TIDMTSCO

RNS Number : 6237N

Tesco PLC

10 May 2018

10 May 2018

Tesco PLC

Annual Report and Financial Statements and Notice of Annual General Meeting 2018

Further to the release of its preliminary results announcement on 11 April 2018, Tesco PLC (the "Company") announces that it has today published its Annual Report and Financial Statements 2018. In addition, the Company announces that its Notice of Annual General Meeting 2018 has been sent to shareholders. The 2018 Annual General Meeting will be held at ExCeL London, One Western Gateway, Royal Victoria Dock, London E16 1XL at 2.00 p.m. on Friday 15 June 2018.

The Company's Annual Report and Financial Statements 2018, Strategic Report 2018 and Notice of Annual General Meeting 2018 can be viewed on the Company's website at www.tescoplc.com.

In accordance with Listing Rule 9.6.1R, copies of the following documents have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM:

   --     Annual Report and Financial Statements 2018; 
   --     Strategic Report 2018; 
   --     Notice of Annual General Meeting 2018; and 
   --     Proxy Form for the 2018 Annual General Meeting. 

The Company's preliminary consolidated financial information and information on important events that have occurred during the year, and their impact on the financial statements were included in the Company's preliminary results announcement on 11 April 2018. That information, together with the information set out below, which is extracted from the Annual Report and Financial Statements 2018, constitute regulated information, which is to be communicated to the media in full unedited text through a Regulatory Information Service in accordance with the FCA's Disclosure Guidance and Transparency Rules ("DTR"), Rule 6.3.5R. This announcement is not a substitute for reading the full Annual Report and Financial Statements 2018. Page and note references in the text below refer to page numbers and note references in the Annual Report and Financial Statements 2018. To view the preliminary results announcement, visit the Company's website: www.tescoplc.com.

   Enquiries:                   Robert Welch 

Company Secretary

Tesco PLC

Tesco House

Shire Park

Kestrel Way

Welwyn Garden City

Hertfordshire

AL7 1GA

Tel: 07793 222569

LEI Number: 2138002P5RNKC5W2JZ46

Principal risks and uncertainties

We have an established risk management process to identify, assess and monitor the principal risks that we face as a business. We have performed a robust review of those risks that we believe could seriously affect the Group's performance, future prospects, reputation or its ability to deliver against its priorities. This review included an assessment of those risks that we believe would threaten the Group's business model, future performance, solvency or liquidity.

Following the review of the principal risks and our strategic drivers we have included two additional shorter-term risks. These relate to the ongoing uncertainty and approach to Brexit, and the timely synergy realisation and integration of Booker into the wider Group, set out on pages 24 and 25. Additionally, we have reframed our product safety and supply chain risks, currently reflected at the business unit level to form a new principal risk responsible sourcing and supply chain, set out on page 24. This risk relates to the social and environmental challenges facing our business, our customers and our communities. Our approach is outlined in our Little Helps Plan on pages 16 to 21.

The risk management process relies on our assessment of the risk likelihood and impact and on the development and monitoring of appropriate internal controls. Our process for identifying and managing risk is set out in more detail on page 43.

We maintain risk registers for the principal risks faced by the Group and this is an important component of our governance framework and how we manage our business. As part of our risk management process, risks are reviewed as a top down and bottom up activity at the Group and the business unit level. The content of the risk registers are considered and discussed through regular meetings with senior management and reviewed by the Executive Committee. Each principal risk is reviewed at least annually by the Board.

The table below sets out our principal risks, their link to our strategic drivers, their movement during the year and a summary of key controls as well as any mitigating factors. The Board considers these to be the most significant risks faced by the Group that may impact the achievement of our six strategic drivers as set out on pages 8 and 9. They do not comprise all of the risks associated with our business and are not set out in priority order. Additional risks not presently known to management, or currently deemed to be less material, may also have an adverse effect on the business.

 
 Principal risk                    Risk movement                  Key controls and mitigating 
                                                                   factors 
--------------------------------  -----------------------------  -------------------------------- 
 Customer 
------------------------------------------------------------------------------------------------- 
 Failure to have a                 Ongoing fragmentation          We now have a more 
  coherent, connected               of our customer engagement     consistent approach 
  and engaging customer             channels exposes us            to building impactful 
  journey and in-store              to an increased risk           customer propositions, 
  experience will lead              of diluting our customer       offering high quality, 
  us to be less competitive         experience and ability         competitive value, 
  and lose market share.            to differentiate our           while improving the 
                                    brand.                         customer experience. 
  Strategic drivers:                                               Propositions are now 
  1. A differentiated                                              developed across channels 
  brand                             Risk increasing                and geographies to 
  2. Reduce operating                                              ensure consistency 
  costs by GBP1.5bn                                                in the engagement 
  3. Generate GBP9bn                                               with customers. Group-wide 
  cash from operations                                             customer insight management 
  4. Maximise the mix                                              is undertaken to understand 
  to achieve a 3.5%                                                customer behaviour, 
  - 4.0% margin                                                    expectations and experience, 
  6. Innovation                                                    and leverage more 
                                                                   consistently across 
                                                                   the different parts 
                                                                   of the business. 
 
                                                                   We monitor the effectiveness 
                                                                   of our processes by 
                                                                   regular tracking of 
                                                                   our business, and 
                                                                   those of our competitors, 
                                                                   against measures that 
                                                                   customers tell us 
                                                                   are important to their 
                                                                   shopping experience. 
                                                                   We have well established 
                                                                   product development 
                                                                   and quality management 
                                                                   processes, which keep 
                                                                   the needs of our customers 
                                                                   central to our decision 
                                                                   making. 
--------------------------------  -----------------------------  -------------------------------- 
 Transformation 
------------------------------------------------------------------------------------------------- 
 Failure to achieve                Achieving our transformation   We have multiple transformation 
  our transformation                goals continues to             programmes underway 
  objectives due to                 demand further effort          to simplify our business 
  poor prioritisation,              and investment, especially     with clear market 
  ineffective change                with regard to technology      strategies and business 
  management and a failure          changes, as both internal      plans in place. Our 
  to understand and                 and external expectations      service model processes 
  deliver the technology            have increased.                provide a framework 
  required, resulting                                              for implementing change. 
  in an inability to                                               We have appropriate 
  progress sufficiently             Risk increasing                executive level oversight 
  quickly to maintain                                              for all the transformation 
  or increase operating                                            activities. 
  margin and generate 
  sufficient cash to                                               Transformation programmes 
  meet business objectives.                                        are supported by experienced 
                                                                   resources from within 
                                                                   the business and externally 
  Strategic drivers:                                               as required. 
  2. Reduce operating 
  costs by GBP1.5bn 
  3. Generate GBP9bn 
  cash from operations 
  4. Maximise the mix 
  to achieve a 3.5% 
  - 4.0% margin 
  6. Innovation 
--------------------------------  -----------------------------  -------------------------------- 
 Liquidity 
------------------------------------------------------------------------------------------------- 
 Failure of our business           We have a disciplined          We maintain an infrastructure 
  performance to deliver            and policy-based approach      of systems, policies 
  cash as expected;                 to treasury management.        and reports to ensure 
  access to funding                 We have reduced our            discipline and oversight 
  markets or facilities             debt levels and have           on liquidity matters, 
  is restricted; failures           improving debt metrics.        including specific 
  in operational liquidity          Liquidity levels and           treasury and debt-related 
  and currency risk                 sources of cash are            issues. Our treasury 
  management; Tesco                 regularly reviewed             policies are communicated 
  Bank cash call; or                and the Group maintains        across the Group and 
  adverse changes to                access to committed            are regularly reviewed 
  the pension deficit               credit facilities.             by the Board, Executive 
  funding requirement,                                             Committee and management. 
  create calls on cash 
  higher than anticipated,          Risk decreasing                The Group's funding 
  leading to impacts                                               strategy is approved 
  on financial performance,                                        annually by the Board 
  cash liquidity or                                                and includes maintaining 
  the ability to continue                                          appropriate levels 
  to fund operations.                                              of working capital, 
                                                                   undrawn committed 
  Strategic drivers:                                               facilities and access 
  2. Reduce operating                                              to the capital markets. 
  costs by GBP1.5bn                                                The Audit Committee 
  3. Generate GBP9bn                                               reviews and approves 
  cash from operations                                             annually the viability 
  4. Maximise the mix                                              and going concern 
  to achieve a 3.5%                                                statements and reports 
  - 4.0% margin                                                    into the Board. 
  5. Maximise value 
  from property                                                    There is a long-term 
                                                                   funding framework 
                                                                   in place for the pension 
                                                                   deficit and there 
                                                                   is ongoing communication 
                                                                   and engagement with 
                                                                   the Pension Trustees. 
 
                                                                   While recognising 
                                                                   that Tesco Bank is 
                                                                   financially separate 
                                                                   from Tesco PLC, there 
                                                                   is ongoing monitoring 
                                                                   of the activities 
                                                                   of Tesco Bank that 
                                                                   could give rise to 
                                                                   risks to Tesco PLC. 
--------------------------------  -----------------------------  -------------------------------- 
 Competition and markets 
------------------------------------------------------------------------------------------------- 
 Failure to deliver                We continue to face            Our Board actively 
  an effective, coherent            the ongoing challenge          develops and regularly 
  and consistent strategy           of a changing competitive      challenges the strategic 
  to respond to our                 landscape and price            direction of our business 
  competitors and changes           pressure across most           and we actively seek 
  in macroeconomic conditions       of our markets.                to be competitive 
  in the operating environment,                                    on price, range and 
  resulting in a loss                                              service, as well as 
  of market share and               No risk movement               developing our online 
  failure to improve                                               and multiple formats 
  profitability.                                                   to allow us to compete 
                                                                   in different markets. 
  Strategic drivers: 
  1. A differentiated                                              Our Executive Committee 
  brand                                                            and operational management 
  2. Reduce operating                                              regularly review markets, 
  costs by GBP1.5bn                                                trading opportunities, 
  6. Innovation                                                    competitor strategy 
                                                                   and activity and, 
                                                                   additionally, we engage 
                                                                   in market scanning 
                                                                   and competitor analysis 
                                                                   to refine our customer 
                                                                   proposition. 
--------------------------------  -----------------------------  -------------------------------- 
 Brand, reputation and trust 
------------------------------------------------------------------------------------------------- 
 Failure to create                 A broad range of factors       We continue to develop 
  brand reappraisal                 impact our brand,              communication and 
  opportunities to improve          reputation and trust           engagement programmes 
  quality, value and                in the year and, on            to listen to our customers 
  service perceptions               balance, the level             and stakeholders and 
  thus failing to rebuild           of risk remains unchanged.     reflect their needs 
  trust in our brand.                                              in our plans. This 
                                                                   includes the supplier 
  Strategic driver:                 No risk movement               viewpoint programme 
  1. A differentiated                                              and the integration 
  brand                                                            of local community 
                                                                   and local marketing 
                                                                   programmes. We continue 
                                                                   to maximise the value 
                                                                   and impact of our 
                                                                   brand with the advice 
                                                                   of specialist external 
                                                                   agencies and in-house 
                                                                   marketing expertise. 
                                                                   Maintaining a differentiated 
                                                                   brand is one of our 
                                                                   strategic priorities 
                                                                   and our Group processes, 
                                                                   policies and our Code 
                                                                   of Business Conduct 
                                                                   sets out how we can 
                                                                   make the right decisions 
                                                                   for our customers, 
                                                                   colleagues, suppliers, 
                                                                   communities and investors. 
                                                                   Our Corporate Responsibility 
                                                                   Committee is in place 
                                                                   to oversee all corporate 
                                                                   responsibility activities 
                                                                   and initiatives ensuring 
                                                                   alignment with customer 
                                                                   priorities and our 
                                                                   brand. Further details 
                                                                   can be found on page 
                                                                   39. 
--------------------------------  -----------------------------  -------------------------------- 
 Technology 
------------------------------------------------------------------------------------------------- 
 Failure of our IT                 Our technology landscape       We continue to assess 
  infrastructure or                 continues to require           our technology resilience 
  key IT systems result             further investment             capabilities and have 
  in loss of information,           as external threats            identified opportunities 
  inability to operate              increase and the challenges    to make significant 
  effectively, financial            around securing the            enhancements. We are 
  or regulatory penalties           right capability to            progressing greater 
  and negatively impacts            deliver change continues.      adoption of cloud 
  our reputation. Failure                                          computing technologies 
  to build resilience                                              to provide further 
  capabilities at the               Risk increasing                resilience. 
  time of investing 
  in and implementing                                              We have combined governance 
  new technology.                                                  processes covering 
                                                                   both technology disaster 
  Strategic drivers:                                               recovery and business 
  1. A differentiated                                              continuity to ensure 
  brand                                                            alignment. 
  6. Innovation 
                                                                   Our technology security 
                                                                   programme is designed 
                                                                   to continuously strengthen 
                                                                   our infrastructure 
                                                                   and Information Technology 
                                                                   General Controls. 
--------------------------------  -----------------------------  -------------------------------- 
 Data security and data privacy 
------------------------------------------------------------------------------------------------- 
 Failure to comply                 We continue to enhance         Our multi-year data 
  with legal or regulatory          our data security              security programme 
  requirements relating             to keep pace with              has been driving the 
  to data security or               increasing threats             enhancement of our 
  data privacy in the               on a global scale.             security capabilities. 
  course of our business            As a retail organisation       We continue to work 
  activities, results               we hold a large amount         towards meeting regulatory 
  in reputational damage,           of data and are working        requirements and regularly 
  fines or other adverse            to ensure we comply            report the status 
  consequences, including           with the General Data          of the security programme 
  criminal penalties                Protection Regulations.        to governance and 
  and consequential                                                oversight committees. 
  litigation, adverse 
  impact on our financial           No risk movement               We have established 
  results or unfavourable                                          a team to detect, 
  effects on our ability                                           report and respond 
  to do business.                                                  to security incidents 
                                                                   in a timely fashion. 
  Strategic drivers:                                               We have a third-party 
  1. A differentiated                                              supplier assurance 
  brand                                                            programme focusing 
  6. Innovation                                                    on data security and 
                                                                   privacy risks. 
 
                                                                   We are making significant 
                                                                   investment across 
                                                                   the Group to ensure 
                                                                   we comply with the 
                                                                   requirements of the 
                                                                   General Data Protection 
                                                                   Regulation (GDPR) 
                                                                   in Europe, and any 
                                                                   other relevant legislation 
                                                                   globally. We put our 
                                                                   customers and our 
                                                                   colleagues at the 
                                                                   heart of all decisions 
                                                                   we make in relation 
                                                                   to the processing 
                                                                   of personal data. 
 
                                                                   Our privacy compliance 
                                                                   programme, driven 
                                                                   by the Group Privacy 
                                                                   Officer continues 
                                                                   to drive compliance 
                                                                   throughout our global 
                                                                   business. 
--------------------------------  -----------------------------  -------------------------------- 
 Political, regulatory and compliance 
------------------------------------------------------------------------------------------------- 
 Failure to comply                 We continue to monitor         Wherever we operate, 
  with legal and other              and improve our controls       we aim to ensure that 
  requirements as the               to ensure we comply            the impact of political 
  regulatory environment            with legal and regulatory      and regulatory changes 
  becomes more restrictive,         requirements across            is incorporated in 
  due to changes in                 the Group. Given the           our strategic planning. 
  the global political              ongoing uncertainty            We manage regulatory 
  landscape, results                around Brexit, we              risks through the 
  in fines, criminal                have separated this            use of our risk management 
  penalties for Tesco               out as an independent          framework and we have 
  or colleagues, consequential      risk for the current           implemented compliance 
  litigation and an                 year.                          programmes to manage 
  adverse impact on                                                our most important 
  our reputation, financial                                        risks (e.g. bribery 
  results, and/or our               No risk movement               and competition law). 
  ability to do business. 
                                                                   Our compliance programmes 
  Long-term changes                                                ensure that sustainable 
  in the global political                                          controls are implemented 
  environment mean that                                            to mitigate the risk 
  in some markets there                                            and we conduct assurance 
  is a push towards                                                activities for each 
  greater regulation                                               risk area. 
  of foreign investors 
  and a favouring of                                               Our Code of Business 
  local companies.                                                 Conduct is supported 
                                                                   by new starter and 
  Strategic driver:                                                annual compliance 
  1. A differentiated                                              training and other 
  brand                                                            tools such as our 
                                                                   whistleblowing hotline. 
 
                                                                   The engagement of 
                                                                   leadership and senior 
                                                                   management is critical 
                                                                   in the successful 
                                                                   management of this 
                                                                   risk area and leaders 
                                                                   provide clear tone 
                                                                   from the top for colleagues. 
--------------------------------  -----------------------------  -------------------------------- 
 Healthy and safety 
------------------------------------------------------------------------------------------------- 
 Failure to meet safety            We continue to focus           We have a business-wide, 
  standards in relation             our efforts on controls        risk-based safety 
  to workplace, resulting           which ensure colleague         framework which defines 
  in death or injury                and customer safety.           how we implement safety 
  to our colleagues                                                controls to ensure 
  or third parties.                                                that colleagues, contractors 
                                    No risk movement               and customers have 
  Strategic driver:                                                a safe place to work 
  1. A differentiated                                              and shop. 
  brand 
                                                                   Each business is required 
                                                                   to maintain a Safety 
                                                                   Improvement Plan to 
                                                                   document and track 
                                                                   enhancements. Overall 
                                                                   governance is provided 
                                                                   by the Group Risk 
                                                                   and Compliance Committee, 
                                                                   with each business 
                                                                   unit operating their 
                                                                   own Health and Safety 
                                                                   Committee. 
 
                                                                   Our annual colleague 
                                                                   survey programme allows 
                                                                   us to measure safety 
                                                                   behaviour improvements 
                                                                   Group-wide. The survey 
                                                                   results alongside 
                                                                   other inputs through 
                                                                   the year, informs 
                                                                   the delivery of safety 
                                                                   initiatives and targeted 
                                                                   communications. 
--------------------------------  -----------------------------  -------------------------------- 
 People 
------------------------------------------------------------------------------------------------- 
 Failure to attract                We continue to operate         We seek to understand 
  and retain the required           in a fast changing             and respond to colleagues' 
  capability and continue           and complex legislative        needs by listening 
  to evolve our culture             environment. Market            to their feedback 
  could impact delivery             competitiveness and            from open conversations, 
  of our purpose and                volatility affects             social media, colleague 
  strategic drivers.                our ability to attract         surveys and performance 
                                    and retain key specialist      reviews. 
  Strategic drivers:                talent thereby increasing 
  1. A differentiated               this risk.                     Talent planning and 
  brand                                                            people development 
  6. Innovation                                                    processes are well 
                                    Risk increasing                established across 
                                                                   the Group. Talent 
                                                                   and succession planning 
                                                                   is discussed annually 
                                                                   by the Board and three 
                                                                   times a year at the 
                                                                   Executive Committee 
                                                                   and Nominations and 
                                                                   Governance Committee. 
                                                                   The Remuneration Committee 
                                                                   agrees objectives 
                                                                   and remuneration arrangements 
                                                                   for senior management, 
                                                                   and the current remuneration 
                                                                   policy is due for 
                                                                   review at this year's 
                                                                   Annual General Meeting. 
 
                                                                   There is a change 
                                                                   programme in place, 
                                                                   supported by Executive 
                                                                   Committee and Audit 
                                                                   Committee governance, 
                                                                   to deliver technology 
                                                                   and processes that 
                                                                   are simple, helpful 
                                                                   and trusted to all 
                                                                   our markets. 
--------------------------------  -----------------------------  -------------------------------- 
 Responsible sourcing and supply chain 
------------------------------------------------------------------------------------------------- 
 Failure to meet product           New principal risk             We have product standards, 
  safety standards resulting                                       policies and guidance 
  in death, injury or                                              covering both food 
  illness to customers.                                            and non-food, as well 
  Failure to ensure                                                as goods and services 
  that products are                                                not for resale, ensuring 
  sourced responsibly                                              that products are 
  and sustainably across                                           safe, legal and of 
  the supply chain (including                                      the required quality, 
  fair pay for workers,                                            and that the human 
  adhering to human                                                rights of workers 
  rights, clean and                                                are respected and 
  safe working environments                                        environmental impacts 
  and that all social                                              are managed responsibly. 
  and environmental                                                Refer to pages 16 
  standards are met),                                              to 21 for specific 
  leading to breaches                                              actions highlighted 
  of regulations, illness,                                         under our Little Helps 
  injury or death to                                               Plan. 
  workers and communities. 
                                                                   Supplier audit programmes 
  Strategic drivers:                                               are in place to monitor 
  1. A differentiated                                              product safety, traceability 
  brand                                                            and integrity, human 
  6. Innovation                                                    rights and environmental 
                                                                   standards, including 
                                                                   unannounced specification 
                                                                   inspections of suppliers 
                                                                   and facilities. 
 
                                                                   We run colleague training 
                                                                   programmes on food 
                                                                   and product safety, 
                                                                   responsible sourcing, 
                                                                   hygiene controls and 
                                                                   provide support for 
                                                                   stores. We also provide 
                                                                   targeted training 
                                                                   for colleagues and 
                                                                   suppliers dealing 
                                                                   with specific challenges 
                                                                   such as modern slavery. 
                                                                   Our store audit programme 
                                                                   seeks to ensure we 
                                                                   comply with safety 
                                                                   and legal requirements. 
--------------------------------  -----------------------------  -------------------------------- 
 Booker synergy realisation and integration 
------------------------------------------------------------------------------------------------- 
 Failure to successfully           New principal risk             A detailed synergy 
  integrate Booker is                                              realisation and integration 
  dependent upon a number                                          plan is being implemented 
  of factors, leading                                              with period-end reporting 
  to a risk to our planned                                         and tracking of targeted 
  synergy commitments                                              benefits and key performance 
  and value creation.                                              indicators. 
 
  Strategic drivers:                                               For further information 
  1. A differentiated                                              on the Tesco and Booker 
  brand                                                            merger see page 7. 
  2. Reduce operating 
  costs by GBP1.5bn 
  3. Generate GBP9bn 
  cash from operations 
  4. Maximise the mix 
  to achieve a 3.5% 
  - 4.0% margin 
  5. Maximise value 
  from property 
  6. Innovation 
--------------------------------  -----------------------------  -------------------------------- 
 Brexit 
------------------------------------------------------------------------------------------------- 
 Failure to prepare                New principal risk             The nature of the 
  for the UK's departure                                           UK's future trading 
  from the EU causes                                               relationship with 
  disruption to and                                                the EU is still to 
  creates uncertainty                                              be determined. We 
  around our business                                              continue to contribute 
  including: our ability                                           to important public 
  to recruit; as well                                              policy discussions 
  as impacting our relationships                                   and engage with government, 
  with existing and                                                regulatory bodies 
  future customers,                                                and industry. 
  suppliers and colleagues. 
  These disruptions                                                As further details 
  and uncertainties                                                of the terms of our 
  could have an adverse                                            departure from the 
  effect on our business,                                          EU emerge, we will 
  financial results                                                continue to assess 
  and operations.                                                  and monitor the potential 
                                                                   risks and impacts 
  Strategic driver:                                                of these on Tesco 
  1. A differentiated                                              customers, colleagues 
  brand                                                            and shareholders and 
                                                                   take appropriate measures. 
--------------------------------  -----------------------------  -------------------------------- 
 Tesco Bank 
------------------------------------------------------------------------------------------------- 
 Tesco Bank is exposed             The Bank continues             The Bank has a defined 
  to a number of risks,             to actively manage             risk appetite, which 
  the most significant              the risks to which             is approved and reviewed 
  of which are operational          it is exposed.                 regularly by both 
  risk, regulatory risk,                                           the Bank's Board and 
  credit risk, capital              No risk movement               the Tesco PLC Board. 
  risk, funding and                                                The risk appetite 
  liquidity risk, market                                           defines the type and 
  risk and business                                                amount of risk that 
  risk.                                                            the Group is prepared 
                                                                   to accept to achieve 
  Strategic driver:                                                its objectives and 
  1. A differentiated                                              forms a key link between 
  brand                                                            the day-to-day risk 
                                                                   management of the 
                                                                   business and its strategic 
                                                                   priorities, long-term 
                                                                   plan, capital planning 
                                                                   and liquidity management. 
                                                                   Adherence to risk 
                                                                   appetite is monitored 
                                                                   through a series of 
                                                                   ratios and limits. 
 
                                                                   The Bank operates 
                                                                   a risk management 
                                                                   framework that is 
                                                                   underpinned by governance, 
                                                                   policies, processes 
                                                                   and controls, reporting, 
                                                                   assurance and stress 
                                                                   testing. 
 
                                                                   There is Bank Board 
                                                                   risk reporting throughout 
                                                                   the year, with updates 
                                                                   to the Tesco PLC Audit 
                                                                   Committee by the Bank's 
                                                                   Chief Financial Officer, 
                                                                   Chief Risk Officer 
                                                                   and Audit Committee 
                                                                   Chairman. A member 
                                                                   of the Tesco PLC Board 
                                                                   is also a member of 
                                                                   the Bank's Board. 
--------------------------------  -----------------------------  -------------------------------- 
 

Indicates that the principal risk has been included as part of the longer term viability scenarios.

Related Party Transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the Group and its joint ventures and associates are disclosed below:

Transactions

 
                                    Joint ventures     Associates 
                                  -----------------  -------------- 
                                      2018     2017    2018    2017 
                                      GBPm     GBPm    GBPm    GBPm 
--------------------------------  --------  -------  ------  ------ 
 Sales to related parties              474      418       -       - 
--------------------------------  --------  -------  ------  ------ 
 Purchases from related parties        396      416      18      16 
--------------------------------  --------  -------  ------  ------ 
 Dividends received                     15       17      11      11 
--------------------------------  --------  -------  ------  ------ 
 Injection of equity funding            21        -       -       - 
--------------------------------  --------  -------  ------  ------ 
 

Sales to related parties consists of services/management fees and loan interest.

Purchases from related parties include GBP275m (2017: GBP286m) of rentals payable to the Group's joint ventures (including those joint ventures formed as part of the sale and leaseback programme).

Transactions between the Group and the Group's pension plans are disclosed in Note 27.

Balances

 
                                      Joint ventures         Associates 
                                    -----------------  --------------------- 
                                        2018     2017           2018    2017 
                                        GBPm     GBPm           GBPm    GBPm 
----------------------------------  --------  -------  -------------  ------ 
 Amounts owed to related parties          20       17              -       - 
----------------------------------  --------  -------  -------------  ------ 
 Amounts owed by related parties          27       16              -       - 
----------------------------------  --------  -------  -------------  ------ 
 Loans to related parties (net 
  of deferred profits)*                  138      137              -       - 
----------------------------------  --------  -------  -------------  ------ 
 Loans from related parties (Note 
  21)                                      6        6              -       - 
----------------------------------  --------  -------  -------------  ------ 
 

* Loans to related parties of GBP138m (2017: GBP137m) are presented net of deferred profits of GBP54m (2017: GBP54m) historically arising from the sale of property assets to joint ventures.

A number of the Group's subsidiaries are members of one or more partnerships to whom the provisions of the Partnerships (Accounts) Regulations 2008 (Regulations) apply. The financial statements for those partnerships have been consolidated into these financial accounts pursuant to Regulation 7 of the Regulations.

Transactions with key management personnel

Members of the Board of Directors and Executive Committee of Tesco PLC are deemed to be key management personnel.

Key management personnel compensation for the financial year was as follows:

 
                                                     2018    2017 
                                                     GBPm    GBPm 
-------------------------------------------------  ------  ------ 
 Salaries and short-term benefits                      17      13 
-------------------------------------------------  ------  ------ 
 Pensions and cash in lieu of pensions                  2       2 
-------------------------------------------------  ------  ------ 
 Share-based payments                                  19      17 
-------------------------------------------------  ------  ------ 
 Joining costs and loss of office costs                 4       1 
-------------------------------------------------  ------  ------ 
                                                       42      33 
-------------------------------------------------  ------  ------ 
 Attributable to: 
-------------------------------------------------  ------  ------ 
 The Board of Directors (including Non-executive 
  Directors)                                           12      12 
-------------------------------------------------  ------  ------ 
 Executive Committee (members not on the 
  Board of Directors)                                  30      21 
-------------------------------------------------  ------  ------ 
                                                       42      33 
-------------------------------------------------  ------  ------ 
 

Of the key management personnel who had transactions with Tesco Bank during the financial year, the following are the balances at the financial year end:

 
                        Credit card, mortgage               Current and saving 
                      and personal loan balances             deposit accounts 
                  --------------------------------  --------------------------------- 
                   Number of key management   GBPm   Number of key management    GBPm 
                    personnel                         personnel 
----------------  -------------------------  -----  -------------------------  ------ 
 At 24 February 
  2018                                    7      1                          5       - 
----------------  -------------------------  -----  -------------------------  ------ 
 At 25 February 
  2017                                    6      1                          4       - 
----------------  -------------------------  -----  -------------------------  ------ 
 

Statement of Directors' responsibilities

In compliance with DTR 4.1.12R, the Annual Report and Financial Statements 2018 contains a Directors' responsibility statement. This is reproduced below, in line with DTR 6.3.5R. The statement relates to and is extracted from the Annual Report and Financial Statements 2018 and does not attach to the extracted information presented in this announcement or the preliminary results announcement released on 11 April 2018.

The Directors are required by the Companies Act 2006 to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the Group and the Company as at the end of the financial year, and of the profit or loss of the Group for the financial year. Under that law, the Directors are required to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and have elected to prepare the Parent Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 101 'Reduced Disclosure Framework' (UK Accounting Standards and applicable law).

In preparing these financial statements, the Directors are required to:

   --        select suitable accounting policies and then apply them consistently; 
   --        make judgements and accounting estimates that are reasonable and prudent; 

-- state whether IFRSs as adopted by the EU and applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Group and Parent Company financial statements respectively;

-- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

-- provide additional disclosures when compliance with the specific requirements in IFRS are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

-- prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Group and the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company, and which enable them to ensure that the financial statements and the Directors' remuneration report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They also have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and the Company, and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Directors consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's and the Company's performance, business model and priorities. Each of the Directors, whose names and functions are set out on pages 28 and 29 confirm that, to the best of their knowledge:

-- the financial statements, which have been prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the undertakings included in the consolidation taken as a whole; and

-- the Strategic report contained within this document includes a fair review of the development and performance of the business and the position of the Group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that the Group faces.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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(END) Dow Jones Newswires

May 10, 2018 02:01 ET (06:01 GMT)

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