positions with other organisations, thus
mature. term. For details of the acquisitions made environmental performance by establishing allowing our Chief Financial Officer and
in the period, please refer to Note 11. Our an ESG Committee. The Committee ESG Committee access to wider experience,
BREXIT ultimate objective is to deliver long term determines our future ESG strategy feedback and comparative environmental
The transition period ended during the sustainable earnings growth to enhance and monitors adherence to our existing performance information.
financial year on 31 December 2020. The Total Shareholder Returns (‘TSR’) through documented Sustainability and ESG
key direct and indirect risks associated share price performance and dividends, standard. Progress and updates from the
with the range of outcomes at the end whilst retaining our financial capability to ESG committee are communicated to the
of this transition period along with the invest in the growth and the sustainability of Board at scheduled Group board meetings
mitigating activities that have been, or will our propositions. Recent TSR performance is by our Chief Financial Officer.
be implemented, by the Group are detailed shown in the graph within the Remuneration
further in the Principal Risks section on Report on page 202.
page 51.
INFRASTRUCTURE AND RESOURCES
Details of the significant investments we
continue to make in logistics are included in
Supply chain
the Executive Chairman’s Statement on page
39, the Working Capital and Cash section
of the Financial Review on page 84 and the
Principal Risks section on page 51.
The actual and potential ESG-related risks faced by our business (including use of climate-
change scenario analysis) are provided within pages 56 to 71.
48 49
OUR STRATEGY
PRINCIPAL RISKS
ASSESSMENT OF PRINCIPAL RISKS AND transition period which left very little time
FINANCIAL KEY PERFORMANCE INDICATORS UNCERTAINTIES to prepare for the actual new operating
The Directors confirm that they have agreements. Indeed, some important
Note 2021 £m 2020 £m Change %
carried out a robust assessment of the guidance was only released on the night
Revenue 6,167.3 6,110.8 0.9% principal risks and uncertainties facing of the exit from the transition agreement
Gross profit % 48.0% 47.0% the Group, including those that would itself. However, our detailed planning meant
Operating profit 385.0 426.6 (9.8%) threaten its business model, future that we were well prepared in terms of the
Operating profit (before exceptional items)* 482.3 516.9 (6.7%) performance, solvency or liquidity. The new documentation that may be required
Profit before tax and exceptional items 421.3 438.8 (4.0%) principal risk areas remain the same as although there is still some disruption
Profit before tax 324.0 348.5 (7.0%) reported last year albeit impacted by the from Customs checks on the transfer of
Basic earnings per ordinary share 23.05p 25.29p additional complexities of the COVID-19 goods from the UK into the EU. Further,
pandemic and the end of the Brexit the terms of the UK’s trading agreement
Adjusted earnings per ordinary share 10 32.19p 34.26p
transition period. These principal risks are with the European Union mean that we
Total dividend payable per ordinary share 1.44p 0.28p have also lost ‘tariff free’ trading with our
described below along with explanations
Net cash at end of period 29 795.4 429.9 of how they are managed / mitigated. former European partners. We have a clear
plan to expand our European supply chain
SUPPLY CHAIN RISKS operations which will mitigate against the
On behalf of the Board
As with other retailers and distributors disruption and duties on transferring goods
into retail businesses, the Group’s core into the European Union although this will
retail business is highly seasonal and the likely take up to two years to implement
most important trading period in terms fully and it will result in significant additional
Peter Cowgill fixed cost.
Executive Chairman of sales, profitability and cash flow in its
13 April 2021 Sports Fashion fascias continues to be the
Christmas season. Lower than expected COVID-19
performance in this period may have an COVID-19 has impacted our supply chain
adverse impact on results for the full year in 2020/21 and this is outlined throughout
and may result in excess inventories that are the Annual Report where relevant. Our
difficult to liquidate. global warehousing operations have been
The Group seeks to manage this risk by impacted throughout by the ongoing
monitoring the stock levels and managing requirement to maintain strict social
the peaks in demand constantly with regular distancing. Colleague safety and wellbeing
sales reforecasting. As the Group continues has been, and continues to be, our number
to grow and expand, the seasonal peak at one priority. We have significantly reduced
Christmas becomes further exaggerated the number of colleagues on site at any one
necessitating even greater flexibility in time to ensure that social distancing can be
the Group’s warehouse and distribution maintained, and we will continue to make
network. Consequently, the risk to store further modifications as necessary to our
replenishment and multichannel fulfilment operations to ensure that we are operating
from both equipment and system failure, safely and effectively. Further, given that our
together with the inherent risk of having all warehouses may need to operate with social
the stock in one location increases. distancing restrictions for the foreseeable
future, we have concluded that we require
additional long term warehousing capacity
BREXIT in the UK which can initially be dedicated to
Colleagues were selected from each area the fulfilment of online orders. In this regard,
of the business to collectively work with we have signed a Letter of Intent with
external advisors and prepare for the Clipper Logistics Plc for Clipper to provide
possible changes that could be required a range of logistics operations, including
as a result of the various different Brexit warehousing and e-fulfilment. The new
scenarios. Ultimately, the UK Government services are planned to commence later in
reached an agreement with the European the year.
Union shortly before the end of the
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PRINCIPAL RISKS
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IN RISK TO OUR
EXPOSURE STRATEGY
2020/21
AVAILABILITY OF CONTAINERS BEFORE
Approximately 90% of the product which the Group sells is product bought from third party MITIGATING
ACTIVITIES
brands. These brands control the supply chain for these ranges and so the Group is only
responsible for the supply chain on its private label ranges. As with other businesses, we have
witnessed an increase in the cost of securing shipping containers. Where possible, we look INTELLECTUAL PROPERTY The Group works with third party
MARKET POSITION
to avoid short-term fluctuations in the cost of these containers by securing capacity in bulk The Group’s trademarks organisations to ensure that the
in advance. and other intellectual Group’s intellectual property is
During the COVID-19 pandemic, there has been a global shortage of equipment in the right property rights are critical registered in all relevant territories.
ports to meet demand, resulting in supply and demand pricing from shipping lines and non- in maintaining the value The Group also has a well-established
shipment of those containers on contracted rates. We have worked with all parties to ensure of the Group’s private Profit Protection team which actively
that we minimise these costs whilst ensuring continued supply of product. labels. Ensuring that the works to prevent counterfeit product
The supply chain risks and uncertainties that are specific to the Group and the markets in Group’s businesses can use being passed off as legitimate.
which its businesses operate are detailed further below: these brands exclusively
is critical in providing a
point of differentiation to
RISK AND IMPACT CHANGE MITIGATING ACTIVITIES LINK our customers and without
IN RISK TO OUR
EXPOSURE STRATEGY
this exclusivity we believe
2020/21 that footfall into the stores,
BEFORE visits to our websites and
MITIGATING
ACTIVITIES ultimately conversion of
these visits into revenues
would all be reduced.
KEY SUPPLIERS AND The Group seeks to ensure it is not
MARKET POSITION
BRANDS overly reliant on a small number of
The retail fascias offer a athletic brands by constantly adding
proposition that contains new brands to its offer and by offering
a mixture of third party a stable of evolving private labels.
and private label product. Where possible, the Group’s retail
The Group maintains and fascias also work in partnership
is dependent on long term with the third party brands in their
supplier relationships. business on the design of bespoke
The retail fascias are product which is then exclusive to the
heavily dependent on the Group’s fascias.
products and the brands Furthermore, the Group continues to
themselves being desirable actively seek additional brands which
to the customer if the it can either own or license exclusively.
revenue streams are to
grow. Therefore, the Group
needs all of its third party
and private labels, including
brands licensed exclusively
to it, to maintain their design
and marketing prominence
to sustain that desirability.
The Group is also subject
to the distribution policies
operated by some third-
party brands both in terms
of the fascias which can
sell the ranges and, more
specifically, the individual
towns or retail centres.
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PRINCIPAL RISKS
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IN RISK TO OUR
RISK AND IMPACT CHANGE MITIGATING ACTIVITIES LINK EXPOSURE STRATEGY
IN RISK TO OUR 2020/21
EXPOSURE STRATEGY BEFORE
2020/21 MITIGATING
BEFORE ACTIVITIES
MITIGATING
ACTIVITIES
EUROPEAN WAREHOUSE The Group has taken the following
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) RISKS This year, the Group has commenced the The Group recognises the TCFD
Improving the sustainability and environmental performance of the Group has been an requirements of the Task Force on Climate- recommendation to quantify financial
integral facet of our business plan over recent years with efforts intensifying due to both related Financial Disclosures (TCFD) within impact of strategic climate-related risks.
external pressures and our increasing global footprint. The Group continues to adhere to our reporting by mapping our ESG-related Considerable time has been invested in our
Environmental, Social and Governance (ESG) best practice by identifying and detailing progress against the structures provided by attempts to fulfil this requirement. However,
climate-related and social impact risks. the TCFD see page 110 for summary. our research into quantifying climate risks
In our 2020 Annual Report, the Group aggregated our known ESG risks, impacts and The Group continues to use globally- identified that (owing to the current lack
mitigating activities within a new ‘ESG’ risk section, a measure that received a very positive recognised independent benchmarks to of standard calculation method) there are
response from our shareholders. assess our ESG performance and to help large variances in the interpretations and
identify ESG-related risks. Recognition of estimates from the leading brands that
the prioritisation of environmental and have provided estimates. As TCFD becomes
ESG RISK IDENTIFICATION AND MANAGEMENT social considerations within our corporate more widely adopted (or mandatory), we
strategy has been evidenced via the Carbon anticipate that more accurate, verifiable
ESG RISK IDENTIFICATION – SOURCES: climate-related financial planning risks can
Disclosure Project (CDP) assessment of our
FORMAL: INFORMAL: Carbon Management, Water Security and be provided. The Group continues to discuss
• International NGOs (e.g. United Nations) • Media coverage Forests disclosures. climate-related risks within our regular
• Global inter-governmental organisations • Customer feedback financial planning activities, primarily via the
• National-level government/regulatory • Industry forum feedback (e.g. British Retail Robust governance, transparency and Group ESG committee, chaired by our Chief
consultations Consortium) accountability principles underpin our Financial Officer.
• National government notifications • Supplier engagement approach across all areas of the business.
• Financial Conduct Authority updates • Independent market reports Understanding and assessing ESG risks
• Independent benchmarks (e.g. Carbon supports our efforts to mitigate and manage
Disclosure Project) accordingly, benefitting both the Group, and
• Global, issue-based initiatives (e.g. RE100 the local environments in which we operate.
– renewable energy targets We have identified specific ESG ‘Risk and
• Audit recommendations Impacts’ within the section below. For the
2021 Annual report, we have categorised
the ESG risks as ‘short’, ‘medium’ and
Risk identified ‘long term’.
Review supply
chain compliance
Embed compliance
model (own Feedback from
operations) ESG Committee
Short term
Medium term
Long term
Risk
included in
the Annual
Report
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IN RISK TO OUR 2020/21
EXPOSURE STRATEGY BEFORE
2020/21 MITIGATING
BEFORE ACTIVITIES
MITIGATING
ACTIVITIES
ENVIRONMENTAL – CLIMATE CARBON EMISSIONS (CONTINUED)
ENVIRONMENTAL (ESG)
ENVIRONMENTAL – CLIMATE CARBON EMISSIONS CHANGE (CONTINUED) Nike Inc has a 2030 Science-Based
ENVIRONMENTAL (ESG)
CHANGE The Group has direct control of a As a consequence of the Target to reduce its carbon footprint
The 2016 Paris Agreement limited number of non-retail sites US re-joining the Paris by 65% in owned or operated spaces
called for science based but proactively manages the energy Agreement, we envisage that and by 30% across their extended
targets to limit global use and carbon emissions of our it will also introduce additional supply chain1. Nike has also set a
warming at a maximum level global retail businesses (within leased legislation for businesses, target of 70% absolute reduction of
of 2°c increase. A level of buildings). related to carbon emissions Greenhouse Gases in owned or self-
1.5°c global warming impacts and the 1.5°c scenario. operated facilities by end of FY25 and
The Group analyses the robustness measures to decrease energy use and
on natural and human of its Climate Change strategy, risk The largest risk to the Group
systems and accordingly of not achieving our emission CO2e emissions 35% per kg in textile
assessment and performance via dyeing and finishing processes.
recommendations are in place the established, independent global reduction targets is linked
for mitigation pathways to try benchmark of the Carbon Disclosure to the ability of our largest adidas has committed to an annual
and restrict global warming Project (CDP). merchandise suppliers to absolute CO2e reduction of 3% and
to the 1.5°c scenario. achieve their own carbon has also committed to achieving a
During the financial year, the Group reduction targets. Our 30% reduction in CO2 emissions by
Within the UK, the 2019 UK achieved an improved CDP Carbon
Climate Act and Carbon suppliers account for over 2030, thus paving their way to climate
Management score of ‘A-’, establishing 71% of Group’s Scope Three neutrality by 20502.
Reduction Commitment the Group as a ‘leader’ with its
(including ‘Streamlined emissions targets, with Nike Our continued progress in identifying,
approach to this essential risk category. and adidas accounting for the
Energy and Carbon managing, and reducing Scope
Reporting’) has already been The Group takes a pro-active approach largest percentage. Three emissions mitigates Group
implemented, and the Group to emission reductions, procuring In the event that our risk associated with operating cost
remains fully compliant with renewable energy wherever viable. This suppliers were not on track increases relating to environmental
its requirements. commitment was further embedded to achieve their disclosed legislation.
within our strategy via the Group carbon reduction targets,
joining the RE100 in 2019. The RE100 The Group continues to transition
SHORT TERM: the Group would have to any non-renewable energy sites as
is a collection of the world’s largest invest in additional energy
We anticipate further soon as legacy contracts or local
companies committed to achieving performance certificates
legislation within the UK and infrastructure permits. Our planned
100% renewable energy usage. and energy-reducing
Europe in support of the 1.5°c 2021 Science Based Targets have
scenario planning. This may In December 2020, the Group joined infrastructure in order to made a provision for the continued
include but not be limited the Science Based Target (SBT) group achieve both our own targets, financial and operational barriers to
to net-zero emission targets as a ‘committed’ member. The Group and those mandated by the using renewable energy in certain Asia-
being brought forward from will submit our Scope One-Three SBTs governments within our Pacific territories.
2050, and the introduction to the SBT advisory group in 2021. operating territories.
of mandatory science based Scope Three emissions account for The Group is aware that a
targets. 99% of the Group’s carbon emissions, number of our operating
with ‘Purchased goods and services’ territories (including Australia,
MEDIUM TERM: (our suppliers) accounting for over South Korea and Singapore)
Within the UK and Europe, two-thirds of this value. The Group has are subject to high costs for
we envisage increasing worked with a sustainability specialist renewable energy, owing
levels of localised policy and consultant to complete a screening to limited availability and
regulation. Examples include exercise. This exercise identified the regulatory complexity.
local councils and transport volume of Scope Three emissions by In addition to state-level
authorities operating ‘Clean supplier and we will be monitoring our legislation and targets, we
air zones’ and related largest suppliers to ensure that they anticipate that investors may
emission-reduction initiatives. deliver their stated carbon reduction seek to introduce additional
Business logistics services will targets. climate-related targets and/
be one of the prominent areas or reporting frameworks as
targeted by such schemes. part of ‘green credential’
verification.
58 1 https://purpose.nike.com/fy20-nike-impact-report 59
2 https://report.adidas-group.com/2020/en/servicepages/downloads/files/annual-report-adidas-ar20.pdf
PRINCIPAL RISKS
RISK AND IMPACT CHANGE MITIGATING ACTIVITIES LINK
IN RISK TO OUR
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IN RISK TO OUR 2020/21
EXPOSURE STRATEGY BEFORE
2020/21 MITIGATING
BEFORE ACTIVITIES
MITIGATING
ACTIVITIES
ENVIRONMENTAL – The Group submitted its second
ENVIRONMENTAL (ESG)
ENVIRONMENTAL – CLIMATE The Group has continued to develop BIODIVERSITY, RESOURCES response to the ‘Forests’ CDP. The
ENVIRONMENTAL (ESG)
CHANGE (CONTINUED) our corporate website throughout the AND WATER SECURITY industries with the largest impact on
period, garnering positive feedback biodiversity continue to be agriculture
LONG TERM: from a wide range of investors. The BIODIVERSITY, IMPACT ON and manufacturing.
In the event that the targets implementation of Science Based HABITATS & FORESTS
For our own footwear and accessories
of the Paris Agreement are Targets and commencement of TCFD Growing human demand
brands we supply and monitor a
not being met, the Group reporting facilitates continued Group for natural resources may
‘supplier manual’ including policies
anticipates the potential for progression. Our high CDP scores negatively impact the
on modern slavery, procurement
additional supply chain and vs. sector and international averages biodiversity system.
and global environmental footprint
infrastructure costs relating to: evidences that the Group has been reduction. Standards to be met include
Merchandise independently verified as a strong ESG COTTON/POLYESTER – Reach (Registration, Evaluation &
Increased costs from performer. PRIVATE LABEL Authorisation of Chemicals) and
‘environmental tariffs’ levied The fashion industry depends suppliers of leather manufactured
on factories or territories, and on natural resources including goods must adhere to Leather Working
‘passing on’ of operational cotton as well as other Group (LWG) standards.
costs incurred as part of oil based fibres such as
During the period, the Group has
potential new tariffs and laws. polyester. Making sustainable
reduced its use of virgin polyester
products can directly impact
Additional taxation may and increased the use of responsibly
farmers, the use of pesticides
be incurred on goods sourced cotton (‘sustainable cotton’).
and water. Using recycled
sourced from territories Sustainable cotton ensures; i) that
polyester can offer many
without renewable energy farmers are trained on methods
sustainable benefits vs virgin
infrastructure. of water reduction ii) farms are
polyester.
economically irrigated and iii) the
Group operations
receipt and payment of fair wages.
Potential additional costs
may impact the Group’s own
infrastructure and leased
premises as a result of
investment in carbon-reducing
technology.
Weather-related impact
Increases in ‘extreme’ weather
events may lead to increases
in insurance premiums, and
margin reduction associated
with an increased number in
lost trading days. This could
also result in disruption to
our supply chain, impacting
raw material supply, labour
availability, production
capability and distribution of
goods.
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IN RISK TO OUR 2020/21
EXPOSURE STRATEGY BEFORE
2020/21 MITIGATING
BEFORE ACTIVITIES
MITIGATING
ACTIVITIES
ENVIRONMENTAL – The Group’s approach to plastic
ENVIRONMENTAL (ESG)
ENVIRONMENTAL – The Group joined the Better Cotton BIODIVERSITY, RESOURCES continues to encompass the three
ENVIRONMENTAL (ESG)
BIODIVERSITY, RESOURCES Initiative (BCI) in the last quarter of AND WATER SECURITY classic principles of ‘reduce, re-
AND WATER SECURITY 2020. Our goal is for 80% of our cotton (CONTINUED) use and recycle’. The Group’s most
(CONTINUED) to be sourced through the programme commonly used plastic bag (the JD
by 2022, recognising the importance PLASTIC ‘duffle’) represents a fantastic example
SHORT TERM: of working with a global not-for-profit Demand for plastic reduction of how a design-led plastic product
Where immediate international organisation and the largest cotton and recycling continued to can generate continued re-use from
labour-related risks have sustainability programme in the world. increase during the period. customers. During the period, our JD
been identified, the Group Consumer focus on plastic fascia has trialled flexi-loop bags with
The Group’s private label manufactured reduced somewhat due to 70% recycled content.
continues to receive guidance
garments are now accredited via a the impact of COVID-19,
from leading non-government The Group has very few single-use
‘Sustainability flag’ process. Over four but national-level legislation
organisations (such as the bags remaining and continues to
million garments were categorised continued to progress.
Better Cotton Initiative) reduce or remove single-use items
against our sustainability goals,
in order to implement from acquisition businesses. Almost all
featuring Gold, Silver and Bronze
appropriate solutions. SHORT TERM: customer bags used by the Group are
award criteria.
The Group anticipates >50% recycled or categorised as ‘bags
The Group has completed the CDP further taxation on single-use for life’.
WATER REDUCTION
‘Water Security’ survey, achieving a ‘B’ items and an increase in the
The fashion sector is the The Group complies with all territory
score, outperforming the fashion and threshold standard of bags and
second largest consumer of level bag legislation. Within England,
luxury goods sector by two grades. packaging termed ‘reusable’
the world’s water supply and Wales and Scotland, 100% of proceeds
there is an ever-growing issue Nike exceeded its target of a 20% and ‘recyclable’.
from plastic bag sales are passed to
of water scarcity.3 reduction in freshwater use in The JD Foundation, supporting youth,
textile dyeing and finishing (L/kg p/ MEDIUM TERM: mental health and social justice causes
production unit) achieving 30% in its Whilst much of the UK and throughout our communities. The
MEDIUM TERM:
most recent report4. adidas continues Europe has moved to using proceeds from carrier bags in Northern
The Group acknowledges
to drive water efficiency initiatives, paper-based bags, the Group Ireland are remitted to the Northern
that large organisations will
achieving accumulated water savings anticipates that, due to its Ireland Executive as required by law.
be required via legislation, or
of 35% per employee between 2008 impact on natural resources,
consumer pressure to improve
and 20205. such as water, paper bags will
the reporting on water usage
and reduction measures. We engaged with the WWF Water also be subject to mandatory
Risk Filter during the period, allowing minimum charges within the
the Group to assess our water risk in next few years, both across
LONG TERM: Europe and the UK.
sourcing countries used for private
We envisage that water usage
label manufacturing.
reporting may follow the
route of carbon reporting via LONG TERM:
a tiered system of primary, The Group considers that the
secondary and tertiary usage. UK re-processing and recycling
infrastructure is below the
standards of mainland
Europe and Scandinavia. This
increases the likelihood of the
UK government using taxes as
its primary means to achieve
3 https://www.businessinsider.com/fast-fashion-environmental-impact-pollution-emissions-waste-water-2019-10?r=US&IR=T reductions in plastic and other
4 https://purpose.nike.com/fy20-nike-impact-report waste usage.
5 https://report.adidas-group.com/2020/en/servicepages/downloads/files/annual-report-adidas-ar20.pdf
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PRINCIPAL RISKS
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IN RISK TO OUR 2020/21
EXPOSURE STRATEGY BEFORE
2020/21 MITIGATING
BEFORE ACTIVITIES
MITIGATING
ACTIVITIES
SOCIAL – HUMAN RIGHTS, The pandemic disrupted travel (a vital
SOCIAL (ESG)
ENVIRONMENTAL – The Group is committed to an internal LABOUR STANDARDS part of our ethical sourcing policy)
ENVIRONMENTAL (ESG)
BIODIVERSITY, RESOURCES circular economy model to ensure the AND RESPONSIBILITY but progress continued on corrective
AND WATER SECURITY minimisation and eradication of landfill (CONTINUED) action plans, managing the sourcing
(CONTINUED) waste across our business. We have The Group recognises that challenges presented to the best of our
already achieved ‘zero waste to landfill’ building fair relationships with ability.
ENHANCED RETAILER TAKE certification for our UK distribution their suppliers is critical to The Group has an ‘Ethical Code of
BACK centre and continue to re-use, maintaining standards across Practice’, the purpose of which is to
With growing focus and repurpose and recycle across all of our the global workforce. The establish a procedure for protecting
pressure on ‘circular economy’ operations. COVID-19 pandemic has halted individuals who work within our supply
enablement, there is increasing the successful, interactive chain and providing assurance that
expectation from consumers face to face collaborations our products are manufactured in safe
on store take back schemes. completed in 2019. and fair conditions. We will take the
The Group further anticipates The rights of people working appropriate and remedial action(s)
additional regulatory measures in the supply chain of the required if a supplier cannot commit
such as ‘Extended Producer international brands is subject to the same standards and principles.
Responsibility’, whereby brand to increased scrutiny by the However, the Group remains cautious
owners and manufacturers are media and other bodies. about making short-term reactionary
required to take on additional Adverse reports may influence decisions to media reports as the
responsibility for the recycling consumer decision making. removal of employment opportunities
or disposal of end of life is unlikely to enhance the protection
products and packaging. of rights, cultural respect and fair
treatment of workers within our supply
chain. In order to achieve long-term,
SOCIAL RISKS sustainable improvements in labour
rights across the supply chain, it is
RISK AND IMPACT CHANGE MITIGATING ACTIVITIES LINK imperative that the Group, our brands
IN RISK TO OUR
EXPOSURE and other relevant governmental
STRATEGY
2020/21 bodies continue to work with host
BEFORE countries to improve conditions for
MITIGATING
ACTIVITIES
workers.
The JD business has successfully
SOCIAL – HUMAN RIGHTS, Identification and prevention of mapped the second and third tiers
SOCIAL (ESG)
LABOUR STANDARDS AND Modern Slavery is a key priority of its manufacturing supply chain to
RESPONSIBILITY throughout our supply chain. The include mills and dye houses. Our Tier
Group actively investigates several Four (print houses) have been partially
HUMAN RIGHTS & LABOUR tiers of processing within our private included within the 2021 transparency
STANDARDS label supply chain (including agents, map at www.jdplc.com. This is a
Respecting human rights factories, mills, dye houses and print complex part of the manufacturing
within the Group and across houses) and is committed to further supply chain and will be updated every
our supply chain is a key transparency. half year to adapt to the changing
part of running a successful seasonal product categories. This will
organisation. Human rights are be progressed with the subsidiaries in
fundamental principles which the Group during 2021 and 2022.
allow individuals to lead a
dignified and independent life,
free from abuse and violations.
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PRINCIPAL RISKS
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IN RISK TO OUR
RISK AND IMPACT CHANGE MITIGATING ACTIVITIES LINK EXPOSURE STRATEGY
IN RISK TO OUR 2020/21
EXPOSURE STRATEGY BEFORE
2020/21 MITIGATING
BEFORE ACTIVITIES
MITIGATING
ACTIVITIES
SOCIAL – HUMAN RIGHTS, The Group works with its suppliers to
SOCIAL (ESG)
LABOUR STANDARDS ensure that the products being sourced
SOCIAL – HUMAN RIGHTS, With regards to Modern Slavery in
SOCIAL (ESG)
AND RESPONSIBILITY satisfy increasingly stringent laws and
LABOUR STANDARDS the UK, the Group has focused on the
(CONTINUED) regulations governing issues of health
AND RESPONSIBILITY Kingsway Distribution Centre and we
and safety, packaging and labelling and
(CONTINUED) have implemented several procedural
other social and environmental factors.
based strategies. Furthermore, the
Furthermore, adequate levels of stock
Group has joined the Gangmasters
are maintained to cover short periods
and Labour Abuse Authority (GLAA)
of supply delay.
and hosted events on site, with
participation from our third-party Compliance is monitored by the
suppliers. We hope to be able to Group’s Head of Quality and Ethics
progress this project in 2022. who has extensive experience in this
area. The Group has established a cross
To mitigate and prevent labour standard
functional approach to compliance
breaches, the Group promotes an
ensuring that the sourcing and design
Ethical Code of Practice for all private
teams work collaboratively to ensure
label suppliers, outlining minimum
compliance is built into the design
required standards including wages
process.
being paid in line with local laws.
HEALTH AND SAFETY The Group Health and Safety
SOCIAL (ESG)
The Ethical Code of Practice also
ensures worker protection and The health and safety of our Committee meets on a quarterly basis.
provides assurance that our products customers and colleagues is The Committee is chaired by the
are manufactured within safe and fair of the utmost importance. Group Health and Safety Manager with
conditions. Policies are implemented attendees including the Chief Financial
in conjunction with training Officer, Company Secretary and Group
RELIANCE ON NON-UK The Group pro-actively manages risk programs to protect our Property Director. The Group Health
MANUFACTURERS within its own supply chain for private employees and customers. and Safety Manager appraises the
The majority of both third- label and licensed products. For our Personal injuries, distress and Board of material issues and incidents
party branded product and largest third-party brand partners, fatalities could result from on a periodic basis.
the Group’s private label the Group collates disclosures and a failure to establish and Targets are set by the Board to
product is sourced outside of statements (such as supply chain risk maintain safe environments. enable measurement of performance.
the UK. The Group is therefore and ESG-related issues) on material
Performance against targets, incidents,
exposed to the risks associated matters including, but not limited to,
COVID-19 and legal claims that arise are reported
with international trade and Modern Slavery, codes of practice,
The COVID-19 pandemic has to the Board.
transport as well as different carbon emissions and water security.
presented significant health
legal systems and operating A consolidated view of risks and The Group also works closely with its
and safety challenges. We
standards. opportunities identified is periodically principal insurers who undertake regular
continue to develop and
provided to our ESG Committee for risk reviews both in the store portfolio
establish revised working
review and appropriate action. and in the distribution centres.
practices to ensure the safety
The Group uses third-party accredited of our colleagues, customers
auditors to continuously audit the and visitors.
factories it uses for its private label
business. The Group’s factories are also
screened and verified prior to being
included within our sourcing strategy.
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PRINCIPAL RISKS
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IN RISK TO OUR 2020/21
EXPOSURE STRATEGY BEFORE
2020/21 MITIGATING
BEFORE ACTIVITIES
MITIGATING
ACTIVITIES
GOVERNANCE – The Group is committed to acting
GOVERNANCE (ESG)
HEALTH AND SAFETY There is a comprehensive induction ANTI-CORRUPTION, professionally, fairly and with integrity
SOCIAL (ESG)
(CONTINUED) and training program for all staff RISK MANAGEMENT, in all its business dealings. The Group
covering Health and Safety issues. REGULATORY AND has an Anti-corruption and bribery
COMPLIANCE policy and also works closely with its
The Health and Safety team have Profit Protection team to monitor and
assessed the risks faced by our ANTI-CORRUPTION AND investigate any convictions and issues.
colleagues, customers and other ANTI-BRIBERY
visitors as a result of COVID-19. The Group could face the
The documented risk assessments risk across its employees
produced for our retail, office and of breaching rules and
distribution environments set out the regulations to conduct
control measures required to reduce responsible business. This can
the risk of potential exposure to include risks of corruption and
COVID-19 virus. bribery.
From the initial risk assessment,
the appropriate teams developed TAX TRANSPARENCY Our Group aims to ensure that it
operating procedures, visual The Group operates on a pays the right amount of tax in each
messaging, procured personal global scale across many country in which it operates and does
protective equipment and hygiene countries, with tax policies that not engage in arrangements which
products appropriate to their area of vary for each country, this can are artificial or contrived. We actively
the business but following a consistent result in potential tax risks. identify, evaluate, manage and monitor
Group approach. tax risks where appropriate and strive
to remain low-risk. Where there is
As Government guidance has changed,
significant uncertainty or complexity
the risk assessments and control
in relation to risk, external advice may
measures have been updated. This
be sought from professional advisors
in turn has informed changes in the
and discussed with the relevant tax
procedures of the teams around the
authority.
business, ensuring consistency across
the Group.
The control measures in place for
our retail stores are published on
our customer facing websites. Those
in place for colleagues working in
distribution and office based roles are
communicated and regularly updated
through internal channels.
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IN RISK TO OUR 2020/21
EXPOSURE STRATEGY BEFORE
2020/21 MITIGATING
BEFORE ACTIVITIES
MITIGATING
ACTIVITIES
GOVERNANCE – The Group actively monitors adherence
GOVERNANCE (ESG)
GOVERNANCE – The Group Data Protection Officer ANTI-CORRUPTION, to its existing regulatory requirements
GOVERNANCE (ESG)
ANTI-CORRUPTION, (DPO) has ultimate responsibility RISK MANAGEMENT, and has a number of internal policies
RISK MANAGEMENT, for data protection compliance REGULATORY AND and standards to ensure compliance
REGULATORY AND matters across the Group. This role is COMPLIANCE (CONTINUED) where appropriate. The Group has
COMPLIANCE (CONTINUED) supported by the Group’s legal team, a legal team to ensure that various
REGULATORY AND aspects of the business are aware of
information security team, HR and
DATA PROTECTION COMPLIANCE their regulatory obligations and have
Profit Protection team who ensure that
COMPLIANCE The Group operates in a a clear understanding of the measures
all compliance measures are adhered
The General Data Protection fast-paced retail environment they need to implement to ensure
to and maintained and updated as
Regulation (GDPR), which which is subject to various compliance. External and specialist
appropriate.
significantly increased the legislation, codes of practice, legal advice is obtained where
A number of ‘data protection guidance and standards necessary.
Group’s risk exposure in the
champions’ have been nominated including, but not limited to,
event of non-compliance with The Group’s legal team provides
to ensure these measures are the listing rules, consumer
data protection requirements training where required and operates
implemented effectively in each area of protection and trading
has been in force for three a confidential whistleblowing hotline
the business. standards legislation,
years now. As such, the for colleagues to raise concerns in
Information Commissioner’s The Group utilises its ongoing advertising regulations,
confidence. The Group expects all
Office has now firmly programme of compliance measures, product safety and quality
suppliers to comply with its Conditions
established its enforcement which includes regular audits and standards, carbon emission
of Supply which clearly sets out its
practices with regard to training, to ensure compliance with the reporting, bribery and
expectations of its suppliers and
GDPR and, following a data protection legislation. The legal corruption requirements,
includes an Ethical Code of Practice
period of increased focus on team regularly advise on the manner market abuse regulation,
which all suppliers must adhere to.
data protection legislation, in which the data protection legislation competition law and health
is being enforced by the relevant and safety law. The legal team will continue to work
there remains a heightened with external advisors to ensure that
awareness of data protection regulatory bodies in each territory and The Group recognises that
keeps abreast of any developments procedures are in place to monitor
rights and protections failure to comply with these
in this area. The Group also has an legal and regulatory changes with
amongst data subjects, legal frameworks may result
extensive body of data protection regards to Brexit. The Group will
primarily the Group’s in financial or reputational
policies which are updated as required. implement appropriate measures to
employees and customers. damage to the business.
ensure continued compliance with laws
The Group is obliged to have Further, as a result of Brexit, and regulations.
an extensive programme laws and regulations could
The Group is also fully complying
of measures to ensure diverge between the UK
with the Competition and Market
compliance with all data and EU leading to increased
Authorities who announced in
protection legislation operational complexity
December 2020 that they were
across the Group and to and a greater risk of non-
investigating suspected anti-
regularly review the Group’s compliance.
competitive behaviour in relation to
compliance. This ongoing the price at which Rangers FC-branded
review process must include replica football kit was sold in the
(i) the carrying out of audits United Kingdom.
to test compliance and
to refresh processes and
materials where necessary;
and (ii) training the Group’s
employees to ensure there
is sufficient awareness of
the Group’s data protection
obligations.
70 71
PRINCIPAL RISKS
PROPERTY RISKS
RISK AND IMPACT CHANGE MITIGATING ACTIVITIES LINK
IN RISK TO OUR
RISK AND IMPACT CHANGE MITIGATING ACTIVITIES LINK EXPOSURE STRATEGY
IN RISK TO OUR 2020/21
EXPOSURE STRATEGY BEFORE
2020/21 MITIGATING
BEFORE ACTIVITIES
MITIGATING
ACTIVITIES
RETAIL PROPERTY FACTORS Assigning the lease or finding a sub-
STORE PORTFOLIO
(CONTINUED) tenant is not without risk because if the
RETAIL PROPERTY FACTORS Wherever possible, the Group will seek
STORE PORTFOLIO
incoming retailer fails then the liability
The retail landscape has seen a number of protections when agreeing
to pay the rent usually reverts to the
significant changes in recent to new property leases:
head lessee. The Group monitors the
years with a high volume of • New leases taken out for a maximum
financial condition of the assignees
retail units becoming vacant period of 10 years.
closely for evidence that the possibility
consequent to a number of • Break option no later than halfway
of a store returning is more than
retail insolvencies. We firmly through the lease with three year
remote. The Board reviews the list of
believe that retail occupancy breaks becoming increasingly the
assigned leases regularly to assess the
levels will decrease norm.
probable risk of the store returning to
significantly as a direct • Capped rent reviews.
the Group under privity of contract.
consequence of COVID-19. • Rents which flex with turnover in the
store. The Group continues to invest in store
The Group can be financially
refurbishment, visual merchandising,
exposed where it has As a consequence of COVID-19,
retail theatre, customer service and
committed itself to a long the Group is actively managing the
digital integration to enhance the
lease in a location which, as property risks and is engaging with
consumers’ in store retail experience.
a result of external factors, all of its landlords, regardless of the
now has high vacancy rates remaining lease term.
making it less attractive to When the Group determines that TECHNOLOGICAL RISKS
the customer which can drive the current store performance is The Group continues to enhance its multichannel proposition and the threat of cyber crime is
further reductions in footfall unsatisfactory then an assessment is constantly evolving resulting in an increased risk exposure before mitigating activities.
and potentially lower sales made on whether the Group wants to
volumes in the future. continue trading in that location. If it RISK AND IMPACT CHANGE MITIGATING ACTIVITIES LINK
Additionally, there could be a does then the landlord is approached IN RISK TO OUR
EXPOSURE STRATEGY
further shift of revenue from to see whether we can reach an
2020/21
bricks and mortar stores to agreement on a reduction in the rent or BEFORE
e-commerce as consumer a change to a turnover based rent. MITIGATING
ACTIVITIES
preferences change over If it is considered that the best solution
time. The COVID-19 pandemic is to exit the store completely then the
may have accelerated this IT SYSTEMS The Group manages this risk by
AND MULTICHANNEL
STORE PORTFOLIO
landlord is approached with a view to a
shift in consumer preferences. The Group relies heavily on combining the best available premise
complete surrender of the lease. If this
its IT systems and networks solutions with active cloud provisioning
is not possible then the Group would
and those of its partners to form a robust architecture. The
alternatively seek to assign the lease
to service its customers principal IT services are hosted in
or sublet to another retailer. The Group
throughout the year across all enterprise grade data centres with high
is mindful of general economic factors
channels. availability and reliability at the core of
and the already wide availability
Any long-term interruption their design. In addition, there are robust
of retail unit’s consequent to the
in the availability of core backup and disaster recovery capabilities
bankruptcy or other restructuring
enterprise systems would in place which are tested periodically
processes of other retail businesses.
have a significant impact on throughout the year.
the retail businesses. Outside of the core ERP system, in
previous financial years the Eurostop ERP
system was implemented for a number
of our subsidiaries. This drive to achieve
consistency on ERP developments across
the Group has continued in FY21 by
successfully installing the Eurostop ERP
system in Onepointfive Ventures Limited
in Canada.
72 73
PRINCIPAL RISKS PERSONNEL RISKS
RISK AND IMPACT CHANGE MITIGATING ACTIVITIES LINK RISK AND IMPACT CHANGE MITIGATING ACTIVITIES LINK
IN RISK TO OUR IN RISK TO OUR
EXPOSURE STRATEGY EXPOSURE STRATEGY
2020/21 2020/21
BEFORE BEFORE
MITIGATING MITIGATING
ACTIVITIES ACTIVITIES
CYBER SECURITY The Group continues to invest in PERSONNEL To help achieve this continued service,
MULTICHANNEL
SOCIAL RESPONSIBILITY
CORPORATE AND
Cybercrime is becoming more protecting our sites, systems, and The success of the Group the Group has competitive reward
sophisticated with the risk customer data from exposure to cyber is dependent upon the packages for all staff.
increasing across all markets. attacks. There has also been a strong continued service of its key More specifically for the retail
Any cyber-attack or breach focus on increasing the level of cyber management personnel and businesses, the Group also has a
of data may result in the security education and awareness across upon its ability to attract, long established and substantial
short-term loss of revenue all Group staff, with a particular focus motivate and retain suitably training function which seeks to
and diverted resources, while on the increased risk when working qualified employees. develop training for all levels of retail
there is also the risk of a remotely due to the COVID-19 pandemic.
employees and thereby increase
longer-term negative impact Regular independent assessments of the morale and improve staff retention.
on customer confidence and Group’s security posture are undertaken This ensures that knowledge of the
the Group’s reputation. to ensure that the correct people, Group’s differentiated product offering
processes and technology are in place is not lost, thereby enhancing customer
to mitigate against the ever-changing service.
threat landscape.
The Board regularly considers the
actions required to ensure there is
COVID-19 AND REMOTE Through a program of continuous
AND RESOURCES
INFRASTRUCTURE
succession planning for all key roles.
WORKING improvement, key parts of the Group’s
The significant increase in critical IT infrastructure have been
the number of staff working enhanced to support the increase in
remotely due to the impact of remote workers including network
the COVID-19 pandemic has capacity, and the ability to access more
introduced both new security key applications from any location
risks and new challenges without compromising on security.
ECONOMIC & FINANCIAL RISKS
centered around maintaining To address the change in daily working As with other retailers and distributors into retail businesses, the demand for the Group’s products
staff productivity. practices, a plethora of training sessions is influenced by a number of economic factors, notably interest rates, the availability of consumer
and additional support material have credit, employment levels and ultimately, disposable income. These economic factors are impacted
been made available to all staff around by events outside of the Group’s control, in particular the COVID-19 pandemic and Brexit. The Group
the use of new technology to ensure seeks to manage this risk by offering a highly desirable and competitively priced product range,
they are able to communicate and which is highly differentiated from that of the Group’s competitors.
collaborate with colleagues regardless of
As the Group continues to expand internationally, the risk of exposure to fluctuations in foreign
their working location.
exchange rates increases. The economic and financial risks and uncertainties that are specific to the
Group and the markets in which its businesses operate are as follows:
74 75
PRINCIPAL RISKS ASSESSMENT OF THE GROUP’S Furthermore, the global COVID-19 pandemic
PROSPECTS has presented a series of unprecedented
RISK AND IMPACT CHANGE MITIGATING ACTIVITIES LINK The Board regularly reviews the current challenges which have severely tested
IN RISK TO OUR financial position and performance and all aspects of our business including our
EXPOSURE STRATEGY
2020/21 assesses the future prospects of the Group. multichannel capabilities, the robustness
BEFORE As part of this assessment the Board of our operational infrastructure and the
MITIGATING reviews the Group’s income and expenditure resilience of our colleagues. Whilst COVID-19
ACTIVITIES
projections, cash flows and other key has inevitably constrained our short-term
financial ratios along with the potential progress, we firmly believe that we have
TREASURY AND FINANCIAL The Belgium Distribution Centre has
AND BREXIT
GLOBAL EXPANSION, MARKET POSITION
impact of, and challenges presented by, the a robust premium branded multichannel
The Group is exposed to created a natural hedge for Euros as principal risks outlined on page 51 to 76. proposition with our loyal consumers
fluctuations in foreign the fast-moving core ranges for stores comfortable engaging with us in any
The Group’s strategy along with the
exchange rates. in Mainland Europe that are delivered channel.
factors likely to affect the development,
Branded product for the JD into the facility are increasingly
performance and position of the businesses For the purposes of both Viability and
fascia throughout Europe sourced in Euros. Nike orders delivered
are detailed throughout the Strategic Report Going Concern Reporting, the Directors
is purchased mainly by JD into the Belgium DC will be placed in
on pages 42 to 158. have prepared severe but plausible
Sports Fashion Plc which is Euros from July 2021.
downside scenarios which cover the same
the main UK trading business. This has resulted in a reduction in the period as the base case, including specific
VIABILITY REPORTING
This business then sells to the volume of surplus Euros that are then consideration of a range of impacts that
In accordance with the requirements of the
international businesses in required to be converted back into could arise from the continued COVID-19
UK Corporate Governance Code, the Board
their local currencies. Given sterling. The further expansion of our pandemic. These scenarios included more
has assessed the viability of the Group for a
the current geographical European logistics capabilities will prolonged store closures, transition from
period of three years to 3 February 2024.
location of the Group’s stores further enhance the natural hedging physical sales to online and disruptions to
this results in a significant and reduce the exposure of Sterling/ A period of three years has been selected supply chain causing delays in receiving
Sterling/Euro exposure in Euro. as the Board considered this to be an stock. As part of this analysis, mitigating
the UK trading business for appropriate period to assess performance actions within the Group’s control should
Surplus Euros are also used to fund the
the Euros which are remitted and the potential impact of key risks in a these severe but plausible scenarios
international store developments thus
back for stock purchases. fast-paced retail environment. The three occur have also been considered. These
alleviating the need for local third-
year period also strikes a balance between forecast cash flows indicate that there
There is also exposure in party financing.
the time horizons across the different remains sufficient headroom in the forecast
relation to Sterling/US Dollar The resulting Euros that will continue aspects of the Group, such as short-term period for the Group to operate within the
consequent to the sourcing to flow back to the UK are converted detailed financial budgets and forecasts, committed facilities and to comply with
of private label merchandise, back to sterling with hedging now put medium-term financing considerations and all relevant banking covenants during the
where suppliers are located in place for approximately 75% of the retail space planning. forecast period.
principally in the Far East anticipated surplus for the year to 29
or Indian Sub-Continent. For the purposes of Viability Reporting, the
January 2022. This leaves some Euros
Strengthening of the US Board has focused on the operational risks
available should the Group need to
Dollar relative to Sterling included in the supply chain section of the
move quickly to take advantage of
makes product sourced in this principal risks outlined on page 51 to 76. The
an acquisition or other investment
currency more expensive thus Board has evaluated the impact of these
opportunity.
reducing profitability. risks actually occurring based on severe but
The Group sets a buying rate for the plausible scenarios. The evaluation included
purchase of private label goods in performing sensitivity analysis by flexing
US dollars at the start of the buying the main assumptions in each scenario
season (typically six to nine months individually.
before the product actually starts to
appear in the stores) and then enters
into a number of local currency/US
dollar contracts, using a variety of
instruments, whereby the minimum
exchange rate on the purchase of
dollars is guaranteed. Hedging has now
been put in place for approximately
95% of the anticipated requirement for
the year to 29 January 2022.
76 77
PRINCIPAL RISKS BUSINESS REVIEW
CONCLUSION The Directors have prepared cash flow Sports Fashion Outdoor Unallocated2 Total
forecasts for the Group covering a period of IFRS 16 IAS 17 IFRS 16 IAS 17 IFRS 16 IAS 17
VIABILITY STATEMENT at least 12 months from the date of approval Period to 30 January 2021 £m £m £m £m £m £m £m
Based on the results of the analysis detailed of the financial statements, which indicate Revenue 5,808.0 5,808.0 359.3 359.3 – 6,167.3 6,167.3
above, the Board has confirmed that the that the Group will be able to operate Gross profit % 48.4% 48.4% 42.2% 42.2% – 48.0% 48.0%
Group can maintain profitability in each within the level of its agreed facilities and EBITDA
scenario and would not exceed the funding covenant compliance. These forecasts before exceptional items 955.1 636.2 35.1 13.1 – 990.2 649.3
facility that is available to the Group. include a number of assumptions including Depreciation (454.9) (151.2) (32.9) (11.8) – (487.8) (163.0)
The Board therefore has a reasonable gross profit margins and the response Amortisation1 (15.5) (15.5) (4.6) (4.6) – (20.1) (20.1)
expectation that the Group will be able to of customers to transition from physical Operating profit / (loss)
continue in operation and meet its liabilities sales to online and vice versa as lockdown before exceptional items 484.7 469.5 (2.4) (3.3) – 482.3 466.2
as they fall due over the three year period restrictions ease. Net interest expense (51.2) – (3.7) – (6.1) (61.0) (6.1)
of the assessment. Profit / (loss) before tax
The Directors have considered all of the
and exceptional items 433.5 469.5 (6.1) (3.3) (6.1) 421.3 460.1
factors noted above, including the inherent
Exceptional items (76.9) (76.9) (20.4) (27.9) – (97.3) (104.8)
GOING CONCERN uncertainty in forecasting the impact of
Profit / (loss) before tax 356.6 392.6 (26.5) (31.2) (6.1) 324.0 355.3
The financial statements are prepared on the COVID-19 pandemic, and are confident
a going concern basis, which the Directors that the Group has adequate resources to 1 This is a non-trading charge relating to the amortisation of various fascia names and brand names which arise consequent to the accounting of
acquisitions made over a number of years. These charges are as follows:
believe to be appropriate for the following continue to meet all liabilities as and when • Sports Fashion: £15.5 million (2020: £5.4 million)
reasons. they fall due for a period of at least 12 • Outdoor: £4.6 million (2020: £4.5 million)
2 The Group considers that net funding costs are cross divisional in nature and cannot be allocated between the segments on a meaningful basis.
At 30 January 2021, the Group had net months from the date of approval of these
cash balances of £795.4 million (2020: financial statements.
£429.9 million) with available committed UK SPORTS FASHION the year in Exeter, Plymouth and Brighton.
borrowing facilities of £700 million (2020: We intend to continue with this programme
£700 million) of which £nil (2020: £nil) UK AND REPUBLIC OF IRELAND in the new financial year with new larger
has been drawn down (see Note 19) and JD & SIZE? format stores scheduled to open in a
US facilities of approximately $300 million Neil Greenhalgh We are encouraged by the resilient nature number of key locations including Belfast,
of which $nil was drawn down (2020: Chief Financial Officer of trading in our core UK and Republic of Edinburgh and Stratford, East London.
$nil). These facilities are subject to certain 13 April 2021 Ireland market throughout the year. During
covenants (see Note 19). With a UK facility PREMIUM FASHION
the initial closure period in the Spring
of £700 million available up to 6 November Our premium brand Fashion businesses
approximately 70% of the combined store
2024 and a US facility of approximately are an important part of our Group, further
and online revenues from the prior year were
$300m available up until 18 June 2023, elevating our overall proposition. Mainline
retained through solely digital channels. This
the Directors believe that the Group is Menswear, which to all extents is a pureplay
retention rate increased to 100% through
well placed to manage its business risks online business, had a very strong year in
November when stores in the UK were
successfully despite the current uncertain particular with new customers attracted by
closed again. There is cause for optimism
economic outlook. its reputation for a high quality digital and
in the future of our store estate though as,
customer service experience. Elsewhere, in
Since the year end, the Company completed even with materially lower footfall into many
those businesses which have both physical
the placing of new ordinary shares in city centres and major shopping malls, sales
and digital offers, we are reassured by the
the capital of the Company raising gross in like for like stores grew by more than 4%
fact that the retention of sales through
proceeds of approximately £456.0 million in the Q3 period from August to October,
the various temporary closure periods was
after costs. In addition, the Group has which was largely a period free from
broadly consistent with that seen in JD. We
completed acquisitions in the new year to restrictions.
continue to make selective complementary
date with aggregate cash consideration Recognising the benefits that accrue from acquisitions in this area where they expand
paid of approximately £380 million. At investing in our retail estate in terms of our geographical presence or brand
the date of approval of these financial consumer engagement, we have continued relationships.
statements the Group had net cash of with our programme of upsizes in key
£709.5 million as at 6 April 2021. locations with bigger stores opened during
78 79
BUSINESS REVIEW
GYMS The retention of sales through this closure ASIA PACIFIC benefitted gross margins in the second
The lockdowns in the year have brought into period in these countries was approximately JD half of the year.
sharper focus the physical and mental health 60%, which is slightly ahead of the retention We are pleased with the further positive •W
e are encouraged by the development
benefits of regular exercise. Therefore, that we saw in the Spring. There continue developments in Australia with 30 stores of JD in the United States with 49 stores
we are pleased to welcome our members to be partial closures or restricted trading now trading (2020: 24) after six stores trading at the end of the year (2020: 11)
back to our clubs in England which have hours elsewhere including Italy, France and were opened in the year. Other than the including the conversion of 37 former
now re-opened and look forward to re- Spain. temporary closure of seven stores in the Finish Line stores, the majority of which
opening in the other nations shortly. We Melbourne area through September and were converted in the lower cost ‘badge
As would be expected, as a direct result of
are confident that our JD and X4L clubs October, the stores in Australia were largely flip’ style, complementing the opening of
the COVID-19 outbreak, the number of new
offer a safe environment for our members, able to remain open throughout the year. our first flagship store in Times Square,
store openings this year was reduced with
with significant investments made in 31 net new stores opened during the year, Elsewhere, the performance in our other New York. It is our intention to convert up
reconfiguring the space in our clubs to which included a flagship style store on the territories was negatively impacted by to 50 more Finish Line stores to JD in the
facilitate social distancing and providing key shopping street of Rue de Rivoli in the the lack of tourism from China which is a current financial year.
sanitisation stations. centre of Paris. We expect to increase the strong driver of footfall in Malaysia and
It is inevitable that the COVID-19 pandemic number of new stores in the new financial South Korea in particular. We would not FINANCIAL PERFORMANCE
resulted in a temporary slowing of the year with openings closer to our previously expect the performance in these markets Whilst COVID-19 has inevitably constrained
organic club opening programme with stated ambition of one new store per week to materially improve until there is a re- our short term progress, we firmly believe
only one new gym, being a second club in on average. opening of the tourist sector. that we have a robust premium branded
Glasgow, opening during the year. We are SPRINTER & SPORT ZONE multichannel proposition with our loyal
optimistic that we will return to previous As with JD, online trading is less mature for NORTH AMERICA consumers comfortable engaging with
levels of activity in the new financial year Sprinter and Sport Zone across Iberia and, FINISH LINE & JD us in any channel. The resilience of our
with at least five further organic clubs consequently, only 20% of the combined The Finish Line and JD businesses have had businesses is reflected in the fact that,
opening this year complementing further physical and digital revenues in the prior an exceptional year. There are a number of despite the challenges of the year, the
conversions of the acquired X4L clubs. year were retained online in the period of reasons for this: profitability in Sports Fashion has largely
EUROPE the national store closures in the Spring. • The United States is widely regarded as been maintained with a profit before tax
JD & SIZE? the most mature market in the world for and exceptional items of £433.5 million
We were encouraged though with trading
Across Europe, the average retention online trading with our digital team at (2020: £468.5 million). On a proforma basis
through the second half of the year, prior
of sales through the period of the Finish Line highly regarded within the under IAS 17 ‘Leases’ the profit before tax
to the second national closure in Portugal
temporary store closures in the Spring industry. As such, it is not surprising that, and exceptional items would have been
in early January 2021, with total growth
was approximately 35% with a stronger of all our global businesses, it was Finish £469.5 million (2020: £492.2 million).
across the region of around 10%. There
retention in Northern Europe where online have also been further temporary closure Line and JD in the United States that Included within the result is a very positive
is more mature. Footfall was initially slow periods in Spain although these have been saw the greatest retention rate through performance from the Finish Line and
to recover as stores re-opened although it at the local rather than national level with the temporary closure period in the first JD businesses in the United States with
progressively improved through the Summer some restrictions limited to weekends half with online revenues equivalent to the Government stimulus in the first half
and early Autumn. Like for like store sales only. Restrictions across both Spain and approximately 75% of the combined of the year driving a material, but short
were positive in Q3 in many markets Portugal have now begun to ease and we physical and digital revenues in the prior term, impact on performance with total
although the significant exception to this are confident that we are well placed to year. revenues from these businesses increasing
were the stores in Iberia where a large part progress positively. to £1,704.3 million (2020: £1,601.5 million)
• Consistent with other national retailers
of employment, and consequently the wider and the profit before tax and exceptional
in the United States, our businesses
economy, is linked to tourism. Restrictions items increasing significantly to £156.6
benefitted significantly from May to July
were reintroduced before Christmas in a million (2020: £94.2 million). Elsewhere
from the fiscal stimulus made available by
number of markets including the closure of in North America, in the six week period
the Federal Government. Total revenues
all stores in Germany and the Netherlands. after completion, the Shoe Palace business
across physical and digital channels
increased by nearly 50% in this period. has contributed a profit before tax and
This strong demand resulted in sector exceptional items of £13.9 million with
wide lower inventory levels which are not revenues of £56.1 million.
expected to normalise until later in 2021. Overall gross margins increased within
Consequently, there was less promotional Sports Fashion by 1.0% to 48.4% (2020:
activity through the rest of the year than 47.4%). This is largely due to a stronger
might have been expected which has margin in the United States with strong
80 81
BUSINESS REVIEW FINANCIAL REVIEW
demand resulting in lower levels of The Go Outdoors, Blacks, Millets and IFRS 16 Proforma IAS 17
promotional activity in the overall market Ultimate Outdoors businesses now operate 2021 2020 2021 2020
property leases in the business meant that with total sales retention through the closure
periods of approximately 80%, which was REVENUE, GROSS MARGIN AND PROFIT BEFORE TAX
Go Outdoors was in danger of becoming a
ahead of the retention rates that we saw in OVERHEADS Profit before tax and exceptional items
material drain on Group profitability for the
the initial closure period in the Spring. Notwithstanding the temporary closure decreased slightly to £421.3 million (2020:
foreseeable future. The Group protected
of stores in a number of countries at £438.8 million).
the interests of creditors in this process
various times in the year, total revenue The profit before tax and exceptional
by honouring all liabilities with regards to
for the Group increased by approximately items includes a profit of £170.5 million
branded stock suppliers, employees, HMRC
1% in the year to £6,167.3 million (2020: (2020: £94.2 million) from our combined
taxation, customer returns and historic
£6,110.8 million). This includes total businesses in the United States of which
gift card sales. Further, all pre-existing Go Peter Cowgill revenues of £1,760.4 million from our Shoe Palace contributed £13.9 million in the
Outdoors employees transferred across to Executive Chairman combined businesses in the United States six weeks post acquisition.
the new business with their previous terms 13 April 2021 (2020: £1,601.5 million) of which Shoe
and conditions of employment preserved. Group profit before tax decreased by
Palace, which was only part of the Group
To date, two significantly loss-making stores approximately 7% to £324.0 million (2020:
for approximately six weeks following
have been closed with new terms either £348.5 million).
its acquisition on 14 December 2020,
completed or substantially agreed on a
contributed £56.1 million. Given the Proforma Results Under IAS17 ‘Leases’
further 53 stores. Dialogue continues with
temporary closure periods in the year, it On a proforma basis under IAS 17 ‘Leases’,
landlords on the remaining stores.
would not be meaningful to present sales with rents recognised according to
This restructure has given Go Outdoors a on a like for like basis. contractual terms, the headline profit before
positive platform from which to develop tax and exceptional items for the Group
Total gross margin in the year of 48.0%
and we intend to invest in all aspects of the would have been £38.8 million higher at
was slightly ahead of the prior year
business to provide an instore and digital £460.1 million (2020: £26.8 million higher
(2020: 47.0%) largely due to a stronger
experience which inspires consumers to at £465.6 million). After exceptional items
margin in the United States with strong
get outdoors. We will do this by presenting totalling £104.8 million (2020: £90.3
demand consequent to the federal
authoritative product offers in key million), the profit before tax on the same
fiscal stimulus driving lower levels
categories. This includes fishing where we proforma basis would have been £355.3
of promotional activity in the overall
have now started to integrate the Fishing million (2020: £375.3 million).
market compared to previous years.
Republic business into larger Go Outdoors
stores by creating specialist areas for fishing
products. In December 2020, we further
delivered on this approach through the
acquisition of the highly regarded Naylors
equestrian business which, on acquisition,
had three standalone stores. As with Fishing
Republic, it is our intention to include
Naylors branded equestrian areas in Go
Outdoors stores where space allows.
82 83
FINANCIAL REVIEW
There were exceptional items in the year of £97.3 million (2020: £90.3 million). These spend in the period of £73.5 million (2020:
exceptional items comprised: £106.5 million). It is significant that whilst
IFRS 16 Proforma IAS 17 the overall spend on our retail fascias
2021 2020 2021 2020 may have reduced, the spend across our
£m £m £m £m combined retail fascias in North America
Impairment of goodwill and fascia names (1) 56.2 43.1 56.2 43.1 actually increased slightly to £21.0 million
Movement in fair value of put and call options (2) 20.7 31.4 20.7 31.4 (2020: £20.4 million).
Restructuring of Go Outdoors (3) 20.4 – 27.9 –
The Group’s principal bank facilities
Integration of Outdoor systems
continue to comprise a £700 million
and warehousing (4) – 7.2 – 7.2
committed syndicated Revolving Credit
Integration of Sport Zone into Sprinter
infrastructure (5) – 8.6 – 8.6 Facility (‘RCF’) in the UK, which expires on
Total exceptional charge 97.3 90.3 104.8 90.3 6 November 2024 and a syndicated Asset
1. The impairment in the current period principally constitutes a charge of £55.6 million relating to the impairment of the goodwill and fascia name Based Lending Facility (‘ABL’) in the United
arising in prior years on the acquisition of Footasylum. The impairment in the prior period relates to the impairment of the goodwill arising in prior States which has a maximum revolving
years on the acquisition of Go Outdoors Topco Limited and Choice Limited.
2. Movement in the fair value of the liabilities in respect of the put and call options. advance amount of approximately $300
3. The net impact consequent to the restructuring of Go Outdoors in the period including a charge of £33.3 million in relation to the impairment million and expires on 18 June 2023. Neither
of intangible assets, a charge of £4.9 million in relation to the impairment of leasehold improvements and a credit of £17.8 million in relation to the
extinguishment of lease commitments (the credit in relation to the extinguishment of lease commitments under IAS 17 ‘Leases’ was £10.3 million). facility was drawn down at the period end
4. Costs arising from the integration and consolidation of the principal IT systems, warehousing and other infrastructure in Go Outdoors. (2020: UK RCF £nil; US ABL $nil).
5. Costs associated with transferring the stocks and other operations of Sport Zone into the Sprinter infrastructure.
Subsequent to the period end, the Group
CASH AND WORKING CAPITAL year. Therefore, stocks in the like for like undertook a successful placing with 58.4
The net cash balance at the end of the businesses of £762.8 million are £49.0 million new shares admitted to the market
period was £795.4 million (2020: £429.9 million lower than the previous year largely on 8 February 2021, a process which has
million) with very strong cash generation in as a result of lower stocks in the combined raised approximately £456.0 million (after
the United States reflecting the exceptional Finish Line and JD business in the United costs).
trading in that country, particularly through States where the period end stocks of We will continue to use our cash
the first half. The net cash at 30 January $167.7 million were approximately 40% resources to make selective acquisitions
2021 is stated net of £68.9 million ($94.9 lower than the previous year (2020: $282.2 and investments where they benefit our
million) in relation to deferred consideration million). As with other retailers in the United strategic development.
on the acquisition of Shoe Palace which is States, we have recently experienced
due to be paid, with no conditionality or some minor delays in receiving product
dependence on performance criteria, to the due to delays at ports. To date, this is not
Mersho Brothers on various dates through materially constraining the overall financial
2021. The net cash position at the period end performance with margins ahead of prior
is also stated before the cash consideration year levels. Some new product launches
paid on completed acquisitions in the new have had to be pushed back though and
year to date, which total approximately we continue to work with our international
£380 million. The net cash also includes brand partners to ensure the timely flow of
a number of temporary factors which, in product.
aggregate across the Group, total in excess COVID-19 has inevitably had a significant
of £125 million and will likely reverse in the impact on the projects which we have
first half of the year to 29 January 2022. This undertaken in the period with gross capital
total principally relates to deferred rents as expenditure (excluding disposal costs)
we continue to reach agreements with the decreased to £132.0 million (2020: £177.2
relevant landlords. million) as construction activity, including
Stocks at the end of the period of £813.7 the fitting out of stores, was temporarily
million are broadly consistent with the paused on occasions in a number of
prior year (2020: £811.8 million). However, countries. Despite these challenges, the
this includes £50.9 million of stocks in primary focus of our capital expenditure
businesses which were acquired in the remains our physical retail fascias with a
84 85
FINANCIAL REVIEW
86 87
PROPERTY AND STORES REVIEW
88 89
PROPERTY AND STORES REVIEW
SIZE?
Size? specialises in supplying the finest INTERNATIONAL SPORTS FASHION FASCIAS
products from the best brands in footwear,
apparel and accessories with stores and
dedicated local websites in nine countries. EUROPE We continue to invest in the physical
The Group’s other international fascias and online channels to ensure a robust
During the year we added a store in
across Europe focus on active sport platform for future growth across Iberia.
Newcastle, relocated the Glasgow store
and closed four stores in the UK and one participation and fitness with the key •P
erry Sport and Aktiesport (the
store in France. The Size? websites typically fascia’s being: Netherlands): We continue to take action
contribute more than 50% of overall sales for • C
hausport (France): Consistent with where it is necessary, opening one new
Size? and the consequence from a property previous messaging, there has been Aktiesport store and closing two in the
perspective is that we would not expect to minimal change to the Chausport store year. The Group remains committed to the
materially increase the number of stores portfolio in this financial year with one business and we continue to make limited
in our existing territories with the focus on store converted to JD. investments where they enhance our
ensuring that our stores in the major cities •S
printer & Sport Zone (Iberia): A further proposition with one new store opened in
have sufficient space to present the full offer seven stores opened during the year the year.
and provide the full digital experience to under the Sprinter fascia. These stores
both consumers and our third party brand had an average size of 5,800 sq. ft. which
partners. is considered to be the most effective
We are currently on site fitting out our first trading space for the core offer focusing
Size? store in North America with the store on active sport participation and fitness.
on Queen Street, Toronto, scheduled to open
later in the Spring.
90 91
PROPERTY AND STORES REVIEW
92 93
PROPERTY AND STORES REVIEW
GYMS OUTDOOR
During the year we significantly increased It is inevitable that the COVID-19 pandemic
our critical mass and national presence with resulted in a temporary slowing of the BLACKS, MILLETS AND ULTIMATE fundamentally restructured, Go Outdoors
the acquisition, out of administration, of an organic club opening programme with OUTDOORS had a future in the Group. Consequently, the
initial 50 gyms which had previously traded only one new JD site, being a second Our approach continues to be to keep Group, via its newly incorporated subsidiary
as Xercise4Less for a total consideration club in Glasgow, opened during the year. leases flexible with break clauses wherever Go Outdoors Retail Limited, subsequently
of £24.2 million. We have subsequently As at the 30 January 2021 there were 70 possible so we can react quickly if market re-acquired the business and substantially
returned 11 of the acquired sites back to gyms in total and we are optimistic that conditions change. Whilst there has been all of the assets of Go Outdoors from its
the relevant landlords and would currently we will return to previous levels of activity no change to the Blacks store portfolio in Administrators with this proposal being
anticipate retaining at least 36 of the in the new financial year with at least five the year, our policy of flexibility means that reviewed and cleared in advance by the
remaining gyms longer term although further organic clubs opening this year the Millets store portfolio has continued independent Pre Pack Pool.
negotiations on new leases are still ongoing complementing further conversions of the to change with the closure of four stores The Group has subsequently completed or
on a small number of sites. The programme acquired X4L clubs. during the year along with the relocation of substantially agreed new leases with terms
of works to convert these gyms to the JD one store. Five stores continue to trade as that were more appropriately structured for
fascia was accelerated through the most Ultimate Outdoors following the closure of 53 stores. Advanced negotiations continue
recent temporary closure period with a total one store in the year at Merryhill. for the remaining stores that the Group
of 19 clubs now converted to the JD format. would like to trade from longer term with
The lockdowns in the year have brought GO OUTDOORS two significant loss-making stores closed to
into sharper focus the physical and mental Following the onset of COVID-19, the future date.
health benefits of regular exercise. We viability of Go Outdoors became materially
Prior to Go Outdoors entering into
are confident that our JD and X4L clubs uncertain with the enforced closure of the
administration, we had started to integrate
offer a safe environment for our members, stores on 23 March 2020 bringing into
the Fishing Republic business into the Go
with significant investments made in sharper focus the underlying structural
Outdoors stores by creating dedicated
reconfiguring the space in our clubs to weaknesses of the business. In particular,
areas for fishing products where space
facilitate social distancing and providing the performance of Go Outdoors is very
allows. As a consequence, we did not need
sanitisation stations. dependent on levels of footfall into stores
a large number of stand-alone Fishing
which, historically, have represented more
Republic stores with a further two stores
than 90% of annual revenues. Further,
closed in the year leaving a portfolio of
the terms of the property leases were
three stores at the end of the year.
very inflexible with the stores having an
average remaining period to lease expiry In December 2020, the Group also acquired
of approximately ten years with upwards the highly regarded Naylors equestrian
only rent reviews, many of which are fixed business which had three stores on
at rates above inflation regardless of the acquisition. As with Fishing Republic, it is
market rent in the location. our intention to include Naylors branded
equestrian areas in to Go Outdoors stores
Reduced consumer confidence and the
where space allows.
requirement to maintain social distancing
in stores as a result of COVID-19 impacted
footfall. This, combined with the inflexible TISO, ALPINE BIKES AND GEORGE FISHER
lease terms, resulted in the Board deciding There were no changes to the Tiso store
that it was not in the best interests of portfolio during the financial year. Tiso
the wider Group, and its shareholders, to continued with 13 stores; 12 of which are in
provide continued financial support to Go Scotland, consisting of nine Tiso Outdoor
Outdoors in its current form. Accordingly Experience stores and three stand alone
Go Outdoors entered into administration on Alpine Bikes stores, plus the highly regarded
23 June 2020. George Fisher store in Keswick.
The Board considered a number of strategic For a complete table of store numbers see
options which included the appointment of page 32.
advisers in May 2020 to market the business
for a potential sale. The Board examined the
offers made through the marketing process
together with the other options available Peter Cowgill
to it and ultimately determined that, if Executive Chairman
94 13 April 2021 95
CORPORATE
AND SOCIAL
RESPONSIBILITY
96 97
CORPORATE AND SOCIAL RESPONSIBILITY
98 99
CORPORATE AND SOCIAL RESPONSIBILITY
provide our colleagues with job security and Plc Board 5 2 7 71% 29%
to support them as individuals, giving them
Senior Managers *
409 150 559 73% 27%
the platform to continue to thrive.
Other employees 30,003 30,484 60,487 50% 50%
The breakdown for the comparative period as at 1 February 2020, is set out below:
Male Female Total % Male % Female
100 101
CORPORATE AND SOCIAL RESPONSIBILITY
EMPLOYEE WELFARE •C
omprehensive “Return to Work” training Over 550,000 tasks have been completed This process is assisted by the items put
The changes that society in general has for our colleagues as they returned from by colleagues since the launch of the forward by colleagues across the business
faced as a result of the pandemic has lockdown to a workplace different to new homepage, which is accessible by via our anonymous ‘Your Voice’ digital
provided the business with the opportunity anything they had previously encountered. colleagues from any web enabled device suggestion box. Your Voice allows all
to focus on the safety and wellbeing of our The welfare of our colleagues is of the and assisted by push notifications from the colleagues to submit their suggestions
most important resource; our colleagues. utmost importance to the business. To JD4U mobile app. regarding how to improve the business from
The promotion of social distancing and ensure our approach to this subject is at the These tasks relate to all aspects of Group any web-enabled device.
COVID-19 control measures throughout the required standard, we have trialled ‘Welfare communications, from upcoming events, Representatives from each forum are
business have seen a huge cross-functional Champion’ roles in our Head Office and to providing support through lockdown selected to attend a forum with the Group
effort to provide environments that are Kingsway Distribution Centre. and providing general updates, ensuring all Executive Chairman, as the Group continues
as safe as possible for our colleagues and Our Welfare Champions are a designated our colleagues continue to remain well- to cultivate meaningful, two-way dialogue
customers. point of contact for colleagues who need informed in an ever-changing environment. between the business and its colleagues.
However, the Group has not purely to reach out for help regarding any aspects The homepage also provides a hub for This generates a wide range of topics
concentrated on physical safety with of their mental or physical wellbeing. These important documents, user guides and which furthers discussions such as how
significant investment in providing support colleagues receive the appropriate training resources on wellbeing topics such to create a better place to work. Details
for colleagues’ general wellbeing. from the Group to ensure that responses are as Mental Health Awareness and JD of the engagement that has taken place
treated with the required levels of sincerity, Foundation initiatives. with our colleagues in relation to Executive
The groundwork for some aspects of this remuneration can be found in the Directors
were in place from last year, such as the respect and professionalism. The trial has The year also saw the introduction of
been a success and the first retail Welfare Remuneration Report on page 179.
training of colleagues on First Aid, Mental Company Office 365 accounts for all retail
Health First Aid, behavioural training Champions will be nominated in 2021. colleagues at Supervisor level and above
The Group will also launch our wellbeing LEARNING AND DEVELOPMENT
sessions and Modern Slavery Awareness within the UK. Allowing daily access to
network where nominated sponsors will In 2020, the Learning and Development
Campaigns. During 2020, the Group has Microsoft Teams and Outlook provided
come together to drive the mental health department restructured to allow strategic
taken this to another level: colleagues with additional communication
agenda and champion open communication focus on four key areas (Leadership, Brands,
•R
egular checks regarding the vulnerability tools to perform their roles effectively.
to raise awareness. Operations and Technology) and to better
status of our colleagues were conducted facilitate their reach across the Group
on JD4U, allowing us to provide the ENGAGEMENT in response to the restrictions imposed
appropriate instruction and support where COMMUNICATION The Group continually strives to improve, due to COVID-19. These restrictions have
required. The requirement to bring our colleagues and we are always looking for ways to necessitated an increased focus on online
together has meant that our people empower colleagues with the opportunity workshops and webinars whilst improving
•R
esources for campaigns regarding Mental
management system, JD4U, has become to provide us with their unique insights into the use of existing technology.
Health Awareness and Domestic Abuse
an even more invaluable asset throughout how we can make the business an even
have been made available via JD4U. Our team are experienced in delivering
2020. better place to work.
•M
essages of support from key business training solutions to support a broad range
Previously JD4U allowed colleagues to Our Employee engagement forums are of initiatives and their greatest achievement
heads issued to large sectors of the
ensure they have access to the latest designed to understand the motivations in 2020 was the number of sessions
business to whom it would previously
information regarding their pay, holiday and of our diverse employee base and the delivered despite the constant changes to
have been impossible to reach during the
contract information but the deployment of representatives meet monthly to discuss the COVID-19 restrictions.
lockdown.
the system’s new homepage in March 2020 topics that matter to our colleagues.
•W
orking from home guidance and tools saw a development which has been crucial
provided to all colleagues expected to This provides representatives from all levels,
to keeping colleagues aware of materials fascias and sectors of the business with
work remotely. that are both necessary and beneficial. the opportunity to convene and provide
the Group with honest feedback, ideas
and concerns from employees and present
ideas to the members for consideration. The
forum then collects relevant data to analyse,
and provide productive feedback, enabling
two-way communication between our
colleagues and the Group.
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CORPORATE AND SOCIAL RESPONSIBILITY
The team have conducted 364 virtual The platform opened up an opportunity to COURSES DELIVERED IN 2020
courses, attended by 1,202 delegates promote existing digitally enabled portfolios
2020 Courses UK and Ireland Courses Held Delegates Trained
across the Group (including 216 courses of learning offerings as a way to help
internationally reaching 894 attendees) colleagues during challenging times and to Welfare Champions 23 45
within 2020. The overwhelming majority of help them to develop new skills. Globally, Retail Academy 60 90
attendees (94%) agreed that virtual courses our employees have access to almost 800 Inclusivity 151 540
allowed for effective learning and the courses, tailored to support their specific
quality of training was maintained. job role, with 8.4 million hours of learning Head Office Management Development Programme 25 18
completed throughout 2020. Retail Supervisor Accreditation 38 308
Our online e-learning platform played a
crucial part in the accelerated adoption of Also, across our Kingsway Distribution Retail Management Development Programme 47 93
digital learning. An example of this was the Centre we have designed a two-step online Head Office Induction 20 108
rollout of the COVID-19 module to 39,554 induction which digitises the previously
colleagues across UK & Europe; achieving physical induction process, vastly improving Total UK 364 1,202
a company record for the highest number the colleague experience. Since October
of participants to a single course. The 2020 over 4,000 staff have been inducted 2020 Courses Europe Courses Held Delegates Trained
module ensured a consistent message was in this way.
Retail Academy 63 53
communicated across the Group, enhancing
awareness and helping to keep our Retail Supervisor Accreditation 42 376
colleagues and customers safe. Retail Management Development Programme 64 167
Territory Specific Courses 23 270
E-LEARNING STATISTICS
Europe Courses on Platform Courses Completed Minutes of Learning Total Europe 192 866
UK and Ireland 205 247,365 3,684,587
UK & Europe Total 556 2,068
Belgium 24 2,191 27,068
Germany 13 7,734 91,709
APPRENTICESHIPS TALENT ACQUISITION
Spain 68 63,300 785,140 Over the last few years, we have worked As the focus over the last year has been to
France 42 15,838 221,244 alongside internal and external stakeholders protect and support our existing colleagues,
to build up an infrastructure to support the Group implemented a temporary
Italy 38 18,633 231,945
the promotion of apprenticeships as a recruitment freeze during 2020. However,
Netherlands 28 3,107 24,102 learning and development opportunity and the Group continues to attract talent
Scandinavia 26 1,250 22,436 to support employee development and globally with thousands of users registered
progression across the Group. internationally on our careers website.
Asia
To date we have had 45 apprentices Our engagement with digital platforms
Asia 15 3,805 75,500 complete their apprenticeships successfully such as LinkedIn has seen this number grow
and have 66 current apprentices studying throughout the past year and will continue
South Korea 13 2,270 51,741
programmes such as Management, HR, to do so going forward. More people than
United States
Data Analytics, Retail, Accountancy, Digital ever want to work for the Group, and we are
Marketing, Software Development, Quantity determined to ensure we become an even
US 796 710,978 498,197,655 Surveying and many more. more attractive employer who can offer
Our key strategy for 2021 is to offer stability, support and growth opportunities
Total Global 1,268 1,076,471 503,413,127 apprenticeship pathways for all employees to our colleagues across the globe.
across Group Retail stores, Distribution
Centres and Head Office alongside
externally advertised apprenticeship
role opportunities. Key successes so far
this year have been the launch of retail
and Distribution Centre apprenticeship
programmes working with our
apprenticeship partner.
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CORPORATE AND SOCIAL RESPONSIBILITY
KICKSTART SCHEME
Today’s young people are the stars of
OPPORTUNITIES WITHIN THE GROUP
The Group’s expansion has meant that HEALTH AND SAFETY
tomorrow. The Group recognises this there have always been opportunities for
and has now been approved to take colleagues to grow with the business. Now, We are fully committed to continuous to this important area to ensure that our
on over 1,200 colleagues as part of the colleagues can grow both professionally and health and safety improvement across all Health and Safety team has the necessary
government’s Kickstart scheme. personally with JD. areas of the Group and understand that it is personnel and other resources to manage
the way we work and behave that protects the risk effectively. Breaches of Health and
Available to people on Universal Credit The amount of learning and development our colleagues, customers and other Safety regulations can happen though,
between the ages of 16 and 24, the Kickstart options for colleagues at all levels of stakeholders. and where they do, we take appropriate
scheme enables the most vulnerable the business is unprecedented and this action and use the experience to ensure
individuals to enter the world of work portfolio of learning materials and pathways Our Occupational Health provision provides
health checks and support for employees an even greater focus on health and safety
to gather vital skills and training (from continues to expand. improvement for the benefit of the public,
both the Group and the Prince’s Trust) as and also enables the business to promote
With the support and development healthier lifestyles. The Retail Trust is also a our customers and our employees.
well as professional experience that will resources available, the Group is in the
benefit them for the rest of their careers. key component of our wellbeing strategy, We can report the following for the year:
unique position of being a great business providing a free, confidential support
Our Kickstart selection process will have a to work for providing exciting opportunities •T
he Royal Society for the Prevention of
particular focus on attracting individuals service that aids the emotional and financial Accidents awarded the Group a Gold
both in the UK and internationally. wellbeing of our people, their families and
from disadvantaged backgrounds who Award for its retail health and safety
would have otherwise been displaced direct dependants in times of need. management in March 2020.
further from the employment market due to Our organisational structure defines •T
here have been no Local Authority or
COVID-19. individual safety responsibilities and duties Fire Authority enforcement notices served
to ensure that we provide and maintain safe in UK and the Republic of Ireland during
and healthy working conditions, equipment the year.
and systems of work for all our colleagues.
The table below shows the number of
We demonstrate this commitment through enforcement notices served in the UK and
active leadership, promoting best practice the Republic of Ireland over the 10-year
and by setting specific and measurable period since 2011.
targets each year. Our performance against
these targets is reviewed at Board level and
reported upon regularly. We will ensure that ENFORCEMENT NOTICES SERVED
adequate resource is provided to enable 2011–2020
these targets to be achieved and to ensure
the effective management of risk within the
4
Group.
3
As the Group’s physical store base becomes
2
more geographically dispersed, the risk of
1
breaches in health and safety standards
2020
2014
2016
2019
2015
2018
2012
2013
2017
2011
and regulations will naturally increase. To
mitigate against this risk, we constantly
review the level of resource dedicated
106 107
CORPORATE AND SOCIAL RESPONSIBILITY
108 109
CORPORATE AND SOCIAL RESPONSIBILITY
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CORPORATE AND SOCIAL RESPONSIBILITY
ENVIRONMENTAL – CLIMATE
CHANGE REPORTING AND
and Carbon Reporting (SECR) system and
has fulfilled our Energy Savings Opportunity
The secondary category of carbon
emissions (Scope Three – those arising from COMPLIANCE
Scheme (ESOS) and Energy Efficiency the activities of our supply chain) has been
Directive (EED) obligations. At present, over fully mapped during the period as part of THE SECONDARY CATEGORY OF CARBON EMISSIONS (SCOPE THREE –
99% of Group carbon emissions fall within our SBTi preparations. Purchased goods THOSE ARISING FROM THE ACTIVITIES OF OUR SUPPLY CHAIN) HAS BEEN
the Scope Three category. and services (71.42%) are the largest Scope FULLY MAPPED DURING THE PERIOD AS PART OF OUR SBTI PREPARATIONS:
The Group continues to use CDP as Three contributor. The Group continues to
our primary method of monitoring our monitor the progress of our largest suppliers
comparative industry performance relating as they seek to achieve their respective
to our management and strategy relating carbon reduction targets. Emissions data is
to climate change and carbon reduction. constantly adjusted due to both changes in
We recognise that our new position within Group activity and changes to calculation USE OF SOLD EMPLOYEE WASTE GENERATED CAPITAL
the ‘leadership’ category of organisations methodologies. OTHER PRODUCTS COMMUTING IN OPERATIONS GOODS
can only be maintained by continued 1.12% 21.37% 0.47% 0.18% 1.73%
improvements with regards to both
reducing carbon, and further increasing the
transparency of our efforts.
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CORPORATE AND SOCIAL RESPONSIBILITY
114 115
CORPORATE AND SOCIAL RESPONSIBILITY
2020/21 2020/21 – PROGRESS 2021/22 OBJECTIVES 2020/21 2020/21 – PROGRESS 2021/22 OBJECTIVES
ENVIRONMENTAL ENVIRONMENTAL
OBJECTIVE OBJECTIVE
CARBON A Scope Three emission The Group will submit our Scope One RESOURCE Zero to landfill accreditation The Group plans to further develop
REDUCTION – screening exercise has been and Two emission targets to the SBTi MANAGEMENT was achieved following an ‘circular’ waste solutions with
REPORTING completed and submitted within committee and complete our Scope Reducing waste and independent audit of our items ranging from store radios to
Ensure that carbon our 2020 CDP submission. This Three emissions footprint with key improving re-use via Kingsway Distribution Centre. mannequins, reusing items where
reduction measures identified that ‘Purchased goods’ strategic suppliers (to enable SBTi store product ‘take- The Group recycled 5,173 tonnes possible, or working with specialist
are applied to all (i.e. our branded products sold submission for Scope Three targets). back’ of card during the period (2020: material recycling operators.
businesses and by the Group) are our largest The Group plans to implement 5,491 tonnes). The Group also aims to complete the
territories, and also carbon contributor. an inventory management plan The delivered ‘circular economy’ second UK and European packaging
by key suppliers The Group achieved recognition to improve governance for GHG projects including the return, fix, review in two years, identifying new
as a ‘Committed’ supporter emissions data submissions. The and reissue of large numbers of recycling innovations and ensuring
by the Science Based Target Group is also using a new carbon- hangers and tote boxes, reducing that more of our packaging can be
initiative (SBTi) Board in intensity metric to comply with the business costs and delivering a recycled as a single-waste stream.
December 2020. Streamlined Energy and Carbon carbon saving of 72t CO2. The Group will work to improve both
A new store reporting dashboard Reporting (SECR) requirements. The Group has developed a colleague and customer education
was launched, allowing ‘rapid customer education ‘wheel’ on local-re-use, sale and recycling in
action’ to be taken during outlining the key principles of accordance with circular economy
COVID-19 closure periods, re-use, repair and recycling principles.
reducing Group energy usage by of footwear and apparel. This
77%. is available on our corporate
website and supports our opinion
CARBON Within the period we renewed The Group continues to purchase
that blanket ‘retailer take-back’
REDUCTION – existing agreements onto renewable energy wherever
schemes do not provide the
PROCUREMENT renewable energy tariffs and operationally feasible and transition
most environmentally-friendly
Purchase of also moved our Spanish and the remaining European regions so
solutions to end of life product.
renewable Portuguese stores to renewable as to achieve our 100% renewable UK
energy wherever energy contracts. and Europe status by 2022. WATER REDUCTION Over 3.9m litres of water has The Group aims to deliver an
operationally feasible All UK based subsidiaries that The Group plans to identify Site level measures been saved within the period additional 10m litres of water use
were acquired during 2020 opportunities for U.S stores (including across various initiatives - from reduction during FY2022 (on a like
(including Xercise4Less) have acquisitions) to migrate to renewable changing specifications to for like basis).
been transitioned to renewable energy. earlier fault identification, with We plan to migrate our UK and
energy contracts. a potential further 15m litre European standard of energy
reduction identified. reporting management into additional
BENCHMARKING The Group completed CDP The Group aims to continue and The Group delivered Automatic JD Group territories. This will enable
AND ENGAGEMENT: submissions, with results of A- for increase engagement with: Meter Reading (AMR) across easier identification of efficiencies
Increase Group climate (three levels above the a) independent carbon-reduction our largest major occupancy and remedial actions across the
engagement with: retail average and ‘Leadership’ surveys and expanding our distribution centre and gym sites. Group.
a) independent recognition), and B for Water engagement with organisations such
carbon-reduction (two levels above the retail as SBTi.
surveys average).
b) accredited industry bodies
b) accredited industry The Group has also recently - continue and expand ‘zero to
bodies joined the Energy Institute and landfill’ accreditation for our office,
continues to engage with the major occupancy sites and targeted
c) strategic suppliers Retail Energy Forum. geographical locations.
c) strategic suppliers - to develop
our Scope Three footprint and
implement SBTi Scope Three targets,
allowing progress and performance
comparison with our industry peers.
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CORPORATE AND SOCIAL RESPONSIBILITY
2020/21 2019/20
Emissions Source: Tonnes CO2e Equivalent Tonnes CO2e Equivalent
Whilst not a mandatory disclosure, the Group remains committed to presenting data
appertaining to energy usage and carbon footprint. After improving our reporting
mechanisms, the Group is now able to provide its full actual UK and International energy
usage (kWh measurement) and carbon footprint.
2021 2021 2021
UK and ROI Int Total
As required under UK SECR legislation, we have now applied an intensity factor to our GHG
emissions expressed in kilograms CO2e per meter squared.
Following our participation in CDP and RE100, we adhere to international recognised
standards on disclosure for renewable energy consumption. This year we have amended
the presentation of our renewable energy usage. Our previous method was to use the
revenue of our respective businesses supplied by renewable sourced energy as a % of the
total revenue of the Group. As per the new recognised standard, we have changed this to NON RENEWABLE RENEWABLE
now apply a calculation of the renewable energy share of our total electricity consumption
as a percentage for Europe and worldwide, as detailed in the graphs. The percentage is 42% 58%
calculated based on the total usage of renewable energy supply as a % of the total energy
supply for the region.
PERCENTAGE OF WORLDWIDE OPERATIONS
SUPPLIED BY RENEWABLE SOURCED ENERGY
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CORPORATE AND SOCIAL RESPONSIBILITY
Industry data highlighted the need to annual emissions by 1.1 billion tonnes (50%) Accordingly, we have reviewed our own •T
he Group submitted its application to
accelerate decarbonisation in line with the within the next decade to remain on course supply chain to identify how we can join the Better Cotton Initiative (BCI).
2016 Paris Climate Agreement and 2018 to achieve the 1.5°C global temperature encourage sustainable behaviour across We recognise the importance of working
Intergovernmental Panel on Climate Change increase limit required to restrict global our supply tiers to further reduce carbon with a global not-for-profit organisation,
(IPCC) report. McKinsey & Company and warming. The largest carbon emission emissions, encourage increased stewardship and the largest cotton sustainability
the Global Fashion Agenda described impact (identified in the chart below6) is of water, whilst ensuring safe chemical programme in the world. The BCI mission,
further targets within the ‘Fashion on the production, processing and garment practices. purpose and objectives also align to the
Climate’ report. The report identified that manufacturing stages of the supply chain United Nations Sustainable Development
the wider fashion industry needed to reduce cycle. ENVIRONMENTAL – WATER STEWARDSHIP Goals (UN sustainable development
AND BIODIVERSITY goals).
The Group recognises that key raw •C
ontinuing our ‘Sustainability flag’
ANNUAL GREENHOUSE GAS EMISSIONS OF APPAREL AND FOOTWEAR materials including cotton rely heavily assessment process for the Group’s
on water availability. Making sustainable own-brand manufactured garments. This
products can directly impact farmers, the ensures that our private label products
use of pesticides and water. Using recycled (and suppliers) have been subject to
polyester can offer many sustainable reviews and compliance criteria designed
30%
benefits vs virgin polyester. The majority of to reduce our impact on the environment.
goods sold by the Group are manufactured Further details can be found on our
% of total Industry emissions
120 121
CORPORATE AND SOCIAL RESPONSIBILITY
122 123
CORPORATE AND SOCIAL RESPONSIBILITY
124 125
CORPORATE AND SOCIAL RESPONSIBILITY
•C
hild labour shall not be used •N
o discrimination SUPPORTING OUR PRIVATE LABEL and trims had to be put ‘on hold’ across
The organisation shall establish, document, The organisation shall not engage in MANUFACTURERS DURING COVID-19 the world. By September 2020, we had
maintain and effectively communicate to or support discrimination in hiring, The challenges of the global pandemic re-designed, re-phased and reduced the
personnel and approved subcontractors, remuneration, access to training, required the Group to re-phase fabrics outstanding commitment to zero within
written policies and procedures for promotion, termination or retirement and orders within the supply chain to our supply base. The Group is proud of the
remediation of child labourers, and shall based on race, national or territorial later seasons, moving stock to different fact that during this challenging year, no
provide adequate financial and other or social origin, caste, birth, religion, locations in order to accommodate closures supplier was left with excess fabric or trims,
support to enable such children to attend disability, gender, sexual orientation, across Europe. These changes reduced our or suffered any negative impacts arising
and remain in school until no longer a child family responsibilities, marital status, union ‘seasonal buy’ plans. from cancelled orders. Further, suppliers
as defined above. membership, political opinions, age or During the first lockdown period (April – continued to be paid according to pre-
The organisation may employ young any other condition that could give rise to June 2020) over $170 million of fabrics agreed terms.
workers, but where such young workers discrimination. The organisation shall not
are subject to compulsory education laws, allow any behaviour that is threatening,
they shall work only outside of school abusive or exploitative, including gestures,
hours. Under no circumstances shall language and physical contact, in the
any young worker’s school, work and workplace and in all property provided by
transportation time exceed a combined the organisation, whether it owns, leases
total of 10 hours per day, and in no case or contracts the residences or property
from a service provider.
SUSTAINABILITY IN PRIVATE LABEL
shall young workers work more than 8
hours a day. Young workers may not work • Regular employment is provided MANUFACTURING
during night hours. Obligations to employees under labour or
social security laws and regulations arising The Group began the journey to integrate During the first period of the Group’s
• Living wages are paid in line with local
from the regular employment relationship sustainability into our private label business BCI membership (2020), the Group
laws and for a standard working week,
shall not be avoided through the use of in 2019, thus embedding sustainability as an produced 22% of its cotton through the
overtime must be paid at premium rate
labour-only contracting, sub-contracting, integral part of our private label production BCI programme. This equates to 3.7
The organisation shall respect the right
or home-working arrangements, or – from conception to end product and million garments, representing 492 metric
of personnel to a living wage and ensure
through apprenticeship schemes where beyond. tonnes of ‘Better Cotton’, (cotton grown
that wages for a normal work week,
there is no real intent to impart skills or During the last quarter of 2020, the Group via methods that protect and restore the
not including overtime, shall always
provide regular employment, nor shall any became members of The Better Cotton environment, whilst improving farmers’
meet at least legal or industry minimum
such obligations be avoided through the Initiative (BCI). The BCI is a global, not-for- livelihoods). Our sourcing of Better Cotton
standards, or collective bargaining
excessive use of fixed-term contracts of profit organisation and the largest cotton in 2020 saved an estimated 279 million litres
agreements (where applicable). Wages
employment. sustainability programme in the world. BCI of water whilst generating over €80,000 of
shall be sufficient to meet the basic
exists to make global cotton production additional profit for BCI-licensed farmers.
needs of personnel and to provide some •N
o harsh or inhumane treatment is
discretionary income. The organisation tolerated better for the people that produce it, the
shall not make deductions from wages for Physical abuse or discipline, the threat of environment in which it grows, and to invest
disciplinary purposes. physical abuse, sexual or other harassment within the future of the cotton industry.
• Working hours must not be excessive and and verbal abuse or other forms of
must be voluntary intimidation shall be prohibited.
The organisation shall comply with The health and safety of workers is
applicable laws, collective bargaining paramount in all areas of our business,
agreements (where applicable) and direct or otherwise. The Group continues
industry standards on working hours, to review its policies on ethical sourcing
breaks and public holidays. The normal on a regular basis. We continuously assess
work week, not including overtime, shall factory ethical and quality management
be defined by law but shall not exceed 48 and work with our suppliers to improve
hours. Personnel shall be provided with conditions in our factories.
at least one day off following every six
consecutive days of working.
126 127
CORPORATE AND SOCIAL RESPONSIBILITY
PRODUCTION PYRAMID
The high level of investment within the BCI
programme helps to support women within CARE LABELS
the cotton supply chain, enabling them to 100%
strengthen their standing within both their
22% 492 279
families and communities. In the 2018–2019
of products tonnes
cotton season, BCI training reached 98,789 BARCODES
million
female farmers across the world. litres 100%
Female farmers supported by the BCI learn
every aspect of cotton growing – from seed
SWING TAGS
made in BCI of BCIto harvest, with the programme including:
cotton of water 100%
since joining used
• Safe use of chemicals. saved
•A
dvantages of replacing conventional
pesticides with natural substances. LABELS
• Improving soil fertility. 100%
492 279
• Optimising irrigation and water harvesting
tonnes techniques.
million THREAD
The Group has committed to sourcing 80%
litres
of its cotton through the BCI by 2022. This
is an ambitious target, but one that we are
confident can be achieved by converting 13
of BCI cotton of watergarments to sustainable cotton. 4% POLYESTER
million
used saved
Man-made fibres, namely recycled polyester,
remain a challenge. Recycled polyester
varies considerably in both cost and quality. 22% COTTON
However, by using a mix of virgin and
recycled polyester to offset cost and quality,
a further 440,000 garments were produced LINING AND
279 bringing our 2020 total to just over four WADDINGS
million million pieces. This represented 25.6% of 83.5%
litres our total inventory for 2020, achieving our
target during an unprecedented year.
Working from design through development, FASTENINGS
of water we have achieved a minimum of 30% of
saved sustainable materials within a garment.
Our design and development team has SUSTAINABLE
undertaken the conversion of components Components in the production process which are manufactured to a pre-determined
used in the manufacture to sustainable level of sustainability, including sustainable materials and / or processes.
materials. The production pyramid
demonstrates the percentages achieved NON SUSTAINABLE
by substituting materials, from throwaway Components in the production process which are currently not from a sustainable
packaging to linings and waddings. source. These areas are high priority to become sustainable going forward.
128 129
CORPORATE AND SOCIAL RESPONSIBILITY
SUSTAINABILITY IN PRIVATE LABEL The Group presently contracts fully- DESIGNING OUT WASTE AND POLLUTION achieved this aim, whilst reducing waste,
MANUFACTURING – SUPPORTING factored garments and does not have Our products are designed with and supporting four of the key UN SDGs.
INDUSTRY INITIATIVES direct relationships with the lower sustainability in mind from the outset,
The Group has committed to join WRAP tiers of our supply chain. However, our using high quality material and dyes, 1. AFRICA SHOES
Textile 2030, an initiative that takes effect ambition is to utilise our existing supply laser-cutting and brushing of the fabric Africa Shoes has been exporting branded
in 2021. This is a government backed chain knowledge and understanding to during manufacture. These best practice second-hand and safe basic-fault products
project, replacing the previously successful incorporate sustainable processes (including measures extend the life of products, to Africa and other outlets around the
Sustainable Clothing Action Plan (SCAP). finishes at dye house level) into our product whilst minimising the release of dyes world since 1990. This type of stock has
Membership enables the Group to utilise development and end garments. These and microfibres once in the home of the historically been ‘discarded’ by other
additional systems and training to further include critical environmental protection consumer. Microfibres are too small to be retailers. Whilst Africa Shoes sells product
measure our overall GHG emissions and categories such as energy, water and the filtered out by waste treatment plants, so globally, the preferred destination for the
water usage. This, in turn, enables us to carbon usage arising from manufacture. travel through and pollute water pipes to majority of our stock is markets within
reduce emissions and resource usage in enter oceans and rivers. Effective design selected regions of Africa. Small, local
accordance with both our own and national CIRCULAR ECONOMY can mitigate and reduce the impact of vendors are able to access re-saleable stock
/ international targets. The Ellen MacArthur Foundation defines microfibres. at heavily discounted prices enabling them
WRAP Textile 2030 builds on the original a circular economy as being; ‘based on Our Development Team analyses the data to make profit and contribute towards their
WRAP action plan to move towards the principles of designing out waste and and comments associated with products local economy.
circularity, system change, climate action, pollution, keeping products and materials in returned by our customers to identify any
contributing towards national policy use, and regenerating natural systems.’ common issues which can be corrected 2. SOLE RESPONSIBILITY
and regulatory developments, including The Group is committed to an internal for future production cycles. These design Sole Responsibility specialises in the
Extended Producer Responsibility (EPR). circular economy model to ensure the changes and corrections help to reduce resale of clothing and footwear diverted
To further support our work on WRAP minimisation and eradication of landfill the volume of customer returns; which in from landfill to consumers, thus giving the
Textile 2030, our collation of information waste across our business. We have already turn eliminates carbon emissions arising ‘seconds’ a ‘second chance’ and keeping
has extended to the lower tiers in our achieved ‘zero waste to landfill’ certification as a result of product returns. In circular products and materials in use.
supply chain, mills and dye houses. This for our UK distribution centre, and continue economy terminology, this is ‘designing out
enables assessment of the environmental to re-use, repurpose and recycle across all waste and pollution’ in practice.
3. CARBON RESOURCES (CAMPING
impacts within our supply chain, including of our operations – from sourcing through RESOURCES) LTD
aggregation of supplier certifications and to packaging. KEEPING PRODUCTS AND MATERIALS Supporting our Outdoor businesses, Carbon
accreditations. IN USE Resources specialises in the refurbishment
Despite our design improvement and repair of tents and equipment, giving
progression, changing customer tastes and products an extended life. The quality of
requirements mean that it is not possible to repairs offered ensures ongoing durability
completely eliminate returned stock. for years beyond the original repair, keeping
The Group has developed a supply chain products and materials in use, and reducing
to support the environment by keeping the carbon footprint associated with new
products and materials in use for as long manufacture.
as possible. To enable this, it was vital
WE ARE to identify supply chain partners able to
SHIFTING TO align to our waste-elimination principles
A SYSTEM within their own businesses. This ensures
Regenerate WHERE WE Design out compliance throughout the supply chain,
natural waste and benefits end customers, and enables
systems pollution the suppliers to make their own, direct
contribution towards the United Nations
‘Sustainable Development Goals’ ( UN
SDGs).
A summary of three of our suppliers
supporting the Group to ‘keep products
and materials in use’ is provided as follows.
Through ongoing collaboration, we have
The graph below demonstrates the recent volumes of products given an ‘extended life’ BEHIND THE LABEL We did not allow COVID-19 to stop us from
via our supply chain partners. Please note that 2021 volumes were impacted by the Our JD fascia (and the larger Group commencing our journey to look behind the
COVID-19 pandemic. subsidiaries) has committed to a target of label at the end to end production process:
80% BCI cotton use by 2022. We continue The Group Private Label team
to work on increasing our usage of recycled April commenced researching
Number of units polyester, thus aiming to reduce the impact 2020 sustainable processes (including
0 of the manufacture of Group private label machinery alternatives) to replace
products. We recognise that to achieve this existing conventional practices. This aided
1,792
target we must continue our progress, from identification of the requirements for a
2018
1,138 farm level to finished garments, and each more sustainable supply chain.
0 stage in between.
A fact sheet was created to collate
In order to achieve long-term, sustainable data from tier 2, 3 & 4 (mills,
3,312 July
improvements across the supply chain, it is
2020 dye houses and print houses)
imperative that the Group, our brands and identifying the processes /
46,509 non-governmental organisations continue practices / machinery used, certifications
to work with host countries to improve and environmental audits in place, and
3,998 conditions for workers. Our experience initiatives being undertaken by suppliers.
2019
suppliers source cotton from multiple origin Nov to our entire supplier base, resulting
19,509
regions beyond their own borders and the 2020 in data being supplied to our Private
0 Group sources many non-cotton products Label team from 87 mills, 81 dye
from factory locations in China and other houses and 61 print houses.
37,708
territories. Regardless of material or origin As anticipated by the Private Label
location, the protection of worker rights Dec team, we received mixed data
3,434 within our supply chain remains a primary 2020 and responses. Not all suppliers
focus of the Group. could provide verifiable data to
580
To ensure that we meet the 2030 target, substantiate the positive environmental
2021
chain not just those that we contract positive environmental and monetary
17,600 with for the actual production of the benefits of such changes. As more
61,939 finished garment for resale. It is the mills international brands and retailers undertake
and dye houses that have the greatest similar engagement initiatives, the likelihood
7,012
environmental impact within the tiers of the of consolidated, verified certification
102,129 supply chain. Exploring different fabrics and becomes more likely.
processes within these operations builds
awareness and knowledge, enabling action
Africa Shoe Shoes and Clothing
on environmental issues. Collectively, these
measures help to reduce the year-on-year
Camping Resources Sole Responsibility
environmental impact across our supply
chain.
Named and Branded Gear
132 133
CORPORATE AND SOCIAL RESPONSIBILITY
The Group Private Label team 2021–2022 partners, Young Minds. Further support was • Introduce our staff to a clearer procedure
Jan decided to focus on three The Group will continue to work with supplied by Papyrus, a charity supporting for reporting any concerns.
2021 strategic assessment areas: suppliers and key stakeholders to the prevention of suicide. Our welfare •E
ngage with bodies such as the
Chemical, Energy, and Water. promote best practice. We realise that champions have not only been able to Gangmasters and Labour Abuse
Supplier data has been analysed and a our existing knowledge of assessing data help others suffering during this year of Authority (GLAA) to enlist support for
grading system is now being implemented. relating to sustainable processes within the pandemic but have also personally the investigation of and prevention of
This will provide further transparency the manufacturing supply chain can be benefitted from the extra support available. improper or criminal activity.
relating to sustainability certifications and improved. Our team will be focusing During the period, our Welfare Champions
accreditations across the supply chain. Our on expanding our understanding of • Identify areas for continued improvement.
have been further supported by improved The Group shall be collaborating with
three assessment areas incorporate industry environmental practices across all tiers access to ‘Strategic Response’ and
standard audits, reviews, management of the supply chain and encouraging our external agencies to protect and promote
‘Critical Response’ teams. Initially set up worker safety at our core facilities. We
systems, certifications and accreditations to factories to do the same within their own in our Kingsway Distribution Centre, these
provide an overall grade. organisations. aim to extend additional training into
changes have enabled us to: our individual stores and wider retail
We will continue to learn from our partners, • Provide additional support and training to environment by the end of 2022.
and their operations, to reduce our help staff to identify the signs of modern
collective environmental impact across slavery and labour exploitation.
both our immediate operations and within
the local environments in which our supply
chain operations are undertaken.
ESCALATION PROCESS FLOW
• Expand the scope and breadth of supply important to keep abreast of new trends SUPPLY CHAIN OWN LABEL SOURCING
chain worker protection. Through our emerging from those involved in labour The Group continued to map our supply Within the audit status graph, the ‘third
membership of UNSEEN UK, we shall exploitation and modern slavery. Through chain, with this now completed to the print party audit in date’ line of 77% represents all
continue our progress on supply chain our collaboration with the GLAA, UNSEEN houses in the fourth tier. This strategy of the factories where an audit is required
transparency mapping. This will include, UK and our supply chain partners, the requires continual engagement with our in accordance with Group processes. Of
but not be limited to UK third party Group is confident that it has the ability to partners – our manufacturing chains beyond the remaining 23% of factories, 16.8%
warehousing operations. continue to adapt and improve our work to first tier will often change due to demand were delayed due to travel restrictions
Modern Slavery is a constantly changing, increase the awareness of and reduce the and capacity. As a supplier of fully factored arising from the COVID-19 pandemic. The
multi-faceted topic that can impact any prevalence of Modern Slavery. garments, our partnership does not remaining 6.2% did not require an audit
sector or community. Accordingly, it is historically extend to mills and dye houses, owing to either minimal volumes, or where
though we recognise the need to develop 2019/20 was the first year the Group has
these relationships further. worked with these factories.
The percentage of suppliers audited has
AUDIT STATUS 2020 VS 2019 reduced from 86% to 77% but this reporting
Protection of workers within our supply period of 2020 includes new acquisitions
chain is paramount. We will continue to which were not previously included in
have zero tolerance approach to critical our audit programme. Additionally, the
issues identified by Group personnel or 2020 audit percentage decreased due
third-party auditors, from physical working to the inclusion of our Sprinter / Sport
environment concerns through to anything Zone European subsidiary, which added
that impacts workers and causes hardship complexity to the analysis of an already
or harm. The factories used by the Group diverse global supply chain.
are audited by accredited third party,
Our core sourcing regions are in Asia, India,
specialist assessment and audit suppliers, as
Turkey and Pakistan. The chart on page
shown in the graph below.
139 illustrates the value split (in GBP) by
country for private label product sourcing
across all Group entities.
NO AUDIT REQUIRED
6.2%
7.8%
2021
2020
136 137
CORPORATE AND SOCIAL RESPONSIBILITY
138 139
THE JD FOUNDATION CHANGING LIVES, SAVING LIVES
The mission of the JD Foundation is to support
charities working with disadvantaged young
people in the UK.
The JD Foundation (The Foundation) donated to our charity partners. All monies
supported 18 charities in 2020 with a focus raised (excluding fees) are distributed
on mental health and homelessness. amongst the chosen charity partners, with a
The JD Foundation is a registered charity, small reserve left for emergency funding.
founded by JD Group in October 2015. The Foundation is committed to distributing
100% of the net proceeds from the sale of 100% of all monies raised, less direct
the iconic JD Duffle Bag and other carrier expenses with any residual amounts over
bags in England, Wales and Scotland are committed to the principal partners retained
transferred to the JD Foundation. In the for emergency funding.
period from October 2015 to January 2021,
the JD Foundation has raised over £3.5
million, with 89% of funds received to date
ity
ar
Ch
le
ab
ain
ust
aS
Grow i ng
erships -
rtn
a
gP
Developin
£3.1m OVER
£3.5m
TOTAL AMOUNT
DONATED TOTAL AMOUNT CHOSEN CHARITIES FOR 2020 The Foundation supported The Daily
£1.1m
In addition to supporting youth charities, partnership with City Hearts, who believe books, which supports age appropriate play
the Foundation also supports Mountain that together we can help victims of and encourages parent-child interaction to
Rescue England and Wales and Scottish Modern Slavery not just become survivors stimulate early communication & language
Mountain Rescue. During the five but see them thriving in their communities. skills. Families would also then be able to
year partnerships the Foundation has The Foundation supports the Bright Futures select a combination of items and resources
donated over £1.1 million to support TOTAL AMOUNT Employment programme in partnership
with JD Sports.
up to the value of £340 in the form of
essential household items (e.g. table and
the services they provide in Scotland,
England and Wales. DONATED chairs, cots, beds, oil-filled radiators) or
vouchers for supermarkets and Argos.
140 141
EMPLOYEE CHOICE WHAT WE DO...
We believe in a future where talent is
PLANS FOR THE FUTURE…
2021 promises to be an exciting year for us.
PARTNERSHIP respected and nurtured irrespective of
where it comes from, where organisations
With the support of the JD Foundation, we
will launch our new online Opportunities
recognise and realise the benefits of Hub. It will connect ambitious young people
#BlackLivesMatter a diverse workforce and where our
communities can come together and thrive.
with jobs, work experience, internships and
mentoring opportunities with employers
This is our blueprint to set the foundations that would normally be out of their
for a more inclusive society to grow. reach. Through the Opportunities Hub,
Our high impact programmes work organisations will have access to a rich mix
with disadvantaged young people of talent that they often struggle to reach
and communities, providing tangible and young people will get the support they
opportunities and support that enables need to begin their career.
them to thrive, whilst driving systemic We were delighted to be awarded the JD
In September 2020 the Foundation change in organisations and society. Foundation Employee Choice Partner in
announced a new two year Employee 2020. Ours is a blueprint for a future, where
Choice Partnership with Blueprint for All talent is respected and nurtured irrespective
(formerly the Stephen Lawrence Charitable of its origins.
Trust). In support of the #BlackLivesMatter
movement £62,500 was pledged towards
the eradication of racism. A number of
charities in line with our mission were On 1 January 2021, our name changed
short listed with colleagues voting in our to Blueprint for All (formerly the
first Employee Choice Partnership for their Stephen Lawrence Charitable Trust).
preferred partnership. Three other charities This change respects Stephen’s family’s
were awarded grants in this process – Show wishes that the Stephen Lawrence
Racism the Red Card, BLAM UK CIC and Day Foundation, set up by his mother
Anthony Walker Foundation. Baroness Lawrence last year, is the
only charity to bear his name. As
See a statement (right) from Blueprint:
we change our name, we are proud
to confirm our charitable purpose
and indeed all our work to ensure
opportunities denied to Stephen due
to race, ethnicity or background are
rooted in our objectives forever and
we will continue to honour his memory
through our work.
The Blueprint in our new name signifies
that we have a clear plan to create the
changes our society needs, and gives a
subtle nod to Stephen’s own desire to
become an architect, ensuring that he
is always recognised in our story. The
‘for All’ highlights our belief that the
same opportunities and support should
be open to everyone, not limited
because of someone’s race, ethnicity
or background. It also speaks of our
collaborative approach and the role we
all need to play in creating a fairer and
more inclusive society.
142 143
COVID-19 PANDEMIC
“2020 was a tough year for charities but an We opened our first base in Northern Ireland
ever more challenging time for those they during the first national lockdown across the
support. PAPYRUS worked hard to build up UK and ROI. Quite an achievement. Our staff
it’s reserves to enable more young people in the North West, London, West Midlands
to be able to access our services. We had and Cardiff, have continued to engage their
great plans to extend services and to grow local and regional communities in suicide
our footprint. The pandemic hit us suddenly awareness, prevention and learning about
and we were quick to act, shelving many of our model of intervention.
our plans for growth in order to maintain our PAPYRUS would be nothing without those
essential offer. who turn tragedy into hope, rooted in
personal experiences of suicide loss, mental
illness or emotional distress.
Most of our income comes from people who
want no child or young person to suffer
what they or their loved ones have
been through in terms of anguish
We set our course to PAPYRUS would be
and suffering, often hidden from
protect our much-valued nothing without those
sight because of the social stigma
HOPELINEUK service, who turn tragedy into
that still surrounds suicide. With
our unique response hope, rooted in personal
them, our charity partners enable
to those with thoughts experiences of suicide
our life-promoting services.
of suicide and those loss, mental illness or
Many of our partners, like the
concerned about them. emotional distress.
JD Foundation not only give us
financial support; they work with
us to link more people to what
we can bring to them and they to
us.
Suicide prevention is best delivered
144 145
The JD Foundation has provided us with invaluable support,
which has enabled us to inspire over 500 young people this
2020 was an incredibly busy year for all of us close family contact on an ongoing basis, to year and prepare them for their future working lives. The
at YoungMinds, providing thousands of young dealing with health anxiety and pulling together additional value that has been provided through all the JD
people across the UK with the support and ideas for virtual shared activities that we can staff volunteering time, directly supporting young people, is
guidance they have so desperately needed. At push out to young people to help those who are of huge significance. They have been inspired by people who
a time when help is out of reach for so many worried about isolation. love their jobs and speak about them passionately! I’m really
young people, our work has never been more The support of our funders has meant that grateful for the ongoing support of the JD Foundation and the
important. we have been able to respond quickly and massive impact it is having on the lives of local young people.
During the pandemic there has been a dramatic effectively, meeting the scale of demand during Phil East, CEO Salford Foundation
increase in the number of young people a time of great uncertainty.
accessing the YoungMinds website for support. We know that we aren’t out of the woods yet.
They are seeing more emerging mental health COVID-19 is still well and truly with us and we
challenges as well as increasingly serious issues, are now facing a major recession, and continued
as access to traditional means of support uncertainty of living with an invisible disease.
such as school, family and friends have been This means we are expecting the biggest
reduced. crisis for young people’s mental health for
From seeking practical tips to help them get generations.
through a tough day, to reaching out for urgent Looking ahead, we have a calendar packed full
help; YoungMinds ensure that no matter the of activities and content in order to help young The support Once Upon a Smile has received from the JD
challenges a young person might be facing, people get through the following months of Foundation has been a lifeline. Over the last few years we as a
they can turn to them and find the trusted help restrictions in place. We will continue being charity have grown and that growth has ensured we are able
and support that they need. there for young people no matter how this to support more bereaved families. This growth is thanks to the
Our number one priority is to ensure as many unfolds – we’re determined to show them they support of the Foundation and without it, I have no doubt, our
young people and families as possible feel aren’t alone. charity wouldn’t be as much of a success as it is.
supported and able to look out for themselves Daniel Jillings, Once Upon A Smile.
and others during this difficult and uncertain
“
time.
We have done this through our Parents Helpline,
which has seamlessly converted to remote
working and by ensuring our YoungMinds Crisis Our number one priority is to
Messenger service can respond to a predicted ensure as many young people
growth in demand over the period. We also and families as possible feel
adapted our 360 Schools digital community supported and able to look
content by creating a downloadable resource
for schools to share with students and their
parents, and are continuously developing our
“out for themselves and others
during this difficult and
uncertain time
The support we have received from the foundation has truly
transformed Smiling Families. We have been able to reach so
digital content on everything from surviving many families in so many ways, NONE of which would have
been possible without the support of the JD Foundation.
Our services have been able to expand and we have seen
the families that have contacted us or been nominated have
quadrupled each year. The support was so important to us
during 2020 as we were thrown into unprecedented waters
and suddenly needed to shop and deliver medication and
medical supplies for our 47 families during lockdown. We also
recognised a need for mental health support on a wide scale
as our families battled isolation. With the Foundation’s help
we were able to supply Smile boxes on a weekly basis which
were safely delivered and coincided with online fun sessions
for over 260 people. Our charity would truly have had to let all
those people down were it not for the love and support of the
Foundation.
Kerry Martin Beades, Founder Smiling Families
146 147
“Imagine the Change’ or ‘Be the Change’, that’s With an updated purpose of providing
what the team at Manchester Youth Zone tell ‘somewhere to turn, something to do, someone
their members when they walk through the to talk to’, along came #VirtualMYZ – an
doors of their big yellow building… and that’s online Youth Zone with Zoom Sessions, Daily
exactly what they themselves had to do as Challenges, Fitness Sessions, Food Deliveries,
COVID-19 struck! Well-being Calls / Visits and much, much more.”
As a charity that would normally welcome over
1,000 visits from some of the most vulnerable
children in Manchester every week, being
forced to close their doors was never going to
stop them being there for young people. They
adapted, they changed, and they broke through
boundaries they didn’t even know existed.
HEADLINE STATS: APRIL – DECEMBER 2020 The JD Foundation is a founder patron of the
HideOut Youth Zone who officially opened
Employability workshops are also available
for those who need help getting into
on Saturday 26 September by Capital Donor employment, education or training and our
Fred Done, representatives from Manchester enterprise suite and business links inspire
City Council and young people. The them to dream big and develop their
Foundation have donated £50,000 so far and entrepreneurial skills.
will provide a further £50,000 in partnership Following months of isolation, which has
funding across 2021 and 2022. taken its toll on young people’s physical and
Through food deliveries Though core sessions were With a mix of fitness Located in Gorton, HideOut Youth Zone is mental wellbeing, the Youth Zone is playing a
and ‘grab bags’ available closed, MYZ could still sessions, music lessons, a brand-new youth charity which provides key role in supporting young people.
to collect at MYZ they hold 1–1 sessions and in game nights, cooking clubs thousands of young Mancunians with
provided 9,236 free meals some cases support group and more, MYZ hosted 824 During the national lockdown periods we
somewhere to go, something to do and have been delivering small group & 1to1
for the families they activities meaning they still Zoom Sessions! someone to talk to. The youth zone is open
work with. had 2,767 visits to Youth support, digital & online sessions, welfare
to young people aged 8–19 and up to 25 for calls, home door visits & detached street
Zone. those with additional needs. work across the community seven days a
HideOut is open whenever school is closed week. We are always here for young people
for young people, ensuring they have the across Manchester and feedback from our
opportunity to take part in around 20 members, parents and carers has been
practical activities per night including sports, extremely positive during challenging times.
arts, media, music, dance, cooking, health &
wellbeing, and digital technology.
Daily challenges and activities across Still providing young people with
socials meant that there’s been over ‘someone to talk to’ there was 622
9,500 engagements. hours of 1–1 mentoring and over 1,000
phone calls!
148 149
CHARLOTTE’S STORY
In 2016 I was suffering with shortness of trip to the supermarket would have me
breath and tiredness whilst at university. in bed for several days afterwards. Most
Following several GP appointments it was people discover they have restrictive
concluded that I was just suffering with cardiomyopathy by fainting or ending up in
stress and anxiety due to my university A&E with a stroke or with arrhythmias.
work and being away from home. Despite I feel incredibly grateful to Debbie and
this, my symptoms continued to get worse CRY that my fate was quite different and I
and when I went home for the summer my am now back to living the life I love. I urge
mum was concerned about how much everyone to have a CRY screening even if
I was struggling. they are perfectly healthy because many
She’d heard of a heart screening in our local people have no symptoms but are at risk of
area and suggested I went and get checked sudden cardiac death.”
over. I went along with my boyfriend to
both be screened and it was completely
free which was a plus with both of us being
“
students!
I RECEIVED
THE GIFT OF A
“ They asked for any family history and I had
an ECG and then an echocardiogram also.
Following my screening I was referred to
a cardiologist for further tests because my
NEW HEART results were abnormal. I met my cardiologist
and he said he wasn’t sure until he did more
tests but he knew whatever it was my heart
CARDIAC RISK IN THE YOUNG was ‘far from normal’. I was so glad that I
was finally being taken seriously but also
very worried about how long I’d been living
Charlotte Carney
with this and not realised!
Charlotte Carney attended a CRY screening
I was finally diagnosed with restrictive
day funded by the JD Foundation.
cardiomyopathy and started on several
medications including beta blockers
and blood thinners. I was at huge risk
of a stroke and also sudden death
which was terrifying. Around 6 months
after diagnosis I was told that I was still
getting worse and I wasn’t responding to
medication. There is no cure for restrictive
cardiomyopathy and I was transferred
to a heart transplant team to assess my
suitability. Thankfully I was the perfect
candidate for a heart transplant and I was
placed on the waiting list 3 February 2018.
On 27 February 2018 I received the gift
of a new heart. Before this it was at
the point where I was bedbound and
couldn’t do anything I loved anymore, a
150 151
INTO 2021... FIND OUT MORE...
In 2021 we’re committed to developing our the students for the session, guiding them
charity partnerships even further, outside of through the activities. The sessions and CHANGING LIVES, SAVING LIVES
the funding we offer. The JD employees play activities are the same as those in schools
an integral part in raising aspirations and and will end with a YouTube Live / Zoom
supporting our youth of today. Below are site visit, where the business mentor will be
just some of the exciting projects gathering able to give students a tour of the office, set
momentum. an activity and answer questions.
“
MENTORING
Another year, another cohort of mentors as
we continue to support Salford Foundations
Inspired to Aspire Mentoring Programme.
Aimed at students in Year 8 and Year 9, The young people have learnt how to map
the programme consists of seven ‘soft skill’ read and navigate, have learnt about safety
sessions that focus on the skills needed in in the outdoors and emergency first aid.
the world of work (Introduction, Teamwork, They have learnt how to repair punctures, fix
Time management, Self-awareness, broken chains and maintain the bikes after
Communication, Problem solving). a ride. They have ridden up, down, through
water, over rocks and even done some jumps
This is extremely beneficial for students in and they have done all this in some really
helping them understand how education
links to the world of work. We will continue
to offer our usual programme in schools
(following COVID-19 procedures) delivered
“
poor weather, all thanks to Outdoor Group
and the kind donations the kids were able to
do this in all kinds of weather.
152 153
SECTION 172 STATEMENT
STAKEHOLDER KEY ISSUE HOW WE HAVE IMPACT OF HOW THE BOARD STAKEHOLDER KEY ISSUE HOW WE HAVE IMPACT OF HOW THE BOARD
ENGAGED ENGAGEMENT TOOK ACCOUNT OF ENGAGED ENGAGEMENT TOOK ACCOUNT OF
THE ENGAGEMENT THE ENGAGEMENT
Customers Ensuring we We increased our We have issued Our online and Colleagues Maintaining The Group’s Revised work from The Executive
deliver a positive customer care direct and clear warehouse dialogue with Human Capital home policies Chairman
consumer service to meet communication operations and our employees Management have been shaped attends selected
experience in light the needs of our with our their ability despite extensive system and by employee employee forum
of unprecedented consumers in light customers with to operate store closures and communication feedback. meetings in
levels of online of increased online a central theme effectively, remote working. forum “JD4U” is The feedback order that he can
demand. sales – to ensure of the safety efficiently and Ensuring our now cemented as from our store receive direct
Maintaining our our customers can and wellbeing of safely was one employees a crucial tool in employees feedback from
connections tell us about their our customers of the primary feel connected the way the Group and employee employees. This
with consumers, experiences. and employees topics of and supported engages with its wellbeing has feedback is
despite significant We carried out regarding our discussion by during a very employees. been at the discussed with
periods of store more social store opening the Board during challenging time Diversity and heart of store the Board and
closures. engagement and plans. the period of the from a personal Inclusion training re-opening any appropriate
established an We produced pandemic. and professional has been delivered programmes. actions coming
Identifying the out of the
needs of our increased presence instruction videos The Board perspective. to all employees
on social channels on how we have requested regular and relevant sessions are
consumers and agreed with the
their changing such as You Tube adapted our updates and were engaging content
and Tik Tok. stores ready for provided with all has been created HR Director.
environments.
We developed re-opening in the of the customer to highlight the The Executive
an at home same style and material which key issues, which Chairman
engagement series with the same focused on the have received appeared in the
to communicate branding as we safe re-opening over 40,000 views diversity and
with our consumer create all of our of our store across the Group. inclusion video
which was focused product content network. Employee Forums content to deliver
on entertaining our so that it was are run with his own personal
consumer at home engaging and representatives commitment to
through music, meaningful to our attending from all achieving better
guest appearances consumer. areas of the Group. diversity across
and at home the Group.
workouts.
154 155
SECTION 172 STATEMENT
STAKEHOLDER KEY ISSUE HOW WE HAVE IMPACT OF HOW THE BOARD STAKEHOLDER KEY ISSUE HOW WE HAVE IMPACT OF HOW THE BOARD
ENGAGED ENGAGEMENT TOOK ACCOUNT OF ENGAGED ENGAGEMENT TOOK ACCOUNT OF
THE ENGAGEMENT THE ENGAGEMENT
Shareholders Ensuring our Attending regular The interest Board members Suppliers Establishing a We carry out We have The Board has
shareholders virtual meetings in the recent attend regular robust framework regular audits successfully established a JD
have a clear and roadshows share placing shareholder for the protection of our factories mapped the code of conduct
understanding with shareholders. exercise shows meetings and the of people and engage in second and which is shared
of our global Delivering an shareholders Remuneration working for our extensive due third tiers of with all suppliers
expansion improved investor and prospective Committee suppliers – in diligence to ensure the Group’s and follows the
strategy. website with better shareholders Chair has led particular ensuring we understand manufacturing International
Ensure our disclosure on key understand the the initiative fundamental where the supply chain Labour
shareholders topics including Group’s future to change health & safety components of the to include mills Organisation
understand the supply chain. global plans. the Executive measures are products that we and dye houses minimum
measures taken A new Director pay in place and manufacture are and this will be standards. As
to secure a robust remuneration structure. safeguarding made and what the included in the set out in more
financial position policy with a share The Board and promoting working conditions 2021 transparency detail in the
through the based LTIP is to regularly engages their basic human are like in those map at Corporate Social
pandemic and in be proposed at in the assessment rights. environments. www.jdplc.com Responsibility
the medium to this year’s AGM. of board papers ESG risks and We engage with Nike and adidas section, the
long term. regarding improvement our key branded are committed to continued
the strategic targets and the suppliers Nike carbon reduction international
Responding expansion of the
to shareholder decisions which involvement of our and adidas on targets which
are crucial to branded suppliers. the progress align with those of Group ensures
feedback and a wider network
implementing the long-term being made on a the Group.
benefits to the number of ESG of people who
an improved operate in
remuneration Group. The related issues
Board tests – for example accordance with
structure to ensure our company
better alignment each decision carbon reduction
alongside its initiatives. values and
between executive standards.
pay and long-term overall objective
shareholder value. to deliver long
term sustainable
earnings growth
and to enhance
total shareholder
returns.
156 157
SECTION 172 STATEMENT
GOVERNANCE
measures.
The Executive
Chairman
personally
attends many of
the BRC virtual
meetings and
regularly updates
the Board on the
initiatives being
led by the BRC.
Neil Greenhalgh
Chief Financial Officer
158 13 April 2021 159
THE BOARD
HEATHER JACKSON
Non-Executive Director, Member of the Audit,
Nomination and Remuneration Committees Aged 55
NEIL GREENHALGH Heather was appointed to the Board in May 2015.
Chief Financial Officer Aged 49 Heather has extensive experience in strategy, change
Neil joined the Group in June 2004 and was appointed and technology in different sizes of company from FTSE
Chief Financial Officer in November 2018 having been 100 to start up and in different consumer facing sectors.
promoted from his previous role as Group Finance She is currently a Non-Executive Director of Lookers
Director. Neil previously held a number of senior Motor Group plc, Rothesay Life, Skipton Building
positions within the Woolworths Group and qualified Society and Ikano Bank AB. Her former roles have
as a chartered accountant with KPMG in 1996. included CIO and COO of HBOS / Lloyds Plc and other
Director level roles with Capital One, Boots the Chemist
and George at Asda.
ANDY RUBIN
MARTIN DAVIES Non-Executive Director Aged 56
Non-Executive Director, Senior Independent Director,
Andy was appointed to the Board in February 2016.
Chairman of the Audit Committee and Member of the
Andy is Chairman of Pentland Brands, a Director of
Nomination and Remuneration Committees Aged 61
Pentland Group Plc and the European Vice-President
Martin was appointed to the Board in October of the World Federation of the Sporting Goods
2012. Martin also holds the position of Chairman of Industry.
Sentric Music Limited. He was previously Group Chief
Executive of Holidaybreak Plc from 2010 until its
sale to Cox and Kings Limited in 2011. He joined the
Board of Holidaybreak Plc in 2007 when it acquired
PGL where he had been Chief Executive. He left KATH SMITH
Holidaybreak Plc in 2012. Previously, he has had roles Non-Executive Director, Member of the Audit,
at Allied Breweries, Kingfisher and Tommy Boy Music Nomination and Remuneration Committees Aged 64
in New York.
Kath was appointed to the Board in May 2019. Kath also
holds the position of Non-Executive Director of Sorted
Holdings limited. She was previously the GM / Vice
President of The North Face EMEA, a VF Corporation
company. She has over 30 years’ experience in building
world leading brands including Mars and Diageo and 20
years of experience within the sporting goods industry
where she was Managing Director of both the adidas and
Reebok brands. From 2012 to 2014 she served as a co-opted
member of the University of Salford’s Audit Committee.
160 161
DIRECTORS’ REPORT
Pages 162 to 167 (inclusive) of the Annual year, including an assessment of SHARE CAPITAL SHAREHOLDER AND VOTING RIGHTS
Report, together with the relevant relevant environmental, employee, As at 30 January 2021, the Company’s All members who hold ordinary shares
sections of the Annual Report, which are social, community and human rights issued share capital was £2,433,083 are entitled to attend and vote at the
incorporated into these pages by reference, issues, together with the Group’s key comprising 973,233,160 ordinary shares of Company’s Annual General Meeting, save
constitute a Directors’ Report, which is performance metrics; in a manner which is 0.25p each. as set out in the Company’s Articles of
required to be produced by law and is consistent with the size and complexity of On 3 February 2021, the Company placed Association and subject to any applicable
prepared in accordance with applicable law. the business. a total of 58,393,989 new ordinary shares legislation implemented in response to the
The Directors’ Report also includes certain n assessment of the Group and parent
•A in the capital of the Company at an issue COVID-19 pandemic. On a show of hands at
disclosures that the Company is required to Company’s ability to continue as a going price of 795 pence per share. The placing a general meeting, every member present in
make by the Financial Conduct Authority’s concern, disclosing, as applicable, matters shares represent approximately 6.0 per person or by proxy shall have one vote and,
Listing Rules and Disclosure Guidance and related to going concern. cent. of the existing issued share capital on a poll, every member present in person
Transparency Rules. of the Company. As such, from this date, or by proxy shall have one vote for every
The Group is committed to establishing and ordinary share they hold. Subject to relevant
maintaining good corporate governance the Company’s issued share capital is
FAIR, BALANCED AND UNDERSTANDABLE £2,579,068. comprising 1,031,627,149 statutory provisions and the Company’s
practices (as set out in the Corporate Articles of Association, holders of ordinary
The Board considers that the Annual Report ordinary shares of 0.25p each.
Governance Report), which the Board shares are entitled to a dividend where
and Accounts, taken as a whole, is fair,
believes is appropriate for the business of declared or paid out of profits available for
balanced and understandable and provides SHARE ALLOTMENT AUTHORITY
the Group and is fundamental for retaining such purposes. Details of the final dividend
the information necessary for shareholders The Directors were granted authority at the
effective and long-term, sustainable proposed is provided in the Dividends and
to assess the Group’s position and 2020 AGM to allot shares in the Company
relationships with its key stakeholders. Earnings per Share section of the Financial
performance, business model and strategy. and to grant rights to subscribe for or
A summary of the Directors’ responsibilities The Corporate Governance Report (pages Review on page 86.
168 to 175) is incorporated by reference into, convert any securities into shares in the
in respect of the Annual Report and Company up to a maximum aggregate
Financial Statements is set out on pages and is deemed to form part of, this report.
For the purposes of DTR 4.1.5R (2) and DTR nominal amount of £190,830 (which RESTRICTIONS ON TRANSFER OF SHARES
210 to 211. represented approximately 7.84% of the
4.1.8, this Directors’ Report and the Strategic The restrictions on the transfer of shares in
Report, which has been approved by the Company’s issued ordinary share capital
the Company are as follows:
PRINCIPAL ACTIVITY as at 25 June 2020). This authority is
Board and is set out on pages 42 to 158, he Board may, in its absolute discretion,
•T
The principal activity of the Group is the scheduled to lapse at the 2021 AGM. At the
comprise the Group’s management report. refuse to register any transfer of shares
retail of multi-brand, sports fashion and 2021 AGM, shareholders will be asked to
outdoor clothing, footwear, accessories and Details of the Group’s use of financial grant a new allotment authority. which are not fully paid up (but not in a
equipment. instruments, together with information manner which prevents dealings in listed
on policies and exposure to interest rates, At the 2020 AGM, a resolution was also
shares from taking place), or which is in
In accordance with the Companies Act passed to permit the board to allot ordinary
foreign currency, credit and liquidity risks favour of more than four persons jointly or
2006, the Strategic Report on pages 42 shares for cash on a non-pre-emptive basis
can be found in Note 20 to the financial which is in relation to more than one class
to 158 contains a: both in connection with a rights issue or
statements. The information included in of share.
• Fair review of the business. Note 20 is incorporated into the Directors’ similar pre-emptive issue and, otherwise
than in connection with any such issue, up ertain restrictions may, from time to time,
•C
• Description of the principal risks and Report and is deemed to form part of this be imposed by laws and regulations for
Directors’ Report. to a maximum nominal amount of £190,830
uncertainties facing the Group. (which represented approximately 7.84% example, insider trading laws.
• Balanced, comprehensive and of the Company’s issued ordinary share estrictions apply pursuant to the
•R
understandable analysis of the capital). A new special resolution will be Listing Rules (LR) and the Market Abuse
development and performance of the proposed at the 2021 AGM to renew the Regulation (MAR) of the Financial
Group’s business during the financial Directors’ power in this regard. Conduct Authority. The Company has
in place a share dealing policy which
includes processes which must be
followed to ensure that any transfer of
shares activity is conducted in compliance
with MAR and the LR and that all Directors
and certain Company employees obtain
prior approval before dealing in the
Company’s shares.
162 163
DIRECTORS’ REPORT
The Company is not aware of any DIRECTORS APPOINTMENT AND REPLACEMENT OF AMENDMENT OF THE COMPANY’S
arrangement between its shareholders that Details of all persons who were Directors DIRECTORS ARTICLES OF ASSOCIATION
may result in restrictions on the transfer of at the financial period end including their The Company’s Articles of Association The Company’s Articles of Association may
shares and / or voting rights. roles and brief biographical details are set provide that the Company may by ordinary only be amended by a special resolution at
out on pages 160 to 161. The Directors are resolution at general meeting appoint a general meeting of shareholders.
SUBSTANTIAL INTERESTS IN SHARE responsible for the management of the any person to act as a Director, provided
CAPITAL business of the Company and, subject to that (where such person has not been CHANGE OF CONTROL – SIGNIFICANT
As at 30 January 2021, the Company has relevant legislation, regulatory requirements recommended by the Board) notice is given AGREEMENTS
been advised of the following significant and the Company’s Articles of Association by a member entitled to attend and vote at In the event of a change of control of the
holdings of voting rights in its ordinary (‘Articles’), the Directors may exercise all the meeting of the intention to appoint such Company, the Company and the lenders of
share capital pursuant to the Disclosure of the powers of the Company and may a person and that the Company receives, the £700 million bank syndicated facility
Guidance and Transparency Rules of the delegate their power and discretion to among other information, confirmation of shall enter into an agreement to determine
Financial Conduct Authority (‘DTRs’): committees, as they see fit. that person’s willingness to act as Director. how to continue the facility. If no agreement
There are no agreements between the The Articles also empower the Board to is reached within 20 business days of the
Number of ordinary % of
shares/voting rights ordinary share Company and its Directors or employees appoint as a Director any person who date of change of control, the lenders may,
held capital providing for compensation for loss of is willing to act as such. The maximum by giving not less than 10 business days’
office or employment (whether through possible number of Directors under the notice to the Company, cancel the facility
Pentland Group resignation, purported redundancy or Articles is 20. and declare all outstanding loans, together
Limited 535,278,239 55.0* otherwise) that occurs because of a In addition to the powers of removal with accrued interest and all other amounts
Fidelity takeover bid. conferred by statute, the Company may by accrued immediately due and payable.
Management ordinary resolution remove any Director
and Research Co 46,665,304 4.8
DIRECTORS’ INTERESTS before the expiration of his or her period EMPLOYEES
*Since 30 January 2021, the Company carried out a share placing and,
as such, Pentland’s shareholding now represents 51.9% of the share Details of Directors’ interests and those of office. The Articles also set out the The Strategic Report on pages 42 to
capital of the Company.
of their connected persons in the share circumstances in which a Director shall 158 provides information on the Group’s
capital of the Company are set out on page vacate office. approach to people and how the Group
Save for the above, the Company has not 201. This information is incorporated into The Articles broadly require that at each attracts, retains and develops its employees.
been notified of any significant changes in this Directors’ Report by reference and is AGM one-third of eligible Directors shall The Strategic Report also sets out a
interests pursuant to the DTRs between 30 deemed to form a part of it. retire from office by rotation and may summary of the measures recently adopted
January 2021 and the latest practicable date stand for re-election and that any Director by the Group to improve the way it engages
prior to the publication of this report. The number of Directors at any one point in
time shall not be less than two. who was appointed by the Board after the with its employees.
previous AGM must retire from office and As required under the UK Corporate
RELATIONSHIP AGREEMENT may stand for election by the shareholders. Governance Code 2018, the Group has
In accordance with LR 9.2.2 AD R (1), the Additionally, any other Director who has made further progress regarding its
Company has in place a legally binding not been elected or re-elected at one of the stakeholder engagement programme.
relationship agreement with its controlling previous two AGMs must also retire from
shareholder, Pentland Group Limited. The focus of this remains ensuring that the
office and may stand for re-election.
The Company has complied with the Group’s employees are well informed about
Notwithstanding the provisions of the any material organisational changes in the
undertakings included in the relationship
Articles, the Board has determined that Group and all significant matters which may
agreement during the period under review.
all the Directors will stand for re-election affect the Group’s financial performance.
So far as the Company is aware, the
at the 2021 AGM in accordance with the
undertakings in the agreement have also During the course of the financial year,
best practice recommendations of the UK
been complied with by both Pentland Group the Group’s HR department has worked
Corporate Governance Code.
Limited and its associates during the period very hard to increase engagement with
under review. people across the Group at all levels. It
has been more important to do this well
this year than in any other. Given the large
numbers of our colleagues who are working
remotely and who are facing unique and,
in some cases, very challenging personal
circumstances, we have sought to ensure
our employees feel connected, supported
and able to raise any concerns they may
have in a confidential manner, with ease.
164 165
DIRECTORS’ REPORT
The Group’s employee forums are now and merit of any applicant for the job and GREENHOUSE GAS EMISSIONS ANNUAL GENERAL MEETING
well established and engage with and full and fair consideration is always given to Details of the Group’s Greenhouse Gas Due to the ongoing uncertainty regarding
comprise of representatives of every area disabled persons in such circumstances. emissions are shown in the Corporate restrictions on indoor gatherings as at the
of the Group’s business. On a regular Should an employee become disabled and Social Responsibility report on page date of publication of this Report due to
basis, the employee forum meets with during his or her employment by the 118. This information is incorporated into the COVID-19 pandemic, it is the Company’s
the Group’s Executive Chairman. It is the Group, every effort is made to continue the this Directors’ Report by reference and is current intention to hold its AGM as a
Directors’ view that this regular meeting employment, development and training deemed to form part of it. closed meeting once again this year. It
provides an opportunity for a transparent of the employee in question within their will take place on 1 July 2021 at Edinburgh
and meaningful conversation between a existing capacity wherever practicable, AUDITOR House, Hollinsbrook Way, Pilsworth, Bury,
sample of employees at varying levels of or failing that, in an alternative suitable As set out on page 178, the Audit Lancashire, BL9 8RR. Once COVID-19
the Group and the Executive Chairman and capacity. Committee has recommended that KPMG restrictions have been lifted, we will of
is, therefore, the most effective method LLP be re-appointed as auditors for the course look to resume AGMs as normal
of workforce engagement. The Executive Further information regarding the Group’s where shareholders will be invited to attend
approach to equality and diversity is set out financial year 2021/22. KPMG LLP have
Chairman then provides feedback on these indicated their willingness to continue in person once it is safe to do so.
sessions to the rest of the Group’s Board in the Strategic Report on pages 42 to 158.
in office as auditor of the Company. A The meeting will consider formal business
of Directors. Any appropriate follow up resolution proposing their re-appointment only. Shareholders are invited to submit
actions or items to address are progressed, SUPPLIERS, CUSTOMERS AND OTHERS will be proposed to shareholders at the any questions in advance via email
as appropriate, by the HR Director and the Details of how the Directors have had forthcoming AGM. (AGMenquiries@jdplc.com). Alternatively,
HR Department. The Directors considered regard to the need to foster the Group’s the Company’s Directors will make
a number of other forms of engagement, relationships with suppliers, customers arrangements to attend virtual meetings
including those suggested by the UK and others with whom it has a business DISCLOSURE OF INFORMATION TO THE
AUDITOR with its individual shareholders, as
Corporate Governance Code, however, relationship can be found in the s172 appropriate, should shareholders require
it holds the view that its current chosen Statement on page 154. Each person who is a Director at the date of
approval of this report confirms that: a meeting to discuss any particular issues
method has prompted positive interaction that otherwise may have been raised at
between the workforce and the Directors POST BALANCE SHEET EVENTS •S
o far as they are aware, there is no the AGM. Shortly after the meeting, the
and has allowed the Directors to incorporate Details of post balance sheet events relevant audit information of which the Company will publish on its website the
the feedback provided into its decision are provided in Note 31 of the financial Company’s auditor is unaware; and results of the AGM.
making processes. statements. •E
ach Director has taken all the steps that
Further details on how the employee they ought to have taken as a Director to
engagement is taken into account in the make themselves aware of any relevant By order of the Board
FUTURE DEVELOPMENTS
principal decision making process is set out Future developments are discussed audit information and to establish that
in the s172 Statement on page 154. throughout the Strategic Report on pages the Company’s auditor is aware of that
In addition, a key factor in the Group’s 42 to 158. information.
Neil Greenhalgh
employee remuneration strategy is
Chief Financial Officer
encouraging the involvement of all POLITICAL DONATIONS AND 13 April 2021
employees in the Group’s performance EXPENDITURE
so that every employee feels they have Neither the Company nor any of its
an important contribution to make in subsidiaries has made any political donation
this regard. Full details of the Group’s or incurred any political expenditure during
remuneration strategy are set out in the the period under review.
Remuneration Report on pages 179 to 208.
The Group is committed to promoting equal RESEARCH & DEVELOPMENT
opportunities in employment regardless During the financial period ended 30
of employees’ or potential employees’ January 2021, the Group engaged in
ethnicity, social origin, gender identity, Research & Development activity in relation
sexual orientation, disability or age. to technological advances in the Group’s
Recruitment, promotion and the availability multichannel solution.
of training and development at all areas
within the Group are based on the suitability
166 167
CORPORATE GOVERNANCE REPORT
The Board’s role is to ensure that the Group members to use their substantial knowledge that the Board’s mix of Executive and Non- of the Company’s Articles regarding
is led in a manner which protects the long about the Group’s increasingly complex Executive Directors provides an appropriate the retirement of Directors, the Board
term interests of its shareholders, whilst and diverse business to provide meaningful combination of judgement, skill and determined that all Directors will retire
balancing and promoting the interests of challenge and debate to the Executive experience to satisfy the Group’s need for at the 2021 AGM and offer themselves
its other key stakeholders – including its Directors in the key decision making overall effective and agile leadership. for re-election in accordance with the
employees and suppliers. processes. The independence of the Non-Executive best practice recommendation of the UK
The Board promotes the principles set out In particular, it is acknowledged that Andrew Directors is considered by the Board on an Corporate Governance Code.
in the UK Corporate Governance Code Leslie has been a Non-Executive Director for annual basis. All Non-Executive Directors,
2018 as issued by the Financial Reporting more than nine years and that Martin Davies save for Andy Rubin, are considered to be BOARD COMPOSITION AND DIVERSITY
Council (FRC) (the ‘Code’). This report will have been a Non-Executive Director for independent by the Board. Andy Rubin is This year, like no other, has highlighted the
sets out how the Company has applied the nine years during the financial year 2021/22. the Chairman of Pentland Brands and a importance of achieving meaningful change
main principles set out in the Code. The Both Andrew and Martin perform pivotal Director of Pentland Group and is, therefore, in the levels of diversity within the Board,
statement of the Company’s compliance roles on the Board – including Andrew’s not considered by the Board to be an the senior leadership team and across all
with the relevant provisions of the Code is role as Chair of the Remuneration independent Non-Executive Director. levels of the Group.
set out on page 175. This report includes Committee and Martin’s role as Chair of From time to time, the Executive Chairman The Board welcomes the initiative and focus
relevant provisions of the Code, where the Audit Committee. Both committees meets with the Non-Executive Directors of the Parker Review and will engage with
appropriate. The full Code can be found on have implemented and overseen significant without the other Directors present to the Parker Review, as appropriate, just as it
the FRC website (www.frc.org.uk). change during the course of the financial discuss Board performance and other did with the Alexander-Hampton review in
year, which will continue into the financial matters considered appropriate. recent years.
year 2021/22. Further details of the activities The Board considers that all the Directors The Board strives to build a diverse and
THE BOARD carried out by the committees are set out inclusive team and to promote a diverse
are able to devote sufficient time to their
on pages 172 to 173. duties as Directors of the Company. The and inclusive culture throughout the
BOARD COMPOSITION AND SUCCESSION
As such, the Board and Nominations brief biographical detail on page 160 business. It is the Board’s strong belief that
The Board comprises seven Directors: the
Committee are satisfied that Andrew includes details of the Chairman’s other if all employees at all levels of the Group
Executive Chairman, the Chief Financial
remains sufficiently independent and directorships of listed companies. The feel supported, respected, empowered and
Officer and five Non-Executive Directors.
effective in his respective roles on the Board Board notes that the Chairman now has inspired to achieve, grow and develop, this
Martin Davies performs the role of Senior
and Board Committees and therefore wish one less directorship, which has provided will ultimately serve our business better
Independent Non-Executive Director. The
to support Andrew Leslie continuing in his him with more time to devote to his role and promote the long term success of the
name, position and a brief profile of each
roles for the forthcoming financial year. as Executive Chairman of the Company. Group.
Director is set out on page 160 to 161.
The Board and Nominations Committee are Notwithstanding this, the Board is in any The success of the Group is in its ability to
A main focus of the Board’s objectives also confident that Martin Davies remains event satisfied that, given the limited time speak to and identify with its consumers
this year has been succession planning in sufficiently independent and will therefore commitment required for the Executive and, as such, it is crucial that the employees
three key areas: the role of the Chairman also support Martin Davies continuing in Chairman to perform his other directorships, of the Group, at all levels, reflect the
/ CEO, the composition of the Board and his roles for the forthcoming financial year. these appointments do not conflict with the diverse nature of our consumers and of our
the strength and development of the In accordance with the Code, Andrew Executive Chairman’s ability to carry out his communities.
senior management team. Each succession Leslie and Martin Davies will be subject to role effectively for the Group.
programme has unique methods and re-election at the AGM this year, as will all A key part of this success is to ensure
The knowledge and experience the employees can identify with others across
objectives but ultimately is centered around other Directors (as explained further on Chairman (and the Non-Executive Directors) the Group and can share their unique
securing the future long-term success of the page 165). gain from their roles on the Boards of other experiences, backgrounds and perspectives.
Group’s business.
Whilst assessing its own performance and at Companies provides the Directors with We want all employees to feel they can
The Board and the Nominations Committee the same time implementing the next stage useful insights into market trends and how develop and achieve their potential within
recognise that there are some Board of Board succession, the Board’s focus is other companies have navigated their way the Group and we ensure that they all have
members who have been long term ensuring and promoting the entrepreneurial through the extremely difficult challenges access to clear pathways of progression
members of the Board. The Board has leadership which has undoubtedly been faced by us all during the Global pandemic from a “grassroots” level and beyond.
assessed in great depth the ability of pivotal in the Company’s outstanding during the course of the financial year. Fundamental to this is a reassurance
its members to perform the role they financial performance in recent years. The A summary of the rules that the Company that all of our employees and future
are required to by the Company. This Board is committed to ensuring that this has in place about the appointment and employees (including Board members)
assessment has included the requirement entrepreneurial leadership takes place replacement of Directors is set out on will be appointed to roles based on purely
for certain Non-Executive Board members within an effective framework of control page 165. Notwithstanding the provisions objective criteria and because they have
to retain independence and for all Board and risk management. It is also considered
168 169
CORPORATE GOVERNANCE REPORT
shown that they have the expertise, talent candidates at all levels within the business. BOARD EVALUATION committees to ensure they meet more
and drive to succeed in that role. The Board is committed to ensuring that all The Board has completed an externally regularly in a formal setting, particularly the
The Board is encouraged that the female recruitment is conducted on this basis and facilitated Board Evaluation exercise with nominations committee.
composition of the Board has reached to continually monitoring our diversity mix. the support of Global Future Partners. The Directors considered that the evaluation
c.30%, however, the Board recognises Further details on the steps taken to move There are no connections between Global exercise was extremely worthwhile and
that there is more to do to ensure there is the Group closer to its clearly defined Future Partners and the Group or any of its will help to shape the ongoing succession
greater gender and ethnic diversity within objectives in relation to diversity and Directors. planning efforts across the group.
its Board composition. This is a key factor in inclusion are set out in the Corporate Social The focus areas of the review are set out
the Board’s succession planning. Responsibility section on page 96. below: MATTERS RESERVED FOR THE BOARD
The Board’s primary focus will always be • The opportunities and challenges for the The Board has a formal schedule of matters
to ensure that its membership has the BOARD OPERATION AND Group in the short, medium and long term; reserved specifically to it for decisions
relevant skills, experience and judgement, RESPONSIBILITIES which include:
• The governance and oversight of the
which is fundamental to maintaining an The Board is responsible for the direction, trategic decision making and shaping of
•S
business and risk management;
entrepreneurial and effective management management and performance of the future strategy.
and leadership team. The Board is Company. The Directors act together in the • Cultural and values oversight;
encouraged by the greater level of gender best interests of the Group via the Board pproval of the Group’s financial
•A
• Board experience and skills;
and ethnic diversity within the Company’s and its Committees. The Board held eight statements.
• Effectiveness of the Committees.
senior management. scheduled Board meetings during the year • Corporate acquisitions and disposals.
under review and ad hoc meetings were An overriding theme of the Board
A key part of the Board’s succession • Significant capital projects.
held in between scheduled meetings, where Evaluation was succession in light of the
planning is to ensure that there is a The matters reserved for the Board are
required. Director attendance at scheduled ongoing initiatives regarding the following
commitment to change and grow the kept under continual review to ensure they
Board and Committee meetings is set out three main areas: (i) Chairman / CEO
talent pool of gender and ethnically diverse remain appropriate in light of the size of the
below. Succession; (ii) Board Composition; (iii)
candidates in order to influence recruitment Group and the nature of its activities.
Development of the Senior Management
patterns for the future. The Board and
team.
the Group’s HR department target a
broad range of candidates from various The evaluation exercise identified the key MAIN ACTIVITIES OF THE BOARD DURING
backgrounds, sectors and cultures when strengths of the Group and recognised THE YEAR
hiring both new Board members and new the vital role the Board has played and • Approved a number of key strategic
continues to play in the succession of the corporate acquisitions to further develop
Group. The exercise also identified key areas the international growth of the Group (see
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS of opportunity and improvement where Note 11 of the financial statements).
Year to 30 January Board Meetings Remuneration Audit Committee Nomination
the Board should consider concentrating eacted quickly to the impact of Brexit
•R
2021 Committee Committee its focus and efforts for the forthcoming and implemented plans to address the
Total number of 8 2 2 – financial year to promote and develop the specific effects on the Group in various
meetings success of the Group still further. areas including in relation to people,
The result of the evaluation process has supplier relationships and logistics.
P Cowgill 8 – 2* –
been that a core list of issues needing ssessed the key regulatory risks posed
•A
N Greenhalgh 8 – 2* – attention going forward have been to the Group and the various measures
identified which will form part of the being implemented to counter this
A Leslie 8 2 2 – Board’s action plan for the forthcoming risk on an ongoing basis including in
M Davies 7 2 2 – financial year. relation to COVID-19, cyber security and
The key topics which will comprise the other regulatory frameworks such as
H Jackson 8 2 2 – competition law.
Board’s action plan are:
A Rubin 8 – – – (i) succession at the executive level; In order to assist the Board in its effective
review and decision making regarding
K Smith 8 2 – – (ii) the evolution of the composition of the
the Group’s activities, Board papers are
Board – to achieve greater diversity on the
circulated to Directors prior to Board
Notes: Board and an increased range of expertise
*P Cowgill and N Greenhalgh attended the meetings as annotated in the table above at the invitation of the members of those Committees in order meetings which include up-to-date financial
to provide additional detail on day to day matters arising at such meetings and to assist the Committee members with the matters delegated to and skills including international experience;
the Committee as deemed appropriate by such Committee members.
information, reports from the Executive
(iii) improving the operation of the Directors, a summary of key risk and
Certain members of the Board and Committees have attended the meetings virtually.
compliance issues and papers on major
170 171
CORPORATE GOVERNANCE REPORT
issues for consideration by the Board. The BOARD COMMITTEES REMUNERATION COMMITTEE NOMINATION COMMITTEE
Board has a formal procedure for Directors The Board delegates certain powers to The Remuneration Committee currently The Nomination Committee currently
to obtain independent professional advice. Board Committees. There are three principal comprises four independent Non-Executive comprises Peter Cowgill, the Executive
All Board members have full access to Board Committees to which the Board has Directors: Andrew Leslie, Martin Davies, Chairman, and four independent Non-
the Company Secretary who is a fully delegated certain of its responsibilities. The Heather Jackson and Kath Smith. Andrew Executive Directors, Andrew Leslie, Martin
admitted Solicitor and attends all Board terms of reference for all three Committees Leslie is the chair of the Remuneration Davies, Heather Jackson and Kath Smith.
and Committee meetings. The Company are reviewed by each Committee regularly Committee. The Committee’s principal duties are to
Secretary is responsible for advising the and are available for inspection on request The Committee’s principal duties are to consider the size, structure and composition
Board on all Corporate Governance and and are available on the Company’s determine: of the Board, ensure appropriate succession
legal matters. corporate website www.jdplc.com. plans are in place for the Board and
• Overall Group remuneration policy.
All newly appointed Directors receive Senior Management and, where necessary,
AUDIT COMMITTEE • Remuneration packages for Executive consider new appointments to the Board
an appropriate induction when they join Directors and Senior Management.
The Audit Committee currently comprises and Senior Management. The matters
the Board. Relevant training is arranged
three independent Non-Executive • The terms of Executive Director service delegated to the remit of the Nominations
throughout the year as deemed appropriate
Directors; Martin Davies, Andrew Leslie contracts, as may be required from time to Committee include Board structure,
including the attendance at Board meetings
and Heather Jackson. Martin Davies time. succession planning and the performance of
by external legal specialists and / or the
chairs the Audit Committee. The Board the Board and the Senior Management.
circulation of advice notes. • The terms of any performance-related and
notes that it is a requirement of the DTRs
/ or long term incentive schemes operated The Nominations Committee did not
and a recommendation of the Code that
INSURANCE ARRANGEMENTS by the Group and awards thereunder. formally meet during the course of the
the Audit Committee as a whole shall
The Company, through its majority financial year as the key topics of discussion
have competence relevant to the sector In particular this year, the Committee has
shareholder Pentland Group, maintains were addressed in discussions which took
in which the Company operates. This is produced a revised remuneration policy
Directors’ and Officers’ liability insurance, place during the main Board meetings and
something which was explored during in order to address some of the key areas
which is reviewed at appropriate intervals to during ad hoc meetings between relevant
the Board Evaluation process, referred to of concern raised by shareholders in the
ensure it remains fit for purpose. Board members. As identified during the
on page 171. The Board confirms that it lead up to the Company’s AGM in 2020.
Board evaluation process, it is the intention
considers the composition of the Audit The Committee is proposing a new LTIP
of the relevant Board members to ensure
CONFLICTS OF INTEREST Committee provides the requisite skills and scheme which will involve issuing shares in
that the Nominations Committee meets
The Company’s Articles of Association experience, however, the Board and the the Company to executive Directors for the
more formally during the forthcoming
permit the Board to consider and, if it sees Audit Committee considers it is prudent first time. The Committee are pleased to
financial year to ensure that it is providing
fit, to authorise situations where a Director to keep this under continual review in be able to present this to shareholders this
rigorous challenge and driving change,
has an interest that conflicts, or possibly order to ensure that it remains satisfied year and are hopeful that this will provide
particularly with regard to diversity and
could conflict, with the interests of the that the expertise of the membership of a remuneration framework which better
inclusion. The Nominations Committee
Company. The Board considers that the the Audit Committee remains appropriate. achieves the alignment of executive pay
will also keep under particular review
procedures it has in place for reporting The brief biographical detail on page 160 with shareholder interests and the long term
during the forthcoming financial year the
and considering conflicts of interest are to 161 includes details of the experience success of the Company.
independence of both Andrew Leslie and
effective. and expertise of the members of the Audit The Committee met twice during the year. Martin Davies given the length of time they
Committee. Details of attendance at Remuneration have served on the Board.
The Audit Committee met twice during the Committee meetings are set out in the table
The gender balance of the Board, senior
year with the external auditor attending part on page 170.
management team and the wider employee
of each meeting. Details of attendance at Further details about Directors’ group is set out in the Our People section of
Audit Committee meetings are set out in the remuneration are set out in the Directors’ the Corporate Social Responsibility Report
table on page 170. Remuneration Report on pages 179 to 208. on page 101.
172 173
CORPORATE GOVERNANCE REPORT
174 175
AUDIT COMMITTEE REPORT
PRINCIPAL DUTIES FINANCIAL STATEMENTS AND VALUATION OF GOODWILL AND FASCIA VALUATION OF INTANGIBLE ASSETS
The principal duties of the Audit Committee SIGNIFICANT ACCOUNTING MATTERS NAMES INCLUDING THE IMPAIRMENT OF RECOGNISED AS PART OF THE
(‘the Committee’) are to review draft annual The Committee is responsible for reviewing THE GOODWILL AND FASCIA NAME IN GO ACQUISITION OF SHOE PALACE
and interim financial statements prior to the Group’s draft financial statements and OUTDOORS CORPORATION (‘SHOE PALACE’)
being submitted to the Board, reviewing interim results statement prior to Board The Committee considered the assumptions The Committee approved the appointment
the effectiveness of the Group’s system of approval. As part of such review, the underlying the calculation of the value of Duff & Phelps Ltd as the Group’s formal
internal control, risk management and the Committee considers whether suitable in use of the cash generating units being advisor in respect of the estimation of the
performance and cost effectiveness of the accounting policies have been adopted and tested for impairment, primarily the short- fair value and remaining useful life of certain
external auditor. whether appropriate judgements have been term plan, the assumptions on discount tangible and intangible assets of Shoe
made by management. The Committee also rates and long term growth rates. The Palace.
MAIN ACTIVITIES OF THE AUDIT considers whether appropriate disclosure Committee reviewed the budgets and The Committee has reviewed the acquisition
COMMITTEE DURING THE YEAR of significant estimates and judgements has business plans that support the impairment accounting in relation to the purchase
The Committee’s activities included: been made. The Committee also reviews reviews and challenged the assumptions of Shoe Palace and has considered
reports by the external auditor on the full used and are comfortable that they the assumptions used in the intangible
eviewing the Group’s draft financial
•R year and half year results. represent management’s best estimate at
statements and interim results statement valuation model; primarily the budgets
The following are material areas in the time. The external auditor provides to and forecasts, discount rates and royalty
prior to Board approval and reviewing the the Committee detailed explanations of the
external auditor’s detailed reports thereon which significant judgements have been rates used. The external auditor provides
applied and have been considered by the results of their review of the estimate of to the Committee detailed explanations of
including internal controls. the value in use, including their challenge
Committee during the year: their review of the acquisition accounting,
eviewing regularly the potential impact
•R of management’s underlying cash flow including their challenge of management’s
on the Group’s financial statements projections, the key growth assumptions key assumptions and discount rates.
of certain matters such as impairment VALUATION OF INVENTORIES and discount rates. The Committee has also
The Audit Committee considered the risk The Committee has also reviewed the
of fixed asset values and proposed reviewed the disclosures in the financial disclosures in the financial statements.
International Accounting Standards. that inventory may need to be impaired statements.
and tested the principles and integrity of
eviewing the external auditor’s plan
•R the obsolescence provision calculation VALUATION OF THE IBERIAN SPORTS
for the audit of the Group’s financial used across the Group. This risk review is IMPAIRMENT OF THE GOODWILL AND RETAIL GROUP PUT OPTION
statements, key risks of misstatement in particularly important to the Group given FASCIA NAME IN FOOTASYLUM The Committee has reviewed the valuation
the financial statements, confirmations of the extremely seasonal nature of its retail In order to comply with the CMA’s hold of the Iberian Sports Retail Group Put
auditor independence, audit fee and terms businesses and the changing desirability separate order, only members of a Option and has considered the assumptions
of engagement of the auditor. of branded products over time. The Audit designated team are permitted access to used in the valuation model; primarily the
Committee also reviewed the assessment Footasylum financial data. This designated EBITDA multiple, the approved forecasts
eviewing the independence and
•R
carried out by the auditors of the overall team have prepared, reviewed and and the discount rate used. The external
effectiveness of the Group’s external
consistency of the assumptions used by challenged the underlying calculation of auditor provides to the Committee detailed
auditor.
comparing with those used in prior periods. the value in use of the cash generating explanations of their review of the valuation,
reparations for a tender process to take
•P units being tested for impairment, primarily
The Committee reviews the provision including their challenge of management’s
place in respect of the Group’s external the short-term plan, the assumptions on
models and challenges management on the key assumptions and discount rates.
auditor to take place during the financial discount rates and long term growth rates.
key judgements made over aged stock and The Committee has also reviewed the
year 2021/22. The external auditor has provided to the
the level of proceeds for aged stock. The disclosures in the financial statements
eviewing the whistleblowing
•R external auditor reports to the Committee Committee high level explanations of the including the sensitivity analysis performed.
arrangements in place for employees to on the work they have completed and how results of their review. The Committee has
be able to raise concerns in confidence their audit work is concentrated on this area. also reviewed the disclosures in the financial
to ensure they remain effective and statements.
appropriate.
eviewing the Company’s risk register and
•R
internal controls.
ssessment of the need for an internal
•A
audit function and the effectiveness of
the Group’s existing system of internal
controls.
176 177
AUDIT COMMITTEE REPORT DIRECTORS’ REMUNERATION REPORT
EXTERNAL AUDITOR
A breakdown of the audit and non-audit
Whilst the Audit Committee’s current
recommendation is to re-appoint KPMG ANNUAL STATEMENT OF THE CHAIRMAN
related fees are set out in Note 3 to the
Consolidated Financial Statements on page
as auditors for the forthcoming financial
year, the Audit Committee notes that a new
OF THE REMUNERATION COMMITTEE
240. auditor will have to be appointed no later
The Committee has regard to the FRC rules than the beginning of the financial year
DEAR SHAREHOLDER KEY POINTS TO NOTE:
on auditor independence and the provision commencing February 2024. The Audit
As Chairman of the Remuneration • Significant retention of sales and
of non-audit services by the auditor and Committee has commenced its tender
Committee (the Committee), I am pleased profitability through an unprecedented
in particular the recently revised policy on programme which will continue throughout
to present the Company’s Remuneration period of global uncertainty and multiple
the provision of non-audit services by the the 2021/22 financial year and it is expected
Report for the financial year 2020/21. periods of temporary store closures
external auditor. The Committee recognises that a decision regarding a new auditor will
This Directors’ Remuneration Report reflects:
that the policy’s objective is to ensure be made before 29 January 2022.
(‘Report’) summarises the activities of he strength and premium position of
•T
auditor independence and appropriate The Audit Committee confirms that the
the Committee during the period to 30 the JD brand and consumers’ affinity to
levels of approval for non-audit work being Company otherwise complied throughout
January 2021. It sets out the Directors’ it.
undertaken by the external auditor. Under the financial year under review with
Remuneration Policy (‘the Policy’) and elevance of product offer to style
•R
the policy, any non-audit services to be The Statutory Audit Services for Large
remuneration details for the Executive conscious consumers.
undertaken by the auditor which are not Companies Market Investigation (Mandatory
and Non-Executive Directors of the
prohibited under the audit reforms require Use of Competitive Tender Processes and gile multichannel ecosystem built up
•A
Company. This report has been prepared
advance authorisation in accordance with Audit Committee Responsibilities) Order over a number of years.
in accordance with Schedule 8 of The
the following: 2014.
Large and Medium-sized Companies and • Infrastructure flexibility.
or individual pieces of work below
•F Groups (Accounts and Reports) Regulations
rofit before tax and exceptional items
•P
£20,000 – Chief Financial Officer approval INTERNAL AUDIT 2008 (as amended) (‘Regulations’) and
decreased slightly to £421.3 million (2020:
required Whilst the Company does not have an the requirements of the Listing Rules. The
£438.8 million). On a proforma basis under
internal audit function, the Audit Committee Companies Act 2006 requires the auditor to
ork in excess of £20,000 – Committee
•W IAS 17 ‘Leases’, with rents recognised
regularly reviews the need for such a report to the shareholders on certain parts
approval required according to contractual terms, the
function. During the financial year, the of the Report and to state whether, in their
KPMG have acted as auditor to the headline profit before tax and exceptional
Audit Committee determined that such an opinion; those parts of the report have been
Company since its flotation in 1996. items for the Group would have been
appointment is not currently necessary as properly prepared in accordance with the
The Committee is satisfied that this is £38.8 million higher at £460.1 million
the aspects of internal control which an Regulations. The parts of the Annual Report
in compliance with the FRC’s rules on (2020: £26.8 million higher at £465.6
internal audit function would be responsible on Remuneration that are subject to audit
mandatory firm rotation. The Committee million).
for are currently adequately addressed by are indicated in that report.
acknowledges that the lead audit partner various existing business functions within BITDA before exceptional items
•E
is subject to rotation every five years to the Group, namely the Group’s finance and increased to £990.2 million (2020: £979.8
safeguard independence, with a new lead KEY HIGHLIGHTS
profit protection functions. Such functions million).
audit partner having been appointed during There are three sections:
appropriately focus on aspects such as ransformational developments in the
•T
the 2020/21 financial year. The Committee is financial control, stock shrinkage, theft, • This Annual Statement.
United States:
confident that this has brought an additional fraud and stock and cash audits. The finance he Policy Report which sets out the
•T
level of independence to the audit process. and profit protection departments report to •E
xceptional trading performance in the
Company’s remuneration policy for
the Board on a regular basis and the Audit Finish Line and JD fascias in part driven
The Audit Committee recommends that Directors, and details the changes from
Committee considers that this function by the enhanced consumer demand
KPMG be reappointed as the Company’s the current policy. These changes will be
plays an effective and efficient role. consequent to the US Government
statutory auditor for the 2021/22 financial put to a binding shareholder vote at the
stimulus.
year. The Audit Committee, after careful 2021 AGM and will apply for three years
consideration including of the auditor’s from the date of approval. •F
irst flagship store for JD opened
performance during their period in office, in Times Square, New York with a
he Annual Report on Remuneration
•T
is satisfied with the level of independence positive reaction from customers and
providing details on the remuneration
and impartiality of the external auditor and international brand partners.
Martin Davies earned in the year to 30 January 2021 and
is happy with the audit process and that the Chairman of the Audit Committee how the Policy will be operated during the •A
further 37 former Finish Line stores
way it operates remains effective. 13 April 2021 2021/22 financial year. This Annual Report converted to JD with 49 stores trading
on Remuneration together with the Annual as JD at the end of the year.
Statement will be subject to an advisory
shareholder vote at the 2021 AGM.
178 179
DIRECTORS’ REMUNERATION REPORT
•A
cquisitions of Shoe Palace (based These areas are covered in greater detail As a result of these activities, proposed exceptional results during the course
in California) and, subsequent to the within the report but are summarised as changes are being made as detailed below of an extraordinarily challenging and
year end, DTLR (based in Maryland), follows. and throughout this report, however at this unprecedented year, demonstrates that this
complement the strengths of the time, this does not include any proposed has been successful.
existing Finish Line and JD fascias EXECUTIVE AND SENIOR MANAGEMENT increase to the Executive Chairman’s salary. For this year I believe that bonus and LTIP
and significantly enhance the Group’s REMUNERATION Whilst the outcome of the benchmarking outcomes continue to be reflective of
exposure to key consumer demographics We continue to operate in a climate where of the Executive Chairman’s basic salary the sustained outstanding performance
on the West Coast and East Coast of the the COVID-19 pandemic creates uncertainty. found that the remuneration is in the lower of the Group. The posting of exceptional
United States. Subsequent Government lockdowns from quartiles, given the COVID-19 pandemic, an results during such a challenging climate
• International development of JD in other November 2020 have meant we must increase in salary is currently not deemed demonstrates that the remuneration
markets continues to progress positively remain agile in response to developments in appropriate. This may be subject to review approach and steps taken throughout the
although the number of new stores slowed this area. in the 2021/22 financial year. pandemic continue to support and drive
temporarily as a consequence of the In light of shareholder feedback over the The review of market practice in relation this performance.
restrictions on construction works with: last 12 months, the Committee have been to remuneration methods has resulted in
a) Net increase of 31 JD stores across working with the Group to review the discussions with the majority shareholder, INVESTOR CONCERNS
Mainland Europe existing Policy and seeking external advice several other major shareholders and a Although the Policy was approved by
b) Net increase of five JD stores in the on best market practice for Executive and proposed amendment to the Policy. The aim shareholders at the 2020 AGM, the
Asia Pacific region Senior Management remuneration. As of this change is to secure the long-term Committee is cognisant that a number of
utdoor business returned to profitability
•O a result of this exercise the Group have investment of the Executive Directors into shareholders had concerns with certain
in the second half of the year with a strong undertaken a number of activities focused the business, and to align the interests of aspects of the policy. This included the
performance on key categories. on maintaining effective, straightforward the shareholders with the Executives. This lack of share-based remuneration, the
and market competitive remuneration will be achieved by altering the Long Term Chairman’s remuneration approach and
ngoing significant investments in
•O Incentive Plan (‘LTIP’) to include share-
including: succession planning.
logistics to mitigate against the ongoing based remuneration from the 2021/22
risks associated with: ndertaking a market review of the basic
•U financial year onwards. This will be put to The Committee has taken on board these
salary and total earnings of the Executive shareholders at the AGM in 2021. and other concerns raised and has engaged
•R
equirement to operate with social
Chairman to ensure that this remains with a number of its major shareholders
distancing. In addition, a review of the Group’s
appropriate for the market in which throughout the 2020/21 financial year. As a
•D
uties payable consequent to the form the Group operates. This was based on succession planning strategy has now result, changes are being proposed to some
of the UK’s trade agreement with the publicly available information from FTSE commenced, to ensure that a robust aspects of the Directors’ remuneration
European Union. 100 companies that had made annual process is in place to identify and develop arrangements. These changes are contained
report disclosures. potential future leaders, securing the within the Policy and the Committee
This financial year has been unique given
continued success of the Group. The has shared its proposals with its major
the unprecedented nature of responding ndertaking a review of potential
•U incorporation of the new share scheme into shareholders in advance. The key alteration
to the COVID-19 pandemic. During this alternative arrangements for remuneration the LTIP (over the course of the Policy) covers a proposed change to the LTIP to
challenging time the Committee has focused including the introduction of share-based will be utilised to support this programme, include share-based remuneration.
on ensuring that it’s Executive Director and remuneration. aimed at incentivising long term investment
Senior Management remuneration continues
ngoing consideration in respect
•O into the business for any future Executives.
to drive its strategic aims in both the short, RESPONSE TO COVID-19
of appropriate succession plans, The Committee is dedicated to ensuring
medium and long term. Alongside the As a responsible employer we have ensured
in conjunction with the Board and that the Group’s remuneration packages are
Committee, the Group have been focusing that we have met our obligations in
Nomination Committee members, to appropriate in an increasingly competitive
on a number of key areas including but not protecting our people and our customers
put in place an efficient and evolving retail and digital sector throughout the UK
limited to: during the COVID-19 pandemic. As a
future structure for the Board and Senior and internationally, with the global recovery
xecutive and Senior Manager
•E Management team. result of this many of our colleagues
from the pandemic at the forefront. The have been unable to work due to multiple
remuneration;
remuneration packages also seek to retain and extended periods of closures.
• Addressing investor concerns; and motivate the vital Senior Management The Group has taken every measure
• COVID-19 pandemic response; and team members who are a fundamental possible to preserve jobs, one of which
part of the Board’s succession and growth includes participation in the Government
olleague welfare, diversity, inclusion and
•C
plans for the Group. The fact that the Coronavirus Job Retention Scheme (CJRS)
social mobility.
Senior Management team has once again and the Temporary Wage Subsidy Scheme
been successfully motivated to deliver in the Republic of Ireland.
180 181
DIRECTORS’ REMUNERATION REPORT
182 183
DIRECTORS’ REMUNERATION REPORT
In reviewing the Policy, the Committee has considered the following: DISCRETION PROPOSED CHANGES TO THE EXISTING
The Committee has discretion in several DIRECTORS’ REMUNERATION POLICY
ASPECT HOW THIS IS ADDRESSED IN THE POLICY areas of policy as set out in this report. The Committee believes that the overall
The Committee may also exercise structure of the Policy does remain fit for
operational and administrative discretions purpose, but is proposing to make a change
CLARITY The Committee’s approach has been clearly set out in this report,
under relevant plan rules approved by to the LTIP scheme for Executive Directors
including the individual elements of remuneration and their
shareholders and as set out in those rules. In in response to shareholder feedback and to
operation.
addition, the Committee has the discretion reflect current market best practice.
SIMPLICITY Overall the structure of remuneration is in line with normal market to change the operation of the Policy with
practice and is viewed to be simpler than the arrangements regards to minor or administrative matters
operated by many other companies. where it would be, in the opinion of the
Committee, disproportionate to seek or
It is accepted that, whilst the LTIP arrangement with a hybrid cash
await shareholder feedback.
and share scheme brings additional levels of complexity, this will
drive performance that is aligned to business goals.
DIFFERENCES IN POLICY FROM THE
The introduction of share-based arrangements brings the Group
WIDER EMPLOYEE POPULATION
further into line with standard market practice.
The Group aims to provide a remuneration
RISK The Committee believes that the incentive arrangements do not package for all employees that is market
encourage undue risk-taking, as remittance caps work to ensure competitive and operates the same reward
that values remain in line with standard market practice. and performance philosophy throughout
the business. As with many companies, the
PREDICTABILITY The Policy table and the illustrations of remuneration provide an Group operates variable pay plans primarily
indication of the possible levels of remuneration that may result but not exclusively focused on the Senior
from the application of the policy under different performance Management level. This currently does not
scenarios. extend to the introduction of shares at the
Senior Management level, but this will be
The Committee believes that the range of potential total
considered in the future.
remuneration scenarios is appropriate for the roles and
responsibilities of the Executive Directors and in the context of
the performance required for incentive awards to pay out.
PROPORTIONALITY The Policy has been designed to give flexibility in operation,
particularly in relation to incentive plan metrics. This allows the
Committee to implement the Policy from year to year using the
metrics that most closely align with the Group’s strategy.
ALIGNMENT TO The Policy has retained the simplicity it previously had in line
CULTURE with our straight-forward culture, except that the introduction of
shares within the LTIP has increased the complexity to a degree.
There is a strong performance culture across the business, and
this is reflected in the fact that the majority of the potential value
for Executive Directors derives from variable pay that needs to be
earned through performance.
184 185
DIRECTORS’ REMUNERATION REPORT
The proposed changes are set out in the table below: The following table sets out each element of remuneration and how it supports the Group’s
short and long-term strategic objectives. These remain unchanged in all areas except the
LTIP as detailed on page 186.
ELEMENT OF CURRENT PROPOSED AMENDMENT TO POLICY REASON FOR CHANGE HOW THE OPERATION MAXIMUM OPPORTUNITY PERFORMANCE TARGETS
REMUNERATION POLICY ELEMENT
SUMMARY SUPPORTS OUR
SHORT AND
LONG-TERM
LONG TERM Cash awards of The awards made will be a hybrid Provides alignment STRATEGIC
INCENTIVE up to 250% of of cash awards and / or share with shareholder OBJECTIVES
PLAN (LTIP) base salary. awards within the previous caps. value in the long
Awards vest Awards will be subject to meeting term and aligns BASE Base salaries for the Base salaries None
at the end of minimum financial performance with other FTSE SALARY Executive Directors will normally be
a three-year conditions. 100 remuneration Provides a are normally reviewed reviewed annually,
performance practice. competitive annually by the but the Committee
The cash awards will vest at the fixed level of Committee. reserves the right
period subject end of a three year period. The participation
to continued of the Executive remuneration The following factors to review fees on a
employment The share awards will vest at the Chairman in the to attract are taken into account discretionary basis
and end of a five year period. LTIP ensures and retain when determining if it believes an
performance consistency of Executive base salary levels: adjustment is required
Performance conditions will apply
against financial approach at Board Directors of to reflect market rates
to the first three years of the cash •R emuneration levels
targets. level and aligns the necessary or performance.
and share awards. at comparable
both Executive calibre to There is no prescribed
The following two-year vesting execute quoted UK retail
Directors pay companies. maximum annual
period of the share award will the Group’s
with shareholder • The need for salaries increase.
determine the value of the award strategy
interest. to be competitive. The Committee is
at vesting. and deliver
Creates a long shareholder • The performance guided by the general
Any share awards in place
term pay policy value. of the individual increase for the
after three years (when the
with investment Executive Director. broader employee
performance conditions are met)
in the business’ • Experience and population but on
may continue to vest following
future through responsibilities of the occasion may need
termination of employment.
shareholding. individual Executive to recognise, for
Executive Chairman shall Director. example, an increase
Supports succession
participate in the LTIP on a Share • Pay for other in the scale, scope or
planning and
Award only basis. employees in the responsibility of the
encourages
Clawback and Malus provisions shareholding at Group. role, as well as market
apply to the LTIP for both cash and Senior Management • The total rates.
share elements. level. remuneration
available to the
Any discretion exercised by the
Executive Directors
Committee in relation to the
and the components
performance criteria or in relation
thereof and the cost
to the value and application of
to the Group.
the award will be applied only
in exceptional circumstances,
where the results would create an
unintended and unfair result to
the individual or would not be in
line with Group objectives. Such
occasions are intended to be
very exceptional circumstances
for example large acquisitions,
disposals or pandemics.
186 187
DIRECTORS’ REMUNERATION REPORT
HOW THE OPERATION MAXIMUM OPPORTUNITY PERFORMANCE TARGETS HOW THE OPERATION MAXIMUM PERFORMANCE TARGETS
ELEMENT ELEMENT OPPORTUNITY
SUPPORTS OUR SUPPORTS OUR
SHORT AND SHORT AND
LONG-TERM LONG-TERM
STRATEGIC STRATEGIC
OBJECTIVES OBJECTIVES
BENEFITS The current benefit The Committee None ANNUAL The bonus is paid The maximum The targets are set by the
Ensures provision is detailed determines the BONUS annually in cash and bonus Committee each year and are
the overall on page 197. appropriate level Provides is non-pensionable. opportunity based on a combination of
package is Other benefits may taking into account Executive Clawback and may be up to financial and strategic KPIs, with
competitive be provided where market practice Directors malus provisions 200% of salary. target and maximum levels.
for Executive appropriate, including and individual with the apply to the bonus. Two thirds of the annual bonus
Directors. health insurance, life circumstances. opportunity will be linked to financial targets.
to earn The Committee can
insurance / death in There is no prescribed use its discretion Illustrations of minimum and
service, travel and maximum. performance maximum awards can be found
related to reduce, cancel
relocation expenses. or impose further within the illustration of the
bonuses application of the policy section
based on the conditions on the
awards where of this report.
achievement
of financial it considers The Committee retains the
targets such action is discretion to adjust the
and key appropriate. performance targets in the event
performance This includes of significant corporate activity
indicators where there has during the year.
PENSIONS Payments are made The maximum None which been a material The Committee will review the
Provides into a defined pension provision is incentivise misstatement of Group’s overall performance
market contribution pension 8% of salary. the the Group’s audited before determining final bonus
competitive scheme with company achievement financial results, a levels.
post- contributions set as of the serious failure of
risk management or The Committee may in
retirement a percentage of base business
serious reputational exceptional circumstances
benefits for salary. strategy.
damage. amend the bonus pay-out
Executive The Committee has should this not, in the view
Directors. the discretion to On change of of the Committee, reflect the
pay a cash amount control the overall business performance or
in lieu of a pension Committee may pay individual contribution.
contribution. Any such bonuses on a pro-
rata basis measured The Committee is of the opinion
payment would not
on performance that given the commercial
form part of the salary
up to the date of sensitivity arising in relation to
for the purposes of
change of control. the detailed targets used for
determining the extent
the annual bonus, disclosing
of participation in
precise targets for the bonus
the Group’s incentive
plan in advance would not
arrangements.
be in shareholder interests.
Actual targets, performance
achieved, and awards made will
be published in the following
year’s Annual Report so that
shareholders can fully assess the
basis for any pay-outs under the
annual bonus.
188 189
DIRECTORS’ REMUNERATION REPORT
HOW THE OPERATION MAXIMUM OPPORTUNITY PERFORMANCE TARGETS HOW THE OPERATION MAXIMUM OPPORTUNITY PERFORMANCE TARGETS
ELEMENT ELEMENT
SUPPORTS OUR SUPPORTS OUR
SHORT AND SHORT AND
LONG-TERM LONG-TERM
STRATEGIC STRATEGIC
OBJECTIVES OBJECTIVES
LONG TERM Both the cash and Base award on grant Subject to performance NON- The Board as a The fees paid to Non- None
INCENTIVE award will be subject equal to 100% of criteria being met, EXECUTIVE whole is responsible Executive Directors
PLAN (LTIP) to a three-year salary. the value of the base DIRECTOR for setting the normally will be
Provides the performance period. If Pay-out is capped at award will trigger from FEES remuneration of reviewed annually,
Executive met, the cash element 250% of salary. the agreed financial Provides a the Non-Executive but the Committee
Directors will vest after three performance metrics. level of fees Directors, other reserves the right
with the years. Any share This applies to the to reflect than the Chairman to review fees on
total value of both The final value of the
opportunity based elements will award is linked to the the time whose remuneration a discretionary
to earn vest after five years. cash and share based commitment is considered by basis if it believes
elements combined. change in profits and /
competitive Clawback and malus or share price, subject and the Committee and an adjustment is
rewards. provisions apply to to the overall cap. contributions recommended to the required to reflect
Aligns the unvested awards. that are Board. market rates, scope
Targets will be expected of responsibilities or
Executive The Committee can disclosed in the Non-Executive
Directors’ from the Non- Directors are paid performance.
use its discretion Annual Report for Executive
interests to reduce, cancel the year following a a base fee in cash. There is no prescribed
more closely Directors. Additional fees may maximum increase,
or impose further performance period.
with those of conditions on the be paid for additional but in general the
shareholders. awards where it responsibilities such level of fee increase
Focuses the considers such action as acting as Senior for the Non-Executive
Executive is appropriate. This Independent Director Directors will be
Directors on includes where there or the Chairman of set taking account
sustaining has been a material a Committee of the of any change in
and misstatement of Board. responsibility and
improving the Group’s audited Fee levels are the general rise in
the long- financial results, a reviewed annually. salaries across the UK
term financial serious failure of workforce.
The Non-Executive
performance risk management or Directors do not
of the serious reputational participate in the
Group and damage. Group’s incentive
rewards them LTIP awards track the arrangements and no
appropriately Group’s share price pension contributions
for doing so. and / or a measure of are made in respect
Group profit. of them. Reasonable
travel and subsistence
expenses may be paid
or reimbursed by the
Group.
190 191
DIRECTORS’ REMUNERATION REPORT
SHARE OWNERSHIP GUIDELINES same basis as existing Executive Directors. It is the Group’s policy that notice periods In the event of gross misconduct, the Group
Initially the LTIP will be a hybrid scheme of In the event that a new Non-Executive for Executive Director service contracts are may terminate the service contract of an
cash and / or share awards. As the share Director was to be appointed, the fees no more than 12 months. Executive Director immediately and with
based element of the scheme is a new payable would be determined in a manner The service contracts and letters of no liability to make further payments other
basis of remuneration for the Group, the which is consistent with the Policy. appointment are available for inspection by than in respect of amounts accrued at the
intention is to allow the scheme to mature If it were necessary to attract the right shareholders at the forthcoming AGM and date of termination.
prior to setting Minimum Share Ownership candidate, due consideration would be during normal business hours at the Group’s The current Executive Director service
guidelines. given to making awards necessary to registered office address. contracts permit the Group to put an
Over time the Group will be working compensate for forfeited awards in a Executive Director on garden leave for the
towards Executive Directors holding a previous employment. In making any such NON-EXECUTIVE DIRECTORS duration of the notice period.
minimum percentage of Base Salary held award, the Committee will take into account The Non-Executive Directors have entered Where cessation of employment is due
in the shares of the Company. This will any performance conditions attached to into letters of appointment with the Group to ill-health, injury, disability or the sale of
be reviewed within the first three years the forfeited awards, the form in which which are terminable by the Non-Executive the employing entity out of the Group, the
following the first Share Award under the they were granted and the timeframe of Director or the Group on not less than three unvested LTIP award will continue. It will
revised LTIP arrangement. At the discretion the forfeited awards. The value of any months’ notice. continue to vest in accordance with the
of the Committee this may also include such award will be capped to be no higher original vesting date unless the Committee
post-employment termination periods. It on recruitment than the forfeited awards The Board recognises that Executive
Directors may be invited to become Non- determines that it should vest as soon as
is not intended that this will be reviewed and will not be pensionable nor count for reasonably practicable following the date of
during the duration of the Policy but this the purposes of calculating bonus and Executive Directors of other businesses and
that the knowledge and experience which cessation. In these cases the award may be
may be subject to review or change at the LTIP awards. Any such award would be subject to a proration and the incremental
discretion of the Committee. in addition to the normal bonus and LTIP they gain in those appointments could be of
benefit to the Group. Prior approval of the value changes may be capped.
awards set out in the policy table.
Board is required before acceptance of any Where cessation of employment is due
PREVIOUS REMUNERATION The Committee retains the right under new appointments. to death, the LTIP award will, unless the
ARRANGEMENTS Listing Rule 9.4.2 where necessary to Committee determine otherwise, vest as
The Company may honour any outstanding put in place an arrangement established
PAYMENTS FOR LOSS OF OFFICE soon as reasonably practicable following
remuneration commitments entered specifically to facilitate, in unusual
In the event of early termination, the Group death. Where the Executive Director is
into with current or former Directors (as circumstances, the recruitment of a new
may make a termination payment not dismissed lawfully without notice, the LTIP
disclosed to shareholders) before this Executive Director. Where appropriate,
exceeding one year’s salary and benefits. award will lapse on the date of cessation.
policy took effect or before they became a the Group will offer to pay reasonable
Incidental expenses may also be payable In these cases the award may be subject
Director. relocation expenses and admission to LTIP
where appropriate. It is in the discretion to a proration and the incremental value
arrangements for new Executive Directors. changes may be capped.
of the Committee as to whether departing
RECRUITMENT POLICY In respect of an internal promotion to the Directors would be paid a bonus. In In all other circumstances the Committee
In the event that a new Executive Director Board, any commitments made before the exercising its discretion on determining will determine if the award will lapse
was to be appointed, a remuneration promotion will continue to be honoured the amount payable to an Executive otherwise, in which case it will determine
package would be determined consistent even if they would otherwise be inconsistent Director on termination of employment, the extent to which the unvested LTIP
with the Policy. In particular any new with the Policy prevailing when the the Board would consider each instance on award shall vest taking into account the
Executive Directors will participate in commitment is fulfilled. an individual basis and take into account extent to which the performance target
variable remuneration arrangements on the contractual terms, circumstances of the is satisfied at the end of the performance
termination and the commercial interests period or, as appropriate, on the date on
of the Group. When determining whether which employment ceases. The period of
SERVICE CONTRACTS a bonus or any other payment should time that has elapsed since the start of the
Details of the contracts currently in place for Executive Directors are as follows: be made to a departing Director, the performance period to the date of cessation
Committee will ensure that no ‘reward for of employment will also be taken into
NAME DATE OF CONTRACT NOTICE PERIOD UNEXPIRED TERM failure’ is made. The Committee may make account unless the Committee determines
(MONTHS) a payment to a departing Director for otherwise.
agreeing to enter into enhanced restrictive
Peter Cowgill 16 March 2004 12 Rolling 12 months covenants following termination where it
considers that it is in the best interests of
Neil Greenhalgh 1 November 2018 12 Rolling 12 months the Company to do so.
192 193
DIRECTORS’ REMUNERATION REPORT
CHANGE OF CONTROL ILLUSTRATIONS OF THE APPLICATION OF The scenarios in the graphs are defined as follows:
The Executive Director service contracts THE POLICY
contain a change of control provision The chart below illustrates the remuneration Minimum On target performance Maximum performance Maximum
performance with
whereby if 50% or more of the shares in the that would be paid to each of the Executive 50% share price
growth
Group come under the direct or indirect Directors in the first year of operation of the
control of a person or persons acting in amended Policy. Fixed elements • The base salary is the salary as at 1 April 2021
concert, an Executive Director may serve of remuneration • The benefits are taken as those in the single figure table on page 197
Each bar gives an indication of the minimum
notice on the Group, at any time within • The pension contribution is equal to 8% of base salary
amount of remuneration payable at target
the 12 month period following a change of (for Neil Greenhalgh only)
performance and remuneration payable at
control, terminating their employment. maximum performance to each Director Annual Bonus Nil 100% of salary 200% of salary 200% of salary
In the event of a change of control, LTIP under the Policy. Each of the bars is broken Long term Nil 150% of salary 250% of salary 250% of salary
awards will vest at the date of change of down to show how the total under each incentive plan
control (other than in respect of an internal scenario is made up of fixed elements of (1) Both Peter Cowgill and Neil Greenhalgh will be granted LTIP awards in the 2021/22 financial year. The minimum base award will be minimum of
reorganisation) unless the Committee remuneration and variable remuneration. 33% of Base Salary as shares, and the additional amounts in cash-based remuneration to a maximum of 67%. The cash element can be substituted
for additional shares at the discretion of the Committee and for Peter Cowgill the 2021/22 award is proposed as a 100% of Base Salary as share
determines otherwise. awards.
(2) The Executive Chairman’s Special Bonus, which was disclosed in the 2018/19 Remuneration Report, has been excluded.
(3) The total value of the LTIP awards at vesting (both cash and share elements) is capped at 250% of salary.
Variable elements
of remuneration
Fixed elements
of remuneration
194 195
DIRECTORS’ REMUNERATION REPORT
CONSIDERATION OF SHAREHOLDER time as a result of the COVID-19 pandemic. Total Fixed Total Variable
Name Salary / Fee Benefits Bonus LTIP Pension Others
VIEWS This will be reviewed as and when the (£’000) (£’000) (£’000) (£’000) (£’000) (£’000) Remuneration Remuneration
(£’000) (£’000)
The Committee has engaged with several current situation changes. To address 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
major shareholders to obtain their views on concerns in relation to the mechanism of /21 /20 /21 /20 /21 /20 /21 /20 /21 /20 /21 /20 /21 /20 /21 /20
key aspects of the proposed Policy. remuneration the Executive Chairman will
take part in a revised LTIP on a share only Peter 701 863 3 3 1,295 1,726 – – – – 3,000 3,000 704 866 4,295 4,726
The shareholders confirmed that one of Cowgill
their main concerns was that the LTIP basis.
scheme implemented did not go far enough Additional succession planning has Neil 278 288 12 12 300 300 259 223 22 30 – – 312 330 559 523
to align remuneration with shareholder occurred throughout the financial year Greenhalgh
interests. As such, the Committee has taken following concerns relating to the single
the first step and introduced a significant appointment of the Executive Chairman. Andrew 52 63 – – – – – – – – – – 52 63 – –
change to the LTIP scheme from 2021/22 Reviews of future structures, identification Leslie
for Executive Directors which introduces of organisation planning requirements
a minimum element of share based award and consideration for future additions to Martin 58 71 – – – – – – – – – – 58 71 – –
the Executive team have been discussed, Davies
of 33% of Base Salary building over a five
year period. All Executive Directors will be and further steps will be taken, with the
Heather 45 56 – – – – – – – – – – 45 56 – –
eligible for participation. The scheme will Committees participation to secure the
Jackson
operate initially as a hybrid of cash and future success of the Group.
/ or shares, and at the discretion of the There were concerns raised previously 45 40 – – – – – – – – – –
Kath 45 40 – –
Committee the full award can be issued as in relation to the loss of simplicity of the Smith
shares. arrangement. Whilst there are added
A further concern related to the mechanism complexities with the new LTIP given that, Andy – – – – – – – – – – – – – – – –
of the remuneration of the Executive for the CFO only, it is a hybrid scheme Rubin
Chairman. A benchmarking exercise against involving cash and shares, the intention
Notes:
publicly available data from other FTSE of the Committee is that this will move (1) Salary reviews are effective annually from 1 April. No salary increases were awarded for 2020/21.
100 businesses has been undertaken to towards an all share based scheme at the (2) With effect from April 2021 a salary increase in the amount of £40,000 will be awarded to the Chief Financial Officer.
(3) The 2019/20 salary figure for Kath Smith represents a part year figure based on when she commenced her role.
review as to whether the remuneration was appropriate time in the future, which should (4) As disclosed in the 2018/19 Remuneration Report and as approved by shareholders, a Special Bonus was awarded to the Executive Chairman
appropriate. Whilst this has shown that also have the effect of simplifying the in four instalments of £1.5m. The first two instalments were made in October 2019 and February 2020. In the light of developments caused by the
COVID-19 pandemic, it was agreed that the remaining payments would be deferred and paid when the Board and Committee were satisfied it is
the salary level is in the lower quartile and scheme. appropriate to do so. Following a detailed review, the payment originally due in October 2020 was made in January 2021.
(5) The basis of calculation has been updated to ensure all figures are based on year to date values. This has resulted in Neil Greenhalgh’s salary
overall remuneration is not out of kilter with
being updated for the financial year 2019/20.
the market, no changes are proposed at this (6) Neil Greenhalgh’s benefits have been updated to include a car allowance for 2019/20.
(7) Neil Greenhalgh’s pension value is provided by means of a pension allowance salary supplement and an Employers Pension Scheme
contribution. The values for 2019/20 have been updated to reflect what was paid during the financial year 2019/20.
ANNUAL REPORT ON REMUNERATION (8) The reduction in the remuneration is as a result of voluntary salary reductions for three months during the 2020/21 financial year. This was
applied as a reduction of 30% for the Chief Financial Officer and a 75% reduction for the Executive Chairman.
SINGLE TOTAL FIGURE OF REMUNERATION (AUDITED) The benefit received by Peter Cowgill and Neil Greenhalgh is healthcare insurance. A car
The table opposite sets out the single total figure of remuneration and breakdown for each allowance is also payable to Neil Greenhalgh.
Executive and Non-Executive Director in respect of the 2021 financial year. Comparative
Pension contributions are:
figures for the 2020 financial year have also been provided. Figures provided have been
calculated in accordance with the new UK disclosure requirements: The Large and Medium- • Peter Cowgill – 0% of salary
Sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 • Neil Greenhalgh – 8% of salary
(Schedule 8 to the Regulations).
ADDITIONAL INFORMATION REGARDING THE SINGLE FIGURE TABLE (AUDITED)
196 197
DIRECTORS’ REMUNERATION REPORT
Weighting Criteria Target Outcome Actual performance % Weighting Criteria Target Outcome Actual performance %
vesting vesting
Profit Before 67% £348.5m minimum £265.93m £460.1m 100% Sustainability 6.7% Increase internal and Improve The Group repurposed and 100%
Tax and (£400m for external awareness the internal relaunched the corporate
Exceptional maximum value) of environmental and external website, providing details of
Items performance awareness of our position and progress
(proforma IAS through education, the Group’s on critical ESG matters,
17 basis) communication and environmental supported by case studies
disclosures. performance that demonstrate the
People 6.7% Promote and Identify a All senior leadership 100% and progress on environmental progress of
expand the succession plan team members have a climate change. the Group.
succession planning for the senior succession plan to develop The Group developed a
and development leadership team. the appropriate skills and new online training module,
of people within the Provide an leadership to step into “IAMSustainable”, with an
Group. infrastructure business-critical roles and external ESG specialist,
that supports have highlighted pathway consisting of six modules
development planning strategies for the covering topics such as
and mobility. forthcoming financial year. climate change, materials
Changes to infrastructures and waste. Three of these
have been put in place modules are to be launched
to allow for growth of to 10,000 colleagues in
apprenticeships, skills March 2021.
training, qualifications and
engagement in government Governance 6.7% Deliver greater Bring together The Group has successfully 100%
initiatives. accessibility key information continued the use of the
and visibility of and engage key investor and stakeholder-
Environmental 6.7% Demonstrate Monitor and In December 2020, 100% environmental, stakeholders facing website, engaging
‘leading’ sector- adjust Group the Group achieved a social and corporate to ensure stakeholders and disclosing
level performance and supply Leadership grade of ‘A-’ governance all relevant a range of key governance
on climate change, chain emission within the Carbon Disclosure information. information topics via a concise and
evidenced via reduction Project (CDP) ‘Carbon is available to accessible format.
independent, strategies based Management’ assessment. shareholders in
global climate on feedback The Group outperformed a user friendly
change surveys received the retail sector benchmark format and is
and memberships from leading score by three grades and updated on a
aligned with TCFD climate change achieved recognition as a regular basis.
best practice. benchmarking ‘CDP Supplier Engagement
Ensure that the organisations. Leader’. Digital 6.7% Ensure that the Maximise Internet sales increased by 100%
Group is proactively Embed Group Scope One and Two Innovation business is at consumer 17% in response to adapting
reducing emissions appropriate emissions data has been the forefront interactions flexibly to consumer
originating from governance verified by, and Scope of consumer via digital demand during the
our organisational structures Three data screened by innovation and innovations. COVID-19 pandemic.
activities, in and business independent auditors technology Quick adoption The introduction of ship
accordance with the objectives. (Schneider Electric). JD adoption in order to of new from store to ensure
Paris Agreement Establish an Group is a signatory of maximise consumer alternative customer orders were
goal to limit global auditable the UK governments’ engagement. approaches fulfilled.
warming (to 1.5 process for the ‘Business Ambition Pledge to enable our
degrees Celsius, disclosure of for 1.5C’, and is now customers to
compared to pre- Group Scope recognised (by the Science shop with us
industrial levels). One, Two and Based Target Initiative in new and
Three emissions. Board) as ‘Committed’ to innovative ways.
implementing and publicly
disclosing science-based
targets.
199
DIRECTORS’ REMUNERATION REPORT
200 201
DIRECTORS’ REMUNERATION REPORT
The Company was notified by Peter Cowgill life of the Policy to work towards setting EXECUTIVE CHAIRMAN’S REMUNERATION OVER PAST TEN YEARS (UNAUDITED)
(the Company’s Executive Chairman) that appropriate targets as the LTIP matures. The total remuneration figures for the Executive Chairman during each of the last ten
he had disposed of the following: financial years are shown in the table below. The total remuneration figure includes the
• 1 ,985,000 ordinary shares of 0.25 pence PAYMENTS TO PAST DIRECTORS annual bonus based on that year’s performance and the LTIP award based on three-year
each in the Company on 5 June 2020 at an (AUDITED) performance periods ending in the relevant financial year. The annual bonus pay-out and
average price of 671.77 pence per ordinary No such payments were made. LTIP vesting level as a percentage of the maximum opportunity are also shown for each of
share. these years.
31/01/2012
31/01/2013
31/01/2014
31/01/2015
31/01/2016
31/01/2017
31/01/2018
31/01/2019
31/01/2020
29/01/2021
ANNUAL BONUS
Benefit comparisons are undertaken on information held at the point in time of calculation within the warehouse population rather than our stores. This is therefore unusual given
this includes year to date figures for the Executive Directors, and last submitted P11D benefit typical practice in the retail sector but is a reflection of the unprecedented time that we
values for all other employees. continue to experience. However, following consideration, we believe these ratios, and the
This does not include any special bonus for the Executive Chairman as previously disclosed. individuals, are representative and appropriate given the guidelines that we have been
required to apply.
CEO PAY RATIO (UNAUDITED) All comparator employees were full time for this year’s calculation, as such we have now
Set out below are ratios which compare the total remuneration of the Executive Chairman converted any hourly rate of pay into the equivalent 40-hour week.
(as included in the single figure table on page 197) to the remuneration of the 25th, 50th and As disclosed in the 2019/20 Remuneration Report and as approved by shareholders, a
75th percentile of our UK employees. Special Bonus was paid to the Executive Chairman. As the Executive Chairman is in receipt
of variable pay that is linked to the Group’s performance, the level of remuneration will vary
Financial year end Method used 25th Percentile Ratio 50th Percentile Ratio 75th Percentile Ratio vastly from year to year and this combined with the factors above contribute to the level of
the ratios.
2019/20 B 348:1 310:1 304:1
RELATIVE IMPORTANCE OF THE SPEND ON PAY (UNAUDITED)
25th Percentile 50th Percentile 75th Percentile The following table shows the Group’s actual spend on pay (for all employees) relative to
Remuneration Remuneration Remuneration dividends, tax and retained profits:
Financial year end Method used 25th Percentile Ratio 50th Percentile Ratio 75th Percentile Ratio SALARIES AND BENEFITS
An increase in salary will not be given to the Executive Chairman as a result of the current
2020/21 B 251:1 183:1 140:1 COVID-19 pandemic. An increase in salary of £40,000 for the Chief Financial Officer is being
applied to the 2021/22 financial year, to bring total remuneration more in line with market
standards.
25th Percentile 50th Percentile 75th Percentile
Remuneration Remuneration Remuneration Pay reviews were not applied to Senior Management teams or the wider workforce during
the 2020/21 financial year outside of critical roles or statutory requirements. In addition,
Base Salary £15,624 £21,174 £27,929 bonuses were deferred for a six month period. This has meant that the total remuneration
packages have become out of kilter with the market. To ensure that key talent is retained
Total Remuneration £15,624 £21,511 £28,139 and to drive the continued success of the business as we return to trading, it has been
agreed that pay changes and bonuses will be applied during the 2021/22 financial year.
We have used Option B in the legislation to identify the 25th, 50th and 75th percentile UK 2021 2020 % change
employees. This has utilised the most recent data from our UK gender pay gap reporting for (£m) (£m)
April 2020.
Staff costs 785.9 873.8 (10.1%)
The Group has elected to utilise this approach for this year as to prepare individual employee Dividends – 16.7 (100.0%)
calculations across a vast employee base would be overly complicated. However, it should be
Tax 94.8 97.8 (3.1%)
noted that the impact of the COVID-19 pandemic and subsequent measures that the business
Retained profits 229.2 250.7 (8.6%)
took in April 2020, has had an impact on the calculation of our Gender Pay Gap this year. We
have followed the published guidelines in preparing our figures, but this has meant we have EXECUTIVE DIRECTOR LTIP performance conditions are met after
had to exclude any employee receiving a furlough payment in the period as not being a full The Executive Chairman and Chief Financial three years. The share element entitlement
pay relevant employee. The figures above are also impacted by this requirement. Officer will be granted an award for the will be satisfied if the performance
However, by utilising the Gender Pay Gap data we have identified the employees at the three financial year 2021/22 under the new conditions are met after three years.
percentiles. To then calculate total remuneration for these individuals, we have used the same Executive Director LTIP in accordance with The share element will vest after five
methodology applied in the single figure calculation. the Remuneration Policy, further details of years. The performance condition can
which are set out below. be amended or substituted if events
The largest population of employees within the Group are store colleagues and warehouse occur which cause the Committee to
operatives and the individuals represented at the 25th, 50th and 75th percentile identified To summarise, the terms of the new
Executive Director LTIP are as follows: consider that an amended or substituted
by the use of the gender pay data. Given the impact above this year, all employees are from performance target would be more
•H
ybrid scheme of cash and share based appropriate. Any amended or substituted
awards (Maximum of 67% cash / Minimum target would not be materially more or
of 33% shares). less difficult to satisfy. This discretion
• The cash element will vest if the is only intended to be used where the
204 205
DIRECTORS’ REMUNERATION REPORT
206 207
DIRECTORS’ REMUNERATION REPORT
FINANCIAL
MEETING (UNAUDITED) advice at the Company’s expense where
At the 2020 AGM, the Directors’ they consider it appropriate and in order
Remuneration Report received the following to perform their duties. Advice was taken
STATEMENTS
votes from shareholders: from Addleshaw Goddard in the amount
For Against Withheld
of £8,000 during 2020/21 to support the
introduction of a share scheme into the LTIP
584,501,276 264,320,264 11,833,271
arrangement.
(68.86%) (31.14%)
The Committee is formally constituted
At the 2019 AGM, the Directors’ with written terms of reference, which
Remuneration Report received the following are available on the Company’s corporate
votes from shareholders: website www.jdplc.com. The Committee
For Against Withheld
engages with the major shareholders
or other representative groups where
597,455,707 262,409,076 8,702,483
appropriate concerning remuneration
(69.48%) (30.52%)
matters.
COMPOSITION OF THE COMMITTEE AND The Committee is mindful of the Company’s
ADVISORS (UNAUDITED) social, ethical and environmental
The Committee comprises four independent responsibilities and is satisfied that the
Non-Executive Directors, being Andrew current remuneration arrangements and
Leslie, Martin Davies, Heather Jackson and policies do not encourage irresponsible
Kath Smith. Andrew Leslie was appointed behaviour.
as the Chairman of the Committee on 1
The Committee has met twice during the
October 2013.
year under review with each member
The Committee assists the Board in attending all the meetings. Details of
determining the Group’s policy on Executive attendance at the Committee meetings are
Directors’ remuneration and determines set out on page 170.
the specific remuneration packages for
Senior Executives, including the Executive
Directors, on behalf of the Board. Peter
Cowgill, the Executive Chairman and Neil
Greenhalgh, the Chief Financial Officer, have
Andrew Leslie
assisted the Committee when requested
Chairman of the Remuneration Committee
with regards to matters concerning key
13 April 2021
Executives below Board level.
208 209
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
ANNUAL REPORT AND THE FINANCIAL Under applicable law and regulations,
Chief Financial Officer
13 April 2021
the Directors are also responsible for
STATEMENTS preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report
The Directors are responsible for preparing •F
or the Group financial statements, state and Corporate Governance Statement
the Annual Report and the Group and whether they have been prepared in that complies with that law and those
parent Company financial statements accordance with international accounting regulations.
in accordance with applicable law and standards in conformity with the
The Directors are responsible for the
regulations. requirements of the Companies Act 2006
maintenance and integrity of the corporate
Company law requires the Directors to and International Financial Reporting
and financial information included on
prepare Group and parent Company Standards adopted pursuant to Regulation
the Company’s website. Legislation in
financial statements for each financial (EC) No 1606/2002 as it applies in the
the UK governing the preparation and
year. Under that law they are required to European Union (“IFRSs as adopted by the
dissemination of financial statements may
prepare the Group financial statements EU”).
differ from legislation in other jurisdictions.
in accordance with international •F
or the parent Company financial
accounting standards in conformity statements, state whether applicable UK
RESPONSIBILITY STATEMENT OF THE
with the requirements of the Companies accounting standards have been followed,
DIRECTORS IN RESPECT OF THE ANNUAL
Act 2006 and applicable law and have subject to any material departures
FINANCIAL REPORT
elected to prepare the parent Company disclosed and explained in the parent
We confirm that to the best of our
financial statements in accordance with Company financial statements.
knowledge:
UK accounting standards and applicable •A
ssess the Group and parent Company’s
law, including FRS 101 Reduced Disclosure • The financial statements, prepared in
ability to continue as a going concern,
Framework. In addition, the Group financial accordance with the applicable set of
disclosing, as applicable, matters related
statements are required under the UK accounting standards, give a true and
to going concern.
Disclosure Guidance and Transparency fair view of the assets, liabilities, financial
Rules to be prepared in accordance with •U
se the going concern basis of accounting position and profit or loss of the Company
International Financial Reporting Standards unless they either intend to liquidate the and the undertakings included in the
adopted pursuant to Regulation (EC) No Group or the parent Company or to cease consolidation taken as a whole.
1606/2002 as it applies in the European operations, or have no realistic alternative
• The Strategic Report and the Directors’
Union (“IFRSs as adopted by the EU”). but to do so.
Report includes a fair review of the
Under company law the Directors must not The Directors are responsible for keeping development and performance of the
approve the financial statements unless adequate accounting records that are business and the position of the issuer
they are satisfied that they give a true and sufficient to show and explain the parent and the undertakings included in the
fair view of the state of affairs of the Group Company’s transactions and disclose consolidation taken as a whole, together
and parent Company and of their profit or with reasonable accuracy at any time the with a description of the principal risks
loss for that period. In preparing each of financial position of the parent Company and uncertainties that they face.
the Group and parent Company financial and enable them to ensure that its financial
We consider the Annual Report and
statements, the Directors are required to: statements comply with the Companies Act
Accounts, taken as a whole, is fair, balanced
2006. They are responsible for such internal
•S
elect suitable accounting policies and and understandable and provides the
control as they determine is necessary
then apply them consistently. information necessary for shareholders
to enable the preparation of financial
to assess the Group’s position and
•M
ake judgements and estimates that statements that are free from material
performance, business model and strategy.
are reasonable, relevant and reliable and misstatement, whether due to fraud or
prudent. error, and have general responsibility for
210 211
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF JD SPORTS FASHION PLC
212 213
INDEPENDENT AUDITOR’S REPORT
THE RISK OUR RESPONSE
THE RISK OUR RESPONSE
VALUATION OF THE SEPARATELY IDENTIFIABLE INTANGIBLE ASSETS RECOGNISED AS
GOING CONCERN PART OF THE SHOE PALACE ACQUISITION
Refer to Note 1 page 230 (accounting policy and financial disclosures). (£105.6m million; 2020: N/a)
Refer to page 177 (Audit Committee Report), page 245 (accounting policy) and Note 11 on page 248 (financial disclosures).
OUR RESULTS
We found the going concern disclosure
without any material uncertainty to be
acceptable (2020: acceptable). However,
no audit should be expected to predict the
unknowable factors or all possible future
implications for a company and this is
particularly the case in relation to COVID-19. 215
INDEPENDENT AUDITOR’S REPORT
THE RISK OUR RESPONSE
THE RISK OUR RESPONSE VALUATION OF THE RECOVERABLE AMOUNT OF THE GO OUTDOORS AND
VALUATION OF INVENTORY FOOTASYLUM CGUs
Go Outdoors: (CGU carrying value £66.2 million; 2020: £140 million)
Group: (£813.7 million; 2020: £811.8 million)
Footasylum: (CGU carrying value £50 million; 2020: £112 million)
Parent company: (£193 million; 2020: £181.6m)
Refer to page 177 (Audit Committee Report), Note 12 on pages 253 to 261 (accounting policy and financial disclosures).
Refer to page 176 (Audit Committee Report), Note 16 page 270 (accounting policy and financial disclosures).
SUBJECTIVE ESTIMATE OUR PROCEDURES INCLUDED: SUBJECTIVE ESTIMATE: OUR PROCEDURES INCLUDED:
Inventory is one of the most significant items •O
ur sector experience: we assessed The value of the assets held in the Go • Historical comparisons: we assessed
on the Group and Parent Company’s balance the Directors’ methodology and key Outdoors and Footasylum cash generating the reasonableness of the budgets by
sheets and is stated at the lower of cost and assumptions behind the inventory provision, units (CGU) are highly material and are at considering the historical accuracy of
net realisable value. including the expected level of inventory risk of irrecoverability due to challenging previous forecasts by comparing to actual
that will not be in demand and respective trading conditions in a number of high street financial information;
As the Group operates in the retail business retail sectors, particularly with the increased • Our sector experience: we assessed
where branded products are subject to sales prices, against our knowledge of the
business and industry and historical track uncertainties presented by COVID-19. whether assumptions used, in particular
frequent changes in fashion / season, the those relating to short term forecast
assessment of net realisable value involves record of the Group;
•E
xpectation vs. outcome: we formed our GO OUTDOORS: revenue growth, profit margins, the
significant estimation uncertainty. COVID-19 During the year the Group recognised discount rate and the long term growth
has increased the uncertainty due to the own expectation of the inventory provision
using our own view of the key assumptions an impairment of £33m against Goodwill rate, reflect our knowledge of the business
potential impacts on consumer confidence (£2m) and fascia name (£31m) triggered by and industry, including known or probable
and uncertainty of future closure periods. The above and comparing our expectation to
the actual provision amount. This included COVID-19. changes in the business environment;
result of this is a risk of excess stock being • Benchmarking assumptions: using our own
unsold in the correct season or becoming analysing inventory balances by season and There is still a risk of irrecoverability over
criteria such as inventory not purchased in the remaining assets held in the CGU. At the valuation specialists, we challenged the key
obsolete as a result of a change in trends and inputs used in the Group’s calculation of
future lockdown periods with key trading the last year and slower moving inventory; FY21 period-end, there is £22m of Property,
•T
est of detail: we examined recent selling Plant and Equipment (PPE) (excluding IFRS the discount rates by comparing them to
periods still to come. externally derived data, including available
prices of a sample of inventory lines 16 Right of use (ROU) assets), £43m ROU
The effect of these matters is that, as part of to check whether lines already being assets, £16m fascia name, £5m brand and sources for comparable companies;
our risk assessment, we determined that the discounted below cost are included in the £48m stock. • Sensitivity analysis: we performed
valuation of inventories has a high degree of inventory provisions; and sensitivity analysis on the key assumptions
estimation uncertainty, with a potential range •A
ssessing transparency: we assessed noted above; and
FOOTASYLUM: • Assessing transparency: we assessed
of reasonable outcomes greater than our the adequacy of the financial statement The Group has recognised a material whether the Group’s disclosures for the Go
materiality for the financial statements as disclosures about the degree of estimation impairment of goodwill and fascia name of Outdoors and Footasylum CGUs relating
a whole. in arriving at the net realisable value. £56m, leaving a £3m Brand name intangible to the impairment tests and resulting
We performed the tests above rather asset at risk in the CGU, in addition to £95m impairment losses appropriately reflect the
than seeking to rely on any of the Group’s ROU Assets, £27m PPE and £32m stock. risks inherent in the valuation of goodwill
controls because the nature of the balance The estimated recoverable amounts are and fascia names in those CGUs.
is such that we would expect to obtain audit subjective due to the inherent uncertainty
evidence primarily through the detailed We performed the tests above rather
involved in forecasting and discounting than seeking to rely on any of the Group’s
procedures described. future cash flows. controls because the nature of the balance
OUR RESULTS The effect of these matters is that, as part is such that we would expect to obtain audit
We consider the carrying amount of of our risk assessment, we determined evidence primarily through the detailed
inventories to be acceptable (2020 result: that the value in use of the Go Outdoors procedures described.
acceptable). and Footasylum CGUs have a high
degree of estimation uncertainty, with a OUR RESULTS
potential range of reasonable outcomes We found the determination of the
greater than our materiality for the recoverable amount of the Go Outdoors and
financial statements as a whole. The Footasylum CGUs to be acceptable (2020:
financial statements (Note 12) disclose Go Outdoors: acceptable).
the sensitivities estimated by the Group.
216 217
INDEPENDENT AUDITOR’S REPORT
We continue to perform procedures over In line with our audit methodology, our GROUP MATERIALITY PROFIT BEFORE TAX
the carrying amount of IFRS 16 right of
use assets and lease liabilities. However,
procedures on individual account balances
and disclosures were performed to a
£16.5M £403.0M
following the initial adoption of IFRS 16 in lower threshold, performance materiality,
the prior year, we have not assessed this so as to reduce to an acceptable level
as one of the most significant risks in our the risk that individually immaterial
current year audit and, therefore, it is not misstatements in individual account
separately identified in our report this year. balances add up to a material amount
In the prior year we also reported a key across the financial statements as a whole.
audit matter in respect of the impact of Performance materiality was set at
uncertainties due to the UK exiting the 65% (2020: 65%) of materiality for the
European Union. Following the trade financial statements as a whole, which
agreement between the UK and the EU, equates to £10.7m (2020: £11.3m) for
and the end of the EU-exit implementation the Group and £7.2m (2020: £7.4m) NORMALISED
period, the nature of these uncertainties for the Parent Company. We applied
GROUP PROFIT GROUP
has changed. We continue to perform this percentage in our determination of
procedures over material assumptions in performance materiality based on the level
BEFORE TAX MATERIALITY
forward looking assessments such as going of identified misstatements and control £16.5m (2020: £17.4m)
concern and impairment tests however we deficiencies during the prior period. £403.0m (2020: £423.8m)
no longer consider the effect of the UK’s We agreed to report to the Audit
departure from the EU to be a separate key Committee any corrected or uncorrected
audit matter. identified misstatements exceeding
£0.8m (2020: £0.9m), in addition to other
3. OUR APPLICATION OF MATERIALITY identified misstatements that warranted
AND AN OVERVIEW OF THE SCOPE OF reporting on qualitative grounds.
OUR AUDIT
Of the Group’s 79 (2020: 71) reporting
Materiality for the Group financial
components, we subjected 10 (2020: 9)
statements as a whole was set at £16.5m
to full scope audits for Group purposes
(2020: £17.4m), determined with reference
and 1 (2020: 1) to specified risk-focused
to a benchmark of Group normalised
audit procedures. The latter were not
profit before tax, normalised to exclude
individually financially significant enough
this year’s impairment of Go Outdoors
to require a full scope audit for Group
of £33.3m, Footasylum impairment of
purposes, but did present specific individual
£55.6m and movement in fair value of
risks that needed to be addressed.
Sport Zone put options of £18.6m as
disclosed in Note 4 and by averaging over
the last three years (2020: Normalised to
The components within the scope
of our work accounted for the £16.5M
WHOLE FINANCIAL
£0.8M
MISSTATEMENTS REPORTED
£13.2M
RANGE OF MATERIALITY AT 11
exclude Go Outdoors impairment (£43.1m) percentages illustrated opposite. The STATEMENTS MATERIALITY TO THE AUDIT COMMITTEE COMPONENTS (£2.0M–£13.2M)
Group team performed procedures on (2020: £17.4M) (2020: £0.9M) (2020: £1.0M TO £11.4M)
and the movement in the fair value of
the items excluded from normalised £10.7M
the Sport Zone put option (£32.7m)), of WHOLE FINANCIAL
which it represents 4.1% (2020: 4.1%). Group profit before tax. STATEMENTS PERFORMANCE
MATERIALITY (2020: £11.4M)
Materiality for the Parent Company financial
statements as a whole was set at £11.1m
(2020: £11.4m), determined with reference
to a benchmark of Parent Company profit
before tax normalised by averaging over the
last three years of £262.6m (2020: £291.5m),
of which it represents 4.2% (2020: 3.9%).
218 219
GROUP REVENUE Full scope for group
audit purposes 2021
Specified risk focused
audit procedures 2021 3. OUR APPLICATION OF MATERIALITY 4. WE HAVE NOTHING TO REPORT ON
Full scope for group AND AN OVERVIEW OF THE SCOPE OF GOING CONCERN
audit purposes 2020 OUR AUDIT (CONT.) The Directors have prepared the financial
The remaining 15.7% (2020: 17.8%) of total statements on the going concern basis as
1.6 Specified risk focused
Group revenue, 13.4% (2020: 8.2%) of the they do not intend to liquidate the Group or
audit procedures 2020
1.8 total profits and losses that made up Group the Company or to cease their operations,
84.3%
(2020: 82.2%)
82.7
Residual
components
profit before tax and 9.7% (2020: 9%) of
total Group assets is represented by 68
and as they have concluded that the Group’s
and the Company’s financial position
(2020: 61) of reporting components, none means that this is realistic. They have
80.4
of which individually represented more also concluded that there are no material
than 3% (2020: 3%) of any of total Group uncertainties that could have cast significant
revenue, Group profit before tax or total doubt over their ability to continue as a
Group assets. For these components, we going concern for at least a year from the
performed analysis at an aggregated Group date of approval of the financial statements
level to re-examine our assessment that (“the going concern period”).
there were no significant risks of material An explanation of how we evaluated
GROUP PROFIT BEFORE TAX misstatement within these. management’s assessment of going concern
The Group team instructed component is set out in the related key audit matter in
auditors as to the significant areas to be section 2 of this report.
covered, including the relevant risks detailed Our conclusions based on this work:
2.0 above and the information to be reported
back. The Group team approved the •w
e consider that the Directors’ use of the
component materialities, which ranged from going concern basis of accounting in the
£2.0m to £13.2m (2020: £1.0m to £11.4m), preparation of the financial statements is
having regard to the mix of size and risk appropriate;
profile of the Group across the components. •w
e have not identified, and concur with
84.8 84.8%
(2020: 91.8%)
The work on 7 of the 11 components (2020: the Directors’ assessment that there is not,
89.8
6 of the 10 components) was performed by a material uncertainty related to events or
component auditors and the rest, including conditions that, individually or collectively,
the audit of the Parent Company, was may cast significant doubt on the Group’s
performed by the Group team. The Group or Company’s ability to continue as a going
team performed procedures on the items concern for the going concern period;
excluded from normalised Group profit
•w
e have nothing material to add or
GROUP TOTAL ASSETS before tax.
draw attention to in relation to the
Site visits were prevented by movement Directors’ statement in Note 1 to the
restrictions relating to COVID-19 pandemic. financial statements on the use of the
Instead the Group team attended video going concern basis of accounting with
and telephone conference meetings with no material uncertainties that may cast
6 (2020: 5) component teams from Spain, significant doubt over the Group and
Portugal, France, USA, Australia and Company’s use of that basis for the going
Footasylum to assess the audit risk and concern period; and
strategy. At these meetings, the findings
• t he related statement under the Listing
reported to the Group team were discussed
89.3%
(2020: 91.0%)
89.3
in more detail, and any further work required
by the Group team was then performed by
Rules set out on page 77 to 78 is materially
consistent with the financial statements
91 and our audit knowledge.
the component auditor.
However, as we cannot predict all future
events or conditions and as subsequent
events may result in outcomes that are
inconsistent with judgements that were
reasonable at the time they were made, the
above conclusions are not a guarantee that
the Group or the Company will continue in
operation.
220 221
INDEPENDENT AUDITOR’S REPORT
5. FRAUD AND BREACHES OF LAWS AND of the Group-wide fraud risk management legislation), distributable profits legislation In addition, as with any audit, there
REGULATIONS – ABILITY TO DETECT controls, page 174 of the Audit Committee and taxation legislation, and we assessed remained a higher risk of non-
Identifying and responding to risks of report. the extent of compliance with these laws detection of fraud, as these may involve
material misstatement due to fraud We also performed procedures including: and regulations as part of our procedures collusion, forgery, intentional omissions,
To identify risks of material misstatement on the related financial statement items. misrepresentations, or the override of
• Identifying journal entries and other internal controls. Our audit procedures are
due to fraud (“fraud risks”) we assessed Secondly, the Group is subject to many
adjustments to test for all full scope designed to detect material misstatement.
events or conditions that could indicate an other laws and regulations where the
components based on risk criteria and We are not responsible for preventing
incentive or pressure to commit fraud or consequences of non-compliance could
comparing the identified entries to non-compliance or fraud and cannot be
provide an opportunity to commit fraud. Our have a material effect on amounts or
supporting documentation. These included expected to detect non-compliance with all
risk assessment procedures included: disclosures in the financial statements, for
those posted to unusual accounts. laws and regulations.
•E
nquiring of Directors, the Audit instance through the imposition of fines or
Committee and inspection of policy litigation or the loss of the Group’s license 6. WE HAVE NOTHING TO REPORT
documentation as to the Group’s high-level Identifying and responding to risks to operate. We identified the following ON THE OTHER INFORMATION IN THE
policies and procedures to prevent and of material misstatement due to non- areas as those most likely to have such an ANNUAL REPORT
detect fraud including the Group’s channel compliance with laws and regulations effect: competition rules, health and safety, The Directors are responsible for the other
for “whistleblowing”, as well as whether We identified areas of laws and regulations anti-bribery, employment law, regulatory information presented in the Annual Report
they have knowledge of any actual, that could reasonably be expected to have capital and liquidity and certain aspects together with the financial statements.
suspected or alleged fraud. a material effect on the financial statements of company legislation recognising the Our opinion on the financial statements
from our general commercial and sector regulated nature of the Group’s activities. does not cover the other information and,
•R
eading Board and Audit Committee Auditing standards limit the required audit
experience and through discussion with accordingly, we do not express an audit
meeting minutes. procedures to identify non-compliance
the Directors and other management (as opinion or, except as explicitly stated below,
•C
onsidering remuneration incentive required by auditing standards), and from with these laws and regulations to enquiry any form of assurance conclusion thereon.
schemes and performance targets for inspection of the Group’s regulatory and of the Directors and other management,
management and Directors including and inspection of regulatory and legal Our responsibility is to read the other
legal correspondence, and discussed with
the profit target for management correspondence, if any. Therefore if a information and, in doing so, consider
the Directors and other management
remuneration. breach of operational regulations is not whether, based on our financial statements
the policies and procedures regarding
disclosed to us or evident from relevant audit work, the information therein is
•U
sing analytical procedures to identify any compliance with laws and regulations.
correspondence, an audit will not detect materially misstated or inconsistent with
unusual or unexpected relationships. As the Group is regulated, our assessment the financial statements or our audit
that breach.
We remained alert to any indications of of risks involved gaining an understanding knowledge. Based solely on that work we
fraud throughout the audit. This included of the control environment including the We discussed with the Audit Committee have not identified material misstatements
communication from the Group to full entity’s procedures for complying with other matters related to actual or suspected in the other information.
scope component audit teams of relevant regulatory requirements. breaches of laws or regulations, for which
fraud risks identified at the Group level disclosure is not necessary, and considered
We communicated identified laws and
and request to full scope component audit any implications for our audit. Strategic report and Directors’ report
regulations throughout our team and
teams to report to the Group audit team any remained alert to any indications of non- Based solely on our work on the other
instances of fraud that could give rise to a compliance throughout the audit. This information:
Context of the ability of the audit to detect
material misstatement at Group. included communication from the Group •w
e have not identified material
fraud or breaches of law or regulation
As required by auditing standards, and to full-scope component audit teams of Owing to the inherent limitations of an misstatements in the strategic report and
taking into account possible pressures to relevant laws and regulations identified at audit, there is an unavoidable risk that the Directors’ report;
meet profit targets, we perform procedures the Group level, and a request for full scope we may not have detected some material • in our opinion the information given in
to address the risk of management override component auditors to report to the Group misstatements in the financial statements, those reports for the financial year is
of controls and the risk of fraudulent team any instances of non-compliance with even though we have properly planned consistent with the financial statements;
revenue recognition, in particular the risk laws and regulations that could give rise to a and performed our audit in accordance and
that Group and component management material misstatement at Group. with auditing standards. For example, the
• in our opinion those reports have
may be in a position to make inappropriate The potential effect of these laws and further removed non-compliance with
been prepared in accordance with the
accounting entries. regulations on the financial statements laws and regulations is from the events
Companies Act 2006.
We did not identify any additional fraud varies considerably. and transactions reflected in the financial
risks. statements, the less likely the inherently
Firstly, the Group is subject to laws and
limited procedures required by auditing
In determining the audit procedures we took regulations that directly affect the financial
standards would identify it.
into account the results of our evaluation statements including financial reporting
and testing of the operating effectiveness legislation (including related companies
222 223
INDEPENDENT AUDITOR’S REPORT
Directors’ remuneration report Our work is limited to assessing these 7. WE HAVE NOTHING TO REPORT ON Auditor’s responsibilities
In our opinion the part of the Directors’ matters in the context of only the knowledge THE OTHER MATTERS ON WHICH WE ARE Our objectives are to obtain reasonable
Remuneration Report to be audited has acquired during our financial statements REQUIRED TO REPORT BY EXCEPTION assurance about whether the financial
been properly prepared in accordance with audit. As we cannot predict all future events Under the Companies Act 2006, we are statements as a whole are free from
the Companies Act 2006. or conditions and as subsequent events may required to report to you if, in our opinion: material misstatement, whether due to
result in outcomes that are inconsistent with • adequate accounting records have not fraud or error, and to issue our opinion in
judgements that were reasonable at the time been kept by the parent Company, or an auditor’s report. Reasonable assurance
Disclosures of emerging and principal risks they were made, the absence of anything is a high level of assurance, but does not
returns adequate for our audit have not
and longer-term viability to report on these statements is not a guarantee that an audit conducted in
been received from branches not visited
We are required to perform procedures guarantee as to the Group’s and Company’s accordance with ISAs (UK) will always
by us; or
to identify whether there is a material longer-term viability. detect a material misstatement when it
inconsistency between the Directors’ • the parent Company financial exists. Misstatements can arise from fraud
disclosures in respect of emerging and statements and the part of the Directors’ or error and are considered material if,
principal risks and the viability statement, Corporate governance disclosures Remuneration Report to be audited are individually or in aggregate, they could
and the financial statements and our audit We are required to perform procedures not in agreement with the accounting reasonably be expected to influence the
knowledge. to identify whether there is a material records and returns; or economic decisions of users taken on the
Based on those procedures, we have inconsistency between the Directors’ • certain disclosures of Directors’ basis of the financial statements.
nothing material to add or draw attention to corporate governance disclosures and remuneration specified by law are not A fuller description of our responsibilities is
in relation to: the financial statements and our audit made; or provided on the FRC’s website at www.frc.
knowledge.
• t he Directors’ confirmation within the • we have not received all the information org.uk/auditorsresponsibilities.
viability statement page 77 to 78 that they Based on those procedures, we have and explanations we require for our audit.
have carried out a robust assessment of concluded that each of the following is
We have nothing to report in these respects. 9. THE PURPOSE OF OUR AUDIT
the emerging and principal risks facing the materially consistent with the financial
WORK AND TO WHOM WE OWE OUR
Group, including those that would threaten statements and our audit knowledge:
RESPONSIBILITIES
8. RESPECTIVE RESPONSIBILITIES
its business model, future performance, • t he Directors’ statement that they This report is made solely to the Company’s
solvency and liquidity; consider that the annual report and Directors’ responsibilities members, as a body, in accordance with
financial statements taken as a whole is As explained more fully in their statement Chapter 3 of Part 16 of the Companies Act
• t he Principal Risks disclosures describing
fair, balanced and understandable, and set out on page 210 and 211, the Directors 2006. Our audit work has been undertaken
these risks and how emerging risks are
provides the information necessary for are responsible for: the preparation of so that we might state to the Company’s
identified, and explaining how they are
shareholders to assess the Group’s position the financial statements including being members those matters we are required
being managed and mitigated; and
and performance, business model and satisfied that they give a true and fair view; to state to them in an auditor’s report and
• t he Directors’ explanation in the viability strategy; such internal control as they determine for no other purpose. To the fullest extent
statement of how they have assessed is necessary to enable the preparation of
• t he section of the annual report describing permitted by law, we do not accept or
the prospects of the Group, over what financial statements that are free from
the work of the Audit Committee, including assume responsibility to anyone other than
period they have done so and why they material misstatement, whether due to
the significant issues that the Audit the Company and the Company’s members,
considered that period to be appropriate, fraud or error; assessing the Group and
Committee considered in relation to the as a body, for our audit work, for this report,
and their statement as to whether they parent Company’s ability to continue as a
financial statements, and how these issues or for the opinions we have formed.
have a reasonable expectation that the going concern, disclosing, as applicable,
Group will be able to continue in operation were addressed; and
matters related to going concern; and using
and meet its liabilities as they fall due • t he section of the annual report that the going concern basis of accounting
over the period of their assessment, describes the review of the effectiveness of unless they either intend to liquidate the
Frances Simpson
including any related disclosures drawing the Group’s risk management and internal Group or the parent Company or to cease
(Senior Statutory Auditor) for and on
attention to any necessary qualifications or control systems. operations, or have no realistic alternative
behalf of KPMG LLP, Statutory Auditor
assumptions. We are required to review the part of the but to do so.
Chartered Accountants
We are also required to review the viability Corporate Governance Statement relating to St. Peter’s Square, Manchester, M2 3AE
statement, set out on page 77 under the Group’s compliance with the provisions 13 April 2021
the Listing Rules. Based on the above of the UK Corporate Governance Code
procedures, we have concluded that the specified by the Listing Rules for our review.
above disclosures are materially consistent We have nothing to report in these respects.
with the financial statements and our audit
knowledge.
224 225
CONSOLIDATED INCOME STATEMENT CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Profit for the period 229.2 250.7 Total current liabilities (1,554.9) (1,240.4)
Attributable to equity holders of the parent 224.3 246.1 Interest-bearing loans and borrowings 19 (48.1) (15.6)
Lease liabilities 14 (1,628.0) (1,707.7)
Attributable to non-controlling interest 25 4.9 4.6
Other payables 21 (374.4) (80.5)
Basic earnings per ordinary share 10 23.05p 25.29p Provisions 22 (5.1) –
Diluted earnings per ordinary share 10 23.05p 25.29p Deferred tax liabilities 23 (55.0) (12.5)
Total non-current liabilities (2,110.6) (1,816.3)
Total liabilities (3,665.5) (3,056.7)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Total assets less total liabilities 1,496.4 1,289.2
For the 52 weeks ended 30 January 2021 Capital and reserves
Issued ordinary share capital 24 2.4 2.4
52 weeks to 52 weeks to
30 January 2021 1 February 2020 Share premium 11.7 11.7
£m £m Retained earnings 1,560.8 1,245.7
Profit for the period 229.2 250.7 Other reserves (336.2) (40.6)
Other comprehensive income: Total equity attributable to equity holders of the parent 1,238.7 1,219.2
Non-controlling interest 25 257.7 70.0
Items that may be classified subsequently to the Consolidated
Income Statement: Total equity 1,496.4 1,289.2
Exchange differences on translation of foreign operations (20.0) (21.5) The accompanying notes form part of these financial statements.
For the 52 weeks ended 30 January 2021 For the 52 weeks ended 30 January 2021
Total equity 52 weeks to
52 weeks to
Foreign attributable 30 January 1 February
Ordinary currency to equity Non- 2021 2020
share Share Retained Other translation holders of the controlling Total Note £m £m
capital premium earnings equity reserve parent interest equity
£m £m £m £m £m £m £m £m Cash flows from operating activities
Profit for the period 229.2 250.7
Balance at 2 February 2019 2.4 11.7 1,016.3 (36.3) 14.7 1,008.8 68.0 1,076.8
Income tax expense 9 94.8 97.8
Profit for the period – – 246.1 – – 246.1 4.6 250.7 Financial expenses 8 62.5 79.8
Other comprehensive income: Financial income 7 (1.5) (1.7)
Exchange differences on translation Depreciation and amortisation of non-current assets 3 499.2 450.0
of foreign operations – – – – (18.9) (18.9) (2.6) (21.5) Forex losses on monetary assets and liabilities 3.6 9.9
Impairment of other intangibles and non-current assets 8.7 12.9
Total other comprehensive income – – – – (18.9) (18.9) (2.6) (21.5) Loss on disposal of non-current assets 1.2 6.3
Total comprehensive income Other exceptional items 2.9 47.2
for the period – – 246.1 – (18.9) 227.2 2.0 229.2 Impairment of goodwill and fascia names (exeptional) 3 89.5 43.1
Dividends to equity holders – – (16.7) – – (16.7) (1.3) (18.0) Impairment of property, plant and equipment (exeptional) 3 4.9 –
Put options held by Decrease / (increase) in inventories 63.5 (9.5)
non-controlling interests – – – (0.1) – (0.1) – (0.1) Decrease / (increase) in trade and other receivables 46.2 (13.0)
Non-controlling interest arising Increase in trade and other payables 150.8 58.1
on acquisition – – – – – – 1.3 1.3 Interest paid (7.6) (7.9)
Lease interest 14 (54.9) (71.9)
Balance at 1 February 2020 2.4 11.7 1,245.7 (36.4) (4.2) 1,219.2 70.0 1,289.2
Income taxes paid (130.4) (97.8)
Profit for the period – – 224.3 – – 224.3 4.9 229.2
Net cash from operating activities 1,062.6 854.0
Other comprehensive income:
Cash flows from investing activities
Exchange differences on translation
of foreign operations – – – – (23.6) (23.6) 3.6 (20.0) Interest received 1.5 1.7
Proceeds from sale of non-current assets 2.1 3.1
Total other comprehensive income – – – – (23.6) (23.6) 3.6 (20.0) Investment in software 12 (19.1) (23.2)
Total comprehensive income Acquisition of property, plant and equipment 13 (105.2) (147.2)
for the period – – 224.3 – (23.6) 200.7 8.5 209.2 Acquisition of non-current other assets 12,15 (7.7) (6.8)
Dividends to equity holders – – – – – – (1.2) (1.2) Acquisition of subsidiaries, net of cash acquired (206.3) (89.3)
Put options held by Net cash used in investing activities (334.7) (261.7)
non-controlling interest – – – (272.0) – (272.0) – (272.0)
Aquisition of Cash flows from financing activities
non-controlling interest – – (3.7) – – (3.7) (1.7) (5.4) Draw down / (repayment) of interest-bearing loans and borrowings 51.6 (88.6)
Divestment of Repayment of lease liabilities 29 (285.2) (264.8)
non-controlling interest – – 94.5 – – 94.5 181.4 275.9 Subsidiary shares issued in the period 0.3 –
Non-controlling interest arising Acquisition and divestment of non-controlling interests (5.2) –
on acquisition – – – – – – 0.4 0.4 Equity dividends paid 26 – (16.7)
Non-controlling interest share Dividends paid to non-controlling interest in subsidiaries (1.2) (1.3)
capital issued – – – – – – 0.3 0.3 Net cash used in financing activities (239.7) (371.4)
Balance at 30 January 2021 2.4 11.7 1,560.8 (308.4) (27.8) 1,238.7 257.7 1,496.4 Net increase in cash and cash equivalents 29 488.2 220.9
Cash and cash equivalents at the beginning of the period 29 460.3 237.7
The accompanying notes form part of these financial statements. Foreign exchange gains on cash and cash equivalents 29 0.2 1.7
Cash and cash equivalents at the end of the period 29 948.7 460.3
The accompanying notes form part of these financial statements.
228 229
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
232 233
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
234 235
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
236 237
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Depreciation and amortisation of right of use assets 301.5 19.9 321.4 Revenue £m £m
Impairment of intangible assets (exceptional items) 56.2 33.3 89.5 UK 2,527.0 2,599.2
Impairment of non-current assets (exceptional items) – 4.9 4.9 Europe 1,579.4 1,619.2
Impairment of non-current assets (non-exceptional items) 4.9 0.4 5.3 US 1,780.5 1,611.0
Impairment of right of use assets (non-exceptional items) 2.4 1.0 3.4 Rest of world 280.4 281.4
6,167.3 6,110.8
The comparative segmental results for the 52 weeks to 1 February 2020 are shown below:
Sports Fashion Outdoor Unallocated Total The revenue from any individual country, with the exception of the UK & US, is not more
Income statement £m £m £m £m
than 10% of the Group’s total revenue.
Revenue 5,696.8 414.0 – 6,110.8
The following is an analysis of the carrying amount of segmental non-current assets by
Gross profit % 47.4% 41.9% – 47.0% the geographical area in which the assets are located. Taxation is treated as unallocated
Operating profit before exceptional items 533.2 (16.3) – 516.9 reflecting the nature of the Group’s tax group.
Exceptional items (40.6) (49.7) – (90.3) 2021 2020
Non-current assets £m £m
Operating profit / (loss) 492.6 (66.0) – 426.6
UK 1,011.0 1,296.2
Financial income – – 1.7 1.7
Europe 1,003.4 979.2
Financial expenses (64.7) (7.2) (7.9) (79.8)
US 1,078.6 497.4
Profit / (loss) before tax 427.9 (73.2) (6.2) 348.5 Rest of world 109.0 111.5
Income tax expense (97.8) Unallocated 40.6 –
Profit for the period 250.7 3,242.6 2,884.3
Capital expenditure:
Software development 23.2 – 23.2
Property, plant and equipment 138.4 8.8 147.2
Right of use assets 408.5 9.6 418.1
Non-current other assets 6.8 – 6.8
Depreciation, amortisation and impairments:
Depreciation and amortisation of non-current assets 132.3 14.4 146.7
Depreciation and amortisation of right of use assets 274.9 28.4 303.3
Impairment of intangible assets (exceptional Items) 0.6 42.5 43.1
Impairment of non-current assets (non-exceptional Items) 5.0 – 5.0
Impairment of right of use assets 7.0 0.8 7.8
238 239
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Foreign exchange gain recognised 18.5 2.1 Movement in fair value of put and call options2 20.7 31.4
Restructuring of Go Outdoors3 20.4 –
Integration of Outdoor systems and warehousing4 – 7.2
In addition, fees of £0.1 million (2020: £0.1 Since transition to IFRS 16 on 2 February
Integration of Sport Zone into Sprinter infrastructure5 – 8.6
million) were incurred and paid to KPMG 2019, only lease rentals in relation to
LLP by Pentland Group Limited in relation contingent rents, low value assets or short Administrative expenses – exceptional 97.3 90.3
to the non-coterminous audit of the term leases have been charged to the (1) The impairment in the current period primarily relates to the impairment of goodwill and fascia name arising in prior years on the acquisition
Group for the purpose of inclusion in their Income Statement. The contingent rents of Footasylum (£55.6m). The impairment in the prior period relates to the impairment of the goodwill arising in prior years on the acquisition of
Go Outdoors Topco Limited and Choice Limited (see Note 12).
consolidated financial statements. shown above relate to turnover rents which (2) Movement in the fair value of the liabilities in respect of the put and call options (see Note 21).
Non-current other assets comprise key are impacted by changes in sales at certain (3) The net impact consequent to the restructuring of Go Outdoors in the period including a charge of £33.3 million in relation to the impairment
of intangible assets, a charge of £4.9 million in relation to the impairment of leasehold improvements and a credit of £17.8 million in relation to
money and store deposits associated with stores where the lease includes an element the extinguishment of lease commitments.
the acquisition of leasehold interests (see of turnover rent. The non-contingent (4) The costs arising in the prior period relates to the integration and consolidation of the principal IT systems, warehousing and other
infrastructure in Go Outdoors.
Note 15). rentals payable relate to rents payable for (5) The prior period costs associated with transferring the stocks and other operations of Sport Zone into the Sprinter infrastructure.
low value assets or short term leases.
Items (1) and (2) are exceptional items as they are considered unusual in nature and not reflective of the underlying trading and profitability of
the Group. Items (3), (4) and (5) are presented as an exceptional item as these costs relate to one off projects.
240 241
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Directors’ emoluments: Financial expenses comprise interest payable on interest-bearing loans and borrowings.
As Non-Executive Directors 0.2 0.2 Financial expenses are recognised in the Consolidated Income Statement on an effective
As Executive Directors 5.9 6.4 interest method.
Pension contributions – – 52 weeks to 52 weeks to
30 January 2021 1 February 2020
6.1 6.6 £m £m
9. Income Tax Expense (continued) 10. Earnings Per Ordinary Share (continued)
52 weeks to 52 weeks to ADJUSTED BASIC AND DILUTED EARNINGS PER ORDINARY SHARE
30 January 2021 1 February 2020
Adjusted basic and diluted earnings per ordinary share have been based on the profit
£m £m
for the period attributable to equity holders of the parent for each financial period but
Current tax excluding the post-tax effect of certain exceptional items. The Directors consider that this
UK corporation tax at 19.0% (2020: 19.0%) 129.8 106.7 gives a more useful measure of the underlying performance of the Group.
Adjustment relating to prior periods (3.6) (2.6)
52 weeks to 52 weeks to
Total current tax charge 126.2 104.1 30 January 2021
1 February 2020
Note £m £m
Deferred tax
Profit for the period attributable to equity holders
Deferred tax (origination and reversal of temporary differences) (28.0) (4.7)
of the parent 224.3 246.1
Adjustment relating to prior periods (3.4) (1.6)
Exceptional items excluding loss on disposal of
Total deferred tax credit (31.4) (6.3) non-current assets 4 97.3 90.3
Tax relating to exceptional items (8.3) (3.0)
Income tax expense 94.8 97.8
Profit for the period attributable to equity holders
of the parent excluding exceptional items 313.3 333.4
52 weeks to 52 weeks to
30 January 2021 1 February 2020 Adjusted basic and diluted earnings per ordinary share 32.19p 34.26p
£m £m
Unadjusted basic and diluted earnings per ordinary share 23.05p 25.29p
Profit before tax multiplied by the standard rate of
corporation tax 19.0% (2020: 19.0%) 61.6 66.2
Effects of:
Expenses not deductible 10.9 12.8
Depreciation and impairment of non-qualifying non-current assets 11. Acquisitions
(including brand names arising on consolidation) 8.6 10.9
Non taxable income (0.5) (1.1) BUSINESS COMBINATIONS
Effect of tax rates in foreign jurisdictions 6.8 6.3 The Group accounts for business combinations using the acquisition method when control
Research and development tax credits and other allowances (0.3) (0.3) is transferred to the Group. The Group controls an entity when it is exposed to, or has rights
Recognition of previously unrecognised tax losses – (0.2) to, variable returns from its involvement with the entity and has the ability to affect the
Reduction in tax rate 0.5 (1.2) returns through its power over the entity.
Change in unrecognised temporary differences 5.6 4.3 Costs related to the acquisition, other than those associated with the issue of debt or
Over provided in prior periods (7.0) (4.2) equity securities, that the Group incurs in connection with a business combination are
Other taxes due 8.6 4.3 expensed as incurred.
Income tax expense 94.8 97.8 The consideration transferred in the acquisition is generally measured at fair value, as
are the identifiable net assets acquired. Any goodwill that arises is tested annually for
impairment. The consideration transferred does not include amounts related to the
settlement of pre-existing relationships. Such amounts are generally recognised in the
Consolidated Income Statement.
10. Earnings Per Ordinary Share
Any contingent consideration is measured at fair value at the date of acquisition. If
BASIC AND DILUTED EARNINGS PER ORDINARY SHARE an obligation to pay contingent consideration that meets the definition of a financial
The calculation of basic and diluted earnings per ordinary share at 30 January 2021 is based instrument is classified as equity, then it is not remeasured, and the settlement is accounted
on the profit for the period attributable to equity holders of the parent of £224.3 million for within equity. Otherwise, subsequent changes in the fair value of the contingent
(2020: £246.1 million) and a weighted average number of ordinary shares outstanding consideration are recognised in the Consolidated Income Statement.
during the 52 week period ended 30 January 2021 of 973,233,160 (2020: 973,233,160). The valuation techniques used for measuring the fair value of material assets acquired are
52 weeks to 52 weeks to as follows:
30 January 2021 1 February 2020
Number Number •A
ssembled workforce - In accordance with IAS 38, the assembled workforce should
Issued ordinary shares at beginning and end of period 973,233,160 973,233,160 not be recognised as a separate intangible asset but is subsumed within goodwill. The
assembled workforce is valued using the cost savings method which estimates the costs
saved by the acquirer from purchasing the asset versus building or developing the asset
internally.
244 245
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
246 247
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Acquiree’s net assets at acquisition date: Acquiree’s net assets at acquisition date:
Intangible assets 16.3 (16.1) 0.2 Intangible assets 0.2 106.8 107.0
Property, plant and equipment 7.8 4.4 12.2 Property, plant and equipment 22.7 2.9 25.6
Trade and other receivables 0.1 (0.1) – Right of use assets 139.8 – 139.8
Trade and other payables – (1.5) (1.5) Other non-current assets 0.6 – 0.6
Deferred tax liability – (0.9) (0.9) Inventories 49.7 5.0 54.7
Cash and cash equivalents 3.1 – 3.1
Net identifiable assets 24.2 (14.2) 10.0
Bank loans and overdrafts (1.7) – (1.7)
Goodwill on acquisition 14.2 Trade and other receivables 10.6 – 10.6
Consideration paid – satisfied in cash 24.2 Trade and other payables – current (64.2) 6.4 (57.8)
Trade and other payables – non-current (9.5) 9.5 –
Included in the 52 week period ended 30 January 2021 is revenue of £8.1 million and a loss Deferred tax liability – (32.7) (32.7)
before tax of £3.3 million in respect of X4L Gyms Limited. Lease liabilities (139.8) – (139.8)
SHOE PALACE CORPORATION AND NICE been performed using an EBITDA multiple, Net identifiable assets 11.5 97.9 109.4
KICKS LLC a suitable discount rate and approved Goodwill on acquisition 408.2
On 14 December 2020, JD Sports Fashion forecasts and the initial liability of £261.6
Plc’s wholly owned intermediate holding million has been recognised with the Consideration – satisfied in cash 170.4
company in the United States, Genesis corresponding entry to Other Equity in Consideration – fair value of shares issued 274.1
Holdings, acquired 100% of the issued accordance with the present access method Consideration – deferred 73.1
shares in both the Shoe Palace Corporation of accounting. These options are required Total consideration 517.6
and the members’ interests in Nice Kicks to be fair valued at each accounting period Included in the 52 week period ended 30 January 2021 is revenue of £56.1 million and a
LLC (together ‘Shoe Palace’). date. profit before tax of £13.9 million in respect of Shoe Palace.
Shoe Palace has an established retail Included within the provisional fair value
presence in California, Texas, Nevada, of the net identifiable assets on acquisition
Arizona, Florida, Colorado, New Mexico and is an intangible asset of £105.6 million, A NUMBER OF NAMES LIMITED million was deemed to be the provisional
Hawaii with 163 stores trading under the representing the ‘Shoe Palace’ fascia On 23 December 2020, the Group acquired fair value of the deferred consideration
Shoe Palace fascia and four stores trading as name and an intangible asset of £1.2 100% of the issued share capital of A based on management’s judgement and
Nice Kicks. million, representing the ‘Nice Kicks’ fascia Number of Names Limited (‘ANON’). ANON best estimates as at 23 December 2020.
Total consideration for the acquisition was name. The Board believes that the excess is primarily a wholesale business with the The Board believes the provisional excess
$672.9 million, comprising $316.7 million of of consideration paid over net assets licence to the Billionaire Boys Club (‘BBC’) of consideration over the net assets
cash consideration (of which $100 million on acquisition of £408.2 million is best brand in the UK, Europe, Middle East, acquired of £1.9 million is best considered
has been deferred and will be paid on considered as goodwill on acquisition Africa, Russia, Ukraine, Australia, Canada as goodwill on acquisition representing
various dates through 2021) and $356.2 representing future operating synergies. and certain other territories. future operating synergies.
million, being the initial fair value of the Due to the proximity of the date of the
Due to the proximity of the date of the Included in the 52 week period ended 30
equity in the enlarged group in the United acquisition and the financial period end,
acquisition and the financial period end, January 2021 is revenue of £0.2 million and
States calculated using an EBITDA multiple it has not been possible to present a final
it has not been possible to finalise the a break even result before tax in respect of
and approved forecasts. Additionally, several goodwill calculation or the final fair values
goodwill calculation or the fair values of A Number of Names Limited.
put and call options, to enable future exit of the assets and liabilities acquired.
the assets and liabilities acquired. The
opportunities for the minority interest have The provisional goodwill calculation is
total provisional fair value of consideration
also been agreed, which commence after summarised on the next page: OTHER ACQUISITIONS
recognised at 23 December 2020 was £4.8
the end of the financial year to 1 February million comprising £3.3 million of cash During the period, the Group made several
2025. A valuation of these put options has consideration and £1.5 million of deferred small acquisitions. These transactions were
consideration that is contingent on ANON not material.
meeting certain performance criteria. £1.5
248 249
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
250 251
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
252 253
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
254 255
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
256 257
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Champion store Sports Fashion 9.7 – 9.7 9.0 – 9.0 1.0% 1.0% Gross margins are assumed to be broadly 8.5% 7.0%
portfolio consistent with recent historic and approved
budget levels
Finish Line Sports Fashion 97.2 51.3 148.5 100.7 61.0 161.7 2.0% 1.0% Gross margins are assumed to be broadly 13.7% 11.8%
consistent with recent historic and approved
budget levels
First Sport store Sports Fashion 15.0 – 15.0 15.0 – 15.0 1.0% 1.0% Gross margins are assumed to be broadly 8.5% 6.7%
portfolio consistent with recent historic and approved
budget levels
Mainline Menswear Sports Fashion 7.4 0.2 7.6 7.4 0.3 7.7 1.0% 1.0% Gross margins are assumed to be broadly 10.1% 8.5%
Limited consistent with recent historic and
approved budget levels
Sport Zone Sports Fashion 17.2 7.3 24.5 17.2 8.2 25.4 2.0% 2.0% Gross margins are assumed to be broadly 12.3% 10.6%
consistent with recent historic and
approved budget levels
Sprinter store portfolio Sports Fashion 6.8 3.0 9.8 6.2 3.1 9.3 2.0% 2.0% Gross margins are assumed to be broadly 12.2% 10.6%
consistent with recent historic and approved
budget levels
Go Outdoors Outdoor – 16.1 16.1 1.9 50.2 52.1 2.0% 2.0% Gross margins are assumed to be broadly 16.0% 12.9%
consistent with recent historic and approved
budget levels
Footasylum Sports Fashion – – – 27.3 31.7 59.0 2.0% 2.0% Gross margins are assumed to be broadly 11.7% 8.9%
consistent with recent historic and approved
budget levels
Shoe Palace Sports Fashion 386.3 101.1 487.4 – – – 4.0% 1.5% Gross margins are assumed to be broadly 15.6% –
consistent with recent historic and approved
budget levels
Other Sports Fashion 38.7 17.2 55.9 24.7 4.5 29.2 1.0%– 1.0%– A range of gross margin assumptions, from 7.0%– 7.5%–
& Outdoor 3.0% 3.0% broadly consistent with approved budget 13.1% 14.3%
levels to improvements of up to 2% in
the short term to reflect implementation
of enhanced group terms and focused
strategy regarding stock and merchandising
578.3 196.2 774.5 209.4 159.0 368.4
The total intangible assets for Finish Line include a decrease of £8.5m in relation to exchange
rate fluctuations (2020: increase of £8.4m). The total intangible assets for Shoe Palace include a
decrease of £27.7 million due to exchange rate fluctuations (2020: £nil).
(1) The short term growth rate is the Board approved compound annual growth rate for the four year period following the January 2022 financial year
currently underway.
(2) The long term growth rate is the rate used thereafter, which is an estimate of the growth based on past experience within the Group taking account of
economic growth forecast for the relevant industries.
(3) The discount rate applied is a pre-tax measure based on the historical industry average weighted-average cost of capital, with a possible debt leverage
of 15% at a market interest rate of 5%. The discount rate applied reflects any specific risk premiums relevant to the individual cash-generating unit. The
impact of the Right of Use asset funding under IFRS 16 has been taken into consideration and factored into the calculation of the discount rate. These
discount rates are considered to be equivalent to the rates a market participant would use.
258 259
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Champion store portfolio 213.5 1.0 -50.5 1.0 more than 7.0 86.0 headroom in the Go Outdoors impairment
-1,000.0 model, it was not considered appropriate
Finish Line 812.7 2.0 -73.3 1.0 more than 13.7 53.2 to reverse any of the impairments made
-1,000.0 during the first half of the financial year
First Sport store portfolio 248.7 1.0 -58.9 1.0 more than 8.5 121.2 given how sensitive the model is to
-1,000.0 changes in the assumptions, particularly
Mainline Menswear 37.4 1.0 -33.6 1.0 -235.03 10.1 30.0 the margin rate.
Significant changes in key assumptions
Sport Zone 140.8 2.0 -75.7 2.0 more than 12.3 39.0 could cause the carrying value of the unit
-1,000.0 to exceed its recoverable amount. The
Sprinter store portfolio 226.1 2.0 -75.6 2.0 more than 12.2 46.2 following sensitivities were performed:
-1,000.0
Go Outdoors 26.6 2.0 -22.0 2.0 -7.71 16.0 20.8
260 261
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
13. Property, Plant and Equipment 13. Property, Plant and Equipment (continued)
Freehold land, Improvements OWNED ASSETS costs to sell and value-in-use. Impairment
long leasehold & to short
freehold leasehold Assets under Fixtures and Computer Motor Right of use
Items of property, plant and equipment losses recognised in prior periods are
properties properties construction fittings equipment vehicles assets Total are stated at cost less accumulated assessed at each reporting period date for
£m £m £m £m £m £m £m £m depreciation and impairment losses. Where any indications that the loss has decreased
Cost parts of an item of property, plant and or no longer exists. An impairment loss
At 2 February 2019 54.8 108.0 3.1 621.1 79.4 1.1 – 867.5 equipment have different useful economic is reversed if there has been a change
Recognised on adoption lives, they are accounted for as separate in the estimates used to determine the
of IFRS16 – – – – – – 1,895.1 1,895.1 items. recoverable amount. An impairment loss is
Additions 0.6 23.0 20.6 89.4 13.0 0.6 418.1 565.3 reversed only to the extent that the assets
Disposals – (3.9) – (18.3) (1.8) (0.2) (36.4) (60.6) DEPRECIATION carrying amount does not exceed the
Reclassifications (0.2) (5.6) (14.3) 9.6 (3.4) (0.4) (92.6) (106.9) Depreciation is charged to the carrying amount that would be held (net
Acquisitions – 0.3 1.9 18.9 3.0 0.2 – 24.3 Consolidated Income Statement over the of depreciation) if no impairment had been
Exchange differences (0.7) (1.4) (0.1) (9.1) (0.7) – (19.0) (31.0) estimated useful life of each part of an realised.
At 1 February 2020 54.5 120.4 11.2 711.6 89.5 1.3 2,165.2 3,153.7 item of property, plant and equipment.
Additions 4.1 16.6 0.2 68.9 14.6 0.8 214.9 320.1 The estimated useful economic lives are as LEASED ASSETS
Disposals – (1.7) – (7.4) (1.2) (0.1) (204.0) (214.4) follows: Assets funded through finance leases and
Reclassifications – (22.7) (7.5) (23.6) (14.5) (0.8) 14.4 (54.7) similar hire purchase contracts and those
Freehold land not depreciated
Acquisitions 0.4 26.6 0.7 10.2 1.5 0.2 143.2 182.8 previously classified as operating leases
Exchange differences 1.2 3.8 0.6 3.1 1.2 0.1 22.4 32.4 Warehouse 15–25 years on a are now recognised in the consolidated
straight line basis statement of financial position under
At 30 January 2021 60.2 143.0 5.2 762.8 91.1 1.5 2,356.1 3,419.9 IFRS16 Leases as a right of use asset.
Depreciation and impairment ong leasehold and
L 2% per annum on a Note 14 describes the recognition and
At 2 February 2019 2.7 30.5 – 241.2 53.0 0.3 – 327.7 freehold properties straight line basis subsequent measurement of leased assets
Charge for the period 1.9 16.4 – 75.8 11.2 0.6 303.3 409.2 Improvements to life of lease on a under IFRS16.
Disposals – (2.0) – (11.4) (1.4) (0.1) – (14.9) short leasehold straight line basis Impairment charges of £13.5 million
Reclassifications – (2.2) – 3.7 (0.2) – – 1.3 properties (2020: £12.2 million) relate to all classes
Impairments – 0.3 – 4.0 0.1 – 7.8 12.2 of property, plant and equipment in
Exchange differences – (0.2) – (1.4) (0.3) – – (1.9) Computer 3–4 years on a
cash-generating units which are loss
equipment straight line basis
At 1 February 2020 4.6 42.8 – 311.9 62.4 0.8 311.1 733.6 making and where it is considered that
Charge for the period 5.1 18.8 – 98.4 13.8 0.7 321.4 458.2 Fixtures and fittings 5–7 years, or length the position cannot be recovered as a
Disposals – (1.0) – (4.6) (1.2) (0.1) (32.2) (39.1) of lease if shorter, result of a continuing deterioration in the
Reclassifications 0.1 (24.7) – (25.9) (15.7) (0.4) – (66.6) on a straight line performance in the particular store. The
Impairments – 7.0 – 2.9 0.2 – 3.4 13.5 basis cash-generating units represent individual
Exchange differences 0.1 1.1 – 2.1 0.6 – – 3.9 stores with the loss based on the specific
Motor vehicles 25% per annum on revenue streams and costs attributable
At 30 January 2021 9.9 44.0 – 384.8 60.1 1.0 603.7 1,103.5 a reducing balance to those cash-generating units. Assets in
Net book value basis impaired stores are written down to their
At 30 January 2021 50.3 99.0 5.2 378.0 31.0 0.5 1,752.4 2,316.4 recoverable amount which is calculated as
IMPAIRMENT OF PROPERTY, PLANT AND the greater of the fair value less costs to
At 1 February 2020 49.9 77.6 11.2 399.7 27.1 0.5 1,854.1 2,420.1
EQUIPMENT AND NON-CURRENT OTHER sell and value-in-use.
At 2 February 2019 52.1 77.5 3.1 379.9 26.4 0.8 – 539.8 ASSETS
Included within the depreciation charge
Property, plant and equipment and
for the period ended 30 January 2021 is
non-current other assets are reviewed
accelerated depreciation of £16.5 million
for impairment if events or changes in
(2020: £0.3 million) following a review of
circumstances indicate that the carrying
the useful economic life of certain items of
amount of an asset or a cash-generating
property, plant and equipment and assets
unit is not recoverable. A cash-generating
capitalised.
unit is an individual store. The recoverable
amount is the greater of the fair value less
262 263
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
266 267
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
268 269
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
15. Non-current Other Assets (continued) 17. Trade and Other Receivables
Key Money Deposits Legal Fees Lease Premia Total CREDIT RISK EXPECTED CREDIT LOSS ASSESSMENT
£m £m £m £m £m The Group’s exposure to credit risk Each subsidiary within the Group allocates
Cost is influenced mainly by the individual each exposure to a credit risk grade
At 2 February 2019 24.1 35.3 25.5 13.0 97.9 characteristics of each customer. However, based on the data that is determined to
IFRS16 reclassification – – (25.5) (13.0) (38.5) management also considers the factors be predictive of the risk of loss (including
Additions 0.1 6.7 – – 6.8 that may influence the credit risk of its but not limited to external ratings, audited
Disposals (0.9) (2.9) – – (3.8) customer base, including the default risk financial statements, management
Exchange differences (0.3) (12.6) – – (12.9) associated with the industry and country in accounts and available press information
At 1 February 2020 23.0 26.5 – – 49.5 which customers operate. about customers) and by applying
Additions 0.4 3.5 – – 3.9 The trade receivables balances are typically experienced credit judgement.
Disposals (0.1) (2.1) – – (2.2) held by the wholesale businesses within the An allowance matrix is used to measure
Acquisitions – 0.6 – – 0.6 Group. Each subsidiary establishes a credit the expected credit losses (ECL’s) of trade
Reclassifications – 0.2 – – 0.2 policy under which each new customer is receivables from smaller customers, which
Exchange differences 0.2 12.4 – – 12.6 analysed individually for creditworthiness comprise a very large number of small
before the payment and delivery terms and balances. Loss rates are based on actual
At 30 January 2021 23.5 41.1 – – 64.6
conditions are offered. The Group review credit loss experience over the past five
Depreciation and impairment includes financial statements, credit agency years, factoring in other information such
At 2 February 2019 1.5 0.1 12.3 4.9 18.8 information and industry information. Each as current conditions, age of the customer
IFRS16 reclassification – – (12.3) (4.9) (17.2) subsidiary limits its credit exposure by relationship and the view of the economic
At 1 February 2020 1.5 0.1 – – 1.6 setting payment periods and, in certain conditions over the expected lives of the
Exchange differences (0.2) – – – (0.2) circumstances, these are approved by receivables.
Group management. The Group recognises loss allowances
At 30 January 2021 1.3 0.1 – – 1.4
Customers are monitored by taking for ECL’s on financial assets measured
Net book value into account their credit characteristics; at amortised cost and measures the loss
At 30 January 2021 22.2 41.0 – – 63.2 whether they are a wholesale or retail allowances at an amount equal to the
At 1 February 2020 21.5 26.4 – – 47.9 customer, their geographic location, lifetime ECL’s for trade receivables.
industry, trading history with the Group and
At 2 February 2019 22.6 35.2 13.2 8.1 79.1 existence of previous financial difficulties.
2021 2020
£m £m
At 30 January 2021, the exposure to credit risk for trade receivables by geographic region
was as follows:
270 271
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17. Trade and Other Receivables (continued) 18. Cash and Cash Equivalents
At 30 January 2021, the exposure to credit risk for trade receivables by geographic region
Cash and cash equivalents comprise cash balances and call deposits with an original
was as follows:
maturity of three months or less. Bank overdrafts are included as a component of cash and
As at As at cash equivalents for the purpose of the Consolidated Statement of Cash Flows, as these are
30 January 2021 1 February 2020 used as an integral part of the Group’s cash management.
Total Total
2021 2020
£m £m
£m £m
UK 20.8 13.4
Cash at bank and in hand 964.4 465.9
Europe 19.6 21.0
US 4.0 5.2
Rest of world 3.1 4.3
Total 47.5 43.9
19. Interest-bearing Loans and Borrowings
At 30 January 2021, the exposure to credit risk for trade receivables by type of Interest-bearing borrowings are recognised initially at fair value less attributable transaction
counterparty was as follows: costs. Following the initial recognition, interest-bearing borrowings are stated at amortised
As at As at cost with any difference between cost and redemption value being recognised in the
30 January 2021 1 February 2020
Total Total Consolidated Income Statement over the period of the borrowings on an effective interest
£m £m basis.
2021 2020
Wholesale customers 22.6 25.3
£m £m
Retail customers 7.3 9.6
End user customers 8.5 5.5 Current liabilities
Other 9.1 3.5 Bank loans and overdrafts 52.0 20.4
Other loans 68.9 –
Total 47.5 43.9
120.9 20.4
At 30 January 2021, the carrying amount of the Group’s most significant customer was £5.0 Non-current liabilities
million (2020: £3.0 million). Bank loans 48.1 14.9
Other loans – 0.7
The following table provides information about the exposure to credit risk and expected
credit losses for trade receivables as at 30 January 2021: 48.1 15.6
Weighted Gross carrying Loss Credit
average loss rate amount allowance impaired
The following provides information about the contractual terms of the Group’s interest-
£m £m £m £m
bearing loans and borrowings. For more information about the Group’s exposure to interest
Not past due 0.9% 21.7 (0.2) – rate risk, see Note 20.
Past due 0 – 30 days – 10.0 – –
Past due 30 – 60 days 1.3% 7.6 (0.1) –
Past due 61 – 90 days – 0.6 – – BANK FACILITIES
More than 90 days past due 13.2% 7.6 (1.0) – As at 30 January 2021, the Group has a syndicated committed £700 million bank facility
which expires on 6 November 2024. The Group is subject to covenants on Net Worth, Net
Total 2.7% 47.5 (1.3) – Debt Leverage and a Fixed Charge Cover.
Under this facility, a maximum of 15 drawdowns can be outstanding at any time with
Movement on this provision is shown below: drawdowns made for a period of one, two, three or six months with interest currently
£m payable at a rate of LIBOR plus a margin of 0.9% (2020: 0.9%). The arrangement and
At 2 February 2019 (as per IFRS 9) 1.3 underwriting fee payable on the facility is 1.0% and the commitment fee on the undrawn
Created (0.3) element of the facility is 35% of the applicable margin rate.
Released 0.4 As at 30 January 2021, this facility encompassed cross guarantees between the Company,
Acquired (0.1) Blacks Outdoor Retail Limited, Tessuti Limited, Go Outdoors Retail Limited, The Finish Line
At 1 February 2020 1.3 Inc, The Finish Line USA Inc, Genesis Holdings Inc, Genesis Finco Limited, Focus Brands
Created 0.1 Limited and Focus International Limited. From 16 March 2021, Genesis Topco Inc and Shoe
Released (0.1) Palace Corporation were also included within the cross guarantee.
The other classes within trade and other receivables do not contain impaired assets. 273
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
19. Interest-bearing Loans and Borrowings (continued) 20. Financial Instruments (continued)
At 30 January 2021, £nil was drawn down on this facility (2020: £nil). FINANCIAL ASSETS
The Group’s second principal bank facility is a syndicated Asset Based Lending Facility The Group’s financial assets are non-derivative and derivative financial assets. The non-
in the United States which has a maximum revolving advance amount of approximately derivative assets have fixed or determinable payments that are not quoted in an active
$300 million and expires on 18 June 2023. At 30 January 2021 $nil was drawn down on this market. The Group’s financial assets comprise ‘Trade receivables’ and ‘Cash and cash
facility (2020: $nil). equivalents’ in the Consolidated Statement of Financial Position.
Cash and cash equivalents comprise short-term cash deposits with major clearing banks
BANK LOANS AND OVERDRAFTS earning floating rates of interest based upon bank base rates or rates linked to LIBOR and
The bank loans and overdrafts attract interest rates at 0.5% - 9.9%. The overdrafts are EURIBOR.
repayable on demand and the bank loans are repayable over periods between two and 65 The currency profile of cash and cash equivalents is shown below:
months. Included within bank loans and overdrafts are bank loans of £84.4 million (2020: 2021 2020
£29.7 million) and overdrafts of £15.7 million (£5.6 million). The maturity of the bank loans £m £m
and overdrafts is as follows: Cash and cash equivalents 964.4 465.9
2021 2020
Sterling 378.7 120.1
£m £m
Euros 306.8 188.9
Within one year 52.0 20.4 US Dollars 212.2 114.1
Between one and five years 48.1 14.9 Australian Dollars 30.2 15.6
100.1 35.3 Danish Krone 7.1 5.1
Canadian Dollars 6.1 –
Other 23.3 22.1
OTHER LOANS 964.4 465.9
The acquisition of Pretty Green Limited included loans with balances remaining of £1.8
The currency profile of trade receivables is shown below:
million at the time of acquisition, £1.1m of the loans were repaid during the prior period and
2021 2020
the remaining £0.7m was repaid during the current period.
£m £m
Other loans < 1 year is the deferred consideration payable at 30 January 2021 in respect of Trade receivables 46.2 42.6
the acquisition of Shoe Palace Corporation (see Note 11). The deferred consideration is not
contingent. Sterling 20.6 15.3
Euros 17.7 16.3
The maturity of the other loans is as follows:
US Dollars 5.1 8.3
2021 2020
Australian Dollars 0.2 0.4
£m £m
Canadian Dollars 0.1 0.1
Less than one year 68.9 – Other 2.5 2.2
Between one and five years – 0.7
46.2 42.6
Financial assets and financial liabilities are recognised in the Group’s Statement of Financial Interest-bearing loans and borrowings 169.0 36.0
Position when the Group becomes a party to the contractual provisions of the instrument. Sterling 15.9 8.9
Financial assets are derecognised when the contractual rights to the cash flows from the Euros 78.5 19.9
financial assets expire or are transferred. Financial liabilities are derecognised when the US Dollars 68.9 –
obligation specified in the contract is discharged, cancelled or expires. Other 5.7 7.2
169.0 36.0
274 275
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Group has potential bank floating a foreign currency are translated using the £m £m £m £m
rate financial liabilities on the £700 million exchange rate at the date of the transaction. Euros 4.5 3.9 23.6 23.4
committed bank facility, together with On consolidation, the assets and liabilities US Dollars 6.6 0.4 67.5 31.4
overdraft facilities in subsidiary companies of the Group’s overseas operations are Australian Dollars 0.5 0.9 2.1 0.6
(see Note 19). At 30 January 2021 £nil was translated into sterling at the rate of exchange Other 0.8 0.4 2.8 2.6
drawn down from the committed bank facility at the reporting date. Income and expenses 12.4 5.6 96.0 58.0
(2020: £nil). When drawdowns are made, the are translated at the average exchange
276 277
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20. Financial Instruments (continued) 21. Trade and Other Payables (continued)
Carrying amount Level 1 Level 2 Level 3 PUT AND CALL OPTIONS The present value of the estimated exercise
At 30 January 2021 £m £m £m £m Put options held by non-controlling price is calculated using the option price
Loans and receivables interests are accounted for using the formula agreed on acquisition. All existing
Deposits 41.0 – 41.0 – present access method. The Group option price formulas are based on a profit
Cash and cash equivalents 964.4 – 964.4 – recognises put options held by non- measure, which is estimated by applying an
Financial liabilities at fair value through profit or loss controlling interests in its subsidiary approved growth assumption to the current
Foreign exchange forward contracts – non-hedged (20.7) – (20.7) – undertakings as a liability in the budget profit for the January 2022 financial
Consolidated Statement of Financial year, if appropriate for the individual
Other financial liabilities Position at the present value of the business the put or call option directly
Interest-bearing loans and borrowings – current (120.9) – (120.9) – estimated exercise price of the put option. relates to. A discount rate is also applied
Interest-bearing loans and borrowings – non-current (48.1) – (48.1) – The present value of the non-controlling to the option price which is pre-tax and
Put options held by non-controlling interests (365.9) – – (365.9) interests’ put options is estimated based reflects the current market assessments of
on expected earnings in Board approved the time value of money and any specific
The comparatives at 1 February 2020 are as follows:
forecasts and the choice of a suitable risk premiums relevant to the individual
Carrying amount Level 1 Level 2 Level 3
discount rate or earnings multiple. businesses involved. These discount rates
At 1 February 2020 £m £m £m £m
Upon initial recognition of put options are considered to be equivalent to the rates
Loans and receivables a corresponding entry is made to other a market participant would use.
Deposits 26.4 – 26.4 – equity, and for subsequent changes Sensitivity analysis was performed over
Cash and cash equivalents 465.9 – 465.9 – on remeasurement of the liability the the key variable inputs to the valuation of
Financial assets at fair value through profit or loss corresponding entry is made to Exceptional the following put options. The key variable
Foreign exchange forward contracts – non-hedged 10.8 – 10.8 – Items in the Income Statement. inputs were determined to be the discount
Other financial liabilities Call options held by the Group are also rate and approved forecasts:
Interest-bearing loans and borrowings – current (20.4) – (20.4) – accounted for using the present access
method. The Group recognises call IBERIAN SPORTS RETAIL GROUP PUT
Interest-bearing loans and borrowings – non-current (15.6) – (15.6) –
options over non-controlling interests in OPTION
Put options held by non-controlling interests (73.2) – – (73.2)
its subsidiary undertakings as a liability in A discount rate increase of 1% would result
the Consolidated Statement of Financial in a reduction in the put option liability
Position at the present value of the of £0.9 million and an increase of 1% to
estimated exercise price of the call option. the forecasted EBITDA % would result in
21. Trade and Other Payables The present value of the non-controlling an increase in the put option liability of
interests’ call options is estimated based £0.6 million. 1% was determined to be a
TRADE AND OTHER PAYABLES after the end of the relevant supplier’s on expected earnings in Board approved reasonable variance to demonstrate the
Trade and other payables are non- financial year. forecasts and the choice of a suitable sensitivity of the put option valuation to
interest-bearing and are stated at their discount rate or earnings multiple. Upon the key inputs used.
cost. Volume related rebates or other REVERSE PREMIA initial recognition and for subsequent
contributions from suppliers are recognised GENESIS TOPCO PUT-OPTIONS
Reverse premia represent monies received changes on remeasurement of the liability
in the Consolidated Financial Statements A discount rate increase of 1% would result
by the Group on assignment of property of call options a corresponding entry is
when it is contractually agreed with the in a reduction in the put option liability
leases and are included within other made to Exceptional Items in the Income
supplier and can be reliably measured. All of £13.9 million and an increase of 1% to
payables and accrued expenses. Reverse Statement.
significant rebates and contributions are the forecasted EBITDA % would result in
premia are amortised over the life of the
agreed with suppliers retrospectively and The Group has a number of options to an increase in the put option liability of
remaining lease.
buy the remaining shares in partly-owned £14.7 million. 1% was determined to be a
2021 2020
subsidiaries from the non-controlling reasonable variance to demonstrate the
£m £m
interest. The present value of these options sensitivity of the put option valuation to
Current liabilities has been estimated as at 30 January 2021 the key inputs used.
Trade payables 514.2 426.6 and is included within non-current other
Other payables and accrued expenses 463.0 379.5 payables and accrued expenses.
Other tax and social security costs 124.8 94.6
1,102.0 900.7
Non-current liabilities
Other payables and accrued expenses 374.4 80.5
280 281
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21. Trade and Other Payables (continued) 21. Trade and Other Payables (continued)
Put Options Put Options
Recognised as a liability
Company Options in existence Exercise periods Methodology Maximum price At 30 January At 1 February
2021 2020
£m £m
Source Lab Put and call option whereby JD Exercisable by either party after the The option price is calculated based on The option price shall 0.1 0.1
Limited Sports Fashion Plc may acquire or be third anniversary of the completion of a multiple of the audited profit before not exceed £12.5
required to acquire (in stages) the the initial transaction, during the 30 distributions, interest, amortisation and million.
remaining 15% of the issued share day period commencing on the date exceptional items but after taxation for
capital of Source Lab Limited. on which the statutory accounts of the relevant financial year prior to the
Source Lab Limited for the relevant exercise date.
financial year have been approved by
the board of directors.
JD Germany Put option whereby JD Sports Fashion The put option is exercisable The option price is calculated based The put option price 1.7 0.4
GmbH Plc may be required to acquire all or after 1 July 2018 during the 30 on a multiple of the average earnings shall not exceed €20
some of the remaining 20% of the days following approval of the before tax for the relevant two financial million.
issued share capital of JD Germany shareholders meeting of the audited years prior to the exercise date.
GmbH. annual accounts of the Company for
the relevant financial year.
JD Sports Put and call option whereby JD Sports The put and call options are The option price is calculated based The option price 2.8 1.5
Gyms Limited Fashion Plc may acquire 6% of the exercisable 30 days after the on a multiple of profit before tax for shall not exceed £7.8
issued share capital of JD Sports Gyms approval by the Board of the annual the relevant financial year prior to the million.
Limited in five equal tranches with the audited accounts of: exercise date.
ability to roll over a tranche that has • The year ended 31 January 2023
not previously been subject to the • The year ended 31 January 2024
exercise of a put option. • The year ended 31 January 2025
• The year ended 31 January 2026
• The year ended 31 January 2027
282 283
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21. Trade and Other Payables (continued) 21. Trade and Other Payables (continued)
Recognised as a liability
Company Options in existence Exercise periods Methodology Maximum price At 30 January At 1 February
2021 2020
£m £m
Iberian Sports First put option whereby JD Sports The first put option is exercisable The option price is calculated The option price shall not 87.4 68.8
Retail Group Fashion Plc may acquire or be after 31 January 2021. based on the equity value exceed £332 million.
required to acquire 70% of the option The second put option is exercisable plus the outstanding loans
holders 20% holding of the issued after at least one year has lapsed or financing provided by the
share capital of Iberian Sports Retail since the first put option was option holder with unpaid
Group. exercised. The 30% option, in three interest accrued.
Second put option whereby JD separate tranches of 10%, need not be
Sports Fashion Plc may acquire or be exercised in consecutive years.
required to acquire 30% of the option
holders 20% holding of the issued
share capital of Iberian Sports Retail
Group in three tranches of 10%.
Dantra Limited First put and call option whereby JD The first put option is exercisable The option price is calculated Each put option price shall not 0.5 0.6
Sports Fashion Plc may acquire 12.5% for a ten year period beginning the based on a multiple of the exceed £7.8 million.
of the issued share capital of Dantra day after the accounts of Dantra average earnings before tax for
Limited. Second put and call option Limited are signed by the auditors for the relevant two financial years
whereby JD Sports Fashion Plc may the financial year ending 31 January prior to the exercise date.
acquire 12.5% of the issued share 2022. The second put option is
capital of Dantra Limited. exercisable after at least one year has
lapsed since the first put option was
exercised.
Base Put and call options whereby JD The put and call options are The option price is calculated The maximum option price is 0.1 –
Childrenswear Sports Fashion Plc may acquire or be exercisable 3 months after the based on the lower of average £20 million.
Limited required to acquire 20% of the issued approval by the auditors of the annual earnings before interest, tax,
share capital in Base Childrenswear accounts of: depreciation and amortisation
Limited. • The year ended 31 January 2021 or forecast earnings before
• The year ended 31 January 2022 interest, tax, depreciation and
• The year ended 31 January 2023 amortisation for the relevant
• The year ended 31 January 2024 financial period.
284 285
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21. Trade and Other Payables (continued) 21. Trade and Other Payables (continued)
Recognised as a liability
Company Options in existence Exercise periods Methodology Maximum price At 30 January At 1 February
2021 2020
£m £m
Tessuti Limited First put and call option whereby JD The first put option is exercisable The option price is calculated based on The option price 1.1 0.3
Sports Fashion Plc may acquire or be 30 days after the approval by the a multiple of earnings before interest, shall not exceed £30
required to acquire 100% of the option auditors of the annual Tessuti Limited tax, depreciation and amortisation for million for the first and
holders 6.8% of the issued share accounts of: the relevant two financial years prior to second put and call
capital of Tessuti Limited over four • The year ended 31 January 2021 the exercise date. option.
separate tranches. • The year ended 31 January 2022 The maximum option
Second put and call option whereby • The year ended 31 January 2023 price for the third and
JD Sports Fashion Plc may acquire • The year ended 31 January 2024 fourth put option is
or be required to acquire 100% of the The second put option is exercisable £7.5 million.
option holders 1.7% of the issued share 3 months after the approval by the
capital of the issued share capital of auditors of the annual Tessuti Limited
Tessuti Limited in one tranche. accounts of:
Third put option whereby JD Sports • The year ended 31 January 2024
Fashion Plc may acquire or be
The third put option option is
required to acquire 3% of the initial
exercisable 30 days after the approval
share capital of Tessuti Limited in two
by the auditors of the annual Tessuti
tranches of 183 shares and a further
Limited accounts of:
two tranches of 182 shares.
• The year ended 31 January 2023
Fourth put option whereby JD • The year ended 31 January 2024
Sports Fashion Plc may acquire or be • The year ended 31 January 2025
required to acquire 1% of the initial • The year ended 31 January 2026
share capital of Tessuti Limited in one
tranch of 183 shares. The fourth put option is exercisable
30 days after the approval by the
auditors of the annual Tessuti Limited
accounts of:
• The year ended 31 January 2026
JD Sports Put option whereby JD Sports Fashion The put option was exercised in the The option price is calculated based on Not applicable. The – 1.5
Fashion Plc may acquire 20% of the issued 52 week period ended 30 January a multiple of earnings before interest, put option has been
Holdings share capital of JD Sports Fashion 2021 and JD Sports Fashion Holdings depreciation and amortisation for the exercised.
Australia Pty Australia Holdings Pty in tranches of Australia Pty is now wholly owned by relevant period, less net debt as a % of
10%. JD Sports Fashion Plc. the total number of shares in issue as at
the date of the proposed completion.
Bernard Esher Put and call option whereby JD The put option is exercisable 30 days The option price is calculated based on The maximum – –
Limited Sports Fashion Plc may acquire or be after the approval by the auditors of the a multiple of earnings before interest, consideration is £4.7
required to acquire 20% of the share annual Bernard Esher Limited accounts of: depreciation and amortisation for the million.
capital of Bernard Esher Limited. • The year ended 31 January 2021 relevant period, less net debt as a % of
the total number of shares in issue as at
The call option may be exercised:
the date of the proposed completion.
•3 0 days following the publication of the
audited accounts of the year ended 31
January 22, or
• within a period of six calendar months
commencing on the date the relevant
Seller ceases to be employee or director
of the Company. 287
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21. Trade and Other Payables (continued) 21. Trade and Other Payables (continued)
Recognised as a liability
Company Options in existence Exercise periods Methodology Maximum price At 30 January At 1 February
2021 2020
£m £m
Catchbest Put and call option whereby JD The put and call option is exercisable The option price is calculated based on The maximum option 1.1 –
Limited Sports Fashion Plc may acquire or 30 days after the approval by the a multiple of earnings before interest, price is £25 million.
be required to acquire the remaining auditors of the annual Catchbest tax, depreciation and amortisation
20% of the issued share capital of Limited accounts of: for the relevant financial period, less
Catchbest Limited. • The year ended 31 January 2024 net debt as a percentage of the total
• The year ended 31 January 2025 number of shares in issue as at the date
• The year ended 31 January 2026 of the proposed completion.
• The year ended 31 January 2027
Mainline Put and call option whereby JD The put and call option is exercisable The option price is calculated on a The maximum option 6.0 –
Menswear Sports Fashion Plc may acquire or be 30 days after the approval by the multiple of the lower of (i) Average price is £6 million.
Holdings required to acquire the remaining 20% auditors of the annual accounts of: profit after tax for the previous two
Limited of the issued share capital of Mainline • The year ended 30 January 2021 periods, or (ii) Forecast profit after tax
Menswear Holdings Limited. for the following year, as a percentage
of the total number of shares in issue as
at the date of the proposed completion.
JDSF Holdings Put and call option whereby JD The put and call option is exercisable The option price is calculated based on The maximum option 3.4 –
(Canada) Inc. Sports Fashion Plc may acquire or be 3 months after the approval by the a multiple of earnings before interest, price is £300 million.
required to acquire the remaining 20% auditors of the annual accounts of: tax, depreciation and amortisation for
of the issued share capital of JDSF • The year ended 31 January 2025 the relevant financial period, less total
Holdings (Canada) Inc. in four equal • The year ended 31 January 2026 debt, plus total cash as a percentage of
tranches with the ability to roll over a • The year ended 31 January 2027 the total number of shares in issue as at
tranche that has not previously been • The year ended 31 January 2028 the date of the proposed completion.
subject to the exercise of a put option.
Genesis Topco Put and call option whereby JD The put options are exercisable The option price is calculated based on The maximum option 261.6 –
Inc. Sports Fashion Plc may acquire or be within 30 calendar days after the a multiple of earnings before interest, price is £1.2 billion.
required to acquire the remaining 20% determination of the final put / tax, depreciation and amortisation
of the issued share capital of Genesis call value for the fiscal year. The for the relevant financial period, less
Topco Inc. in four equal tranches with first put period will occur after net post-closing cash and debt as a
the ability to roll over a tranche that the determination of the put / call percentage of the total number of
has not previously been subject to the value for the fascia year ending on 1 shares in issue as at the date of the
exercise of a put option. February 2025. proposed completion.
The call options are exercisable for
a period of 30 days commencing 30
days after the put period has closed.
288 289
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21. Trade and Other Payables (continued) 21. Trade and Other Payables (continued)
Recognised as a liability
Company Options in existence Exercise periods Methodology Maximum price At 30 January At 1 February
2021 2020
£m £m
Oi-Polloi Put and call option whereby JD Sports The first option is exercisable 60 days The option price is calculated based on The maximum option 0.1 –
Limited Fashion Plc may be required to sell after the approval by the auditors of a multiple of earnings before interest price is £10 million.
9.9% of the issued share capital of Oi the annual accounts of: and tax for the relevant financial
Polloi Limited followed by a put option • The year ended 31 January 2022 period, less total debt, plus total cash
whereby JD Sports Fashion may be • The year ended 31 January 2023 as a percentage of the total number
required to acquire the remaining 30% • The year ended 31 January 2024 of shares in issue as at the date of the
of the issued share capital of Oi Polloi • The year ended 31 January 2025 proposed completion.
Limited in three equal tranches of 10%. • The year ended 31 January 2026
The second option is excercisable
60 days after the approval by the
auditors of the annual accounts of:
• The year ended 31 January 2025
Total liability 365.9 73.2
ONEROUS CONTRACTS PROVISION Property, plant and equipment 14.7 – (12.0) (6.4) 2.7 (6.4)
Within the onerous contracts provision, management have provided against the minimum Fascia name – – (37.4) (20.3) (37.4) (20.3)
contractual cost for the remaining term on a non-cancellable logistics services contract for Other temporary differences 24.2 13.0 (5.6) – 18.6 13.0
the Azambuja warehouse in Portugal within the SportZone division. The provision will be Tax losses 1.7 1.2 – – 1.7 1.2
unwound over a ten year period ending 30 September 2030. Tax assets / (liabilities) 40.6 14.2 (55.0) (26.7) (14.4) (12.5)
Onerous
contracts Total The UK Budget on 3 March 2021 included an announcement that the UK corporation tax rate
£m £m will increase to 25% from 1 April 2023 for certain companies. This increase has not yet been
Balance at 1 February 2020 – – substantively enacted. Under IAS 12, deferred tax is required to be calculated using rates that
Provisions created during the period 5.8 5.8 have been substantively enacted at the balance sheet date. Consequently, the deferred tax asset
Balance at 30 January 2021 5.8 5.8 and liability have been calculated based on a rate of 19%. Had the deferred tax been calculated at
25%, the deferred tax asset would increase by £4.7m and the deferred tax liability would increase
Provisions have been analysed between current and non-current as follows: by £2.1m.
2021
2020
£m £m
Current 0.7 –
Non-current 5.1 –
5.8
–
290 291
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. Deferred Tax Assets and Liabilities (continued) 24. Capital and Reserves
Deferred tax asset on losses of £89.4m (2020: £56.6m) have not been recognised as there ISSUED ORDINARY SHARE CAPITAL The Board monitors capital using a ratio of
is uncertainty over the utilisation of these losses. The losses sit within the following Group The total number of authorised net debt to equity using net cash / financial
subsidiaries: ordinary shares at 30 January 2021 are debt. Net cash / financial debt is calculated
2021
2020 1,243,000,000 (2020: 1,243,000,000) with as per Note 29 and equity is calculated
£m £m a par value of 0.25p per share (2020: 0.25p using the share price as at the financial year
SDSR – Sports Division SR, S.A 21.7 17.4 per share). All issued shares are fully paid. end multiplied by the number of ordinary
JD Sports Fashion Germany GmbH 6.7 – The capital structure of the Group consists shares in issue. The net debt to equity ratio
JD Size GmbH 4.0 3.6 of equity attributable to equity holders of as at 30 January 2021 was 18.0% (2020:
JD Sports Fashion AT GmbH 5.3 1.9 the parent, comprising issued share capital, 24.3%). There were no changes to the
JD Sports Fashion Sweden AB 4.1 3.2 share premium and retained earnings. Group’s approach to capital management
JD Sports Fashion Finland OY 2.7 2.0 during the period.
It is the Board’s policy to maintain a strong
Sports Unlimited Retail BV 13.6 – On 3 February 2021, JD Sports Fashion
capital base so as to maintain investor,
JD Sports (Thailand) Limited 3.0 0.9 Plc completed the placing of new ordinary
creditor and market confidence and to
JD Sports Fashion Korea Inc 12.9 8.2 shares in the capital of the company. A
sustain future development of the business.
Clothingsites.co.uk Limited 4.5 4.5 total of 58,393,989 new ordinary shares
The processes for managing the Group’s
KGR Rugby Limited – 3.6 were issued, increasing the total ordinary
capital levels are that the Board regularly
Tiso Group Limited and its subsidiaries 4.7 4.7 shares in issue to 1,031,627,149. This was a
monitors the net cash / debt in the
Other 6.2 6.6 non-adjusting post balance sheet event.
business, the working capital requirements
89.4 56.6 Further details are provided in Note 31.
and forecast cash flows. Based on this
analysis, the Board determines the Full disclosure on the rights attached to
MOVEMENT IN DEFERRED TAX DURING THE PERIOD appropriate return to equity holders while shares is provided in the Directors’ Report
ensuring sufficient capital is retained in the on page 163.
Property, plant
and equipment Fascia name Other Tax losses Total business to meet its strategic objectives.
£m £m £m £m £m Number of Ordinary
Balance at 2 February 2019 1.2 (13.6) 0.6 0.8 (11.0) ordinary shares share capital
thousands £m
Recognised on acquisition (0.6) (6.3) 0.5 – (6.4)
Recognised on disposal 0.1 – (1.3) – (1.2) At 1 February 2020 and 30 January 2021 973,233 2.4
Recognised in income (8.0) 4.3 9.6 0.4 6.3
Reclassifications 0.7 (4.4) 3.7 – – FOREIGN CURRENCY TRANSLATION OTHER EQUITY
Foreign exchange movements 0.2 (0.3) (0.1) – (0.2) RESERVE Put and call options held by non-
Balance at 1 February 2020 (6.4) (20.3) 13.0 1.2 (12.5) The foreign currency translation reserve controlling interests are accounted for
Recognised on acquisition (1.7) (28.2) (3.8) – (33.7) comprises all foreign currency differences using the present access method. Upon
Recognised in income 11.5 10.9 8.6 0.4 31.4 arising from the translation of the financial initial recognition of the put or call option
Foreign exchange movements (0.7) 0.2 0.8 0.1 0.4 statements of foreign operations. liability a corresponding entry is made to
other equity, and for subsequent changes
Balance at 30 January 2021 2.7 (37.4) 18.6 1.7 (14.4) on remeasurement of the liability the
corresponding entry is made to Exceptional
As at 30 January 2021, the Group has no recognised deferred income tax liability (2020: Items in the Income Statement.
£nil) in respect of taxes that would be payable on the unremitted earnings of certain
overseas subsidiaries. As at 30 January 2021, the unrecognised gross temporary differences
in respect of overseas subsidiaries is £425.4 million (2020: £192.7 million). No deferred
income tax liability has been recognised in respect of this temporary difference due to the
foreign profits exemption and the availability of double tax relief.
There are no income tax consequences attached to the payment of dividends by the Group
to its shareholder.
292 293
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
294 295
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Contracted 12.8 20.3 TRANSACTIONS WITH RELATED PARTIES WHO ARE NOT MEMBERS OF THE GROUP
Other loans of £68.9 million is the deferred consideration payable at 30 January 2021
in respect of the acquisition of Shoe Palace Corporation (see Note 11). The deferred
consideration is not contingent and is due within one year.
296 297
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31. Post Balance Sheet Events 31. Post Balance Sheet Events (continued)
DTLR VILLA LLC (‘DTLR’) Due to the proximity of the date of the MARKETING INVESTMENT GROUP S.A.
On 31 January 2021, JD Sports Fashion acquisition and the date of this Annual (‘MIG’)
Plc entered into a conditional agreement Report, it is not possible to present a On 11 March 2021, JD Sports Fashion Plc
for the acquisition of 100% of DTLR Villa goodwill calculation, or the fair values entered into a conditional agreement for
LLC (‘DTLR’ or ‘Company’). Completion of of the assets and liabilities acquired. The the acquisition of 60% of the share capital
the acquisition was subject to customary goodwill calculation and fair value table will of Marketing Investment Group S.A. The
closing conditions, including expiration be presented in the announcement of our business operates 410 retail stores and
or termination of the applicable waiting Interim Results on the 14 September 2021. associated trading websites across nine
period under the U.S. Hart-Scott-Rodino countries in Central and Eastern Europe.
Antitrust Improvements Act (HSR Act). The In the year ended 31 January 2020, MIG
PLACING OF NEW ORDINARY SHARES
acquisition subsequently completed on 17 generated revenues of approximately £200
On 3 February 2021, JD Sports Fashion Plc
March 2021. million (£stg equivalent). The estimated
(‘the Company’) completed the placing
date of completion of the acquisition is
Total cash consideration for the acquisition of new ordinary shares in the capital
May 2021 subject to customary closing
was $495 million, subject to customary of the Company. A total of 58,393,989
conditions and competition clearance.
working capital and other adjustments new ordinary shares in the capital of the
at completion, of which approximately Company were placed by Investec Bank plc The net assets of MIG at the date
$100 million will be used to repay existing and Peel Hunt LLP at an issue price of 795 of completion are expected to be
indebtedness of the Company. This cash pence per share (the ‘Placing Price’). approximately £15 million. Put and call
consideration is being funded from the options to enable future exit opportunities
The Placing Shares represent
Group’s cash resources and existing bank for the 40% shareholders have also been
approximately 6.0 per cent of the existing
facilities. The DTLR Management Team agreed and become exercisable after the
issued share capital of the Company and
(‘Management’), headed up by Glenn year ended January 2025.
raised proceeds of approximately £456.0
Gaynor and Scott Collins, who will be million after costs. The Placing Price
continuing in their roles as Co-CEOs, have represents a discount of approximately 2.5
also reinvested a portion of their proceeds per cent to the mid-market closing price of
back into DTLR in exchange for a new 815 pence on 3 February 2021. The Placing
minority stake of approximately 1.4%. Put was implemented on a non-pre-emptive
and call options, to enable future exit basis.
opportunities for Management, have also
been agreed and become exercisable after The admission of the Placing Shares to
a minimum period of three years. trading on the main market for listed
securities took place on the 8 February
DTLR is based in Baltimore, Maryland and is 2021. The Placing Shares rank pari passu
a hyperlocal athletic footwear and apparel in all respects with each other and with
streetwear retailer. Originally named the existing issued Ordinary Shares. This
Downtown Locker Room, the Company includes, without limitations, the right to
later re-branded as DTLR and, in 2017, receive all dividends and other distributions
merged with Sneaker Villa Inc (previously declared or paid in respect of such
based in Philadelphia). At acquisition, Ordinary Shares after the date of issue of
DTLR operated from 247 stores across 19 the Placing Shares.
states, principally in the North and East
of the United States. The acquisition of The Company now has a total of
DTLR, with its differentiated consumer 1,031,627,149 Ordinary Shares in issue. The
proposition, will enhance the Group’s Company does not hold any shares in
presence in the North and East of the treasury and the total number of voting
United States complementing not only our shares in issue is therefore 1,031,627,149.
existing JD and Finish Line fascias but also
the recent acquisition of Shoe Palace which
is based on the West Coast.
298 299
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2Squared UK Hollinsbrook Way, Distributor of fashion 100% Blue Retail UK Hollinsbrook Way, Dormant company 100%
Agency Limited Pilsworth, Bury, Lancashire, apparel and accessories Limited* Pilsworth,Bury, Lancashire,
BL9 8RR BL9 8RR
A Number of UK Hollinsbrook Way, Wholesale of clothing and 100% Capso Holdings Isle of 33–37 Athol Street, Isle Of Intermediate holding 100%
Names Limited Pilsworth, Bury, Lancashire, footwear Limited* Man Man, IM1 1LB company
BL9 8RR
Castlebrook UK Hollinsbrook Way, Dormant Company 100%
ActivInstinct UK Hollinsbrook Way, Intermediate holding 100% Management Pilsworth, Bury, Lancashire,
Holdings Pilsworth, Bury, Lancashire, company Company BL9 8RR
Limited BL9 8RR Limited
ActivInstinct UK Hollinsbrook Way, Dormant company 100% Catchbest UK Hollinsbrook Way, Retail of clothing in a 80%
Limited* Pilsworth, Bury, Lancashire, Limited Pilsworth, Bury, Lancashire, specialised store
BL9 8RR BL9 8RR
Allsports.co.uk UK Hollinsbrook Way, Dormant company 100% CCC Outdoors UK Hollinsbrook Way, Dormant company 100%
Limited* Pilsworth, Bury, Lancashire, Limited* Pilsworth, Bury, Lancashire,
BL9 8RR BL9 8RR
Alpine Bikes UK 41 Commercial Street, Leith, Dormant company 60% Champion Retail Ireland 3 Burlington Road, Dublin Retailer of sports and 100%
Limited* Edinburgh, EH6 6JD Limited* 4, D04RD68, Republic of leisure goods
Alpine Group UK 41 Commercial Street, Leith, Intermediate holding 60% Ireland
(Scotland) Edinburgh, EH6 6JD company Champion Ireland 3 Burlington Road, Dublin Dormant company 100%
Limited* Sports 4, D04RD68, Republic of
Ark Fashion UK Hollinsbrook Way, Dormant company 100% (Holdings) Ireland
Limited Pilsworth, Bury, Lancashire, Unlimited*
BL9 8RR Champion Ireland 3 Burlington Road, Dublin Intermediate holding 100%
Aspecto UK Hollinsbrook Way, Dormant company 100% Sports Group 4, D04RD68, Republic of company
(Holdings) Pilsworth, Bury, Lancashire, Limited* Ireland
Limited BL9 8RR Champion Ireland 3 Burlington Road, Dublin Retailer of sports and 100%
Aspecto Trading UK Hollinsbrook Way, Dormant company 100% Sports Ireland* 4, D04RD68, Republic of leisure goods
Limited* Pilsworth, Bury, Lancashire, Ireland
BL9 8RR Champion Ireland 3 Burlington Road, Dublin Dormant company 100%
Athleisure UK Hollinsbrook Way, Intermediate holding 100% Sports Newco 4, D04RD68, Republic of
Limited Pilsworth, Bury, Lancashire, company Limited* Ireland
BL9 8RR Choice 33 UK Hollinsbrook Way, Dormant company 88%
Base UK Hollinsbrook Way, Retailer of childrens 80% Limited* Pilsworth, Bury, Lancashire,
Childrenswear Pilsworth, Bury, Lancashire, fashion apparel and BL9 8RR
Limited BL9 8RR footwear Choice Limited* UK Hollinsbrook Way, Retailer of fashion apparel 88%
Bernard Esher UK Hollinsbrook Way, Retailer of premium 80% Pilsworth, Bury, Lancashire, and footwear
Limited Pilsworth, Bury, Lancashire, womens fashion apparel BL9 8RR
BL9 8RR and footwear Cloggs Online UK Hollinsbrook Way, Dormant company 100%
Blacks Outdoor UK Hollinsbrook Way, Retailer of outdoor 100% Limited Pilsworth, Bury, Lancashire,
Retail Limited Pilsworth, Bury, Lancashire, footwear, apparel and BL9 8RR
BL9 8RR equipment Clothingsites UK Hollinsbrook Way, Intermediate holding 100%
Holdings Pilsworth, Bury, Lancashire, company
*Indirect holding of the Company Limited BL9 8RR
300 *Indirect holding of the Company 301
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Name of subsidiary Place of Registered Address Nature of Business and Operation Ownership Name of subsidiary Place of Registered Address Nature of Business and Operation Ownership
Registration & Voting Registration & Voting
Rights Rights
Interest Interest
Clothingsites. UK Hollinsbrook Way, Pilsworth, Retailer of fashion apparel 100% Genesis US 3308 N. Mitthoeffer Rd. Intermediate holding 80%
co.uk Limited* Bury, Lancashire, BL9 8RR and footwear Holdings Inc Indianapolis, IN 46235 company
Dantra Limited UK Hollinsbrook Way, Pilsworth, Retailer of childrens 75% Genesis Topco US 3308 N. Mitthoeffer Rd. Intermediate holding 80%
Bury, Lancashire, BL9 8RR fashion apparel and Inc Indianapolis, IN 46235 company
footwear George Fisher UK Hollinsbrook Way, Intermediate holding 60%
Duffer of St UK Hollinsbrook Way, Pilsworth, Licensor of a fashion 100% Holdings Pilsworth, Bury, Lancashire, company
George Limited Bury, Lancashire, BL9 8RR brand Limited* BL9 8RR
Exclusive UK Hollinsbrook Way, Pilsworth, Dormant company 90% George Fisher UK Hollinsbrook Way, Retailer of outdoor 60%
Footwear Bury, Lancashire, BL9 8RR Limited* Pilsworth, Bury, Lancashire, footwear, apparel and
Limited BL9 8RR equipment
First Sport UK Hollinsbrook Way, Pilsworth, Dormant company 100% GetTheLabel. UK Hollinsbrook Way, Dormant company 80%
Limited* Bury, Lancashire, BL9 8RR com Limited* Pilsworth, Bury, Lancashire,
BL9 8RR
Focus Brands UK Hollinsbrook Way, Pilsworth, Intermediate holding 100%
Limited Bury, Lancashire, BL9 8RR company Giulio Fashion UK 24–32 King Street, Intermediate holding 88%
Limited* Cambridge, company
Focus UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Cambridgeshire, CB1 1LN
Equipment Bury, Lancashire, BL9 8RR
Limited* Giulio Limited* UK 24–32 King Street, Retailer of premium 88%
Cambridge, fashion apparel and
Focus Group UK Hollinsbrook Way, Pilsworth, Intermediate holding 100%
Cambridgeshire, CB1 1LN footwear
Holdings Bury, Lancashire, BL9 8RR company
Limited* Giulio Woman UK 24–32 King Street, Dormant company 88%
Limited* Cambridge,
Focus UK Hollinsbrook Way, Pilsworth, Distributor of sports 100%
Cambridgeshire, CB1 1LN
International Bury, Lancashire, BL9 8RR apparel and footwear
Limited* Go Explore UK Hollinsbrook Way, Dormant company 100%
Consulting Pilsworth, Bury, Lancashire,
Focus Italy Italy Viale Majno Luigi 17/A, Distributor of sports 100%
Limited* BL9 8RR
S.pa.* 20122 Milano Italy apparel and footwear
Go Outdoors UK Hollinsbrook Way, Retailer of outdoor leisure 100%
Focus Sports UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Fishing Limited* Pilsworth, Bury, Lancashire, equipment and apparel
& Leisure Bury, Lancashire, BL9 8RR
BL9 8RR
International
Limited* GOL Realisations UK Hollinsbrook Way, Intermediate holding 100%
Holdings Limited Pilsworth, Bury, Lancashire, company
Footasylum UK Hollinsbrook Way, Pilsworth, Retailer of sports inspired 100%
BL9 8RR
Limited Bury, Lancashire, BL9 8RR footwear and apparel
Go Outdoors UK Hollinsbrook Way, Dormant company 100%
Footasylum UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Equestrian Pilsworth, Bury, Lancashire,
Brands Limited* Bury, Lancashire, BL9 8RR
Limited * BL9 8RR
Footasylum Germany Wittestraße 30 K, 13509 Retailer of sports inspired 100%
Go Outdoors UK Hollinsbrook Way, Retailer of outdoor leisure 100%
GmbH Berlin footwear and apparel
Retail Limited* Pilsworth, Bury, Lancashire, equipment and apparel
Footpatrol UK Hollinsbrook Way, Pilsworth, Dormant company 100% BL9 8RR
London 2002 Bury, Lancashire, BL9 8RR
Graham Tiso UK 41 Commercial Street, Leith, Retailer of outdoor 60%
Limited
Limited* Edinburgh, EH6 6JD footwear, apparel and
Frank Harrison UK Hollinsbrook Way, Pilsworth, Dormant company 72% equipment
Limited* Bury, Lancashire, BL9 8RR
Henleys UK Hollinsbrook Way, Dormant company 100%
Genesis Finco UK Hollinsbrook Way, Pilsworth, Intermediate holding 100% Clothing Pilsworth, Bury, Lancashire,
Limited* Bury, Lancashire, BL9 8RR company Limited BL9 8RR
302 303
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Hip UK Hollinsbrook Way, Dormant company 100% IRG Stoke UK Hollinsbrook Way, Dormant company 100%
(Birmingham) Pilsworth, Bury, Lancashire, Limited* Pilsworth, Bury, Lancashire,
Limited BL9 8RR BL9 8RR
Hip Store UK Hollinsbrook Way, Retailer of premium 100% IRG Warrington UK Hollinsbrook Way, Dormant company 100%
Limited Pilsworth, Bury, Lancashire, mens fashion apparel and Limited* Pilsworth, Bury, Lancashire,
BL9 8RR footwear BL9 8RR
Iberian Sports Spain Polígono Industrial de las Intermediate holding 50% J D Sports UK Hollinsbrook Way, Dormant company 100%
Retail Group SL Atalayas, Avenida Euro, N2, company Limited Pilsworth, Bury, Lancashire,
Alicante 03114. BL9 8RR
I Am Athlete, US 3308 N. Mitthoeffer Rd. Retailer of sports and 80% Jandernama Spain Polígono Industrial de las Intermediate holding 100%
LLC* Indianapolis, IN 46235 leisure inspired goods Atalayas, Avenida Euro, N2, company
Infinities Retail UK Hollinsbrook Way, Intermediate holding 100% Alicante 03114.
Group Holdings Pilsworth, Bury, Lancashire, company JD Academy UK Hollinsbrook Way, Management consultancy 100%
Limited BL9 8RR Limited Pilsworth, Bury, Lancashire, activities other than
Infinities Retail UK Hollinsbrook Way, Dormant company 100% BL9 8RR financial management
Group Limited* Pilsworth, Bury, Lancashire, JDSF Retail Canada 1200 Waterfront Centre, Retailer of sports inspired 88%
BL9 8RR (Canada) Inc 200 Burrard Street, footwear and apparel
IRG Altrincham UK Hollinsbrook Way, Dormant company 100% Vancouver BC V6C 3L6
Limited* Pilsworth, Bury, Lancashire, JD Canary Spain Polígono Industrial de las Retailer of sports inspired 65%
BL9 8RR Islands Sports Atalayas, Avenida Euro, N2, footwear and apparel
IRG Birkenhead UK Hollinsbrook Way, Dormant company 100% SL* Alicante 03114.
Limited* Pilsworth, Bury, Lancashire, JD Newco 2 UK Hollinsbrook Way, Dormant company 100%
BL9 8RR Limited Pilsworth, Bury, Lancashire,
IRG Blackburn UK Hollinsbrook Way, Dormant company 100% BL9 8RR
Limited* Pilsworth, Bury, Lancashire, JD Size GmbH Germany Neusser Strasse 93, 50670 Retailer of sports inspired 100%
BL9 8RR Cologne footwear and apparel
IRG Bradford UK Hollinsbrook Way, Dormant company 100% JD Spain Sports Spain Polígono Industrial de las Retailer of sports inspired 65%
Limited* Pilsworth, Bury, Lancashire, Fashion 2010 Atalayas, Avenida Euro, N2, footwear and apparel
BL9 8RR SL* Alicante 03114.
IRG Bury UK Hollinsbrook Way, Dormant company 100% JD Sports Thailand Room No. TT04 No. Retailer of sports inspired 80%
Limited* Pilsworth, Bury, Lancashire, (Thailand) 1106 Sukhumvit Road, footwear and apparel
BL9 8RR Limited* Phrakhanong Sub-district,
IRG Chesterfield UK Hollinsbrook Way, Dormant company 100% Klongtoey District, Bangkok
Limited* Pilsworth, Bury, Lancashire, JD Sports UK Hollinsbrook Way, Dormant company 100%
BL9 8RR Active Limited Pilsworth, Bury, Lancashire,
IRG Denton UK Hollinsbrook Way, Dormant company 100% BL9 8RR
Limited* Pilsworth, Bury, Lancashire, JD Sports France 96 R Du Pont Rompu, Intermediate holding 100%
BL9 8RR Fashion 59200 Tourcoing. company
IRG Derby UK Hollinsbrook Way, Dormant company 100% (France) SAS
Limited* Pilsworth, Bury, Lancashire, JD Sports Austria Wallnerstraße 1, 3. Stock, Retailer of sports inspired 100%
BL9 8RR Fashion AT 1010 Vienna, Austria footwear and apparel
IRG Stockport UK Hollinsbrook Way, Dormant company 100% GmbH
Limited* Pilsworth, Bury, Lancashire, JD Sports Australia Level 12, 54 Park St, Sydney, Retailer of sports inspired 100%
BL9 8RR Fashion Aus NSW 2000 footwear and apparel
*Indirect holding of the Company
Pty*
304 *Indirect holding of the Company 305
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Name of subsidiary Place of Registered Address Nature of Business and Operation Ownership Name of subsidiary Place of Registered Address Nature of Business and Operation Ownership
Registration & Voting Registration & Voting
Rights Rights
Interest Interest
JD Sports Belgium Wiegstraat 21, 2000 Retailer of sports inspired 100% JD Sports Gyms UK Hollinsbrook Way, Operator of fitness 94%
Fashion Antwerpen. footwear and apparel Limited Pilsworth, Bury, Lancashire, centres
Belgium BV BL9 8RR
JD Sports Netherlands Oosteinderweg 247 B 1432 Retailer of sports inspired 100% JDSF Holdings Canada 1200 Waterfront Centre, Intermediate holding 80%
Fashion BV AT Aalsmeer. footwear and apparel (Canada) Inc 200 Burrard Street, company
Vancouver BC V6C 3L6
JD Sports Denmark c/o Harbour House, Retailer of sports inspired 100%
Fashion Sundkrogsgade 21, 2100 footwear and apparel John David Ireland 3 Burlington Road, Dublin Retailer of sports inspired 100%
Denmark APS Copenhagen. Sports Fashion 4, D04RD68, Republic of footwear and apparel
(Ireland) Ireland
JD Sports Finland c/o Intertrust Finland Oy, Retailer of sports inspired 100%
Limited
Fashion Finland Lautatarhankatu 6, 00580, footwear and apparel
OY Helsinki KGR Rugby UK Hollinsbrook Way, Distributor of rugby 100%
Limited Pilsworth, Bury, Lancashire, apparel and accessories
JD Sports Germany Neusser Strasse 93, 50670 Retailer of sports inspired 80%
BL9 8RR
Fashion Cologne footwear and apparel
Germany GmbH Kukri (Asia) Hong Unit 4, 27th Floor, Global Distributor of sports 80%
Limited* Kong Trade Square, 21 Wong apparel and accessories
JD Sports Australia Level 12, 54 Park St, Sydney, Intermediate holding 100%
Chuk Hang Road, Hong
Fashion NSW 2000 company
Kong
Holdings Aus
Pty Kukri (HK) Hong Unit 4, 27th Floor, Global Dormant company 80%
Limited* Kong Trade Square, 21 Wong
JD Sports India B-808 The Platina, Outsourced multichannel 100%
Chuk Hang Road, Hong
Fashion India Gachibawli, Hyderabad, operations
Kong
LLP Telangana, India – 500032
Kukri Australia Australia 39 Charles Street, Distributor of sports 80%
JD Sports Korea 6F Yoonik Bldg. 430 Eonju- Retailer of sports inspired 50%
Pty Limited* Norwood, SA 5067 apparel and accessories
Fashion Korea ro, Gangnam-gu, Seoul footwear and apparel
Inc Kukri Events UK Hollinsbrook Way, Dormant company 80%
Limited* Pilsworth, Bury, Lancashire,
JD Sports New Anderson Lloyd, Level 10 Retailer of sports inspired 100%
BL9 8RR
Fashion NZ Pty Zealand Otago House, Cnr Moray footwear and apparel
Limited* Place & Princes Street, Kukri GB UK Hollinsbrook Way, Distributor and retailer 80%
Dunedin, 9016, NZ Limited* Pilsworth, Bury, Lancashire, of sports apparel and
BL9 8RR accessories
JD Sports Singapore 190 Middle Road, 14–05, Retailer of sports inspired 80%
Fashion PTE Fortune Centre, Singapore, footwear and apparel Kukri NZ New Unit 2, 45 The Boulevard, Distributor of sports 60%
LTD* 188979 Limited* Zealand Te Rapa Park, Hamilton apparel and accessories
JD Sports Malaysia Suite D23, 2ND Floor, Plaza Retailer of sports inspired 80% Kukri Pte Singapore 10 Anson Road, 19–15 Distributor of sports 80%
Fashion SDN Pekeliling, No. 2, Jalan footwear and apparel Limited* International Plaza, apparel and accessories
BHD Tun Razak, 50400 Kuala Singapore 079903
Lumpur, Malaysia Kukri Shanghai Shanghai Room 221–225, No. 2 Distributor of sports 80%
JD Sports Italy Via Montenapoleone n. 29 – Retailer of sports inspired 100% Limited* Building, No.38 Debao apparel and accessories
Fashion SRL 20121 Milan, Italy footwear and apparel Road, China (Shanghai)
Pilot Free Trade Zone,
JD Sports Sweden C/o Intertrust CN (Sweden) Retailer of sports inspired 100%
Shanghai, 200131, China
Fashion Sweden AB, PO Box 16285, 103 25 footwear and apparel
AB Stockholm, Sweden Kukri Sports Canada 106-1533 Broadway St, Distributor of sports 60%
Canada Inc* Port Coquitlam, British apparel and accessories
JD Sports Gyms UK Hollinsbrook Way, Dormant company 94%
Columbia, V3c 6P3
Acquisitions Pilsworth, Bury, Lancashire,
Limited* BL9 8RR Kukri Sports Ireland 3 Burlington Road, Dublin Distributor of sports 80%
Ireland Limited* 4, D04RD68, Republic of apparel and accessories
Ireland
*Indirect holding of the Company
Name of subsidiary Place of Registered Address Nature of Business and Operation Ownership Name of subsidiary Place of Registered Address Nature of Business and Operation Ownership
Registration & Voting Registration & Voting
Rights Rights
Interest Interest
Kukri Sports UK Hollinsbrook Way, Intermediate holding 80% OneTrueSaxon UK Hollinsbrook Way, Dormant company 100%
Limited Pilsworth, Bury, Lancashire, company Limited Pilsworth, Bury, Lancashire,
BL9 8RR BL9 8RR
Kukri Sports Middle Lakeview Tower, Jumeirah Distributor of sports 80% Open Fashion UK Hollinsbrook Way, Dormant company 100%
Middle East East Lake Towers, Dubai, United apparel and accessories Limited Pilsworth, Bury, Lancashire,
JLT* Arab Emirates BL9 8RR
Onepointfive Canada 1200 Waterfront Centre, Retailer of fashion 80% PCPONE* Ireland 3 Burlington Road, Dublin Intermediate holding 100%
Ventures 200 Burrard Street, apparel and footwear 4, D04RD68, Republic of company
Limited* Vancouver BC V6C 3L6 Ireland
Mainline UK Hollinsbrook Way, Intermediate holding 80% Pear Sports US 3308 N. Mitthoeffer Rd. Retailer of sports and 80%
Menswear Pilsworth, Bury, Lancashire, company LLC* Indianapolis, IN 46235 leisure inspired goods
Holdings BL9 8RR Peter Werth UK Millae & Bryce Limited, Dormant company 100%
Limited Limited* Bonnington Bond 2
Mainline UK Hollinsbrook Way, Retailer of premium 80% Anderson Place, Edinburgh,
Menswear Pilsworth, Bury, Lancashire, mens fashion apparel and EH6 5NP
Limited* BL9 8RR footwear PG2019 Limited UK Hollinsbrook Way, Retailer of fashion 100%
Marathon Ireland 3 Burlington Road, Dublin Dormant company 100% Pilsworth, Bury, Lancashire, apparel and footwear
Sports Limited* 4, D04RD68, Republic of BL9 8RR
Ireland Pink Soda UK Hollinsbrook Way, Intermediate holding 100%
Millets Limited UK Hollinsbrook Way, Dormant company 100% Limited Pilsworth, Bury, Lancashire, company
Pilsworth, Bury, Lancashire, BL9 8RR
BL9 8RR Premium UK Hollinsbrook Way, Dormant company 100%
Mitchell’s UK Hollinsbrook Way, Dormant company 100% Fashion Pilsworth, Bury, Lancashire,
Practical Pilsworth, Bury, Lancashire, Limited BL9 8RR
Campers BL9 8RR Prima Designer UK Hollinsbrook Way, Intermediate holding 100%
Limited* Limited* Pilsworth, Bury, Lancashire, company
Nanny State UK Hollinsbrook Way, Dormant company 100% BL9 8RR
Limited Pilsworth, Bury, Lancashire, R.D. Scott UK Hollinsbrook Way, Retailer of fashion 100%
BL9 8RR Limited Pilsworth, Bury, Lancashire, apparel and footwear
Naylor’s UK Hollinsbrook Way, Retailer of Equestrian 100% BL9 8RR
Equestrian LLP* Pilsworth, Bury, Lancashire, equipment Rascal Clothing UK Acre House, 11/15 William Retailer of fashion 50%
BL9 8RR Ltd Road, London, United apparel and footwear
NiceKicks US 755 Jarvis Drive, Morgan Retailer of athletic 80% Kingdom, NW1 3ER
Holdings LLC Hill, CA 95037 footwear and streetwear SDSR – Sports Portugal Rua Joao Mendoça, nº Retailer of sports and 50%
apparel Division SR, 505, Matosinhos Freguesia, leisure goods
Nicholas UK Hollinsbrook Way, Distributor of fashion 100% S.A* São Mamede de Infesta e
Deakins Limited Pilsworth, Bury, Lancashire, footwear Senhora da Hora, 4464 503,
BL9 8RR Matosinhos, Portugal
Oi-Polloi UK 63 Thomas Street, Retail sale of clothing in 80% SEA Sports Malaysia Level 19–01, Block B, Wholesaler and retailer 60%
Limited Manchester, M4 1LQ specialised stores Fashion SDN. Plaza Zurich, No. 12, of sports inspired
Old Brown UK Hollinsbrook Way, Dormant company 100% BHD. Jalan Gelenggang, Bukit footwear and apparel
Bag Clothing Pilsworth, Bury, Lancashire, Damansara, 50490
Limited* BL9 8RR Kuala Lumpur, Wilayah
Persekutuan KL.
308 309
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
310 311
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS COMPANY BALANCE SHEET
Liabilities
Creditors: amounts falling due within one year C13 (436.0) (370.8)
Lease liabilities C7 (61.9) (68.3)
Income tax liabilities (8.9) (27.4)
Total current liabilities
(506.8) (466.5)
Creditors: amounts falling due after more than one year C14 (8.0) (5.6)
Lease liabilities C7 (371.2) (420.9)
Total non-current liabilities
(379.2) (426.5)
(886.0)
Total liabilities (893.0)
Total assets less total liabilities
1,279.4 1,149.3
Capital and reserves
Issued ordinary share capital C16 2.4 2.4
Share premium 11.7 11.7
Retained earnings 1,265.3 1,135.2
Total equity 1,279.4 1,149.3
The Company has taken advantage of the exemption in s408 of the Companies Act 2006 not to
present its individual income statement and related notes. The accompanying notes form part of
these financial statements.
These financial statements were approved by the Board of Directors on 13 April 2021 and were
signed on its behalf by:
N Greenhalgh
Director
Registered number: 1888425
312 313
COMPANY STATEMENT OF CHANGES IN EQUITY NOTES TO THE COMPANY FINANCIAL STATEMENTS
314 315
NOTES TO THE COMPANY FINANCIAL STATEMENTS NOTES TO THE COMPANY FINANCIAL STATEMENTS
At 30 January 2021 16.9 21.3 50.0 283.1 0.1 512.0 883.4 Maturity analysis – contractual undiscounted cash flows
Less than one year 76.4 78.4
Depreciation and impairment One to five years 235.0 246.9
At 1 February 2020 – 15.9 39.4 141.1 0.1 72.9 269.4 More than five years 190.2 218.9
Charge for period 3.1 4.6 4.4 30.5 – 71.9 114.5 Total undiscounted lease liabilities 501.6 544.2
Disposals – (0.4) – (1.8) – – (2.2)
Impairments – – – – – 0.3 0.3 Lease liabilities included in the statement of
financial position 433.1 489.2
Reclassifications to other
asset categories – (1.1) – – – – (1.1) Current 61.9 68.3
At 30 January 2021 3.1 19.0 43.8 169.8 0.1 145.1 380.9 Non-current 371.2 420.9
316 317
NOTES TO THE COMPANY FINANCIAL STATEMENTS NOTES TO THE COMPANY FINANCIAL STATEMENTS
C8. INVESTMENT PROPERTY The additions to investments in the current year comprise the following. Unless otherwise stated
Investment property, which is property held to earn rentals, is stated at cost less accumulated the investment is 100% owned.
depreciation and impairment losses. Investment property is depreciated over a period of 50 2021
years on a straight line basis, with the exception of freehold land, which is not depreciated. The £m
Company has not elected to revalue investment property annually but to disclose the fair value JDSF Holdings (Canada) Inc – 80% 8.2
below. An external valuation to determine the fair value is prepared every three years by persons A Number of Names Limited 4.7
having the appropriate professional experience. When an external valuation is not prepared, an JD Sports Fashion Holdings Australia Pty Ltd 4.1
annual assessment is conducted using internal expertise. Catchbest Limited – 80% 3.2
£m JD Sports Gyms Limited – 94% 1.2
Cost Sportiberica Sociedade De Artigos De Desporto S.A. – 65% 1.3
At 1 February 2020 and 30 January 2021 4.8 Wellgosh Limited 1.2
Kukri Sports Limited – 80% 0.6
Depreciation and impairment Oi-Polloi Limited – 79.9% 0.1
At 1 February 2020 1.8
Charge for period 0.2 Total additions 24.6
The disposal relates to a capital reduction in the year in respect of the investment held in Genesis
At 30 January 2021 2.0 Finco Limited.
Net book value A list of subsidiaries is disclosed in Note 32 of the Group financial statements.
At 30 January 2021 2.8
At 1 February 2020 3.0
318 319
NOTES TO THE COMPANY FINANCIAL STATEMENTS NOTES TO THE COMPANY FINANCIAL STATEMENTS
A summary of the Company’s exposure to credit risk for trade receivables is as follows: Total 13.0% 2.3 (0.3) –
2021 2020
Gross Provision Net Gross Provision Net
Movement on this provision is shown below:
£m £m £m £m £m £m
£m
Not past due 0.7 – 0.7 1.6 – 1.6
Past due 0 – 30 days 1.3 – 1.3 0.1 – 0.1 At 1 February 2020 0.3
Past due 30–60 days 0.6 – 0.6 0.3 – 0.3 Created –
Past 60 days 2.8 (0.3) 2.5 0.3 (0.3) – At 30 January 2021 0.3
5.4 (0.3) 5.1 2.3 (0.3) 2.0
The Amounts owed by other Group companies is after a provision of £114.8 million (2020: £106.6
million) against the balances outstanding at the end of the period.
At 30 January 2021, the exposure to credit risk for trade receivables by geographic region was as
follows: The other classes within trade and other receivables do not contain impaired assets.
As at As at
30 January 2021
1 February 2020
Total Total C12. FINANCIAL INSTRUMENTS
Trade receivables £m £m Financial Assets
The currency profile of cash and cash equivalents is shown below:
UK 4.3 –
2021 2020
Europe 0.8 2.3
£m £m
Rest of world 0.3 –
Bank balances and cash floats 398.0 143.8
Total 5.4 2.3
Sterling 265.9 91.3
Euros 39.1 32.1
At 30 January 2021, the exposure to credit risk for trade receivables by type of counterparty was
US Dollars 79.9 6.0
as follows:
Australian Dollars 5.4 10.0
As at As at
Other 7.7 4.4
30 January 2021
1 February 2020
Total Total 398.0 143.8
Trade receivables £m £m
At 30 January 2021, the carrying amount of the Company’s most significant customer was £1.7
million (2020: £0.2 million).
320 321
NOTES TO THE COMPANY FINANCIAL STATEMENTS NOTES TO THE COMPANY FINANCIAL STATEMENTS
C12. FINANCIAL INSTRUMENTS (CONTINUED) C15. DEFERRED TAX ASSETS AND LIABILITIES
Credit Risk
The Company has provided guarantees on working capital and other banking facilities entered Recognised Deferred Tax Assets and Liabilities
into by Spodis SA (€6.6 million) and Kukri Sports Limited and Kukri GB Limited (£1.0 million). Deferred tax assets and liabilities are attributable to the following:
In addition, the syndicated committed £700 million bank facility, which was in place as at 30 Assets Assets Liabilities Liabilities Net Net
2021 2020 2021 2020 2021 2020
January 2021, encompassed cross guarantees between the Company, Blacks Outdoor Retail
£m £m £m £m £m £m
Limited, Tessuti Limited, Go Outdoors Retail Limited, The Finish Line, Inc., The Finish Line USA
Inc., Genesis Holdings Inc., Genesis Finco Limited, Focus Brands Limited and Focus International Property, plant and equipment 1.1 – – (1.2) 1.1 (1.2)
Limited to the extent to which any of these companies were overdrawn. As at 30 January 2021, Other 2.3 2.2 – – 2.3 2.2
these facilities were drawn down by £nil (2020: £nil). Tax assets / (liabilities) 3.4 2.2 – (1.2) 3.4 1.0
Fair Values
The fair values together with the carrying amounts shown in the Balance Sheet as at 30 January Movement in Deferred Tax during the Period
2021 are as follows: Property, plant
and equipment Other Total
Carrying
£m £m £m
amount Fair value
2021 2021 Balance at 2 February 2019 (0.6) 2.3 1.7
Note £m £m Recognised in income (0.6) (0.1) (0.7)
Trade and other receivables C11 477.6 477.6 Balance at 1 February 2020 (1.2) 2.2 1.0
Cash and cash equivalents C12 398.0 398.0 Recognised in income 2.3 0.1 2.4
Trade and other creditors – current (395.1) (395.1)
Trade and other creditors – non-current (8.0) (8.0) Balance at 30 January 2021 1.1 2.3 3.4
472.5 472.5
The UK Budget on 3 March 2021 included an announcement that the UK corporation tax rate
Unrecognised gains – will increase to 25% from 1 April 2023 for certain companies. This increase has not yet been
substantively enacted. Under IAS 12, deferred tax is required to be calculated using rates that
Fair Value Hierarchy have been substantively enacted at the balance sheet date. Consequently, the deferred tax asset
For information on Company balances which are categorised at the same level as for Group, see and liability have been calculated based on a rate of 19%. Had the deferred tax been calculated at
Note 20. In addition, Investment property held in the Company of £2.8 million (2020: £3.0 million) 25%, the deferred tax asset would increase by £1.1m.
is categorised as Level 3 within the fair value hierarchy.
C16. CAPITAL
C13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR Issued Ordinary Share Capital for both the Company and Group is disclosed in Note 24 of the
Group financial statements.
2021 2020
£m £m C17. DIVIDENDS
Trade creditors 199.2 162.5 After the reporting date the dividend proposed by both Company and Group Directors is
Other creditors and accrued expenses 195.9 164.9 disclosed in Note 26 of the Group financial statements.
Other tax and social security costs 9.1 8.5
Amounts payable to other Group companies 31.8 34.9 C18. COMMITMENTS
436.0 370.8 As at 30 January 2021, the Company had entered into contracts to purchase property, plant and
equipment as follows:
C14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR 2021 2020
£m £m
2021 2020 Contracted 8.0 7.4
£m £m
Other creditors and accrued expenses 8.0 5.6 C19. RELATED PARTY TRANSACTIONS AND BALANCES
During the period, the Company entered into the following transactions with Pentland Group
Limited:
Income from Expenditure with Income from Expenditure with
related parties related parties related parties related parties
2021 2021 2020 2020
£m £m £m £m
322 323
NOTES TO THE COMPANY FINANCIAL STATEMENTS NOTES TO THE COMPANY FINANCIAL STATEMENTS
C19. RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED) C20. CONTINGENT LIABILITIES C21. ULTIMATE PARENT COMPANY
At the end of the period, the Company had the following balances outstanding with Pentland Where the Company enters into contracts The immediate parent undertaking is Pentland
Group Limited: to guarantee the indebtedness of other Group Limited (formerly known as ‘Pentland
companies within its Group, the Company Group Plc’), a company registered in England
Amounts owed by Amounts owed to Amounts owed by Amounts owed to
related parties related parties related parties related parties treats the guarantee contract as a contingent and Wales. R S Rubin and his close family
2021 2021 2020 2020 liability until such time as it becomes probable are considered the ultimate controlling party
£m £m £m £m that the Company will be required to make a by virtue of their control of Pentland Group
Trade payables – (0.1) – (0.1) payment under the guarantee. Limited (a company registered in Jersey).
The Company has provided the following Consolidated financial statements will be
guarantees: prepared by Pentland Group Limited (a
company registered in England and Wales),
TRANSACTIONS WITH RELATED PARTIES WHO ARE MEMBERS OF THE GROUP •G
uarantee on the working capital facilities which is the parent undertaking of the
Subsidiaries and bonds and guarantees in Spodis SA of smallest and largest group of undertakings
In the disclosure below the Company has applied the exemptions available under FRS 101 in €6.6 million (2020: €6.6 million). to consolidate these financial statements
respect of transactions with wholly owned subsidiaries.
•G
uarantee on the working capital facilities for the year ended 31 December 2020. The
Loans represent historic intercompany balances and initial investment in subsidiary undertakings Kukri Sports Limited and Kukri GB Limited of consolidated financial statements of Pentland
to enable them to purchase other businesses. For subsidiaries with a non-controlling interest, £1.0 million (2020: £1.0 million). Group Limited can be obtained from the
these long term loans attract interest at the UK base rate plus an applicable margin. company’s registered office at 8 Manchester
•G
uarantee to Kiddicare Properties Limited in
Other intercompany balances and trade receivables / payables relates to: Square, London, W1U 3PH, England.
relation to the rental commitments on four
•T
he sale and purchase of stock between the Company and its subsidiaries on arm’s length stores assigned to Blacks Outdoor Retail The Consolidated Financial Statements of JD
terms; and Limited. The total value of the remaining Sports Fashion Plc are available to the public
rental commitments at 30 January 2021 was and may be obtained from The Company
• Recharges for administrative overhead and distribution costs.
£1.3 million (2020: £2.9 million). Secretary, JD Sports Fashion Plc, Hollinsbrook
Other intercompany balances are settled a month in arrears. These balances do not accrue Way, Pilsworth, Bury, BL9 8RR or online at
•G
uarantee on loan facility with HSBC in JD
interest. In certain circumstances where the subsidiaries have not repaid these balances, they www.jdplc.com.
Australia of AUD1.1 million (2020: AUD1.1
have been reclassified to long term loans, and therefore accrue interest as applicable.
million).
During the period, the Company entered into the following transactions with subsidiaries not C22. POST BALANCE SHEET EVENTS
•G
uarantee on overdraft facility with Lloyds
wholly owned: Please refer to Note 31 in the Group accounts
for Tiso Limited of £5.7 million (2020: £5.7
Income from Expenditure with Income from Expenditure with for disclosure of the post balance sheet events
related parties related parties related parties related parties million).
impacting JD Sports Fashion Plc.
2021 2021 2020 2020
£m £m £m £m
At the end of the period, the Company had the following balances outstanding with subsidiaries
not wholly owned:
Amounts owed by Amounts owed to Amounts owed by Amounts owed to
related parties related parties related parties related parties
2021 2021 2020 2020
£m £m £m £m
324 325
FINANCIAL CALENDAR SHAREHOLDER INFORMATION
Financial Statements Published 27 May 2021 REGISTERED OFFICE FINANCIAL ADVISERS AND STOCKBROKERS
Annual General Meeting 01 July 2021
JD SPORTS FASHION PLC PEEL HUNT LLP INVESTEC BANK PLC
Interim Results Announced 14 September 2021
Hollinsbrook Way 7th Floor, 100 30 Gresham Street
Period End (52 Weeks) 29 January 2022
Pilsworth Liverpool Street London
Final Results Announced 12 April 2022
Bury London EC2V 7QP
Lancashire EC2M 2AT
BL9 8RR
REGISTRARS AUDITOR
EQUINITI LIMITED KPMG LLP
Aspect House 1 St. Peter’s Square
Spencer Road Manchester
Lancing M2 3AE
West Sussex
BN99 6DA
326 327
FIVE YEAR RECORD (UNAUDITED) ALTERNATIVE PERFORMANCE MEASURES (TERMS LISTED IN ALPHABETICAL ORDER)
328 329
ALTERNATIVE PERFORMANCE MEASURES (TERMS LISTED IN ALPHABETICAL ORDER) ALTERNATIVE PERFORMANCE MEASURES (TERMS LISTED IN ALPHABETICAL ORDER)
330 331
JD
PLC
.COM
CBP006948