1 Cost to sales ratio is the total of Selling costs and Administrative
expenses as a proportion of Revenue.
DIFM LFL sales growth (%)
26.1
14.2
6.5
18.8
2019202020222021
Sales density (£ per square foot)
247
238
194
202
2019202020222021
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Wickes Group Plc Annual Report and Accounts 202261
Profit before tax
Profit before tax in full year 2022 was £40.3m,
compared with £65.4m in the prior year. The decline
reflects the reduction in adjusted profit before tax
and higher adjusting items.
Tax
Tax for the period is charged on profit before tax,
based on the forecast effective tax rate for the full
financial year. The underlying effective tax rate
(before adjusting items) for the 52 weeks ended
31 December 2022 is 20.1% (53 weeks ending
1 January 2022 19.4%). In FY2021 the underlying
effective tax rate was lower primarily reflecting a
significant deferred tax credit (£6.7m) arising from
changes to the UK corporation tax effective from
1 April 2023 from 19% to 25%.
Tax on adjusting items in full year 2022 was £6.8m
(FY 2021 £9.9m).
Capital expenditure
Capital expenditure in FY2022 totalled £40.4m,
slightly below our expectations at the start of the
year but ahead of the £26.5m in 2021.
The main components were £24.7m investment in
the store estate (2021 £13.0m), of which refits were
£16.2m, the new store in Bolton £1.4m and other
store capex across the estate of £7.1m. Separately,
there was a £6.1m investment in one freehold at
Braintree. There was £9.3m investment in our
digital IT capability (2021 £6.1m), as we continue to
develop our multi-channel offer.
We expect FY2023 capital expenditure once again
to be £40-45m. Although we are not expecting to
acquire further freeholds in FY2023, IT capital
expenditure will step up further during the year as
we continue to enhance our customer experience
and operating systems.
Cash / net debt
Net cash as at 31 December 2022 was £99.5m,
down from £123.4m in the prior year. Operating
profit was broadly equal to the capex investment,
working capital movement and dividend outflows,
and the net movement in cash overall was therefore
driven by the £24.4m of IT separation costs. As
expected, net cash has also moderated from the
£166.5m reported at the half year stage, as the
latter is a seasonally high figure benefitting from
thesell through of seasonal stock, the build up
ofdeferred income from the DIFM Winter Sale,
andis also struck before payment of the second
half dividend.
The inventory position of £201.6m compared with
£188.2m in the prior year. The increase resulted
from the impact of product inflation, which more
than offset the reduction in stock volumes. Despite
lower Core sales and the stock rebuild at the end of
2021, which has seen an improvement in availability,
stock turn remained healthy at 4.4x.
IFRS 16 net debt reduced to £591.8m (FY2021
£618.7m), driven by a fall in lease liabilities to
£691.3m (FY2021 £742.1m) due to the low level of
lease renewals during the period, partly offset by
the lower cash balance.
On a last twelve month basis, IFRS 16 leverage was
2.90x compared with our target of being
consistently below 2.75x.
Dividend
The Board has declared a final dividend of 7.3p per
share, in line with prior guidance, which will be paid
on 7 June 2023 to shareholders on the register at
the close of business on 21 April 2023. This will
bring the full year dividend for FY2022 to 10.9p.The
proposed final dividend is subject to the approval of
shareholders at this year’s Annual General Meeting.
The shares will be quoted ex-dividend on 20 April
2023. Shareholders in the UK may elect to reinvest
their dividend in the Dividend Reinvestment Plan
(DRIP). The last date for receipt of DRIP elections and
revocations will be 16 May 2023.
Capital allocation policy
The company plans to announce a revised capital
allocation policy at the time of its Q2 trading update
in July.
Mark George
Chief Financial Officer
22 March 2023
Financial review continued
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Wickes Group Plc Annual Report and Accounts 202262
RISK MANAGEMENT OVERVIEW
Risk management overview
Background
At Wickes, we recognise that effective risk
management reinforces our short, medium
andlongterm success, safeguarding value and
enablingus to meet and exceed the expectations
ofour stakeholders.
In our second year since demerger, we have further
refined our riskmanagement approach to better
take into account the environment in which we
operate, as well as to further embed risk
management throughout our business operations
and decision making processes. Good awareness
of our current and emerging risks, together with a
sound understanding of our own strengths and
improvement areas, has continued to be a key
aspect of how we have operated our business
throughout 2022.
During the past 12 months, we have seen the
emergence of several new challenges, including the
war in Ukraine and inflationary pressures, together
with a return to normality after the significant
impact of the Covid-19pandemic.
Although Wickes does not have any operations
inUkraine or Russia and has minimal direct
supplychainexposure from the conflict, we have
nonetheless maintained a close eye over our
operations and supply chain arrangements to ensure,
if necessary, we are able to invoke continuity plans
tominimise any potential disruption.
Inflationary pressures have increased during 2022,
with the resulting effect being felt not only within
theUK, but globally. Contributing to the rising cost
of living, these economic forces have had a
significant effect on the markets we serve, with
fiscal projections indicating that the cost of living
crisis will continue deep into 2023. Although a
crystallising risk, the impact of this risk and the
mitigations that we can apply are likely to remain
akey focus of the Board andmanagement teams
going forwards.
Emerging risks
The Board’s processes for assessing risks that may
emerge in the medium tolong term continue to
operate efficiently. Where updates are required,
these updates have been reflected within Wickes’
risk profile and, where appropriate, form a key focus
forthe Board and management teams.
Structural changes to our markets first seen in
2020, driven by changes in working practices
because of the pandemic, have become
established, with levels of flexible working higher
than pre-pandemic levels. We continue to adapt our
service offering and evolve our strategy to meet the
needs of our customers, while continuing to create
long term value. Our approach of focusing on
innovation, our supply chain and our ability to scale
solutions that take advantage of emerging trends in
the home improvement sector has proved effective
and remains a core part of our strategy.
Although a risk driver rather than an emerging risk
inits own right, climate change and its influence on
our operations, and the world around us, continue to
evolve. As an ongoing focus, Wickes is working hard
to reduce its impact on the environment and,
through supporting customers to make greener
choices and decarbonise their homes, is supporting
the wider climate change agenda. Details on our
approach to supporting efforts to combat climate
change are provided on pages 40-50.
Over the last 12 months, we have seen the cost of
living increase in magnitude. Whilst largely driven by
macro-economic factors, through our intelligent
sourcing strategy we have sought to maintain the
value that we are able to deliver toourcustomers.
Risk appetite
A critical part of a well-functioning risk
management process includes defining the level of
risk an organisation is willing to bear in the pursuit
of itsobjectives. The Board has established the
Company’s risk appetite for each principal risk, and
regularly reviews the suitability of these levels
considering our operating environment. No changes
toorganisation’s risk appetite hasbeen made
during 2022.
Risks that fall outside of appetite levels form the
basis of deeper-dive reviews on a periodical basis.
These assessments seek to provide assurance that
mitigating activity is sufficiently focused to either
reduce the level of risk exposure to within appetite
inan appropriate timeframe or, where appetite has
been purposefully set low, ongoing mitigations are
inplace to manage the risk as far as practicable.
Risk evolution
To be considered truly effective, risk management
should enhance, support and enable the
achievement of strategy. Building and operating
aframework to dothis is challenging and requires
agood level of commitment and engagement from
risk owners andthe wider business. From the base
understanding of risks relating to our strategic
priorities, we have interlaced a more operational
viewof risk management. Combined, these two
perspectives support a more rounded and
effectivedecision making approach.
Strategic reportGovernanceFinancial statementsOther information
63Wickes Group Plc Annual Report and Accounts 2022
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RISK
MANAGEMENT
PROCESS
LINES OF
DEFENCE
BOARD OVERSIGHT
RISK MANAGEMENT PROCESS
EXECUTIVE BOARDAUDIT AND RISK COMMITTEEINTERNAL AUDIT
Represents all key functions
andteams of Wickes.
Maintains policies and
programmes, monitors risk
exposure, mitigation and internal
controls, and manages business
risk on a day-to-day basis
Reviews the design and
implementation of Wickes’
riskmanagement and internal
controlprogrammes
Supports the Board in monitoring
exposure against risk appetite
Supports Wickes to identify risks
and gaps in compliance, and
recommends mitigating actions
Facilitates the maintenance
ofthecorporate risk register
andmonitors progress in the
mitigationof each risk
Reviews and tests the
effectivenessof internal controls
and provides assurance
Identification,
assessment
and mitigation
of risk across
key functional
areas
Risk management framework
Our risk management framework is constructed
around a five-point model. Integrated across the
three lines of defence, our framework has been
designed to ensure that suitable oversight is applied
throughout the risk management cycle, while
ensuring that assurance is provided to those tasked
with oversight responsibility. Risk identification,
assessment, mitigation monitoring and reporting
processes takeplace from both a top down and a
bottom up perspective. This is to ensure that a
comprehensive and complete view of organisational
risk is captured, managed and monitored. Each of
the fivepoints in our risk framework is further
explainedacross the following pages.
The three lines of defence model was designed to provide a
blueprint of how effective governance, risk management and
internal control processes work together.
The first line of defence is responsible for operating systems of risk
management and control, the second line oversees the activities of
the first line, with the third line providing independent assurance that
the first and second lines are operating as intended. Together, the
three lines provide assurance to governance structures that risks
are being managed effectively.
Risk Governance
We have a formal risk management process, part
ofwhich assesses and prioritises the Company’s
principal risks (highlighted on page 66). The Board
has overall responsibility for risk management and
oversight of the system of internal controls. Risks
are reviewed by risk owners on an ongoing basis
and are assessed to identify and document
corresponding mitigating actions. Risk updates
form an integral part of periodic management
reviews and are reviewed by other members of
theCompany’s senior leadership team and the
Audit and Risk Committee. The Board sets the risk
appetite and monitors and reviews its application
and ongoing relevance.
Develops vision
and strategy
Defines organisational
Code of Business Ethics
Sets risk appetite
and tolerance
Monitors the nature
andextent of principal
risk exposure
RISK IDENTIFICATION
AND ASSESSMENT
RISK
MITIGATION
RISK MONITORING
AND REPORTING
CONTINUOUS
IMPROVEMENT
Identifies and owns
relevant risks assigning
responsibilities at
operational/
functional level
Ensures internal control
systems are embedded
across the business
Ensures mitigating actions
are monitored and
implemented. Escalates risk
identified at operational or
grass roots level to
Executive, Audit and Risk
Committee and the Board
Reviews the outputs of the
risk management process,
identifies improvements
and supports the further
embedding of effective risk
management processes
within the business
BOTTOM UP
TOP DOWN
Oversight,
identification.
assessment
and mitigation
of risk across
the Company
Risk management overview continued
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Wickes Group Plc Annual Report and Accounts 202264
Risk identification and assessment
Formal risk identification and re-evaluation
exercises are completed twice yearly with individual
members of the Executive Board, functional leads
and through the Executive Risk Committee. In
addition, regular touch points with the Executive
Board, both formally through the monthly Executive
Board meeting and as part ofregular liaison
activities, helpto ensure that our view and
assessment ofrisks remain current andaccurate.
Risk mitigation
As the primary means by which we can influence
theimpact and probability of our risks, review and
assessment of our mitigation strategies form a
crucial aspect of our risk management framework.
As an independent and objective assurance
provider, Internal Audit, through delivery of its
annual audit plan and regular reporting to the
Auditand Risk Committee, provides a thorough
assessment ofthedesign and operation of our
internal controlenvironment.
Where applicable, second line functions
(suchascompliance teams) continuously assess
theapplication of controls, providing assurance
thatappropriate mitigation is being maintained.
Risk reporting and monitoring
The Board, Audit and Risk Committee and
theExecutive Board remain the three principal
governance groups to which the corporate risk
register and principal risk view are regularly
reported to. The Audit and Risk Committee and
Executive Board regularly reviews risks outside
current risk appetite levels challenging
management on the extent and efficacyof
mitigating actions.
Risk continuous improvement
Regular risk assessment and reporting activities
enable a more refined assessment of risks to take
place. As past understanding is built upon, this
helps to create a better view of risk and a greater
level of self challenge towards recorded mitigations.
Through the risk management cycle, the quality of
risk management improves.
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Wickes Group Plc Annual Report and Accounts 202265
To facilitate effective risk management, our principal
risks have been further subdivided to provide a level
ofmeaningful granularity, where individual risks and
their causes and consequences can be identified and
managed. These risks are reflected in the Corporate
Risk Register. A view of our principal risks provides
avaluable insight into our risk environment. We have
identified eight principal risks, which remain from the
prior year. In alphabetical order, theseprincipal risk
themes are:
AutonomyFinance and Treasury
Climate ChangeOperations
Customer ExperiencePeople, Culture
andSafety
Cyber Security
and Data
Reputation and
BrandIntegrity
The Board, supported by the Audit and Risk
Committee, has confirmed that it has undertaken
arobust assessment of the emerging and principal
risks facing the Group, including those that would
threaten its business model, future performance,
solvency or liquidity.
Opposite, a risk map shows the relative likelihood
and impact for Wickes’ principal risks, and the
movement of risks across the period under review.
Amore detailed assessment of each principal risk
isprovided over the next few pages.
HOW RISK MANAGEMENT WORKS AT WICKES
Following the demerger from the Travis Perkins Plc
and listing as an independent entity, the Wickes
Board and Executive team have prioritised
developing a sound understanding ofour risks, our
mitigations and additional efforts that are required
to manage our principal risks within agreed risk
appetite levels.
This has required risk management thinking to
permeate through decision making processes at
all levels, from operational teams through to those
key strategic decisions driven by the Board.
The approach taken has sought to avoid reliance
on box ticking and form filling, instead focusing on
developing a sound understanding of risks within
the operational context of the business andusing
this understanding to inform rather than constrain
thinking.
Red lines have been defined through risk appetite
discussions, empowering management to operate
within theboundaries set, supporting innovation
andacustomer centric mindset.
LowerHigher
Lower
Higher
LIKELIHOOD
IMPACT
RISK KEY
Risk stable
Risk decreasing
Risk increasing
RISK MAP
PRINCIPAL RISKS THEMES
A
Cyber Security and Data
B
Autonomy
C
People, culture and safety
D
Finance and Treasury
E
Reputation and Brand Integrity
F
Climate change
G
Operations
H
Customer experience
The risk map is designed to show the relative
exposure of each principal risk theme on a net
basis rather thanestablish the absolute level of
impact and likelihood for each risk. The
assessment on whether the risk has increased,
decreased or remains stable has been made on
the basis ofthenet risk exposure to Wickes.
Principal risks and uncertainties
G
B
A
C
D
E
F
H
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Wickes Group Plc Annual Report and Accounts 202266
RISKDESCRIPTION
AUTONOMY
(SYSTEMS
SEPARATION FROM
TRAVIS PERKINS PLC)
Executive
responsibility:
CEO, CFO and
Chief Information
Technology Officer
Trend:
Prior to demerger, Wickes was reliant on back office systems designed and
managed by the Travis Perkins Plc. A key aspect of the demerger has been the
transition to Wickes systems; however, there are other aspects covered under
the autonomy programme, which are required to ensure that Wickes can
continue to operate and thrive as a standalone entity. Failure to optimise the
outcome of this transition may have a negative consequence on several
aspects of back office operations.
MITIGATIONSPROGRESS
Ahead of the demerger and listing in 2021, a detailed
transition strategy, programme and individual project plans
were put in place to establish our future direction and drive
our separation from the Travis Perkins Plc.
As with all projects and programmes at Wickes, an
effective project governance approach is taken to provide
effective oversight and management of our projects,
helping to ensure that they remain on track and on budget
to deliver the outcomes required. In addition to following
defined best-practice project management frameworks,
regular, independent third party assurance is sought to
help ensure that things are operating as intended.
2023 will see Wickes enter its third
year as an independent entity and,
as such, the Autonomy programme
is well advanced and remains on
track to deliver full separation as per
original timeframes.
To date we have moved across over
300 applications to Wickes and
completed the implementation of
new HR and finance systems.
As individual projects are completed
and the number of projects still to
do reduces, there is a reduction in
both the gross and the net risk
associated with autonomy.
On completion of the separation
programme in 2023, Autonomy will
cease to be a principal risk.
RISK MOVEMENT KEY
Stable
Decreasing
Increasing
RISKDESCRIPTION
CYBER
SECURITY
AND DATA
Executive
responsibility:
CEO, General Counsel
and Company Secretary,
and Chief Information
Technology Officer
Trend:
Robust and secure IT systems and accurate data are fundamental
requirements for any successful business. Failure to adequately prevent or
respond to a data breach or cyber incident could adversely impact our
reputation and reduce the level of trust that customers, colleagues and other
key stakeholders have in us, as well as leading to significant fines, loss of
information and business disruption.
MITIGATIONSPROGRESS
As a digitally-led, service-enabled home improvement
business, maintaining a secure IT domain and protecting
data is an absolute priority. We adopt a ‘Privacy by Design’
approach to ensure data security is embedded into our
business process. Policies are in place, as well as training
and awareness for all colleagues to support a secure
culture. We have security controls to prevent, detect and
mitigate unauthorised activity and these are regularly
tested to provide assurance. Our data and security
governance committee, made up of a network of internal
data champions in key business areas, meets regularly
throughout the year and oversees the development and
implementation of our data and security programme. We
also report to the Board on data and cyber risk at least
twice a year. Data and security provisions are included in
third party contracts and a vendor assurance programme
is in place to ensure appropriate due diligence is carried
out on any third parties we work with who process our
data.
Globally, 2022 has followed a similar
trend as previous years, with the
frequency and sophistication of
cyber attacks, particularly in the
retail sector, continuing to increase.
Given the external environment,
cyber and data is an increasing area
of focus for the business, with
additional resources being allocated
to reflect the additional work
required.
Against this backdrop of increasing
levels of threat, the direct
management of our own systems
following the demerger has
improved the extent to which we can
influence the controls we apply to
cyber threats. It has also driven
increased visibility and awareness in
the business of how we manage and
process data, enabling us to focus
our efforts on key risk areas. This
has been helped by the ongoing
work to refine and improve our
Record of Processing Activities. We
have had one reportable data
incident this year, which was dealt
with quickly and effectively to
mitigate any impact to customers,
with no regulatory action taken.
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Wickes Group Plc Annual Report and Accounts 202267
RISK MOVEMENT KEY
Stable
Decreasing
Increasing
RISKDESCRIPTION
PEOPLE
CULTURE
AND SAFETY
Executive
responsibility:
Executive Board
Trend:
Our people are our biggest asset; together we are all responsible for making
Wickes successful and providing the best service possible to our customers.
Failure to support our colleagues effectively and in the right way may impact
their ability to bring ‘their best selves to work’ and therefore our ablity to meet
our strategic objectives. Maintaining the safety of our colleagues and
customers in store and during installations in their homes isakey priority.
MITIGATIONSPROGRESS
People: The four pillars of Awareness, Education, Policy and
Practice, around which our people strategy is built, remain a
key focus to embed effective approaches in all that we do.
We regularly canvass our colleagues to understand their
views and challenges, and have built upon our colleague
assistance programme to support good mental health
through our ‘it is okay not to be okay’ campaign, underpinned
by our Stevenson/Farmer programme and signed charter.
Asthe cost of living crisis has deepened, additional
mechanisms to provide support to those colleagues who
need it have been identified, recognising that our colleagues
are vital to our continued success.
Culture: We have a well-embedded set of values and
leadership behaviours that are hardwired into people
processes, ensuring a consistent messaging and approach
throughout Wickes. Our motto of ‘Let’s do it right’ extends
right across Wickes, from what we do to how we engage
withcustomers, suppliers and colleagues.
Health and safety: The safety of our colleagues and
customers is our top priority. Health and safety training
isprovided to new colleagues during their induction,
andregular refresher training is provided to ensure that
awareness of this key topic remains high. Regular store
health and safety audits are conducted to ensure that
ouroperations remain as safe as possible.
Our colleagues are vital to the
current and ongoing success of
the business. The cost of living
crisis has also impacted our
colleagues and we have
recognised that additional
support has been needed to
helpreduce some of the
externalpressures that are being
experienced and support our
colleagues to bring their best
selfto work.
Health and safety incidents
havecontinued their downward
trend throughout 2022 and
maintaining our good record
remains a key area of focus
forthe business. We are also
maintaining a watching brief
overour stores and existing
safeguards as incidents of
violence from members of the
public to our colleagues and
staged accidents have increased
towards the latter half of the year.
RISKDESCRIPTION
FINANCE AND
TREASURY
Executive
responsibility:
CFO
Trend:
Managing finances, including understanding and managing the impact of
external influences on our costs and revenue, in an effective and sustainable
manner is key to our long term success. It helps to ensure that we are able to
continue investing in our growth levers, operational capability, and digital and
IT innovation. Failure to effectively manage our financial position sustainably
may result in the inability to invest in the future of Wickes and meet our short
and long term liabilities.
MITIGATIONSPROGRESS
Effective financial control and financial management
enable us to support the delivery of our strategy and
ensure that we are able to continue to invest in our
colleagues and stores, and in innovating our products
andservices.
Through the devlopment and introduction of better
finance system modules during 2022. the efficacy of
financial reporting and associated financial control
processes have been substantially improved. These
processes support timely monitoring and reporting of
performance, including cash flows, which includes a
breakdown per store, forming thebasis of detailed
financial analysis and performance assessment used by
the Board and the Executive for decision making
purposes.
In addition, detailed modelling, as presented in our
financial viability assessment (see page 71) has been
developed to provide insight into our financial position
and sensitivities toexternal and internal stressors.
2022 has seen the emergence and
development of macro-economic
headwinds. Rising inflation and
energy costs, driving the cost of
living crisis, have become more
pronounced during the year.
Impacts from both a cost ofgoods
and energy perspective, and from
customers having less disposable
income, have contributed to
asoftening of demand. These
factors have resulted in both
thegross and net risks scores
forthis principal risk theme
increasing. However, despite these
challenges, we remain well
positioned within the market, having
maintained market share through
focusing on our value driven
customer proposition.
Although the external environment
has softened, we have made good
progress in terms of financial
process and controls in our second
year as a PLC, separated from our
previous parent. An important
milestone was the successful
implementation of a new finance
system, Oracle Netsuite, in the last
quarter of 2022.
Principal risks and uncertainties continued
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Wickes Group Plc Annual Report and Accounts 202268
RISK MOVEMENT KEY
Stable
Decreasing
Increasing
RISKDESCRIPTION
REPUTATION
AND BRAND
INTEGRITY
Executive
responsibility:
Executive Board
Trend:
Maintaining and growing our reputation and brand underpins our long
termstrategic aims. Failure to do so may prevent us from achieving our
strategic objectives.
MITIGATIONSPROGRESS
Our brand integrity and reputation are fundamental factors
inensuring that we are able to achieve our strategic aims,
and to maintain and grow our position in the home
improvement market. These key elements are woven into the
fabric of everything that we do here at Wickes.
Multiple strands contribute to our approach in this area,
including significant investment in training our colleagues to
ensure the highest levels of consistent customer service
aremaintained in whichever channel our customers choose
to engage with us.
In addition, we work closely with our suppliers to deliver
high-quality products that provide value for money, with
extensive product testing protocols to ensure our quality
expectations are met, together with a customer alert and
recall process through the Wickes website, if required.
Our strategy is underpinned by
our strong brand, a distinctive
customer proposition, a uniquely
balanced business and curated
product range delivered through
a low-cost and efficient
operating model. Great progress
has been made throughout the
year in delivering our strategy
and putting in place strong
foundations for future years.
Ourbrand monitoring
programme has helped to
protect our brand.
In light of the increasing
expectations of our customers,
Government and investors
towards probity and integrity
both at an individual level and at
an entity level, the Board and
Executive team are focused on
ensuring Wickes continues to
build upon its strong reputation
and brand.
RISKDESCRIPTION
CLIMATE
CHANGE
Executive
responsibility:
Executive Board
Trend:
The long term success of our business depends on the health of the natural
environment. Although the direct impact of climate change on our operations
is relatively small due to the business being located solely in the UK, it has the
potential to significantly impact our business during the transition to a
low-carbon environment. Environmental matters are increasingly important to
our colleagues, customers, suppliers, investors and communities in which we
operate, driving changes to expectations and information requirements.
Failure to manage our operations and influence our value chain towards a
low-carbon future may impact our ability to meet our strategic objectives and
could adversely impact our reputation and reduce the level of trust that
customers, colleagues and other key stakeholders have in us.
MITIGATIONSPROGRESS
Protecting the natural environment is one of the three
pillars of our Responsible Business Strategy. We track our
carbon emissions across all three scopes within our
business and have developed plans to reduce our
operational emissions. Through engagement with our
suppliers, we are working to better understand and reduce
the emissions associated with the products we sell, how
they are packaged and the energy they use.
Given the importance of ESG matters to our strategy and
our stakeholders, we put our Responsible Business
Committee in place on listing as an independent company
to oversee the delivery of our climate commitments. The
Committee is chaired by Sonita Alleyne, an independent
Non-executive Director.
The impact of climate-related
disasters on a global scale highlights
not only the fragility of the world we
live in but also the necessity for all
organisations to act as responsible
custodians of our planet.
In 2022, we set near-term Science
Based Targets (SBTs) and had these
approved, aligning us with other
businesses in the UK that are also
committed to reducing emissions by
2030 and support the Paris Climate
Agreement to limit global
temperature rises to 1.5C. We also
continue to report on our
climate-related financial disclosures
(see TCFD section on pages 45-50).
We submitted our first CDP
submission in 2022, achieving a
B- rating, and completed our first
basic forestry submission to better
understand the environmental
impact of our timber sourcing.
We continue to work on reducing
our operational emissions through
energy efficiency in our stores,
including LED lighting upgrades,
heating and cooling control
upgrades, and the addition of EV
chargers and solar panels. In 2022,
we also created a group of
sustainability representatives from
each of our stores to drive energy
efficiency across the estate.
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 202269
RISKDESCRIPTION
OPERATIONS
Executive
responsibility:
CEO, Chief Operating
Officer and Chief
Commercial Officer
Trend:
Effective operations support us in our drive to be the home improvement
partner of choice, whether a customer opts to do it themselves,
hireslocaltradespeople or works with Wickes directly to achieve their home
improvement dreams. Failure to manage our operations effectively will impact
our ability to provide the right level of customer help, the right volume of stock
to support their needs or a timely connection to our installation teams,
reducing the high quality of customer experience we strive to deliver.
MITIGATIONSPROGRESS
Our digitally-led and service-enabled strategy continues
tobuild on the solid foundations created in previous years.
Initiatives including Park & Collect, in-store digital picking
and in-store fulfilment space to support multi-channel
sales have supported customers with the products and
services they need at the best possible value and have
enabled us to maintain excellent product availability
across our range.
We continue to maintain a close view on product demand,
stock availability and supply to ensure that we can
continue to bring customers the level of service, product
range and value that our brand is known for.
The pandemic and resulting global
supply chain disruption proved
challenging for many businesses,
however, our team was able to build
on strong relationships with our
supply base to navigate inflationary
pressures and raw material
constraints over the period. Asthe
pressures relating to thepandemic
have eased, the measures that were
put in place have maintained a
robust and resilient supply chain.
We remain well positioned despite
the challenging global environment.
RISK MOVEMENT KEY
Stable
Decreasing
Increasing
RISKDESCRIPTION
CUSTOMER
SERVICE AND
EXPERIENCE
Executive
responsibility:
CEO, Chief Operating
Officer, Chief Marketing
and Digital Officer
Trend:
Our success is dependent on providing our customers with the highest levels
of customer service and a positive customer experience that results in
customers coming back to Wickes. Failure to maintain high standards
ofcustomer service and experience may impact sales.
MITIGATIONSPROGRESS
Throughout 2022, Wickes has maintained a sharp focus
on our customer first approach, further enhancing and
refining several customer focused activities including our
Customer Closeness programme, our seven customer
personas, our customer satisfaction programme and our
rich understanding of data which fuels our Missions
Motivation Engine.
Daily and weekly customer surveys gather feedback
oncustomer experiences with Wickes. We also collect
customers’ views on their experience through our digital
platform, store channels and our Click & Collect and
Home Delivery services. Verbatim feedback is triaged and
fed into functional ownership so that we can tackle the
root cause of any issues found. This approach has
delivered year-on-year customer experience benefits. All
customer contact is captured and profiled to increase our
understanding of why customers contact us; through this
process, we can identify and fix the root causes of issues
rather than addressing symptoms. All complaints are
treated seriously and individually, and the customer
contact process and root cause approach has helped us
achieve an 80% Good or Excellent satisfaction rating
when looking at customer complaints resolution. We also
measure and report customer satisfaction at every stage
of the DIFM customer journey, helping us to drive
continuous improvement by targeting those parts of the
process which receive lower satisfaction scores.
We have seen a year-on-year
improvement inour customer
satisfaction scores, partly driven by
our investment in technology and
focus on measurement, corrective
action and root cause analysis.
Thisinvestment has resulted in
improvements to back-office
infrastructure and functionality
which deliver a better customer
experience. Wehave also made a
significant investment in technology
within our stores to support our
unique ‘4C’ (four channel) store
service model.
Principal risks and uncertainties continued
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 202270
Viability statement
VIABILITY STATEMENT AND
GOINGCONCERN
Introduction
The UK Corporate Governance Code requires
companies to state whether they have a reasonable
expectation that the Company will be able to continue
in operation and meet its liabilities as they fall due over
the period of assessment. Several scenarios have
been modelled to support our viability statement,
which assess the impact of our principal risks on the
solvency and liquidity of the Company.
Assessment period
The Directors’ assessment of viability has been
made over a five-year period. This is considered
appropriate as it is consistent with the period over
which the Group considers its principal risks and
aligns with the Company’s Five-Year Plan, which is
regularly presented to the Board, and covers the
period up to December 2027.
Assessment of prospects
This viability statement should be read in
conjunction with the description of the Group’s
business model and strategy, which are set out on
pages 20-21 and 22-30, respectively. TheDirectors
assess the Group’s prospects on a regular basis
and in particular progress against the strategic
objectives set out in its Five-Year Plan. ThePlan
delivers forecasts of the Group’s financial
performance including cash flows, and allows the
Directors to assess the Group’s liquidity position
and adequacy of funding. Sensitivity analysis of the
main assumptions underlying the plans is also
carried out. The plans are approved by the Directors
and financial budgets and KPIs are subsequently
used to monitor performance in the Board’s
monthly review of the Group’s results.
In its assessment of the Group’s prospects, the
Board has taken into account:
–Uncertain trading conditions and expectations of
the future economic environment, as well as the
potential influence of climate change on our
business. There remains a lot of uncertainty over
macro-economic risks brought about by the
recessionary environment in the UK, high
inflation, and global supply chain issues; despite
the impact of these uncertainties in 2022, the
Group has maintained revenue levels and
continued to be profitable, although at a slightly
reduced level.
–The Group’s financial position: despite the
ongoing and increasing challenges of the wider
economic environment, the Company has
reported a strong set of results and positive
operating cash flows, offset by our continuing
commitment to invest in our business and
maintain our dividend policy. We have continued
to demonstrate that Wickes is resilient as a
standalone entity and we remain confident that
our Five-Year Plan shows strong sustainable
growth.
–The progress of the Group’s demerger from Travis
Perkins Plc and the impact of any delays that
might be experienced as we move towards the
final completion of separating our systems and
processes in 2023: we are progressing well into
the final stages of the plan across multiple
workstreams and anticipate that this will continue
to the point of completion of separation.
Assessment of viability
The scenarios for assessing the viability of the
company were identified by considering the
potential impact of individual principal risks and
potential combinations (as shown in the table on
page 72).
All eight principal risks have been considered when
completing the modelling. These risks combine to
represent severe but plausible scenarios covering a
range of different operational and financial impacts
on the business. In total, six individual scenarios
have been created, with a seventh ‘collective’
scenario, which combines all of the individual
scenarios to model a worst-case hypothetical
situation (as these could theoretically all run
together, with different impacts on our business).
None of the individual scenarios modelled were
found to have an impact on the long term viability of
the Company over the assessment period. The
modelling showed we are in a strong position to
withstand each of the individual scenarios. The
collective scenario is more extreme and not
considered possible to occur: in this scenario,
without any mitigations applied, the Group would
run out of cash, but limited and achievable
mitigations could be applied to return the scenario
to a positive cash position. Although covenant
breaches are noted, the model does not assume
use of the bank facility.
Additionally, reverse stress tests were performed on
each scenario to identify what level of sensitivity on
each scenario would cause the business to no
longer be viable, and the likelihood of these reverse
stress tests was considered and found to be
remote.
Viability statement
Having assessed the current position, principal risks
and prospects of the Company, and taking into
account the assumptions above, the Directors
confirm they have a reasonable expectation that the
Company will be able to continue in operation and
meet its liabilities as they fall due over the five-year
assessment period.
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 202271
Going concern
The Group’s business activities, together with
thefactors likely to affect its future development,
performance and position are set out in the
Strategic report, including the principal risks of
theGroup set out on pages 66 to 70. The financial
position of the Group, its cash flows, liquidity
position and borrowing facilities are described in
the Financial review on pages 60 to 62. The
Directors have considered the above and how they
may impact going concern as well as modelling
asevere but plausible downside scenario
whichassesses the impact on the Group’s liquidity
headroom of a combination of all six scenarios
asset out above.
As a result of this review, the Directors have a
reasonable expectation that the Group has
adequate resources to continue in operational
existence for a period of at least 12 months from
the date of approval of the financial statements
andtherefore consider itappropriate for the
Groupto continue to adopt the going concern
basisof accounting in preparing the annual
financial statements.
Furthermore, based on the Group’s strong
performance, prospects and liquidity position, the
Directors do not consider going concern to be a
critical accounting judgement. Further detail in
relation to the use of the going concern assumption
and the scenarios modelled by the Directors are
detailed in note 1 of the Group financial statements.
The Strategic report has been approved by
theBoard of Directors and is signed on its
behalfby:
David Wood
Chief Executive Officer
22 March 2023
Mark George
Chief Financial Officer
22 March 2023
Scenario modelledLink to principal risks
Scenario 1
REDUCED CUSTOMER CONFIDENCE AND LOWER SPENDING
Reduced customer confidence and lower spending, either through external economic factors or through loss of customer confidence in Wickes as a brand. The budgeted
sales increases are not delivered: sales decline in 2023 and return to growth in 2024.
ASSUMPTIONS
Sales decline by 6% in 2023, followed by growth percentages in line with the Five-Year Plan but from a lower starting point.
No change to margin and administrative costs.
Risk A: Cyber Security and
Data; Risk E: Reputation and
BrandIntegrity; Risk H:
Customer Experience
Scenario 2
INABILITY TO DELIVER AUTONOMY PROJECT TO BUDGET OR TO TIME
The significant ongoing Autonomy project requires additional further investment over a longer time period than currently budgeted to enable the business to meet its
strategic targets. Significant further cost is spent on the project up to the deadline of final separation of the remaining functions from Travis Perkins Plc in April 2023.
Sufficient additional cost is invested into the project that there is no impact on sales or margin.
ASSUMPTIONS
Separation costs are increased by 20% each month over the current budgeted lifespan of the project, and the lifespan of the project is increased by another three months.
No changes to sales or margin.
Risk B: Autonomy
Scenario 3
SUPPLY CHAIN AND COST MANAGEMENT DIFFICULTY
Costs to obtain and distribute goods are impacted by internal factors (operational efficiency, people factors) or external factors (macro-economic factors such as inflation and
the cost of living crisis, the cost implications of ESG, and the ongoing challenging global environment having an impact on the availability of goods and the costs of delivery).
The business is able to maintain revenue levels but is required to increase the cost base to do so.
ASSUMPTIONS
No change to sales.
Margin rate reduced by 1%.
Customer delivery costs increased by 5%
Risk D: Finance and
Treasury; Risk F: Climate
change; Risk G: Operations
Scenario 4
FURTHER INCREASES IN ENERGY COSTS
Energy cost increases driven by the current uncertain economic environment result in costs beyond the level currently budgeted. The business is able to maintain revenue
levels but is required to increase the cost base to do so.
ASSUMPTIONS
Energy costs are £5m above those budgeted in each year of the plan.
Risk D: Finance and Treasury
Scenario 5
INCREASE IN PAYROLL COSTS
The cost of living crisis and potential future increases in minimum wage results in salary increases in excess of those budgeted. The business is able to maintain revenue
levels but is required to increase the cost base to do so.
ASSUMPTIONS
No change to sales.
Payroll costs in relation to store and warehouse colleagues increased by 5%.
Risk C: People, Culture
andSafety
Scenario 6
OPERATIONAL SHOCK
A significant external disruption (e.g. a cyber attack or a disease outbreak) requires the business to shut down fully for a short period of time, returning to budget within two
months as soon as the effects of the disruption have been addressed.
ASSUMPTIONS
Zero revenue for two weeks, returning to budget within one month.
No change to gross margin percentage: all costs other than direct cost of stock assumed to remain in line with budget, as it is anticipated that any potential cost reductions
during a shutdown would be offset by increased costs required to mitigate the potential losses.
Risk A: Cyber Security
andData
Scenario 7
A COMBINATION OF SCENARIOS 1-6 AS SET OUT ABOVE
This is seen as a worst-case scenario and the likelihood of occurrence is highly remote.
As above
Viability statement continued
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 202272
Governance at a glance
HIGHLIGHTS
per share total dividend
for thefinancialyear ended 31 December 2022
(1)
(1) Includes the proposed final dividend of 7.3p per share due to be approved by
Shareholders at the 2023 AGM.
10.9p
introduced as a performance measure for the
2023 Long Term Incentive Plan
ESG LINKED
REMUNERATION TARGETS
in December 2022
inducted into the business
NEAR-TERM
SCIENCE
BASEDTARGETS
APPROVED
concluded the Board
is effective
FIRST
EXTERNAL
BOARD
EVALUATION
NEW CFO
MAJOR BOARD DECISIONS
During the year the Board has acted in an agile and responsive way to
the uncertain economic environment, whilst finalising key separation
programmes following the demerger and building momentum on
delivering our strategy. Major Board decisions included approving:
–to maintain the 2021 total dividend payout for the financial year
ended 31 December 2022;
–the appointment of the new CFO;
–the submission of our near-term Science Based Targets to the SBTi;
–significant contracts for a new outsourced service provider for IT
support services, and an expanded contract with one of our strategic
logistics partners; and
–reviewed and approved the 2023 annual budget.
GOVERNANCE UPDATES
During the year the Board has undertaken the following activities to
support and enhance its governance arrangements:
–appointed an external board evaluation facilitator to reflect on our
governance processes and identify opportunities to refine and
improve Board governance;
–commenced the search for a new Non-executive Director to
strengthen the Board’s current composition and assist with orderly
succession planning;
–implemented a comprehensive induction programme for the
newCFO;
–visited one of our largest kitchen cabinet suppliers as part of the
Board’s planned stakeholder engagement activities; and
–Regularly monitored progress against the separation programme
andthe implementation of new HR and Finance systems.
100%
attendance at Board and
Committee meetings in 2022
Strategic reportGovernanceFinancial statementsOther information
Wickes Group PlcAnnual Report and Accounts 202273
Introduction to governance
Being guided by our purpose and listening to
ourstakeholders has helped us tokeep moving
forward, doing the right thing andresponding
inan agile way to the uncertain economic
environment this year. Our purpose is deeply
embedded across the business and has helped
usto remain focused in order to make a positive
difference for our stakeholders and put us
inastrong position for the challenges and
opportunities ahead.
Dear Shareholder,
I am pleased to present to you, on behalf of the
Board, our Corporate Governance report for the
yearended 31 December 2022.
This year, we have had one change to the Board
with the retirement of Julie Wirth, Chief Financial
Officer, and the appointment of Mark George as her
successor in July 2022. During the recruitment
process, the Nominations Committee sought a
diverse range of candidates to be considered for the
Chief Financial Officer role and, after a thorough
process, Mark George was appointed as Chief
Financial Officer.
Wewill keep the diversity requirements of the new
FTSE Women Leaders Review (previously the
Hampton-Alexander review) at the front of our
minds, particularly in light of the change of Chief
Financial Officer, as we look to expand the Board
during 2023 with the appointment of an additional
Non-executive Director and as we plan for future
Board succession. More information onBoard
diversity and succession planning can befound on
pages 88-90 of the Nominations Committee report.
Monitoring the performance of the business during
these challenging economic times, whilst
considering the impact on our colleagues and other
stakeholders, was a key focus for the Board during
2022. We have had open and honest discussions
about the impact of the macroeconomic conditions
on the business and have been able to respond
strategically in an agile way, looking for opportunities
to support our growth levers and build the business.
The Board has also closely tracked progress on
theseparation of key IT and HR systems from
Travis Perkins Plc and I am pleased that the
separation programme is on track for completion in
2023.
The Board Committees have supported thework
ofthe Board during the year, providing assurance
and helping to deepen the Non-executives’
understanding of the key areas offocus for the
business. Further details on the work of the Board
Committees can be found on pages 86-114.
The Board and I remain focused on creating long
term value for Shareholders, whilst supporting
andworking with all our stakeholders in this
uncertain economic time as wework towards
building a brighter future and helping the nation feel
house proud.
Christopher Rogers
Chair of the Board
22 March 2023
Whilst the new FCA Listing Rule requirements
(LR9.8.6R(9)) on diversity only apply to financial
years beginning on or after 1 April 2022, we have
chosen to disclose our Board diversity and inclusion
statement on page 89 of the Nominations
Committee report this year, as well as the
prescribed diversity data for theBoard and
Executive Board as required under LR9.8.6R (10)
and LR 14.3.33R(2), which is set out in the tables on
page 90.
Wickes has a unique and special culture, which we
need to protect and utilise to attract and retain
high-performing talent from all backgrounds and
genders. Our approach to inclusion and diversity
leads to a culture where all colleagues feel at home
at Wickes and this is an important foundation for
our business. The Board is committed to improving
diversity, in its widest sense, at all levels to ensure
we continue to support and enhance our culture.
Rather than wait until the Company’s third year as a
listed business, we chose to invite an external
facilitator to carry out our annual Board evaluation
review, as the Board was keen to gain some early
reflections on the Board’s performance and the
governance arrangements put in place at the
demerger just under two years ago. I am pleased to
report that the review concluded that the Board is
effective and there were no high-priority
recommendations arising. Details of the findings
can be found on page 91.
DOING THE
RIGHT THING
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 202274
COMPLIANCE WITH THE UK
CORPORATE GOVERNANCE
CODE2018
Governance underpins every aspect of the
Board’s considerations and decision making.
The Company has applied the Financial Reporting
Council’s (FRC) UK Corporate Governance Code
2018 (the ‘Code’) Principles and complied with all
the Code’s Provisions throughout the year ended
31 December 2022. The full wording of the Code is
available on the FRC’s website at www.frc.org.uk.
Signposts to where key content showing how the
Company has applied the Principles of the Code are
shown on this page.
Being transparent and accountable
1. BOARD LEADERSHIP AND COMPANY PURPOSE
–Information on the work of the Board and its role in setting the Company’s strategy, creating an inclusive culture and engagement with
stakeholders, as well as details on the Board’s leadership in these activities and the findings from the annual Board evaluation can be
found in the Governance report on pages 73-100. (Code Principles A, B & D)
–We acknowledge our impact as a business on the environment and communities that we operate in, and are committed to creating long
term sustainable success and contributing positively to wider society. More information on our activities in these areas is set out in the
Responsible Business report and Responsible Business Committee report on pages 33-53 and 98-100. (Code Principle A)
–The Board has set a clear purpose, we want to ‘Help the nation feel house proud’, and we have a strong business model to support this,
which aligns with the Wickes culture and values. More information can be found in the Strategic report on pages 20-23. (CodePrinciple
B)
–We’re proud of the Wickes culture and values and strive to make sure that everyone feels at home. The Board set the tone from the top,
demonstrating our Winning Behaviours and always acting with integrity. More information on our Winning Behaviours and workforce can
be found on page 81. (Code Principle B)
–Our approach to risk management and internal controls is set out on pages 63-70. The Audit and Risk Committee support the Board with
oversight of our risk register. (Code Principle C)
–The Board values engagement with all of our stakeholders and information on our engagement activities is contained within our Section
172 statement on pages 55-59. (Code Principle D)
–Information on our Whistleblowing policy is set out on page 81 and details on our employment policies and practices and their
alignment with our values and strategy is set out on page 116. (Code Principle E)
4. AUDIT, RISK AND INTERNAL CONTROL
–The work of the Audit and Risk Committee is set out on pages 93-97. This
includes a description of the work of the internal and external audit
functions. (Code Principle M)
–The Directors consider that the Annual Report and Accounts, taken as a
whole, is fair, balanced and understandable and provides the information
necessary for shareholders to access the Company’s position and
performance, business model and strategy. (Code Principle N)
–The principal risks and uncertainties and the procedures in place to manage
risks and internal controls are regularly reviewed by theAudit andRisk
Committee as set out on pages 93-97. (CodePrinciple O)
5. REMUNERATION
Information on our remuneration policies
andpractices is set out in the Directors’
Remuneration report on pages 101-114.
(CodePrinciples P, Q & R)
2. DIVISION OF RESPONSIBILITIES
–Our governance framework and the division of Board responsibilities, as well as the role
of the Company Secretary, is shown in the diagram on page 85 and information on
Directors’ time commitments and independence are detailed on pages 77 and 80.
(Code Principles F, G, H & I)
–The skills and capabilities of the Board are detailed in the Board biographies on page
77. (Code Principles G & H)
–The work of the Nominations Committee is set out on pages 86-92. (Code Principles F,
G & H)
3. COMPOSITION,
SUCCESSION AND
EVALUATION
–Board succession planning
and the appointment process
for Board members isset out
in the Nominations Committee
report on pages 86-92. (Code
Principle J)
–The composition of the Board,
along with biographies and
details of the skills, experience
and contribution of each
Director can be found on page
77. (CodePrinciple K)
–The conclusions and
recommendations from this
year’s external board
evaluation can be found on
pages 91. (CodePrinciple L)
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 202275
LEADING WITH PURPOSE
Board of Directors
Strategic reportGovernanceFinancial statementsOther information
76Wickes Group Plc Annual Report and Accounts 2022
CHRISTOPHER ROGERS
Non-executive Chair of the
Board
PRONOUN He/Him
APPOINTMENT DATE 23 March 2021
SKILLS AND EXPERIENCE
Christopher has significant board, retail
and finance experience gained during his
extensive executive career, having held a
number of senior roles in and
directorships of public companies.
From 2005 to 2016 he was an Executive
Director of Whitbread plc, serving as
Group Finance Director from 2005 to 2012
and as Global Managing Director of Costa
Coffee from 2012 to 2016.
Christopher previously held senior roles in
both the finance and commercial
functions of Woolworths Group plc,
Comet Group plc and Kingfisher plc.
He was a Non-executive Director and
Audit Committee Chair of Vivo Energy plc
from April 2018 to July 2022.
Christopher served as a Non-executive
Director of Travis Perkins Plc from
September 2013 to April2021.
CONTRIBUTION
Christopher brings many strengths to his
role as Chair of the Board, in particular his
leadership; strategy, commercial and
financial acumen; his deep grounding and
understanding of corporate governance,
compliance and regulatory issues; his
experience in M&A and corporate
transactions; and experience both
internationally and in retailing and
operations.
EXTERNAL APPOINTMENTS
–Non-executive Director of Sanderson
Design Group plc
–Non-executive Director of Kerry Group
plc
DAVID WOOD
Chief Executive Officer
PRONOUN He/Him
APPOINTMENT DATE 23 March 2021
SKILLS AND EXPERIENCE
David is a highly experienced executive
and CEO with almost 30 years in the retail
and consumer sector and extensive board
level experience in the UK, Europe and
North America, having spent the majority
of his career with Tesco, Unilever and
Mondelez.
David served as Commercial Director on
the Board of Tesco Hungary from 2010 to
2012 and between 2012 and 2015 he
served on the UK Operating Board of
Tesco plc as Chief Marketing Officer and
Group Managing Director.
More recently David was Group President
of Kmart Holding Corp from 2015 to 2017,
followed by a brief tenure as CEO of
Mothercare plc in 2018. David joined
Wickes as CEO on 28 May 2019 when
Wickes was part of Travis Perkins Plc in
anticipation of the demerger.
CONTRIBUTION
David is an engaging leader with extensive
and international experience in retailing
andoperations, change management
skills, strong strategic and commercial
acumen, and proven record in brand
building and marketing.
EXTERNAL APPOINTMENTS
–Non-executive Chair of the Board of
Green Sheep Group Ltd
MARK GEORGE
Chief Financial Officer
PRONOUN He/Him
APPOINTMENT DATE 29 July 2022
(Joined Wickes on 6 July 2022)
SKILLS AND EXPERIENCE
Mark has held senior roles in finance,
strategy and general management in a
number of public listed consumer
businesses including The Gym Group,
Tesco, ASOS and Auto Trader.
Most recently Mark was Chief Financial
Officer and a member of the Board of
TheGym Group plc from 2018 to 2022.
Mark started his career as a management
consultant with McKinsey & Co. and holds
a degree in Philosophy, Politics and
Economics from Oxford University.
CONTRIBUTION
Mark has sound commercial acumen, as
well as recent retailing experience.
His financial, risk management, strategic
and leadership skills are key strengths for
the role of CFO. He is also experienced in
M&A and corporate transactions. Mark’s
financial and strategic strengths are a
valuable asset to the Board and will help the
Board to deliver long term sustainable
success.
EXTERNAL APPOINTMENTS
None
MARK CLARE
Senior Independent
Non-executive Director
PRONOUN He/Him
APPOINTMENT DATE 23 March 2021
SKILLS AND EXPERIENCE
Mark has extensive public listed company
experience in the consumer service, property
and construction sectors, particularly in
customer facing businesses and has served
on a number remuneration committees.
In July 2022 Mark stepped down from his
position as Senior Independent Director at
United Utilities Group plc. Mark was the
Senior Independent Director at Ladbroke’s
Coral Group plc from 2016 until 2018, and
Non-executive Director and Audit Committee
Chair at BAA plc from 2001 until 2006.
Mark’s executive career included Chief
Executive for Barratt Developments plc
from2006 until 2015; Managing Director of
Centrica’s retail subsidiary British Gas from
2002 to 2006; and CFO of Centrica plc from
1997 to 2002. He also served as a trustee of
the Energy Savings Trust, the Green Building
Council and BRE. Mark is a qualified
accountant.
CONTRIBUTION
Mark’s wealth of knowledge in governance,
compliance and regulatory matters gained
from his public listed company experience,
as well his leadership skills, enhance his
ability to undertake his duties as Senior
Independent Non-executive Director.
His financial acumen and commercial
experience are particularly beneficial in his
role as Chair of the Remuneration
Committee.
EXTERNAL APPOINTMENTS
–Chair of Grainger plc
–Chair of Ricardo plc
–Non-executive Director at Premier
Marinas Holdings Ltd
SONITA ALLEYNE OBE
Independent
Non-executive Director
PRONOUN She/Her
APPOINTMENT DATE 23 March 2021
SKILLS AND EXPERIENCE
Sonita has extensive experience as a
Non-executive Director on both private
and public sector boards. She was a
Non-executive Director of the British
Board of Film Classification from 2009 to
2019, including Chair of the Council of
Management in 2019 and Chair of the
Remuneration Committee from 2016 to
2019. She was Chair of the Radio Sector
Skills Council from 2008 to 2012;
Non-executive Director of Archant from
2012 to 2016; and a trustee of the BBC
Trust from 2012 to 2017.
Sonita was a Non-executive Director of the
Department for Digital, Culture, Media and
Sport, the National Employment Panel and
the London Skills and Employment Board.
In her earlier media career, Sonita was the
co-founder and former CEO of the
production company Somethin’ Else and
worked as a journalist and broadcaster.
CONTRIBUTION
Sonita’s background in communications
and journalism brings a different
perspective to theBoard. She has strong
leadership, commercial and strategic skills.
Her public sector roles have contributed to
her sound governance, compliance and
regulatory skills. This and her ESG
experience, supports her in the role as
Chair of the Responsible Business
Committee.
EXTERNAL APPOINTMENTS
–Master of Jesus College, Cambridge
MIKE IDDON
Independent
Non-executive Director
PRONOUN He/Him
APPOINTMENT DATE 23 March 2021
SKILLS AND EXPERIENCE
Mike has extensive public listed company
experience, having held a number of
senior finance roles throughout his career,
and has been the Chief Financial Officer of
Pets at Home Group plc since 2016.
Mike was previously the Chief Financial
Officer of New Look from 2014 to 2016,
and prior to this he held a number of
senior finance roles over 13 years for
Tesco plc both in the UK and overseas.
These roles included Group Planning, Tax
and Treasury Director, UK Finance Director
and Chief Financial Officer of Tesco
Homeplus (South Korea).
Mike has also held senior roles with
Kingfisher plc and Whitbread plc. Mike is a
Chartered Accountant and a graduate of
the Harvard Advanced Management
Programme.
CONTRIBUTION
Mike’s current experience as a Chief
Financial Officer of a public listed company,
his financial acumen, leadership, risk
management, and governance, compliance
and regulatory experience are
advantageous for his role as Chair of the
Audit and Risk Committee and beneficial to
his role on the Board. His strong strategic
and commercial acumen, change
management, and current retail experience
strengthen his contribution to the Board.
EXTERNAL APPOINTMENTS
–Chief Financial Officer, Pets at Home
Group plc
COMMITTEE MEMBERSHIP KEY:
Chair of Committee
R
Remuneration Committee
RB
Responsible Business Committee
N
Nominations Committee
A
Audit and Risk Committee
D
Disclosure Committee
N
R
RB
D
DDN
R
A
RB
D
N
R
A
RB
N
R
A
RB
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 202277
Chair of the Board
0-1 years
Female
Independent Non-executive Directors
1-2 years
Male
Executive Directors
3+ years
* Based on individual Director self-evaluation responses. Further information on Board
composition can be found on pages 86 to 87.
Board Independence
No. of Directors
Gender balance
No. of Directors
Length of tenure
No. of Directors
Board and Committee meetings 2022
Board industry experience
Average score out of 5 *
5.0
STRATEGY &
COMMERCIAL ACUMEN
4.7
FINANCIAL ACUMEN
4.3
RISK MANAGEMENT
4.0
RETAIL INDUSTRY
3.7
BRAND, CUSTOMER,
MARKETING
3.3
SUSTAINABILITY
3.2
DIGITAL / TECHNOLOGY
STRATEGY & GOVERNANCE
1
1
1
3
5
5
2
100% attendance at
all Board and
Committee
meetings in 2022
BOARD COMPOSITION AND ATTENDANCE
AS AT 31 DECEMBER 2022
9635
4
Plc BoardAudit and Risk
Committee
Nominations
Committee
Remuneration
Committee
Responsible
Business Committee
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 202278
Board of Directors continued
OUR VISION
A WICKES PROJECT
IN EVERY HOME
OUR MISSION
TO BE THE PARTNER
OF CHOICE FOR HOME
IMPROVERS & LOCAL TRADE
OUR PURPOSE
TO HELP THE NATION
FEEL HOUSE PROUD
GROWTH LEVERS
WINNING FOR TRADE
TradePro growth
ACCELERATING DIFM
Natural category extensions,
broadeningthe proposition
DIY CATEGORY WINS
Getting our fair share in
underweight categories
DELIVERING EXCEPTIONAL CUSTOMER
EXPERIENCE THROUGH ENGAGED COLLEAGUES,
AWINNING CULTURE AND GROWING RESPONSIBLY
STORE INVESTMENT
High return on investment refits,
exploit new space
DIGITAL CAPABILITY
Continued development
of a seamless offer
ENHANCED STORE
SERVICE MODEL
Laying the foundations for future growth
BOARD LEADERSHIP AND
COMPANY PURPOSE
Governance report
Role of the Board
The Board is responsible for promoting the
longterm sustainable success of the Company,
generating value for Shareholders and contributing
to wider society. It has ultimate responsibility
forthedirection and governance of the Company,
taking into account the opportunities and risks
tothe future success of the business.
The effective operation of the Board is supported by
the collective skills and experience of the Directors.
The diverse experience and views of Board
members enable the Board to consider a range of
perspectives and make decisions in a balanced way
through independent thought and constructive
debate. The Board dynamic supports open and
honest conversations, which ensures that decisions
are made with full consideration of the impact on all
stakeholders. You can find information about our
Directors and the skills and experience they bring to
the Company on page 77.
The Board is passionate about ensuring that, as the
business grows, we do so responsibly and in a way
that benefits all our stakeholders. We have a clear
framework to win, which is guided by our vision,
mission and our purpose – ‘to help the nation feel
house proud’. Our purpose is at the core of the
Board’s discussion, decision making and strategy.
The Board sets the strategy to align with our
purpose and values. It ensures that the business is
resourced appropriately to deliver the strategy and
does so through a culture that drives the behaviours
we want to see. Elements of the business strategy
are discussed at every meeting and an annual
strategy event is held to review and develop our
strategic plans. Responsibility for developing and
implementing strategy rests with the Chief
Executive Officer, who is supported by the Executive
Board. At the strategy event in July 2022, the
Executive Board and key members of the leadership
team presented a range of opportunities to enhance
our strategy which were discussed and approved.
You can find details of our strategy and business
model in the Strategic report on pages 20-30.
The opportunities for and the risks to the future
success of the business are carefully considered.
Key opportunities are set out in the Strategic report
on pages 2-72 and principal risks and uncertainties
can be found on pages 66-70. The Board requires
management to operate a robust control
framework, which enables risk to be assessed and
managed and reviews the effectiveness of this on
an annual basis. You can find information about our
internal controls framework on page 97.
The Board has implemented a governance
framework and delegation of authority policy
toensure that an appropriate level of oversight is
given to material matters. It has adopted a formal
schedule of matters reserved to it which sets out
the significant matters of focus for the Board due to
their strategic, financial or reputational importance.
The schedule is available on the Company’s website
www.wickesplc.co.uk. You can find more detail on
the activities of the Board on pages 83-84.
In line with the Code, the Board places significant
importance on the appropriate governance of the
Company, discharging its responsibilities not only
through itsown activities, but also through
Committees ofthe Board - the Audit and Risk
Committee; Nominations Committee;
Remuneration Committee and Responsible
Business Committee. You can find more details on
these Committees on pages 86-114.
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 202279
18%
Governance
and
stakeholder
matters
20%
Strategy
27%
Operations
35%
Financial
performance
and risk
Meetings of the Board and its Committees
The Board normally has eight formal meetings
scheduled each year and an annual strategy day.
Additional meetings are held to consider time-
sensitive matters as required.
The number of times the Board and its Committees
met during the year is set out below. Directors
areexpected to attend all Board and relevant
Committee meetings. All meetings were held in
person and there was full attendance by all
members at all meetings during the year.
In the event of a Director being unable to attend a
Board or Committee meeting, a process has been
agreed for the Chair of the respective meeting to
discuss the matters proposed with the Director
concerned in advance, seeking their support and
feedback accordingly. The Chair will subsequently
represent those views at the meeting.
Agenda items are structured to ensure appropriate
time is spent on key areas of focus for the Board and
that it has sufficient time to properly consider and
reach decisions. A programme of work and priorities
is agreed with the Board each year which forms the
basis of the agendas for each meeting, with topical
matters and matters of particular concern or interest
External appointments
Before appointment to the Board, all Directors are
required to disclose any external roles they hold
along with the estimated associated time
commitment. The competing demands on
candidates’ time are carefully considered in the
selection process. Appointment letters set out
thetime commitment expected of each Director.
The significant external appointments of current
Directors are set out in the biographical details on
page 77.
The Board has an Additional External Appointments
Policy and process in place for the consideration
and, if appropriate, approval of additional external
appointments to ensure that each Director
continues to have sufficient time to exercise their
duties effectively. Appointments must be approved
by the Board in advance. Executive Directors are not
permitted to take on more than one Non-executive
Directorship or other significant appointment.
During the year, Mark Clare received approval from
the Board to accept the position of Non-executive
Director and Chair of the Board designate of Ricardo
plc from 1 November 2022 and Chair of the Board
from 17 November 2022. The Board discussed the
proposed time commitment required for this
incorporated as required. Theactivities carried out by
the Board in the year are set out on pages 83-84.
The Chair of the Board meets with the Non-
executive Directors without the Executive Directors
present after each Board meeting and at other
times as required. The Chair of the Board and the
Chairs of each Committee also meet regularly with
the Executive Directors and members of senior
management.
The Senior Independent Director and Non-executive
Directors (excluding theChair of the Board) meet
from time to time and specifically on an annual
basis to assess the Chair of the Board’s
performance.
Independence
Over half of the Board’s members, excluding the
Chair of the Board, are independent Non-executive
Directors. The Chair of the Board was assessed
tobe independent on appointment.
Relationships and circumstances which could
affect the independence of any Director are
reviewed annually and the Board remains
satisfiedthat all Non-executive Directors
remainindependent.
position and took into consideration Mark’s current
external appointment as Chair of Grainger plc.
Having considered that during the year, Mark
hadstepped down from his previous position as
Senior Independent Director at United Utilities
Group plc in July 2022, the Board was satisfied that
Mark would continue to have sufficient time to fulfil
his duties and be effective in his role at Wickes.
The Nominations Committee reviews annually the
external time commitments of the Chair of the
Board and the Non-executive Directors.
Governance support
All Directors have direct access to the General
Counsel and Company Secretary for advice on
governance matters. Directors may also seek
independent professional advice at the Company’s
expense in the furtherance of their duties and there
is an Independent Professional Advice Policy in
place which sets out the procedure. No such
requests were made during the year.
The General Counsel and Company Secretary
supports the Board to ensure that it has the policies,
processes, information, time and resources it needs
in order to function effectively and efficiently.
Board attendance
Name and rolePlc Board
Audit and Risk
Committee
Nominations
Committee
Remuneration
Committee
Responsible
Business
Committee
Christopher Rogers – Chair of the Board8/8n/a3/35/54/4
David Wood – Chief Executive Officer8/8n/an/an/an/a
the Board meetings to ensure colleagues’ views are
fully considered in the Board’s decision making.
Our Code of Business Ethics sets out the standards
and behaviours expected from colleagues and all
colleagues receive training on this annually. It sets
the tone for responsible business behaviour and
legal compliance, and directs colleagues to
Company policies for guidance.
ofcolleague surveys with the Chief Executive
Officer and Chief People Officer; and integrating
informal colleague engagement at store visits.
Understanding customers is at the heart of
everything we do. The Board uses customer
listening groups, surveys and data analysis to
understand customer views and act on what
ismost important to deliver the best possible
customer experience. A monthly management
meeting is dedicated to the customer proposition.
The Board values the opportunity to meet
colleagues from across the business and to interact
with customers. During the year, the Board visited
the Stevenage and Oxford stores and received
toursby the store managers and presentations
from senior management. The Board regularly visits
the Support Centre in Watford, where the majority
of routine Board and Committee meetings are held.
The Board places great importance on ensuring
suppliers are treated fairly. This is a key aspect
ofnurturing long term relationships and building
trusted partnerships with our suppliers. It enables
us to provide the best products at the best prices
for our customers, and is a great platform for both
us and our suppliers to grow. Our suppliers provide
feedback through day-to-day contact with product
teams, our risk assessment surveys and through
our twice yearly supplier forums. During the year,
the Board visited Gower Furniture Ltd, one of our
cabinetry suppliers, and received presentations
from management and a tour of the manufacturing
facilities.
Members of the Board, senior management and the
Investor Relations team hold regular meetings with
existing and potential institutional investors and
analysts to understand their views and policies,
which are reported to the Board.
OUR
WINNING
BEHAVIOURS
WINNING
HUMILITY
CAN DO SPIRIT
AUTHENTIC
BEING
AT YOUR BEST
Whistleblowing
The Company has a Whistleblowing Policy
which iswidely promoted and accessible to all.
Colleagues and others are encouraged and
empowered to speak up openly and raise any
concerns through management or directly to
the Board. Should colleagues or third parties
feel the need to raise concerns which cannot
be resolved through the normal routes of line
or executive management, theCompany has
implemented a third party anonymous online
whistleblowing platform, telephone line and
mobile phone app through which concerns
canbe raised in confidence. Information
aboutthe whistleblowing service is widely
publicised across all sites, referred to in
policies and included in our monthly
colleaguecommunications.
All reports are investigated thoroughly and
appropriate actions taken. The Board monitors
theoperation of the whistleblowing
arrangements and receives reports annually on
notable outcomes and learnings from reports.
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Wickes Group Plc Annual Report and Accounts 202281
The Board received reports on Investor Relations
activities, movements on the share register and
feedback from Shareholder engagement at every
Board meeting. Following year end and half year the
Board receives a detailed presentation covering
Shareholder feedback from the investor roadshows.
The Board noted the questions and issues raised
and ensured that our communications to the
market addressed these. When deciding the
appropriate level of dividend to pay at half year and
year end the Board considered the feedback it had
received from investors and, together with the
strength of the balance sheet, decided to pay a
dividend above the 40% payout ratio previously
announced.
The Chair of the Board wrote to the Company’s
largest Shareholders providing an update on topical
governance matters and inviting Shareholders to
meet with himself and/or the Chairs of each
Committee and a number of Shareholders engaged
with the Company.
The Board encourages Shareholder attendance and
participation at the Company’s Annual General
Meeting, at which all Directors and Committee
Chairs will be available to answerquestions. The
Board intends the 2023 AGM tobe held as a
physical meeting at the Company’s Support Centre
in Watford, Hertfordshire.
At the 2022 AGM held on 26 May 2022, all
resolutions put to Shareholders were approved, with
in excess of 95% of votes in favour for all
resolutions. Shareholders were invited to submit
questions in advance and could also raise questions
during the AGM.
Policies and procedures
The Board has approved a suite of policies,
including our Code of Business Ethics, which
establish a robust system of control and oversight
in matters of ethics and compliance. This is
supported by mandatory training for all colleagues,
appropriate to their role. The Executive Board
oversees the day-to-day operation of these policies
and related procedures and ensures they are
embedded across the business.
Both the Executive Board and the Board have
oversight and receive reports on compliance
withpolicies and procedures at least twice a year.
Shoulda breach of any of these policies occur, there
is a robust incident response procedure in place
and any material issues are escalated to the
Executive Board and, if appropriate, the Plc Board.
Conflicts of interest
The Company has a Conflicts of Interest Policy in
place and all colleagues receive online mandatory
annual training in this area. All Directors are required
to raise any actual or potential conflicts of interest
for consideration and,if appropriate, authorisation.
At every meeting, Directors are asked whether there
are any new potential conflicts of interest to declare
in relation tothe matters on the agenda. Where
such conflicts exist, Directors would be excused
from related discussion and decision making. To
date, no such instance has occurred.
A register of interests and authorised potential or
actual conflicts is maintained and this is reviewed
annually by the Board, with each Director asked to
confirm that the register is accurate and up to date.
Director concerns
Should a Director have concerns about the
operation of the Board or the management of the
Company, these concerns would be discussed by
the Board. If any concerns remained unresolved,
they would be recorded in the Board minutes.
Nosuch concerns were raised during the year.
Governance report continued
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Wickes Group Plc Annual Report and Accounts 202282
BUSINESS PERFORMANCEFINANCIAL PERFORMANCESTRATEGY
KEY ACTIVITIES
CEO report
At each Board meeting, the CEO led discussions
covering all aspects of performance and progress on
key topics including market developments; colleague
feedback and engagement; customer insight;
marketing topics, commercial and supplier activity
and feedback; supply chain and availability
challenges; digital transformation; store refits; and
community and charity projects.
Operational updates
During the year, the Board had deep dive sessions
covering each of the customer propositions: Local
Trade, Do-it-for-me (DIFM) and Do-it-yourself (DIY).
These covered performance statistics, customer
trading metrics, operating costs and controls, and
strategic analysis of business performance.
Technology
The Board received a deep dive session on the
business’s underlying IT infrastructure and
capabilities, as well as considering proposals for
development over the next five years.
KEY ACTIVITIES
CFO report
The CFO led discussions at every meeting on financial
performance including risks and opportunities, and the
financial impacts of the changing macroeconomic
environment during the year.
Results and outlook
On the recommendation of the Audit and Risk
Committee, the Board reviewed and approved the full
year 2021 and half year 2022 results announcement,
and 2021 Annual Report and Accounts, having
considered that the Annual Report and Accounts, taken
as a whole, was fair, balanced and understandable.
Budget and financial plans
At each meeting, the Board considered performance
against the 2022 budget and updated forecasts.
The Board reviewed and approved the budget for
2023 and reviewed the Five-Year Plan.
Investor relations
The Board received updates on Investor Relations
activities and plans and feedback from investor
engagement at every meeting. In May this year, the
Board approved the appointment of Investec Bank plc
as its joint corporate broker.
Treasury and tax
The Board received updates on tax and treasury
matters at every meeting, and approved the
Company’s Tax Strategy.
Dividend and capital allocation policies
During the year, the Board reviewed the capital
allocation policy and dividend policy, and approved
the payment of an interim dividend of 3.60 pence per
share and approved the recommendation of a final
dividend of 8.80 pence per share for the 2021
financial year to Shareholders at the 2021 AGM.
KEY ACTIVITIES
Strategy review
The Board spent a day reviewing current analysis, the
customer and competitor environment, and the new
strategic growth lever progress review. The Board
also received an external perspective on the
economic outlook from its corporate broker Investec.
Strategic deep dives
During the year, the Board received presentations on
the strategy and plans for topics of particular
relevance to the business including customer insight,
store operations, refits, DIY proposition, Trade
proposition, installations and distribution.
Sustainability
The Board approved the submission of the business’s
first near-term Science Based Targets to reduce
Scope 1, 2, 3.1 and 3.11 emissions. Oversight of
performance against the targets was delegated to
the Responsible Business Committee.
BOARD ACTIVITIES
FORTHEYEARENDED
31DECEMBER 2022
The Board held eight scheduled formal meetings
and had an annual strategy day. During 2022, a
number of additional Board meetings and sub-
committee meetings were held to consider
time-sensitive matters including trading updates
forrelease to the market and to approve matters
requiring Board approval under the Matters
Reserved to the Board.
The focus of the Board during 2022 has been on
monitoring the performance of the business against
the backdrop of significant uncertainty around the
economic outlook, refining strategy around our
growth levers and developing strategic options
forfuture growth.
The information on the following pages
demonstrates some of the areasof key activity for
the Board for the financial period ending
31 December 2022 and the key stakeholders
considered as part of the Board’s decision making
process.
STAKEHOLDER KEY
ColleaguesCustomers
SuppliersShareholders
CommunitiesGovernment andregulators
Landlord
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Wickes Group Plc Annual Report and Accounts 202283
Governance report continued
RISK
GOVERNANCE, REGULATORY
ANDCOMPLIANCE
MATERIAL CONTRACTS
ANDARRANGEMENTS
KEY ACTIVITIES
Risk Register
The Board reviewed the Risk Register during the year
and reviewed the reporting on the principal risks and
uncertainties for the 2021 full year and 2022 half year
results.
Autonomy progress
As a principal risk, the Board has received an update
at every meeting on the Separation Programme to set
up the Company’s own systems to replace those
previously provided by the Travis Perkins Plc under a
Transitional Services Agreement (TSA). The Board
closely monitored the key milestones during the year
to launch new Finance, IT and HR systems, and
achieve successful autonomy in line with the original
timeframes set out in the TSA.
Cyber risks and mitigations
The Board received a deep dive report on the cyber
risks facing the business and the mitigations in place,
which included an overview of the key controls and
the results of an internal audit on Information
Security.
Safety updates
The Board considered reports on safety performance
at every meeting along with deep dives at two of its
meetings to evaluate progress and provide insight
and challenge.
TCFD
The Board approved the Group’s Task Force on
Climate-related Financial Disclosures including the
Group’s approach to managing climate-related risks.
Insurance
The Board reviewed the approach for insuring the
Group’s risks and approved the renewal of the
Group’s insurance programme.
KEY ACTIVITIES
Policies and statements
The Board approved updates to Group policies
including the Delegation of Authority Policy and
approved the Group’s Modern Slavery Statement.
Board evaluation
The Board reviewed and discussed the findings from
its first external Board evaluation and agreed actions
to improve the effectiveness of the Board and its
Committees.
Planning
The Board reviewed the forward schedule of activities
at every meeting and discussed options for future
operational site visits.
Employee voice
The Board received an update from the designated
Non-executive Director champion for workforce
engagement, Sonita Alleyne, on the themes arising
from her listening activities and review of colleague
engagement insight.
Compliance
The Board received reports on regulatory compliance
including the operation of and reports via the
Company’s anonymous whistleblowing service.
Cyber security incident
The Board discussed the Group’s response to a cyber
incident resulting in a phishing SMS message being
sent to customers. The incident was reported to the
Information Commissioner’s Office and no regulatory
action was taken.
Consumer Duty
In compliance with the new FCA Consumer Duty
regulations, the Board approved an Implementation
Plan and appointed Sonita Alleyne as the
Non-executive Director Consumer Duty
championfor the business.
KEY ACTIVITIES
Contract approvals
In line with the Delegation of Authority policy, the
Board reviewed and approved a fleet replacement
programme in 2022, a goods for resale contract and
three goods not for resale contracts during the year,
which were material due to their size and strategic
importance.
Banking facilities
The Board is required to approve changes to or new
lending arrangements. During the year, the Board
approved a one-year extension to the existing £80m
Revolving Credit Facilities.
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Wickes Group Plc Annual Report and Accounts 202284
DIVISION OF
RESPONSIBILITIES
The Company’s strong governance framework isbuilt upon a foundation of clear and effective division
of responsibilities between the Board, itsCommittees and operational management. Thisprovides an
effective and robust corporate governance structure to enable agile decision making with robust
controls, which promote the long term and sustainable success of the business.
The responsibilities of the Chair of the Board, CEO, SeniorIndependent Director, Board and its Committees have
been approved by the Board, areset out in writing and are available on the Company’s website
www.wickesplc.co.uk
THE BOARD
The Board is responsible for overall leadership of the business, setting its purpose, values
and strategy and providing a framework of strong governance and effective controls.
COMMITTEES OF THE BOARD
AUDIT AND RISK
COMMITTEE
Provides independent and objective
oversight of the Company’s financial
reporting, systems of internal control,
risk management and compliance, and
the effectiveness of internal and
external audit.
More information can be
found on pages 93-97
NOMINATIONS
COMMITTEE
Reviews the composition and skills of
the Board and leads the process for
appointments to the Board and
Executive team; oversees the processes
for succession planning and the
development of a diverse pipeline.
More information can be
found on pages 86-92
REMUNERATION
COMMITTEE
Determines the Remuneration Policy
and packages for the Chair of the Board,
Executive Directors and Executive Board
members, having regard to workforce
remuneration and related policies and
the alignment of incentives and rewards
with culture.
More information can be found
on pages
101-114
RESPONSIBLE BUSINESS COMMITTEE
Oversees the development of strategy and monitors
performance in relation to environmental, social and
governance matters.
More information can be
found on pages 98-100
DISCLOSURE COMMITTEE
1
The Committee is convened only when a full Board meeting or
an authorised sub-committee meeting of the Board is not
possible. The Committee oversees the Company’s compliance
with its disclosure obligations in line with the UK Market Abuse
Regulation and Listing Rules. This includes consideration of
potentially market sensitive information and the timing and
review of such related disclosures.
1 There have been no meetings of the Disclosure Committee
during 2022 as all disclosure matters have been considered by
the Board.
THE CHAIR OF THE BOARD
The Chair of the Board’s principal
responsibility is the leadership of the
Board and ensuring its effectiveness.
The Chair of the Board encourages a
culture of openness and communication
between members of the Board, ensures
all Directors contribute to discussions and
promotes constructive debate. The Chair
of the Board ensures that Directors receive
accurate and clear information in a timely
manner to enable them to make informed
contributions and to support good
decision making by the Board.
THE CHIEF FINANCIAL
OFFICER (CFO)
The CFO is responsible for managing the
Group’s financial affairs and the system
of internal controls, including risk
management. The CFO supports the CEO
in the implementation and achievement
of the strategic objectives and oversees
the Company’s relationship with the
investment community.
The CFO is appointed as the FCA
approved person for the purposes of the
Group’s consumer credit activities.
SENIOR INDEPENDENT
DIRECTOR (SID)
The SID provides a sounding board for
the Chair of the Board and serves as an
intermediary for the other Directors and
Shareholders should this be required.
The Senior Independent Director meets
with the non-executive directors at least
once a year to appraise the performance
of the Chair of the Board and on other
occasions as appropriate.
INDEPENDENT NON-
EXECUTIVE DIRECTORS
(INEDS)
The independent Non-executive Directors
provide strategic advice and guidance,
offer constructive challenge and hold the
Executive Directors to account.
The Non-executive Directors bring
independent oversight and specialist
advice to support good decision making
by the Board.
THE CHIEF EXECUTIVE
OFFICER (CEO)
The CEO is responsible for the
development and implementation of
strategy and for managing the day-to-day
operations of the business. The CEO
ensures appropriate delegation of
responsibilities to the Executive Board to
ensure decisions of the Board are
implemented. The CEO plays a key role in
devising strategies for review by the
Board and is responsible for updating the
Board on operations of the business.
GENERAL COUNSEL AND
COMPANY SECRETARY
The General Counsel and Company
Secretary is responsible for advising the
Board on all governance, compliance and
legal matters. The General Counsel and
Company Secretary supports the Chair of
the Board and the independent
Non-executive Directors to ensure that
they have access to the necessary
resources and information to operate as a
Board effectively and efficiently.
Executive Board
Oversees the day-to-day management of the business including all matters not contained within the Matters Reserved to the Board and its Committees. The Executive Board is chaired by the CEO.
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Nominations Committee report
Christopher Rogers
Chair of the Board
Dear Shareholder,
I am pleased to present the Nominations Committee
report for the year ended 31 December 2022.
Duringthe year, the Committee held three scheduled
meetings and continued its focus on succession
planning and driving improvements in diversity at
alllevels.
At the start of the year, the Committee was focused
on the search for a new Chief Financial Officer.
Rigorous selection criteria were set and candidates
from a variety of backgrounds, including women and
underrepresented ethnic groups, were shortlisted.
Followingthe appointment of Mark George, we no
longer meet the targets for female representation
onthe Board as set previously by the Hampton-
Alexander Review. We also do not meet the new
targets under the FTSE Women Leaders Review.
However, the Board strongly supports the objective to
promote greater female and ethnic minority
representation on listed company boards and believes
that diversity in the boardroom and workforce is in the
best interests of the business.
During the year, the Committee focused much of
itstime on diversity as part of its review of our talent
pipeline and succession planning for the executive
leadership and the wider workforce. The business
works hard to attract and engage the highest-quality
talent from all backgrounds who will drive the
business forward. Further information on the
diversity of the Board is set out on pages 89-90.
As a newly appointed Board on demerger,
theCommittee is mindful of the need to plan an
orderly succession of the Board in order to avoid
asignificant change to the Board membership in a
short timeframe. This also creates the opportunity to
increase diversity on the Board, as well as rebalance
the skills and experience of the Board as a whole
toreflect the growing needs of the business.
During the year, the Committee also reviewed the
composition of the Board and recommended the
appointment of an additional Non-executive Director
with digital and marketing experience to strengthen
the current skills and experience of the Board. The
criteria for this role also require that the successful
candidate improves the diversity of the Board.
COMPOSITION, SUCCESSION
AND EVALUATION
The Board has established a Nominations Committee to review Board composition
and lead the succession process. Details regarding Board composition, succession
and evaluation can be found inthe Nominations Committee report below.
NOMINATIONS COMMITTEE
REPORT
Committee members
Christopher Rogers, Chair of the Board and
Committee Chair
Mark Clare, Senior Independent Non-executive Director
Sonita Alleyne, independent Non-executive Director
Mike Iddon, independent Non-executive Director
Although only in our second year, our Board
evaluation review was externally facilitated this
yearand the Board was pleased with the feedback
received, particularly on the creation of strong Board
dynamics, providing constructive engagement and
challenge, in a relatively short period of time since
the demerger. The review concluded that the Board
was effective and there were no high-priority or
urgent actions arising. Recommendations to help the
Board continue its development and progress were
agreed. More information on the Board evaluation
isset out on page 91-92.
Looking ahead to 2023, the Committee will focus
onBoard succession planning and driving a diverse
talent pipeline as part of the succession planning
forthe executive leadership over the medium to
longterm, as well as leading on the appointment and
induction of the additional Non-executive Director.
Christopher Rogers
Chair of the Board
22 March 2023
In a challenging external environment,
the role of the Nominations Committee
to ensure that the Board and senior
management have theskills and
experience necessary to succeed, to
maintain robust succession plans and to
continue to build a diverse pipeline of
future talentis more important than ever.
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Wickes Group Plc Annual Report and Accounts 202286
Committee composition
The Committee membership comprises the
Non-executive Directors, including the Chair of
theBoard. Details of the experience and skills of
Directors are set out in the biographies on page 77.
You can find details of meetings and attendance
onpage 80.
Role of the Committee
The Committee’s role is to lead the process for
appointments to the Board and executive leadership
and to ensure orderly succession plans are in place,
as well as overseeing the development of a diverse
pipeline for succession. The Committee also reviews
the structure, size and composition, including skills,
knowledge, experience, independence and diversity
and the length of service of the Board as a whole,
and its Committees, and makes recommendations
to the Board with regard to any changes. The full
responsibilities of the Committee are set out in its
Terms of Reference, which can be found on the
Company’s website www.wickesplc.co.uk
Board composition
The Board comprises six Directors, three of whom
are independent Non-executives. In July 2022,
JulieWirth, Chief Financial Officer, retired and
MarkGeorge was appointed as her successor.
Allother Directors were appointed on 23 March
2021 as part of the demerger and have remained in
their roles throughout the year.
The Board recognises the importance of having
complementary and diverse skills and backgrounds
within its composition, enabling rich and effective
discussions and decision making.
During the year, the Committee reviewed the Board
composition against a skills matrix to ensure that the
Board and its Committees have the skills needed to
provide effective leadership of the Company.
Information onthe key strengths and experience of
each Director can be found on page 77.
To complement and strengthen the Board’s current
skill set the criteria for the additional Non-executive
Director includes digital and marketing experience.
The appointment of an additional Director will also
create an opportunity to increase the diversity on
the Board.
The Committee has reviewed the external time
commitments of the Chair of the Board and each of
the Non-executive Directors. The Board is satisfied that
during the year each Director committed enough time
to be able to fulfil their duties and has capacity to
continue doing so.
Appointments, induction and development
After Julie Wirth signalled her intention to retire
from a full-time executive role, Korn Ferry,
whichhas no connection with Wickes or any of its
Directors, was appointed to assist the Committee
inits search for a new Chief Financial Officer. Open
advertising was not used. The recruitment process
involved setting rigorous selection criteria, in terms
of both technical capabilities and cultural and style
attributes. A diverse longlist of candidates was
presented to the Committee from which a shortlist
of candidates was produced. Candidates on the
shortlist were interviewed bymembers of the
Committee and assessed by Korn Ferry. Following
extensive discussion of the assessments and
feedback from the interviews, Mark George was
recommended by the Committee for appointment
by the Board as Chief Financial Officer. The
Remuneration Committee considered and
approvedthe remuneration arrangements.
Mark George received a comprehensive induction
over several months, which was tailored to his
individual needs and designed to facilitate his
understanding of the business. This included
acomprehensive programme of meetings with
members of the Plc Board, Executive Board, senior
management and key third parties including
brokers, bankers, auditors and consultants; access
to relevant documentation such as recent Board
and Committee papers and demerger documents;
and site visits to stores and distribution centres
toensure he gained a detailed understanding of
business operations and experienced our special
culture in person.
Percentage of time spent by the Committee
6%
Board Composition
and Skills
8%
Governance
86%
Succession Planning
The Chair of the Board discusses specific
development needs with each Director on an
individual basis. Ongoing Board development
takesplace through briefings at Board meetings
and regular store visits. The Board has a long term
development programme of scheduled visits and
activities to enhance the Directors’ knowledge on
the business across the differentiated customer
propositions. This year, the Board visited a key
supplier and previously visited the distribution
centres. Future visits are planned to the outsourced
customer support centre and key stores, as well as
an installations experience to integrate knowledge
of the end-to-end customer journey of the DIFM
proposition. Technical briefings are given to the
Board and Committee meetings on relevant legal
and regulatory developments, including guidance
and policies, or changes,and Directors are
encouraged to attend training to ensure that their
individual development needs are met.
Details of the process in relation to the appointment
of an additional Non-executive Director and their
induction will be set out in our 2023 Annual Report
and Accounts.
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Wickes Group Plc Annual Report and Accounts 202287
Succession planning
The Board recognises that an effective and orderly
succession plan for the Board, ensuring the right
mix of skills and experience of future Board
members, is vital to delivering our strategy.
TheBoard is also committed to recognising and
developing talent within senior management across
the business, creating opportunities to develop
current and future leaders.
All Non-executive Directors were appointed at the
same time in April 2021 ahead of the listing of the
Company on the London Stock Exchange. The
Committee is mindfulof the need for orderly
succession planning to avoid a significant change
to Board membership in a short timeframe and will
start to develop plans for Non-executive Director
sucession in 2023. In line with the Code, Non-
executive Directors will not participate in
discussions concerning their own succession plans.
Given the short tenure of the Non-executive
Directors, although it was agreed that a plan would
need to be developed for orderly succession,
nospecific plans were agreed in the year.
The Committee, with input from the CEO,
considered during the year a talent map of potential
successors for the CEO. The talent map provided a
list of ‘ready now’ and ‘step up’ candidates against a
set of criteria and experiences which would provide
a starting point for recruitment should the need
arise. The map will be refreshed annually and
extended over time to include other Executive
Boardroles.
The plans for succession to other key Executive and
leadership roles in the short, medium and long term
have also been reviewed by the Committee in detail.
The Committee is focused on ensuring there is a
robust pipeline of talent and that these high-potential
colleagues are developed and supported to
preparethem for leadership roles. This includes
strengthening the leadership development
proposition, supporting mentoring initiatives and
planning role moves to provide more experience
earlier in the careers of potential future successors.
Diversity of gender, social and ethnic backgrounds,
and cognitive and personal strengths were
considered carefully to ensure the pipeline
isstrengthened with appropriate skills and
perspectives. Areas for development for succession
candidates to key leadership roles have been
identified and opportunities for them to present to
and engage with the Board have been identified and
planned for future meetings.
The Board believes that succession plans will result
in a continuously robust leadership structure that
can achieve the Company’s purpose and ensure its
long term sustainable success.
1.
SEARCH
The Chair of the Board leads
a process to develop a role
specification setting out the
skills, experience and
background required. The
role specification is placed
with an executive search
agency (the ‘agency’).
2.
LONGLIST
The agency produces a
diverse longlist of
candidates from a wide
range of backgrounds and
industries.
4.
ASSESSMENT
The candidates are assessed
against the specification
including by interview with
Board members.
5.
APPOINTMENT
The Nominations Committee
recommends the preferred
candidate to the Board and
theRemunerationCommittee
considers and approves a
remuneration package.
DIRECTOR
APPOINTMENT
INDUCTION
PROCESS
AND
6.
INDUCTION
The Chair of the Board and General
Counsel and Company Secretary
agree a detailed induction whichis
tailoredtotheindividual’s
experience and specific needs.
3.
SHORTLIST
The Committee considers
a longlist and agrees a
shortlist of candidates.
Our approach is designed
to ensure a thorough and
inclusive process.
Nominations Committee report continued
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Wickes Group Plc Annual Report and Accounts 202288
Inclusion and diversity statement
The Board believes an inclusive culture is a key
driver of business success. It is committed to
having inclusive and diverse leadership which
provides a range of perspectives, insights and the
challenge needed to support good decision making.
Board membership reflects a range of skills,
backgrounds and business experiences which
facilitates a broad evaluation of matters considered
by the Board and contributes to a culture of
collaborative and constructive discussion.
As at 31 December 2022
1
, the Board comprises three
male Non-executive Directors (including the Chair of
the Board), one female Non-executive Director and
two male Executive Directors and, assuch, the
Company did not meet the targets on board diversity
relating to female representation on the Board as set
out in Listing Rule 9.8.6R(9)(a)(i) and (ii), which
require at least 40% of the individuals on the Board to
be women and at least one woman holding the
position of Chair, CEO, Senior Independent Director
or CFO. The Board meets the Listing Rule 9.8.6R(9)
(a)(iii) target of having one director from a minority
ethnic background. It is the intention of the Board,
through the Nominations Committee, to focus on
diversity as part of its succession planning.
The Board strongly supports diversity in its
broadest sense in the boardroom, although it
recognises that being a recently formed Board
andrelatively small in size will make achieving
diversity targets more challenging in the short term.
In accordance with Listing Rule 9.8.6R(10),
theprescribed numerical data on the ethnic
background and the gender identity of the Board
and the Executive Board is set out in the tables
onpage 90. The Board also supports the Parker
Review regarding ethnic diversity on UK boards,
published in 2017, and continues to meet the
ParkerReview target of at least one director of
colour by 2024.
In line with our colleague inclusion and diversity
policy, the Board remains committed to improving
gender diversity at all levels. Members of the
Executive Board comprise two female and six male
members, representing a gender split of 25%
female and 75% male. The senior leadership team
(direct reports to the Executive Board) have a
gender split of 39.58% female and 60.42% male.
A key part of the People pillar of the Board’s
Responsible Business Strategy is our early careers
proposition, which includes apprenticeships,
traineeships and graduate placements. The Board
is committed to building skills in our local
communities to create a diverse and inclusive talent
pipeline for the business and to benefit wider
society. Through our apprenticeship schemes and
Kick Start programmes, we have created
opportunities to attract a significantly more diverse
workforce. We also have graduate and specialist
rotation programmes, which help us to build our
colleague capability and deliver our business
strategy. In 2022, the Board has committed to
offering 200 early careers places over the next three
years and has so far offered 172 places.
The Board places great importance on fostering
aninclusive and diverse workforce which is
representative of the communities in which we
operate. The Board, Nominations Committee and
the Executive Board receive regular updates on the
progress of inclusion and diversity initiatives and
feedback from colleagues to monitor progress
against our aim of ensuring all colleagues have an
opportunity to get on and feel at home at Wickes.
Further details of the Company’s approach to
diversity and inclusion can be found on pages
35-39.
1 31 December 2022 is the Company’s chosen reference date forthe
purposes of reporting against Listing Rule 9.8.6R(9).
2 ‘Executive Board’ means ‘senior management’ for the purposes of
the Code and the requirements of Provision 26 and includes the
Company Secretary.
1
Female
5
Male
1
Black - Caribbean
5
White British
2
Female
6
Male
1
Other Ethnic Group
7
White British
39.6%
Female
60.4%
Male
38.8%
Female
61.2%
Male
PLC Board gender identity and ethnicityExecutive Board gender identity and ethnicity
2
Direct reports of the Executive Board
genderidentity
All other colleagues gender identity
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Wickes Group Plc Annual Report and Accounts 202289
Reporting table on ethnicity representation
No. of Board
members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
& Chair)
Number in
executive
management
Percentage of
executive
management
White British or other White (including
minority-white groups)583.34787.5
Mixed/Multiple Ethnic Groups———
Asian/Asian British———
Black/African/Caribbean/Black British116.7———
Other ethnic group, including Arab———112.5
Reporting table on gender representation
No. of Board
members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
& Chair)
Number in
executive
management
Percentage of
executive
management
Men583.34675.0
Women1 16.70225.0
Diversity data
In accordance with Listing Rule 9.8.6R(10),
theprescribed numerical data on the ethnic
background and the gender identity of the Board
and the Executive Board is published here.
For the purposes of making these disclosures, the
Company has collected this data byasking each
Director or officer of the Company to confirm their
gender identity and ethnic background directly.
Each response is recorded on the Company’s
HRsystem.
Inclusion and Diversity policy
This year, the Board approved a Board Inclusion and
Diversity policy and will now monitor compliance
against the objectives contained therein annually.
The Board policy compliments the Company’s wider
colleague inclusion and diversity policy, which has
previously been used as the diversity policy applied
to the Company’s administrative and management
bodies, the Board and its Committees.
Our ambition through both the Board and colleague
inclusion and diversity policies is to make everyone
‘Feel At Home’ and able to bring their authentic
selves to work: knowing their safety, happiness
andwellbeing is at the heart of our thinking.
2023 Board Inclusion and Diversity policy targets
The Board Inclusion and Diversity Polciy states that
the Board is committed to promoting inclusion and
diversity in the boardroom and aims to meet
industry targets and recommendations while
recognising that there may be periods when this
balance is not achieved. This includes the diversity
targets recommended by the FTSE Women Leaders
Review and Parker Review, with targets as follows:
–female representation on the Board of at least
40%;
–at least one of the roles of Chair, Senior
Independent Director, Chief Executive Officer
orChief Financial Officer filled by a woman; and
–at least one Director from a minority ethnic
background on the Board.
We will be reporting against the Board Inclusion
andDiversity Policy in next year’s Annual Report
and Accounts.
Nominations Committee report continued
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Wickes Group Plc Annual Report and Accounts 202290
The Board Alchemy report concluded that the Board
and its Committees was operating effectively. A
discussion of the Board effectiveness review report,
outlining the Board’s current strengths, challenges
and recommendations was facilitated by Board
Alchemy at the November Board meeting.
Board evaluation – key findings
The Board evaluation review concluded that the
Board was effective and there were no high-priority
or urgent recommendations arising. It found that
the Non-executives, as a group, have strong listed
company experience and this had served the
Company well asa recently listed company. The
Board has strong finance expertise, which reflects
itself in the focus of the Board and its areas of
challenge, although good focus is also given to a
wide range of other areas. The review noted the
valuable perspective brought by the different
Non-executives’ backgrounds and remits. The
Board is well led bythe Chair of the Board, who has
extensive listed company experience himself.
Feedback from interviews indicated that the CEO
leads the company well. He is visible across the
organisation and engages well with colleagues at all
levels.
The newly formed Board has benefited from its Board
meetings being held face-to-face during the year,
notwithstanding the challenges of the pandemic, and
holding regular Board dinners, which have contributed
to a good dynamic. The review found there to be open,
constructive and supportive relationships between the
Chair of the Board and CEO, and Chair of the Board and
SID. The review noted the good governance
arrangements that are in place, such as role
descriptions for the Chair of the Board, SID and CEO,
and good delegation by the Board to its Committees,
with well-considered and clear Terms of Reference.
The review highlighted where further skill and
experience capabilities could strengthen the
Board’s current skillset and the need for the Board
to work to improve its diversity. The observed Board
meeting dynamic had good discussion, debate and
challenge.
Board evaluation
The Code requires the Board to undertake a
formaland rigorous annual evaluation of its own
performance and that of its Committees and
individual Directors. The evaluation should be
externally facilitated at least once every three years.
This year’s annual Board effectiveness review was
facilitated externally, for the first time, by Board
Alchemy, an independent specialist consultancy,
and supported by the Company Secretary. Rather
than wait until its third year as a listed company,
theBoard decided to have an external review in its
second year as it felt that it would be agood time
toreflect on Wickes’ governance processes and
identify any opportunities to refine and improve
Board governance. A competitive tender process
was undertaken, which involved the Chair of the
Board and Company Secretary meeting with a short
list of providers and giving feedback to the Board.
Board Alchemy had no previous connection with the
Company. The Board was satisfied that the reviewer
was suitably qualified and experienced to conduct
the effectiveness review and that Board Alchemy
followed the principles set out in the Code of
Practice for independent reviewers.
The review included: one-on-one interviews with
each Board member, followed by individual
meetings with members of the Executive Board, the
former CFO and the external audit partner; a review
of the recent Board and Committee papers; and
observation of the October 2022 Board meeting.
The Board’s focus on strategy was found to be
appropriate and the review highlighted that, looking
forward, more time would be devoted to longer-term
strategy, moving on from the Board’s focus on the
immediate period after the demerger and the
impact of the current economic climate.
The Board gave good consideration to risk,
supported by the Audit and Risk Committee, and
haddeveloped an embedded risk culture when
deliberating and making decisions. Board members
showed considerable interest in stakeholder matters
and received regular updates at the Board, as well as
having direct involvement with several stakeholder
groups, including colleagues and investors.
The review also made recommendations in relation
to internal audit and risk management following
feedback on the outsourced internal audit function.
2022 Action plan
The Board considered all of the recommendations
contained in the review and developed an action plan
which will be reviewed by the Board during 2023 to
ensure progress is being made.
The key actions agreed by the Board arising from
the review were as follows:
1. Develop a plan for the orderly succession and to
increase the diversity of the Board.
2. Continue to develop relationships between Non-
executive Directors, the Executive Board and
colleagues.
3. Keep the forward plan under review to ensure
strategic matters are appropriately scheduled.
4. Propose a plan for the future provision of
internal audit services.
5. Map out key risks to Board agendas and
ensurekey risk owners present to the Board at
least once every year.
This summary of the 2022 external board evaluation
process and disclosure of the evaluation findings has
been reviewed and agreed with Board Alchemy.
Despite all Board members being
relatively new to each other and
effective new working relationships
needing to be established, the Board
has formed well and quickly.
BOARD ALCHEMY
November 2022
YEAR 2
2022
EXTERNAL
YEAR 5
2025
EXTERNAL
YEAR 1
2021
INTERNAL
YEAR 3
2023
INTERNAL
YEAR 4
2024
INTERNAL
BOARD EVALUATION
REVIEWTIMELINE
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Wickes Group Plc Annual Report and Accounts 202291
Progress against 2021 Board evaluation actions
During the year, the Committee monitored progress against the agreed key actions arising from the
internally facilitated 2021 Board evaluation. A summary of the actions and progress is set out below.
Forfurther information on the 2021 Board evaluation process, please refer to the 2021 Annual Report
andAccounts.
AREAACTIONPROGRESS
Board agendaThe forward agenda would be updated
to incorporate priority topics identified
in the strategy meeting and to include
more focus on areas highlighted by the
Board of significant interest or relevance.
Additional agenda items were added
tothe Board’s schedule covering
topicsof interest, including customer
engagement and insights, supplier
engagement, employee feedback and IT
matters. The forward agenda is regularly
reviewed by the Chair of the Board, CEO
and Company Secretary, and is tabled at
every Board meeting forreview, which
allows flexibility for emerging discussion
topics to be addedand other changes to
be made where appropriate.
Board papersManagement would review papers with
a view to making them more concise.
Guidance on drafting Board papers was
shared with senior management. Work
is ongoing to further streamline
reporting to the Board.
Board meetingsThe frequency of Board meetings would
be kept under review.
The number of scheduled Board
meetings was reduced by one and
the2022 evaluation concluded the
frequency was appropriate.
Additional training,
including
environmental, social
and governance (ESG)
and digital topics
Additional training would be arranged
for Board members with a focus on
ESG and digital topics.
Training on ESG matters was provided
through the Responsible Business
Committee meetings. Briefings on digital
developments and cyber risk were
delivered to the Board during theyear.
Director performance reviews
The Chair of the Board reviewed the performance
ofindividual Directors, taking into account
feedbackfrom the other members of the Board,
anddiscussed any identified development needs with
each Director.
The performance review of the Chair of the Board
was conducted by the Senior Independent Director
supported by Board Alchemy. The review included
feedback from Board and Executive Board members
gathered from a questionnaire and individual
interviews with Board Alchemy.
Election and re-election of Directors
The Board has confirmed, following a performance
review, that all Directors continue to perform
effectively and demonstrate commitment to their
roles. All Directors will submit themselves for election
or re-election at the forthcoming AGM. Directors do
not participate indiscussions involving their own
reappointment.
Nominations Committee report continued
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Wickes Group Plc Annual Report and Accounts 202292
onthe Company’s risk management approach
andreviewed the principal and emerging risks
anduncertainties with a focus on supply chain, cyber
security and data privacy.
During the year the Committee was briefed on
preparations for the anticipated changes in audit
and corporate governance requirements following
the publication of the Government response to its
consultation paper ‘Restoring trust in audit and
corporate governance’ last year.
Looking ahead to 2023, the Committee will remain
focused on evolving the internal control framework
and preparing for the Government’s proposed
corporate governance reforms.
Mike Iddon
Chair of the Audit and Risk Committee
22 March 2023
Dear Shareholder,
I am pleased to present the Company’s Audit
andRisk Committee report for the year ended
31 December 2022.
In its second year of operation since listing, the
Committee met six times and I am pleased with
theconstructive environment that has been created,
providing supportive challenges to management,
open discussion and promoting transparent
reporting. As Chair of the Committee, I have
fostered goodworking relationships with the
external and internal auditors through regular
dialogue, particularly during the financial reporting
periods, toreceive feedback on their audit work.
The Committee has continued to prioritise the
development of internal financial processes and
controls, building on work undertaken in the
previous year. Taking into account observations
from management, and also the external and
internal auditors, we recognise the need for a
continued high level of focus on enhancing and
embedding financial controls around the new
finance system launched at the end of 2022.
I am pleased to note that the cut over to the new
system, which marked a key milestone in the
separation from Travis Perkins plc, was executed to
a high level of quality and provides a solid
foundation on which to deliver greater automation
throughout the financial processes, and presents a
great platform to improve the efficiency, timeliness
and quality of the financial controls.
The Committee will closely monitor progress in
delivering these improvements, in particular in
relation to the significant accounting areas,
including the production of impairment calculations
and the recognition of DIFM revenue. For both of
these areas, alongside enhancements to controls,
we would envisage more work being completed by
management ahead of the 2023 year end.
As usual, the Committee has spent time during
theyear reviewing financial results, assessing the
accounting policies and procedures adopted by
management. In particular, the Committee reflected
on the uncertain economic backdrop and its impact
on the calculation of impairments on store-related
assets and the carrying value of investments in
subsidiaries. The Committee also reviewed the
recognition of revenue in the DIFM segment.
Building on the establishment of the Group’s Risk
Register in 2021, the Committee received updates
AUDIT AND RISK
COMMITTEE REPORT
Committee members
Mike Iddon, Chair of the Committee, independent
Non-executive Director
Mark Clare, Senior Independent Non-executive Director
Sonita Alleyne, independent Non-executive Director
Mike Iddon
Chair of the Audit and Risk
Committee
The Committee has fostered adynamic
working relationship to bring together
stakeholders to focus on building a strong
internal control environment topromote
the long term success of thebusiness.
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 202293
Committee composition
The Committee membership comprises three
independent Non-executive Directors, with the Chair
of the Committee having recent and relevant
financial experience. The Committee as a whole
has relevant experience and competencies in the
retail sector. The Chair of the Board is not a member
of the Committee but was invited to and attended
all meetings in 2022. You can find details of
meetings and attendance on page 80.
Role of the Committee
The role and responsibilities of the Committee are
set out in the Committee Terms ofReference, which
are available on the Company’swebsite at
www.wickesplc.co.uk, andinclude the following:
–Monitoring the integrity of the financial statements
and related announcements and reviewing
significant financial reporting judgements.
–Advising the Board on whether the
AnnualReportand Accounts, taken as a whole,
isfair, balanced and understandable.
–Reviewing the Company’s internal financial
controls and internal control and risk
management systems and, where appropriate,
tomake recommendations to the Board.
–Monitoring and reviewing annually the
effectiveness of the internal audit function.
–Making recommendations to the Board
regardingthe appointment, reappointment and
removal of the external auditor and approving
itsremuneration and terms of engagement.
–Reviewing the effectiveness of the external audit
process, including monitoring the independence
and objectivity of the external auditor and making
recommendations on when to undertake a
competitive tender for statutory audit services.
–Determining the policy on non-audit fees and
monitoring the provision of non-audit services
–Considering the Company’s emerging and
principal risks and uncertainties, and reviewing
the mitigating actions management has taken to
ensure that these risks are appropriately
monitored and controlled.
Operation of the Committee
Prior to the start of each Committee meeting,
theChair of the Committee meets with the internal
and external auditors and members of the
Committee without the Executive team present to
discuss anyrelevant matters.
The Committee receives reports and updates from
both the internal and external audit functions; along
with reports on any non-audit services provided and
howthese meet the Non-audit Fees Policy. The
Committee has a structured forward looking
planner to ensure that the responsibilities of the
Committee are discharged during the year. The
content of the forward planner is regularly reviewed,
which also allows for the planner to evolve to reflect
the changing needs of the business.
The Chair of the Committee meets with both the
internal and external auditors, and executive
management, outside of formal meetings
aspreparation for the Committee meetings and
todiscuss any areas of concern or significance.
Percentage of time spent by the Committee
19%
Controls
11%
Governance
13%
Internal Audit
18%
Financial Reporting
10%
Risk
29%
External Audit
Work of the Committee
During the year, the Committee held six scheduled
meetings. A summary of the key activities of the
Committee is set out below.
Oversight of the preparation of financial results
Following the conclusion of the audit of the 2021
financial results, which were the first full year
results for the business as an independent listed
entity, the Committee carried out a detailed review
with management to identify process
improvements for future financial reporting periods,
supported by both internal and external audit.
Monitoring the internal control environment
A key area of focus for the Committee was to
continue to track progress against improvements to
the Group’s internal controls. Following the
Committee’s review of the first set of financial
statements (described above), a control
improvement plan, incorporating recommendations
from both management and external audit, was
agreed and monitoring completion of actions is
now a standing item on the Committee’s agenda
and is discussed at each meeting. Substantial
progress has been made during the year, including
the implementation of thenew finance system.
However, this area is a key priority for the business
and as such will be closely monitored by the
Committee in 2023.
Implementation of new finance system
The Committee closely monitored the
implementation of new finance system and the
migration from Travis Perkins Plc’s finance systems
as part of the separation programme by receiving
reports from the steering committee set up to
manage the project. The embedding of this system
and the continuing development of process and
control improvements will remain an area of interest
to the Committee inthe short term.
Proposed audit and corporate governance reforms
Duringthe year, the Committee received input fromthe
external and internal auditors on the Government
consultation on the reform of audit andcorporate
governance and the Government response to the
consultation. The Committee will continue to monitor
the Group’s readiness for any proposed reforms and
any necessary improvement activity required, and this
will become a key priority for the business alongside
strengthening the internal controls environment.
Risk management oversight
During the year, the Committee has regularly received
risk management updates, including reviewing the
approach to key risks, risk appetite, tolerance and
strategy. The Committee undertook adetailed review
of the Risk Register as part of the2021 year end
process and in support of the 2022 half year reporting.
More information on the Committee’s oversight of risk
management can befound on page 97 and the
principal risks and uncertainties for the Group are set
out on pages 66-70.
FRC Corporate Reporting Review 2022
In August 2022, the Company received a letter from
the Supervision Committee of the FRC following a
review of the Annual Report and Accounts for the
53 weeks ended 1 January 2022 in accordance with
Part 2 of the FRC Corporate Reporting Review and
Operating Procedures
(1)
.
The letter confirmed that following the review there
were no questions or queries that the FRC wished
to raise. The letter did note a number of matters
where the users of the Annual Report and Accounts
could benefit from improved disclosure and these
matters have been considered when preparing the
2022 Annual Report and Accounts.
(1) The FRC’s review was based on the Group’s Annual Report and
Accounts for the 53 weeks ended 1 January 2022 (the 2021
Accounts). It was conducted by staff of the FRC who have an
understanding of the relevant legal and accounting framework but
no detailed knowledge of the Group’s business or an understanding
of the underlying transactions entered into by the Group. The FRC’s
review provides no assurance that the 2021 Accounts are correct in
all material respects and the FRC’s role is not to verify the
information provided but to consider compliance with reporting
requirements. The FRC’s letters are written on the basis that the
FRC (which includes the FRC’s officers, employees and agents)
accepts no liability for reliance on them by the Company or any
third party, including but not limited to investors and Shareholders.
Audit and Risk Committee report continued
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 202294
Internal audit reporting
At every meeting, the Committee received and
reviewed reports from internal audit setting out
progress against the agreed Internal Audit Plan,
findings from individual internal audits undertaken
and progress against audit actions previously
identified. During the year, a number of minor
changes were made to the Internal Audit Plan to
ensure the plan focused on the key needs of the
business, such as adding an audit on the migration
of the finance systems and removing the audit on
flexible working. Timings of audits were also
adjusted to ensure that management resources were
available to fully support and engage with the internal
audit teams. You can read more information on the
provision ofinternal audit services on pages 96-97.
Governance oversight
In addition to the key matters discussed above,
during the year the Committee also undertook the
following activities: a review of the Committee’s
Terms of Reference; a review of the performance
ofthe internal and external auditors; regular
oversight of contractor and consultancy spend;
andmonitoring of non-audit fees. The Committee
received a briefing from management on fraud
prevention procedures, which include anti-bribery
and anti-money laundering controls and policies,
regular Key Control Audits of stores and distribution
centres, training colleagues on fraud prevention and
supporting fraud detection through whistleblowing.
Significant audit issues considered during the year
The following are the key matters associated with
the Group’s financial statements forthe year ended
31 December 2022 that were considered by the
Committee. This is not a complete list of all
accounting issues, estimates and policies, but
includes those which the Committee believes are
the most significant and discussed most
prominently.
In reaching its conclusions, set out in more detail
below, the Committee considered papers and
explanations given by management, discussed
each matter in detail, challenged assumptions and
judgements made and sought clarification where
necessary. It reviewed and discussed internal
auditreports in respect of the matters under
consideration and the Committee also received
areport from the external auditor on the work
undertaken to arrive at the conclusions set out
initsaudit report on pages 119-126 and had
theopportunity to discuss it with the external
auditor in depth.
Area: The carrying value of right-of-use assets
The Group balance sheet contains £542.4m
(2021: £604.4m) of right-of-use assets. The
Directors are required todetermine whether those
assets have suffered any impairment whenever
there are indicators of possible impairment. They
do so by comparing the present value of future cash
flows for each cash generating unit (CGU) with the
carrying value of assets. CGUs are determined to be
individual stores: each store’s profitability is
reviewed, after apportioning an appropriate amount
of central costs, to identify which stores show
indicators of impairment, with a full impairment
analysis then being performedon those stores that
are considered toshow such indicators.
The calculations undertaken to help arrive at a
conclusion incorporate a consideration of the risks
associated with each CGU and are based upon
forecasts of their long term future cash flows, which
by their nature require judgement to be exercised
and are subject to considerable uncertainty.
The cash flow forecasts used for impairment
considerations are prepared taking into
consideration the historical financial performance,
the annual budget, the Five-Year Plan presented to
and approved by the Board of Directors, plus an
estimate of the long term growth rate beyond the
Five-Year Plan.
Factors considered and conclusions reached
Management presented the Committee with
paperssetting out the results of the work
performed, the methodology used, the assumptions
made and the conclusions reached. Management
explained to the Committee how the cash flow,
central cost allocation and discount rate
calculations were prepared, how individual stores
were determined to be potentially impaired, the key
assumptions and judgements that were made and
how sensitive the cash flows were to changes in key
assumptions.
After reviewing these papers and obtaining further
explanation where necessary, the Committee
concluded that management’s final position,
afterappropriate challenge and review, reached
abalanced and reasonable conclusion regarding
the impairment charge recognised and included
acceptable judgements.
Area: Revenue recognition in respect of
DIFM revenue
The Group recognised £371.1m (2021: £300.2m) of
revenue inthe financial year in respect of DIFM
revenue and carried deferred DIFM revenue of
£43.6m (2021: £60.6m) as aliability on its balance
sheet where orders had been paid in advance but
either fully or partially undelivered at the period end.
DIFM revenue represents a large number
ofindividual transactions and recognition is driven
from a number of different systems, including the
product delivery system,the ordering system, as
well as the data automatically posted in the finance
system, witheach system showing some timing
differences on the point of completion of individual
orders. To ensure appropriate revenue recognition
in the accounting records, management therefore
maintains a separate order book to track the
revenue that should actually berecognised in the
period.
Factors considered and conclusions reached
Management performs a significant amount of
analysis and reconciliation to compare revenue
recognised by each system, determine how the timing
differences arise and ensure revenue is appropriately
recognised in line with its accounting policies.
Management reported to the Committee on the
outcome of this exercise through the audit period
and presented final papers to the Committee at the
year end setting out how conclusions were reached
on the reported revenue.
The Committee reviewed and discussed the
information presented, received a report from the
external auditor on the work undertaken to arrive
atthe conclusions set out in its audit report and
discussed the progress with the external auditor.
After reviewing these papers and obtaining
furtherexplanation where necessary, theCommittee
concluded that the process of review and controls
operated by management had resulted in an
accurate revenue anddeferred revenue number
being reported in thefinancial statements.
Area: The carrying value of investments
insubsidiaries (Company only)
The Company balance sheet contains £598.9m
(2021: £770.8m) of investments, representing its
investment in Wickes Group Holdings Limited.
TheGroup contains only one trading entity, Wickes
Building Supplies Limited, and the investment
therefore represents the entire trading business.
The Directors are required to determine whether
this investment has suffered any impairment
whenever there are indicators of possible
impairment. They do this by comparing the
netpresent values of future cash flows from
theinvestment with the carrying value of the
investment in the balance sheet.
The calculations undertaken to help arrive at a
conclusion incorporate a consideration of the risks
associated with the business and are based upon
forecasts of its long term future cash flows, which
by their nature require judgement to be exercised
and are subject to considerable uncertainty.
The cash flow forecasts used for impairment
considerations are prepared taking into
consideration the historical financial performance,
the annual budget and the Five-Year Plan presented
to and approved by the Board of Directors.
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Wickes Group Plc Annual Report and Accounts 202295
Factors considered and conclusions reached
Management presented the Committee with papers
setting out the results of the work performed, the
methodology used, the assumptions made and the
conclusions reached. Management explained to
theCommittee how the cash flow and discount rate
calculations were prepared, the key assumptions
and judgements that were made and how sensitive
the cash flows were to changes in key assumptions.
After reviewing these papers and obtaining
furtherexplanation where necessary, the
Committee concluded that management’s final
position, after appropriate challenge and review,
reached a balanced and reasonable conclusion
regarding the impairment charge recognised
andincluded acceptable judgements.
External audit
KPMG LLP (‘KPMG’) continued as our external
auditor for the financial period ended 31 December
2022, having been reappointed as auditor of the
Company on 26 May 2022 byShareholders at
theAGM.
KPMG was appointed under a competitive audit
tender whilst the Company was part of Travis
Perkins Plc in 2015. The Company became a public
interest entity (PIE) in April 2021 as a result of the
demerger from Travis Perkins Plc. Therefore, under
1 For David Wood, base salary, benefit and pension figures relate to the full financial year. For Mark George, figures reflect the date he became a Director of Wickes Group Plc (6 July 2022). For Julie Wirth, figures reflect the period up to 31 July 2022, which was her leaving date. Please note that
the 2021 salary, benefits and pension figures for David Wood and Julie Wirth relate to the period 23 March 2021 to year end, reflecting the date they became Directors of Wickes Group Plc, as disclosed in last year's Annual Report and Accounts.
2 Includes the cost to the Company of private medical insurance and company car benefit. David Wood and Julie Wirth also received a fuel allowance.
3 Pension contributions equal to 10% of base salary were paid in cash in respect of 2022, in line with the maximum rate available to the wider workforce.
4 One third of bonus earned will be deferred into shares, in line with Policy.
5 For David Wood, figures relate to the second tranche of the Transitional Award due to vest on 28 April 2023 (subject to achievement of the performance underpin). The award has been valued using the average three-month share price to 31 December 2022 of £1.354 (see further details on
page106). Please note that the estimated figures disclosed in the previous Annual Report for the 2021 Transitional Award vesting have been restated to reflect the share price on the date of vesting. The estimated share price used was £2.260 and the actual share price on vesting was £1.960.
The differences in value were £58,742.10 for David Wood and £35,601.30 for Julie Wirth.
6 Mark George received a one-off cash buyout award upon joining of £183,973 (see further details on page 108).
7 The 2021 fees shown for Christopher Rogers, Mark Clare, Sonita Alleyne and Mike Iddon relate to the period each of them commenced qualifying services during 2021, as disclosed in last year's report.
8 The 2022 totals exclude Julie Wirth.
9 Alan Williams resigned as a Director of the Company on 23 March 2021. In the period from 27 December 2020 to 23 March 2021, he carried out administrative services for the Company and its subsidiaries.
Base salary
Salary effective from
1 April 2022
David Wood£507,375
Mark George £375,000
1
1 Since appointment as Chief Financial Officer on 6 July 2022.
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Wickes Group Plc Annual Report and Accounts 2022105
Annual Report on Remuneration continued
Benefits
For 2022, benefits for Executive Directors included the provision of private medical insurance, life
assurance, income protection and a company car or car allowance.
Pension
David Wood and Mark George received pension contributions equal to 10% of base salary paid in cash in
respect of 2022, which is in line with the maximum rate available to the wider workforce.
Annual bonus
The table below sets out details of the bonus targets and outturns for 2022:
Measure
Weighting %
of bonusThresholdOn-targetMaximumActual
%
achievement
of bonus
Discretion or
adjustment to
targets?
Profit before tax
(adjusted)*70%£85.6m£90.1m£99.1m£75.4m0%N
Free cash flow**20%£57.3m £63.7m £76.4m£29.0m0%N
ESG
% female
representation in store
leadership2.5%29%30%32%30.26%1.33%N
% female
representation in
Support Centre
management2.5%46%47.9%49%44.31%0%N
Carbon Disclosure
Project scoring2.5%D-DC-B-2.5%N
Store energy
reduction2.5%2%3%5%2.28%0.83%N
Total outturn100%4.66%
* Excludes adjusting costs such as demerger costs and IT separation costs.
** The increase in cash from operating activity less capital investment and excludes adjusting items, dividends and share purchases.
Further details on performance against the ESG targets is below:
–% female representation in store leadership: We saw a positive increase of 21 females during the year,
partly due to a higher female internal promotion rate for Operations Managers.
–% female representation in Support Centre management: We saw a positive increase of 7 females during
the year, however the percentage increase in the number of males was higher.
–Carbon Disclosure Project scoring: We received a B- scoring for our first CDP disclosure as an
independent business, which is above maximum target. Effective management of our climate risks and
opportunities was a key factor.
–Store energy reduction: We reduced electric and gas primarily through the focus given to this by our store
teams.
Long term incentives
The Transitional Awards were intended to address a long term incentive ‘gap’ whereby Wickes executives
and management would not otherwise have had any LTIPs vesting until 2024 as no awards were made to
the executives from Travis Perkins Plc in 2019. The awards were granted to ensure the remuneration
offering remains market competitive during these first few years of operation and to reward management
for their role in the demerger and transformation of Wickes into an independent listed business.
Vesting of the Transitional Awards is dependent on achievement of the following performance underpin conditions:
–Personal performance
–Underlying corporate performance:
– For T1: 70% of the 2021 bonus profit target (£66.2m)
–For T2: 70% of the 2022 bonus profit target (£63.1m)
–Any Shareholder concerns
–Any other factors the Committee may consider relevant.
In the case of significant failure on the part of the Company or the participant, vesting may be reduced,
including to nil.
The first tranche (T1) of the Transitional Awards vested in full on 28 April 2022 following achievement of the
performance conditions outlined above. The 2021 bonus profit outcome was £116.3m.
The second tranche (T2) is due to vest for David Wood on 28 April 2023 based on achievement of the
performance conditions. The corporate performance element of the underpin for the second tranche of the
Transitional Awards has been met. A final decision on the underpin will be made on 28 April 2023. The share price
used to value the awards for the purpose of the single figure was £1.354 compared to a share price of £2.212 on
the date of the award. Therefore, no portion of the value disclosed is attributable to share price appreciation.
Payments to past Directors and payments for loss of office (audited)
As disclosed in last year’s Directors’ Remuneration Report, Julie Wirth retired as Chief Financial Officer
from 31 July 2022. The Remuneration Committee determined that Julie Wirth would receive good leaver
status only in respect of the incentives where the performance period was fully completed at the date of
leaving and only to the extent that the associated performance conditions were met. All other terms were
operated in line with those previously disclosed:
–Base salary and associated benefits were paid until the leaving date.
–No eligibility to receive a bonus in respect of the period of 2022 served in role.
–No eligibility to receive an LTIP grant in 2022.
–The 2021 LTIP award lapsed in full.
–The second tranche of the Transitional Awards (awarded in respect of the demerger from Travis Perkins
Plc) lapsed in full.
The following incentives were permitted to vest:
–The first tranche of the Transitional Awards.
–The 2021 bonus (including deferred element).
There were no other payments made for loss of office or to past Directors.
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 2022106
Statement of Director shareholdings and share interests (audited)
A summary of the Directors’ share interests is set out below.
Shares ownedAwards over nil cost options – 2022
Director 31 Dec 202231 Dec 2021Exercised
Vested but not
exercised
Unvested and
subject to
continued
employment
Unvested and
subject to
performance
Shareholding
requirement
Deferred annual
bonus plan (DABP)
Shareholding as %
of salary
Executive Directors
David Wood367,43616,615204,303001,078,475200%99,169121%
Mark George0–00148,114454,362200%00%
Julie Wirth
1
6,0676,0670123,82000–60,102–
Non-executive Directors
Christopher Rogers71,27271,2720000–––
Mark Clare42,79740,0000000–––
Sonita Alleyne000000–––
Mike Iddon000000–––
1 The figures shown for Julie Wirth relate to her shareholding at her departure date of 31 July 2022. In line with Policy, post-departure Julie Wirth is expected to retain the lower of 100% of her actual shareholding at cessation and 200% of salary, for two years after leaving.
Shareholdings include all shares beneficially owned by the Director and their partner and the post-tax value of any awards that have vested but have not been exercised. Unvested awards subject to performance or
continued employment are not counted. The calculation is based on the closing share price at year end of £1.463. There have been no changes in the shareholding of Directors between 31 December 2022 and the date
this report is signed.
The Executive Directors have five years to meet their shareholding guidelines, in line with Policy.
Share awards made during the financial year (audited)
The below table summarises the terms for the long term incentives and deferred annual bonus plan (DABP) awarded to Directors during 2022.
DirectorType of awardPlan nameDate of grant
Number of shares /
options Award as % of salaryFace value
Performance
period Vesting dateHolding period
David WoodNil cost optionLTIP31/03/22482,557175%£887,9051/1/22–31/12/2431/03/252 years
David WoodNil cost optionDABP31/03/2299,16936%£182,471n/a31/03/25n/a
Mark GeorgeNil cost optionLTIP28/09/22454,362150%£558,8651/1/22–31/12/2428/09/252 years
Mark George
1
Nil cost optionListing Rule 9.4.2
buyout award –
Tranche 128/09/22101,21633%£124,496n/a09/09/232 years
Mark George
1
Nil cost optionListing Rule 9.4.2
buyout award –
Tranche 228/09/2246,89815%£57,685n/a25/03/242 years
The number of shares under award for David Wood and Julie Wirth’s awards was calculated using a share price of £1.845, being the closing market price of the Company’s shares on the dealing day immediately
preceding the grant date. The number of shares under award for Mark George was calculated using a share price of £1.238, being the closing market price of the Company’s shares on the dealing day immediately
preceding the grant date.
The Company's share plan rules are available from the Company Secretary on request.
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 2022107
Annual Report on Remuneration continued
2022 LTIP
LTIP grants were made during the year in line with the Remuneration Policy. The LTIP awarded to the CEO
was 175% of base salary, and the award to the CFO was 150% of base salary. The Committee is conscious
that the share price used for the September 2022 award for the CFO was 33.15% lower than the share
priceused to determine award levels for the primary grant in March 2022. In this context, the Committee
carefully considered whether it should scale back the grant of the award, but considered it inappropriate
todo so at the time. The Committee will, however, review the payout at vesting, and consider whether the
CFO has benefited from ‘windfall gains’, in which case the intention would be to scale back vesting levels.
Performance conditions attached to long term incentive awards granted during 2022
MeasureWeightingThreshold Maximum
Vesting at
threshold
Vesting at
maximum
Adjusted basic EPS in FY202470%27.2p32.9p20%100%
Relative TSR vs constituents of the
FTSE 250 (excluding investment
trusts)30%Median
Upper
quartile20%100%
Note – Vesting is on a straight line basis between threshold and maximum.
Adjusted basic EPS has been selected because this is a key performance indicator of the business and is
reported externally. It is also a relevant Shareholder measure of Group profitability. Relative TSR has been
selected because it aligns executives to our investors' experience and helps to reward outperformance of
the market and long term value creation.
The adjusted basic EPS targets were set with a narrower range in 2022 compared with 2021, where a wider
range was applied to provide for the uncertainty of the first year of operation as a demerged business and
in part to reflect the uncertainty of future trading conditions in relation to the pandemic.
CFO remuneration arrangements
Mark George was appointed to the Board as Chief Financial Officer with effect from 6 July 2022. Mark was
appointed on an annual base salary of £375,000. The Committee recognised that Mark’s base salary was
set at a level above the previous CFO’s salary but the Committee considers this appropriate taking into
account a number of factors including Mark’s prior experience as CFO of a listed business. Mark’s incentive
arrangements are in line with the Remuneration Policy.
The Remuneration Committee agreed to buy out some of The Gym Group incentive awards forfeited by
Mark. Upon appointment, Mark received a cash payment of £183,973, made up of £115,223 to replace his
forfeited 2021 Gym Group bonus in full, and £68,750 as a partial buyout of his 2022 bonus. In September
2023, Mark was awarded a total of 148,114 Wickes shares to replace his foregone 2020 and 2021 The Gym
Group LTIPs. A total of 101,216 shares are due to vest on 9 September 2023 and a total of 46,898 shares
are due to vest on 25 March 2024. The performance conditions associated with Mark’s 2019 The Gym
Group LTIP were not met, therefore no buyout award was made. None of these payments are pensionable.
TSR performance graph and history of CEO pay
The graph below shows the Group’s performance from the date of listing to the financial year end,
measured by TSR, compared with the FTSE 250 (exc. investment trusts). The Remuneration Committee
has chosen the FTSE 250 (exc. investment trusts) as the comparative index as it is also the peer group
used for the TSR performance condition in the 2022 LTIP. The table details the total remuneration for the
Chief Executive over this period.
Wickes Total Shareholder Return vs FTSE 250 (exc. investment trusts)
45
55
65
75
85
95
105
115
Apr
2021
May
2021
Jun
2021
Jul
2021
Aug
2021
Sep
2021
Oct
2021
Nov
2021
Dec
2021
Apr
2022
Mar
2022
Feb
2022
Jan
2022
May
2022
Jun
2022
Jul
2022
Aug
202
Sep
2022
Oct
2022
Nov
2022
Dec
2022
WickesFTSE 250 (exc. investment companies)
Value £
DirectorYear
Total single figure
of remuneration
(£,000)
% of annual
bonus paid out
% of LTIP
vested*
David Wood20228644.66%100%
David Wood20211,35779%100%
* Note – the LTIP values relates to the Transitional Awards. The first tranche vested on 28 April 2022. The second tranche is due to vest on
28 April 2023 (subject to achievement of the performance underpin).
External appointments
External appointments must be approved by the Board in advance and Executive Directors are restricted to
one Non-executive Directorship or other significant appointment. They are entitled to retain any fees paid
for these services. During the year, David Wood served as Non-executive Chairman, 'Green Sheep Group
Ltd' and Director, 'Dremt Consulting Ltd'. David Wood was paid a fee of £71,500 by 'Green Sheep Group Ltd'
1. Mark George served as Director, 'HMNG Ltd', Director, 'The Prentice and Seabright Cups Ltd' 2 and
Director, 'Fallows Green Ltd'. No fees applied to any of these appointments for Mark George.
1 Fees earned from Green Sheep Group Ltd are paid to Dremt Consulting Ltd.
2 Position commenced on 27 May 2022.
Dilution limits
Where shares for use in connection with the Company's share plans are newly issued, the Company
complies with Investment Association dilution guidelines on their issue. These provide that overall dilution
under all plans should not exceed 10% of the Company’s issued share capital over a 10 year period, with a
further limitation of 5% in any ten year period for executive plans.
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 2022108
Directors' Remuneration Policy
Implementation of Executive Remuneration Policy in 2023
The table below summarises the key elements of the Company’s Directors’ Remuneration Policy approved at the 2022 AGM and its proposed application in 2023. The full Policy wording, including details pertaining to
malus and clawback, is set out in the 2021 Annual Report and Accounts which is available on the Company’s website https://www.wickesplc.co.uk/investors/investors-overview/. When implementing the Policy, the
Remuneration Committee considered the Company’s remuneration principles on page 104 and the six factors listed under Provision 40 of the UK Corporate Governance Code. Further details of how our Policy aligns to
these six factors can be found in the full Policy on our website.
Policy elementStatement of implementation of the Directors’ Remuneration Policy in 2023
BASE SALARY
To provide fixed remuneration that will attract and retain the executive talent required to execute our
strategy.
There is no maximum salary, or maximum salary increase level. Salary increases will generally be in line
withincreases awarded to the wider workforce. However, as with all employees, the Committee may make
increases above this level in specific circumstances such as: stepped or one-off increases to bring a recently
appointed executive’s salary up to targeted/market levels; an increase in the scope or responsibilities of the
role; an increase to the size/complexity of the business; increases in market pay levels.
Base salary levels are reviewed in the context of the potential value of the total remuneration package.
–Base salary for the CEO will be increased by 4% to £527,670 from 1 April 2023.
–Base salary for the CFO will be increased by 4% to £390,000 from 1 April 2023.
Both increases are below the average increase awarded to the wider workforce in 2023 of more than 8%.
PENSION
To enable executives to save for their retirement and to enhance the market competitiveness of the
total remuneration package.
The maximum pension provision will be in line with the maximum rate available to the wider workforce,
currently up to 10% of base salary per annum.
There are no changes to the pension provision which will continue to be 10% of base salary in line with the
maximum rate available to the wider workforce.
BENEFITS
To enable the executives to perform their role by providing benefits that enhance their wellbeing.
There is no maximum benefits value. The value of benefits is equal to the cost to the Company of
providing benefits and may change year on year based on the cost of the provider. However, the Company
will endeavour to select the best value benefits.
There are no changes to the benefits provision for Executive Directors which includes family private
medical, life assurance, income protection and a company car or car allowance.
ANNUAL BONUS
To reward achievement of stretching annual performance targets that are directly linked to delivery
of the business strategy.
Deferral of one third of the bonus into Wickes Group Plc shares aligns Executive Directors with
Shareholder interests over the long term.
The maximum opportunity for the Chief Executive Officer is 140% of salary and 120% of salary for
otherExecutive Directors. For on target bonus performance 50% of the maximum bonus will be earned.
For achievement of threshold performance 20% of the maximum will be earned. There is a straight line
payout between these points.
–The annual bonus will continue to operate in line with the framework set out in the Policy table. The
maximum opportunity will continue to be 140% of salary for the CEO and 120% of salary for the CFO.
–The performance focus areas and weightings will remain broadly the same as for 2022: 70% profit
before tax (adjusted), 20% free cash flow, 10% ESG.
–The ESG targets will be focused on the gender balance of our management populations which forms
part of our wider ESG strategy.
–Due to commercial sensitivity, the performance targets for the financial metrics will be disclosed
retrospectively.
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Wickes Group Plc Annual Report and Accounts 2022109
Annual Report on Remuneration continued
LONG TERM INCENTIVES
To incentivise and reward long term Shareholder value creation.
Enables Executive Directors to build meaningful long term Wickes Group shareholdings, and further
align the interests of the Executive Directors with Shareholders.
The maximum annual LTIP opportunity under the rules of the plan is 200% of base salary.
The ongoing LTIP opportunity for the Chief Executive Officer is 175% of salary and for the Chief Financial
Officer it is 150% of salary. 20% of the maximum award will be earned for achievement of threshold
performance and 100% for maximum. There will be a straight line payout between these points.
–The LTIP will continue to operate in line with the framework set out in the Policy table. The maximum
opportunity will continue to be 175% of salary for the CEO and 150% of salary for the CFO.
–The performance metrics and weightings will be updated to incorporate an additional ESG measure
based on our approved Science Based Targets, and become 60% adjusted basic EPS, 30% Relative
TSR, 10% ESG.
–The adjusted basic EPS performance range has been widened to reflect greater uncertainty over the
longer-term.
–The performance targets for FY2023 LTIP awards are as detailed below the table.
Measure and weightingThreshold (20% vesting)Maximum (100% vesting)
Adjusted basic EPS growth (60%)16.322.1
Relative TSR (30%)Median RankingUpper Quartile Ranking
ESG – Science Based Targets (10%)See below
* We intend to make awards in line with Policy at levels no more than the maximum face values referred to above. Specific details will be
confirmed in the RNS shortly after grant.
ESG targets (10%)
The ESG target is based on Wickes' approved near-term Science Based Targets covering Operations,
Suppliers and Products, as detailed on page 40 within this report. The expected progress and milestones
associated with each of these longer term targets has been used to set the three year targets that apply
over the period FY2023 to FY2025, as detailed below:
–Target 1 (Operations) – Reduction in absolute Scope 1 and 2 emissions by 25% by 2025.
–Target 2 (Suppliers) – 30% of Wickes' suppliers by emissions will have Science Based Targets by 2025.
–Target 3 (Products) – Reduce Scope 3 GHG emissions from the use of sold products by 16% by 2025.
The performance targets for each of these measures hold equal weighting:
Measure and weightingThreshold (20% vesting)Maximum (100% vesting)
Target 1 – Operations (3.33%)22.5%27.5%
Target 2 – Suppliers (3.33%)27.0%33.0%
Target 3 – Products (3.33%)14.4%17.6%
Note: Should there be a significant change to the business that results in rebasing of the Company's near-term Science Based Targets, the
remuneration targets will be adjusted accordingly.
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Wickes Group Plc Annual Report and Accounts 2022110
EMPLOYMENT SHAREHOLDING GUIDELINES AND POST-CESSATION SHAREHOLDING GUIDELINES
To encourage Executive Directors to build meaningful shareholdings and to align Executive Director interests with those of Shareholders both during their service and for a period afterwards.
During their employment, Executive Directors are expected to retain at least 50% of post tax shares acquired from Company share plans to accumulate a shareholding in Wickes Group shares of 200% of salary within
five full years of this Policy being approved. Newly appointed Executive Directors are expected to build up this shareholding within five years of appointment.
Post-cessation of employment, Executive Directors are required to hold the lower of 100% of their actual holding at cessation and 200% of salary for two years after leaving.
The Committee retains discretion to adjust the formulaic outcomes under the annual bonus and LTIP and both annual bonus and LTIP contain malus and clawback provisions.
Implementation of Non-executive Director Policy in 2023
Non-executive Director fees will be increased by 4% from 1 April 2023 in line with the wider workforce. Fees as at 1 April 2023 are set out below:
RoleFee level per annum
Basic non-Executive Director£58,630
Chair of the Board£197,210
Senior Independent Director £7,995
Chair of a Committee£10,660
In line with our Policy, reimbursement of reasonable expenses in relation to Non-executive duties may be paid.
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Wickes Group Plc Annual Report and Accounts 2022111
Director remuneration in the context of colleague pay
Remuneration approach for the wider Group
The approach to remuneration for our colleagues is
aligned with the principles that apply to our Policy
for the Executive Directors. Pay and benefits reflect
the nature and contribution of the role and take into
account levels of pay in comparable roles in the
market. Our reward framework is regularly reviewed
to ensure colleague pay is fair and appropriate.
During the year, we recognised that higher cost of
living would have a greater impact on our lower paid
colleagues. Basic pay was increased by more than
8% on average for the wider workforce, and we
invested over £3.5m in bringing forward the annual
salary review for this population from April 2023 to
January 2023.
For our management and head office populations,
we implemented a 5% salary increase for 2023.
With fairness in mind, this was higher than the
Executive Directors and senior management who
were awarded 4%.
Although the financial targets were not met under
the 2022 central colleague annual bonus plan, it
was decided a small 'recognition payment' would be
made to those eligible under the plan, in recognition
of their contribution during the year. Colleagues
were awarded a higher percentage payment than
senior management, in line with our approach to fair
pay.
We have invested over £3.5m in
bringing forward the annual salary
review for our store colleagues.
We set up a cost of living working group to develop
meaningful support for colleagues. We adjusted our
store ‘Gainshare’ incentive targets to reflect
economic conditions, which led to 4,843 additional
payments to colleagues totalling over £240,000.
Having listened to colleagues’ concerns around
food prices, we introduced 'Breakfast on Us', our
free food provision for store colleagues, and saw
18,542 food items ordered in the first quarter of the
scheme. Our colleague discount remains hugely
popular with our colleagues, and our October
promotion alone saw colleagues save a total of
£745,579.
In September, we introduced our second SAYE plan,
as a further means of strengthening the link
between colleagues’ interests and those of
Shareholders. A total of 1,644 (20% of eligible
colleagues) joined the 2022 plan, resulting in 2,200
colleagues (over 26% of total workforce) paying into
either the 2021 or 2022 plans.
Over 26% of our total workforce are in
either the 2021 or 2022 SAYE plans.
26%
Our colleague reward strategy was recognised at
the 2022 Reward Strategy magazine awards.
Gender pay gap
We continue to focus on reducing our gender pay
gap at all levels of the business, and in 2022 the
ESG element of the executive bonus plan included
specific targets relating to female representation
in management roles within the Support Centre
and store management populations.
In December 2022, we published our second
gender pay gap report as an independent
business. We reported a significant 5.8% reduction
in our median pay gap to 2.57%, from 8.36% in
2021. We also saw a modest increase in our mean
gender pay gap from 6.44% to 7.42%. This is
mainly down to a slight change in our executive
and senior leader composition as our headcount
has grown at that level.
5.8%
Reduction in our gender pay gap (median)
Our Winning Behaviours
Our business is powered by highly engaged teams
who operate around a set of simple principles.
See more on our Winning Behaviours on page 81.
Engagement with Shareholders
In our engagements with Shareholders since listing
we have had a number of discussions on the use
ofESG measures in remuneration targets.
Shareholders are increasingly wanting to see ESG
linkage to remuneration and we have taken this
feedback on board, initially through our bonus
scheme and going forward also through our LTIP.
Engagement with colleagues
(UKCoderequirement)
When considering remuneration arrangements
forExecutive Directors, the Committee takes
intoaccount, as a matter of course, the pay and
conditions of colleagues at all levels throughout
theCompany, to ensure appropriate alignment.
TheCommittee receives regular updates regarding
any major changes to colleague remuneration
during the year and also reviews information on
internal measures, including details of our gender
pay gap and the ratio of Chief Executive Officer
remuneration to that of our colleagues, and
considers how these compare externally.
The Board places great importance on listening
tothe views of our colleagues on a range of issues
including pay and benefits, and Sonita Alleyne our
designated Non-executive Director representing
employee views, takes the lead on ensuring these
are heard by the Board (see page 39 of the Annual
Report and Accounts for further details). To
facilitate more in depth and open discussion with
colleagues on a broad range of current issues, we
held a colleague listening group in November 2022
with Sonita in attendance. One of the focus areas of
this session was sharing our approach to executive
pay, including how this aligns with wider Company
pay policy, and colleagues were given the
opportunity to share their views on this topic.
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Wickes Group Plc Annual Report and Accounts 2022112
CEO to employee pay ratio
The table below sets out the ratio of CEO total remuneration to the 25th, 50th and 75th percentile
colleagues. Approach B has been used in order to identify the relevant colleagues to calculate the ratio.
This was chosen as it utilises data already collected for gender pay gap calculation from April 2022,
providing consistency. The Committee is comfortable this approach provides a realistic assessment of the
differential between CEO and colleague pay.
YearMethod
25th percentile
pay ratio
50th percentile
pay ratio
75th percentile
pay ratio
2022Approach B45:143:131:1
2021Approach B97:190:171:1
The CEO total remuneration has been taken from the single figure table and reflects 2022 remuneration
earned over the full financial year. Colleague remuneration has been calculated on the same basis. Where
relevant, each colleagues' pay and benefits were calculated on a full-time equivalent basis, and no further
adjustments were made. The values for total remuneration for the 25th, median and 75th percentiles
consist of salary, bonuses and employer contribution to pension. To ensure these three colleagues were a
suitable representative of their quartile, the total pay figures calculated were compared against a sample of
colleagues either side of the three identified colleagues.
There has been a reduction in the CEO pay ratio in 2022 compared with 2021, which is mainly reflective of
the lower executive annual bonus outcome in 2022.
The Remuneration Committee considers pay ratios as one of a number of reference points when reviewing
executive remuneration and considers that the median pay ratio for 2022 is consistent with the pay and
progression policies for the Company.
P25P50P75
Base salary£18,967£18,967£25,065
Total remuneration£19,117£20,291£27,504
Relative importance of spend on pay
The table below illustrates the total spend on colleague remuneration in 2022 compared with other
financial dispersals.
2022
£m
2021
£m%
Total colleague cost
1
220.5217.91.2%
Total distributions to Shareholders
2
31.25.3488.7%
Total income taxes paid
3
4.314.6(70.5%)
Total capital expenditure
4
40.426.552.5%
1 Includes social security, pensions and share-based payments (see note 8 of the financial statements)
2 (See note 26 of the financial statement)
3 (See the cash flow statement on page 130)
4 (See the cash flow statement on page 130)
Percentage change in Directors’ and colleague remuneration
The table below summarises the change in each Director’s base salary/fee, benefits and bonus received for
FY2022 compared with the prior year.
Director Salary/feeTaxable benefits Bonus
Executive Directors
David Wood
1
3.80%(2.02%)(93.95%)
Mark George
2
n/an/an/a
Julie Wirth
3
4.95%(21.90%)na
Non-executive Directors
Christopher Rogers
1
2.03%n/an/a
Mark Clare
1
1.70%n/an/a
Sonita Alleyne
1
2.49%n/an/a
Mike Iddon
1
2.49%n/an/a
All employees
4
3.52%n/a (12.09%)
1 Salary and benefit amounts for David Wood, Julie Wirth, Chris Rogers, Mark Clare, Sonita Alleyne and Mike Iddon have been annualised for
2021 based on their joining date with Wickes, to reflect what they would have been over a full 12 month period, to aid comparison.
2 Mark George was appointed during 2022 and therefore no annual change is shown.
3 Julie Wirth stepped down in 2022. Salary and benefit amounts have been annualised for 2022 based on her leaving date, to reflect what they
would have been over a full 12 month period. Julie Wirth did not participate in the annual bonus for 2022 therefore no annual change is shown.
4 The salary, benefit and bonus figures for colleagues are based on the median earning colleagues identified for the CEO pay ratio calculation,
for consistency. Actual annual increases were aligned at c.2.5% for colleagues and Executive Directors as part of the 2022 annual pay review,
however due to the timing of the increases in 2022 the % change figures are different in this table.
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Wickes Group Plc Annual Report and Accounts 2022113
The Committee is responsible for determining the Remuneration Policy for the Chair of the Board, Executive
Directors and other designated senior management. In doing so, the Committee is required to consider
allfactors which it deems necessary, including:
–relevant legal and regulatory requirements;
–alignment to Company purpose and values;
–the link to the successful delivery of the Company’s long term strategy and long term Shareholder
interests;
–workforce remuneration and related policies and the alignment of incentives and rewards with culture;
and
–feedback from the engagement process with employees.
The Committee comprises all the independent Non-executive Directors and the Chair of the Board (who was
considered independent on appointment). Prior to appointment, the Chair of the Committee had served on a
Remuneration Committee for at least 12 months in line with the Code. Biographical details on the Chair of the
Committee and members of the Committee can be found on page 77.
The Committee operates in line with its Terms of Reference, which are available on the Company’s website at
www.wickesplc.co.uk
Committee activities
The table below sets out the meetings and key activities undertaken in the year:
Jan
22
March
22
Sept
22
Nov
22
Approved Remuneration Committee Terms of Reference
Reviewed Remuneration Policy and proposals
Approved appointment terms for the new CFO and leaving terms of the
departing CFO
Approved Directors' Remuneration Report
Approved Remuneration Policy
Approved 2021 annual bonus outcome
Approved 2022 bonus and LTIP targets
Approved the Shareholding Requirements Policy
Reviewed trends in remuneration and governance
Reviewed Group wide remuneration and cost of living support
Reviewed progress against bonus targets for the financial year ended
31December 2022
Noted the colleague SAYE plan outcome for 2022
Discussed principles for 2023 annual salary review
Discussed the gender pay gap reporting outcome for 2022
Reviewed CEO and Chair of the Board expense claims
Reviewed Committee forward agenda and meeting schedule
Advice to the Committee
Members of the executive leadership team may attend meetings at the invitation of the Committee but are not
present when their own remuneration is being discussed. The Committee is supported by the Chief People
Officer, Head of Reward, Chief Financial Officer and General Counsel and Company Secretary.
The Committee received external advice during 2022 from Willis Towers Watson, who are members of the
Remuneration Consultants Group and operate under the executive remuneration consulting Code of Conduct.
The Committee is satisfied that no conflict of interest arose in the provision of these services.
The total fees paid to Willis Towers Watson in respect of services to the Committee during the year were
£56,116.
Shareholder voting
The table below sets out the votes on the Annual Report on Remuneration and on the Directors’ Remuneration
Policy at the 2022 AGM.
Resolution
Votes for (and % of
votes cast)
Votes against (and
% of votes cast)
Proportion of
shares voted
Shares on which
votes were
withheld
Directors' Remuneration Report (2022 AGM)
162,001,102932,920
62.75%2,214,01499.43%0.57%
Directors' Remuneration Policy (2022 AGM)
161,449,8113,683,296
63.60%14,92997.77%2.23%
We remain committed to engaging proactively with Shareholders and advisory bodies on remuneration matters.
The Directors’ Remuneration report has been approved by the Board of Directors and is signed on its behalfby:
Mark Clare
Chair of the Remuneration Committee
22 March 2023
Remuneration Committee
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Wickes Group Plc Annual Report and Accounts 2022114
Directors’ report
DIRECTORS’ REPORT
The Directors present their report, together with
theaudited financial accounts for the 52 weeks
ended 31 December 2022. This report sets out
information required to be disclosed in the Directors’
report in accordance with the CompaniesAct 2006
(the ‘Act’), the Financial Conduct Authority’s Listing
Rules (‘Listing Rules’), the Disclosure Guidance and
Transparency Rules (‘DTRs’) and the UK Corporate
Governance Code 2018.
Principal activity and areas of operation
The principal activity of the Group is the operation
of retail home improvement stores across the UK.
Articles of Association
The Company’s Articles of Association (‘Articles’)
may only be amended by special resolution at a
general meeting of the Shareholders. The Articles
are available on the Company’s website
www.wickesplc.co.uk
Directors
Details of the Directors at the date of this report are
set out on page 77 together with their biographical
information. During the year, Julie Wirth resigned
asa Director of the Company on 29 July 2022 and
Mark George was appointed as a Director of the
Company on 29 July 2022. Allother Directors held
office throughout the year.
The appointment and removal of Directors is
governed by the Articles, the Act, the Code and
related legislation. In accordance with the Code
andto promote good governance, all Directors
shallretire and those wishing to serve again will
putthemselves forward for election or re-election
atthe AGM.
The powers and responsibilities of the Directors are
governed by the Act, the Articles and any direction
given by Shareholders by special resolution,
andsubject to these conditions the Board may
exercise all of the powers of the Company.
Directors’ interests
The Company has robust procedures to identify,
authorise and manage actual and potential conflicts
of interest. If any potential conflicts arise they are
reviewed and, if appropriate, approved by the Board.
At no time during the year did any Director have
amaterial interest in any contract of significance
tothe Group’s business.
The interests of the Directors who served during
theyear and their immediate families in the shares
of Wickes Group Plc, along with details of Directors’
share options, are set out in the Directors’
Remuneration report on pages 101-114.
Directors’ indemnities
In accordance with the Company’s Articles
ands.234(2) of the Act, a qualifying third party
indemnity is in force to the extent permitted by law
for the benefit of each of the Directors in respect
ofliabilities incurred as a result of their office.
Forthose liabilities for which Directors may not
beindemnified, the Company has maintained
Directors’ and Officers’ Liability Insurance
throughout the financial year.
Share capital
The Articles contain provisions governing the
ownership and transfer of shares. As at
31 December 2022, the Company had an allotted
and fully paid issued share capital of 259,637,998
ordinary shares of 10 pence each, with an aggregate
nominal value of £25,963,800.
The ordinary shares of the Company are listed on
the London Stock Exchange and each share carries
the right to onevote at general meetings of the
Company. NoShareholder holds securities having
special rights with regard to control of the
Company. Thereare norestrictions on voting rights
or the transfer ofsecurities in the Company. The
Company is notaware of any agreements between
holders ofsecurities that result in such restrictions.
Detailsof the Company’s share capital are set out
on page 147.
As at 31 December 2022, The Wickes Employee
Benefit Trust held 5,894,719 ordinary shares (2.27%
of theissued share capital) and the Wickes Share
Incentive Plan (SIP) Trust held 924,144 ordinary
shares (0.36% of the issued share capital) in the
Company for use in connection with the Company’s
share plans.
Shares held by the trusts rank pari passu withthe
shares in issue and have no special rights. Voting
rights and rights of acceptance of any offer relating to
the shares held in these trusts rests with the trustees,
who may take account of any recommendation from
the Company. It is the Company’s policy not to give
voting instructions to the trustees.
The trustees of the SIP Trust may vote in respect of
shares heldin the SIP Trust, but only as instructed
byparticipants in the SIP in respect of their
FreeShares and Dividend Shares. The trustees
willnototherwise vote in respect of shares held
intheSIP Trust.
Authorities
At the AGM on 26 May 2022, the Directors of the
Company were authorised to allot new shares in
the Company or grant rights to subscribe for, or to
convert any security of the Company in, shares up
to a maximum number of shares representing not
more than one third of the share capital of the
Company. The Directors were also given the
authority to allot relevant securities in connection
with an offer by way of a rights issue up to a
further one third of the issued share capital of
the Company. No shares were allotted under
either authority during the financial year.
The Company was further authorised at the same
AGM to purchase its own shares in the market up to
a maximum of approximately 10% of the Company’s
issued share capital. No shares were purchased
under that authority during the financial year.
The Company is seeking to renew these authorities
at the forthcoming AGM, within the limits set out
in the notice of that meeting and in line with the
recommendations of the Pre-Emption Group.
Significant agreements – change of control
The Company is not party to any significant
agreements that would take effect, alter or
terminate following a change of control of the
Company. The Company does not have agreements
with any Director or officer that would provide
compensation for loss of office or employment
resulting from a takeover, except that provisions
ofthe Company’s share plans may cause options
and awards granted under such plans to vest on
atakeover.
Dividends
The profit for the financial year ended 31 December
2022 after taxation amounts to £31.9m from
continuing operations. The Directors have declared
dividends as follows:
Ordinary shares£m
Paid interim dividend of 3.60 pence
per share
1
9.1
Proposed final dividend of 7.3 pence
per share
2
18.4
Total dividend of 10.9 pence per share
inrespect of financial year ended
31December 2022
2
27.5
1 Excludes £0.2m dividends waived.
2 Subject to Shareholder approval at the 2023 AGM, the final ordinary
dividend in respect of the 2022 financial year will be paid on
Wednesday 7 June 2023 to all Shareholderson the Register of
Members at the close of businesson Friday 21 April 2023.
Further information on dividends can be found in
note 26 to the accounts on page 149.
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Wickes Group Plc Annual Report and Accounts 2022115
Directors’ report continued
Dividend waivers
The Wickes Employee Benefit Trust (EBT) and the
Wickes SIP Trust hold shares in the Company in
connection with the operation of the Company’s
share plans. An evergreen dividend waiver is in
place on the shares held by the EBT and for shares
held by the SIP Trust that have not been allocated
toemployees.
Major Shareholders
As at 31 December 2022, the Company had been
notified of the following interests in voting rights
pursuant to Chapter 5 of the Disclosure Guidance
and Transparency Rules. Between 31 December
2022 and the date of this report, Solas Capital
Management, LLC notified the Company that it had
dropped below the 3% reporting threshold.
Ordinary shares
Number
of shares
% of
voting rights
Solas Capital
Management, LLC7,806,9243.01
Employment policies
The Company’s policies and related guidance are
designed to create a modern and inclusive working
environment and provide support to colleagues
through the key moments that matter in their
personal and work life and help them to feel at
home at Wickes.
Family friendly and wellbeing policies have been
designed to support colleagues’ mental health and
wellbeing as well as their financial health. Policies
encourage and promote equal treatment, and any
decisions relating to any aspect of employment are
free from bias. Colleagues feel safe in speaking up
where unacceptable behaviour is experienced.
We recognise the benefits of inclusion and diversity
within our workforce and encourage equality
oftreatment and opportunities in all aspects of
employment, including recruitment, training and
development, and promotion. This is reflected in
allemployment policies and processes which are
designed to ensure that anyone with a disability
istreated fairly and any form of discrimination is
nottolerated.
We regularly review our facilities and working
practices to ensure we cater for people with special
requirements or disabilities. Line managers are
given support and coaching to help understand
mental or physical health and wellbeing conditions
so they can make suitable adjustments to ensure
their colleagues can perform at their best and feel
at home at Wickes, including any colleagues who
may have become disabled during employment.
We do not tolerate any kind of disability
discrimination. We focus on ability and not
disability, ensuring that all colleagues are
empowered to flourish. To achieve this, the Wickes
Ability network exists to champion each colleague’s
own ability to ensure they reach their full potential
and to highlight opportunities where we can
continue to improve.
The Company’s culture and values are critical to
sustaining an engaged workforce, but we know
things can sometimes go wrong. Grievance and
disciplinary policies have been designed to ensure
all colleagues are treated fairly in line with our
values and in a professional and sensitive manner.
Colleagues know where to go for support and
guidance is available to help them every step of
theway.
Policies are designed to engage and retain
talentinthe business and set out the behaviours
expected, what colleagues are entitled to, where
they can go for help and how we will treat all
colleagues fairly and consistently.
Colleague engagement
We know that our high levels of colleague
engagement and unique culture are what
makeourcolleagues feel at home at Wickes.
Wecommunicate with colleagues regularly
throughavariety of channels tailored to each area
of the business to ensure they are informed about
the business direction, including Company
performance, and that they are listened to and
inspired to play their part in delivering our strategy
and purpose.
We engage with our colleagues formally and
informally, using weekly newsletters, regular
‘team5s’ (informal team briefings), ‘The Scoop’
intranet communications, Google communities,
andmonthly CEO Company wide updates via email,
video and town halls. We also host an annual
managers’ meeting.
We use these many communication channels
toengage colleagues in the Company’s share
schemes, thereby giving them the opportunity
toshare in thefuture success of the business and
give them a personal connection to Company
performance. More information on colleague
reward and engagement can be found inthe
Directors’ Remuneration report on pages 101-114
and the Section 172 statement on pages 55-59.
Colleagues have an opportunity to give
regularfeedback through our annual colleague
engagement surveys, topical mini surveys, listening
roadshows with our Executive team and quarterly
Employee Voice sessions. In November, we held
avirtual Employee Voice session which was
represented by 17 colleague voices, and the Plc
Board was represented by our designated
Non-executive Director for employee voice,
SonitaAlleyne. The matters raised are fed back
anddiscussed by the Board.
Human Rights and Modern Slavery Policy
The Company is opposed to all forms of
unethicalbusiness behaviour. We are committed to
ensuring there is decent, fair and safe work for all,
both directly and indirectly throughout our supply
chain, as set out in our Human Rights Policy and
Modern Slavery and Human Trafficking Policy.
Through our supplier audits we monitor human
rights standards. We recognise the harmful impact
that modern slavery has on individuals and society
and we are committed to help prevent these illegal
practices. The Company’s statement on Modern
Slavery is reviewed and approved by the Board on
an annual basis and published on the Company’s
website www.wickesplc.co.uk
Anti-bribery Policy
We have a zero-tolerance approach to bribery.
Ouranti-bribery programme is built around a clear
understanding of how and where bribery risks
affect our business and comprises key controls of:
policies (including anti-bribery, gifts and
entertainment, conflicts of interest, charitable
donations); procedures (such as conducting due
diligence on suppliers); training all colleagues
annually on bribery risks; and ongoing assurance
programmes to monitor the effectiveness of
controls. We encourage any instances of alleged
bribery and corruption to be reported either through
line management or through the anonymous
whistleblowing platform. All reports are thoroughly
investigated and the Board receives reports at least
annually on any breaches of policy.
Anti-Fraud Policy
We take a zero-tolerance approach to fraud and any
activity which amounts to fraud or is a dishonest
act is prohibited. We have a anti-fraud policy and
training module that all colleagues are required to
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 2022116
complete annually. We ask colleagues to complete
due diligence on any third parties before contracting
with them. We encourage any suspected incidents
of fraud to be reported to a line manager or via our
anonymous whistleblowing platform. We are
committed to assisting the police in any fraud
investigations and will endeavour to recover any
wronfully obtained assets.
Political Donations Policy
The Group’s policy is not to make donations to
political parties and has made no such payments
toeither political groups or individual candidates,
nor did it incur any political expenditure during
theyear.
The Company is seeking to renew the authority to
make political donations at the forthcoming AGM,
within the limits set out in the notice of that
meeting. This is on a precautionary basis to avoid
any unintentional breach of the relevant provisions
of the Act.
Events after the balance sheet date
No important events have occurred after the
balance sheet date.
Statement of disclosure to auditor
Each of the persons who is a Director at the date
ofapproval of this report confirms that:
–so far as the Director is aware, there is no relevant
audit information of which the Company’s auditor
is unaware; and
–that the Director has taken all the steps that they
ought to have taken to make themselves aware of
any relevant audit information and to establish
that the Company’s auditor is aware ofthat
information.
This confirmation is given and should be interpreted
in accordance with s.418(2) of the Act.
Branches
The Company does not have any branches outside
of the UK.
Research and development
The Company does not undertake any research or
development activities.
Additional disclosures
Other information that is relevant to this Directors’
report and which can be incorporated by reference
to this report can be located as follows:
Applicable disclosures required pursuant to
Listing Rule 9.8.4R
Long term incentive schemes LR9.8.4(4) 108
Dividend waivers LR9.8.4(12)(13) 116
Sections (1)(2)(5)(6)(7)(8)(9)(10)(11)(14) are not applicable.
Other disclosures incorporated by reference to
this Directors’ report
Business review 8-11
Future likely developments 1-72
Financial review and KPIs 60-62, 31-32
Directors’ interests in shares 107
Corporate Governance statement 73-114
Going concern and viability statements 71-72
Principal risks and uncertainties 66-70
Financial instruments and financial
risk management 153-154
People policies and colleague engagement 35-39,
116
Stakeholder engagement including customer and
suppliers 81-85
Streamlined Energy and
Carbon Reporting (SECR) disclosures 43
Cautionary statement regarding forward-looking
information
Where this Annual Report contains forward-looking
statements, these are based on current
expectations and assumptions, and speak only as
of the date they are made. These statements should
be treated with caution due to the inherent risks,
uncertainties and assumptions underlying any such
forward looking information.
The Group cautions investors that a number of
factors, including matters referred to in this
document, could cause actual results to differ
materially from those expressed or implied in any
forward looking statement. Such factors include,
but are not limited to, those discussed under
principal risks and uncertainties on pages 66 to 70.
Forward looking statements can be identified by the
include all matters that are not historical facts. They
appear in a number of places throughout this
Annual Report and Accounts and include
statements regarding the intentions, beliefs or
current expectations of our officers, Directors and
employees concerning, among other things, the
Group’s results of operations, financial condition,
liquidity, prospects, growth, strategies and the
business.
Neither the Group, nor any of its officers, Directors
or employees, provides any representation,
assurance or guarantee that the occurrence of the
events expressed or implied in any forwardlooking
statements in this Annual Report and Accounts will
actually occur.
Undue reliance should not be placed on these
forward looking statements. Other than in
accordance with our legal and regulatory
obligations, the Group undertakes no obligation
topublicly update or revise any forward looking
statement, whether as a result of new information,
future events or otherwise.
The Company has chosen, in accordance with
s.414C(11) of the Act, and as noted in this Directors’
report, to include certain matters in its Strategic
report that would otherwise be required to be
disclosed in the Directors’ report. The Strategic
report can be found on pages 2-72 and includes an
indication of future likely developments in the
Company, details of important events and the
Company’s business model and strategy.
The Directors’ report, which comprises pages
74-100 and pages 115-117, has been approved by a
duly authorised Committee of the Board of
Directors on 22 March 2023 and is signed on their
behalf by:
Helen O’Keefe
General Counsel and Company Secretary
22 March 2023
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 2022117
Statement of Directors’ Responsibilities
Under company law, the Directors are responsible
for preparing the Annual Report and Group and
parent company financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare
Groupand parent company financial statements
foreach financial year. Under that law, they are
required to prepare the Group financial statements
inaccordance with UK-adopted international
accounting standardsand applicable law.
TheDirectors have elected to prepare the parent
company financial statements in accordance
withUK accounting standards and applicable law,
including FRS 102 ‘The Financial Reporting Standard
applicable in the UK and Republic of Ireland’.
Under company law,the Directors must not approve
the financial statements unless they are satisfied
that they give a true and fair view of the state of
affairs of the Group and parent company and of the
Group’s profit or loss for that period. In preparing
each of the Group and parent company financial
statements, the Directors are required to:
–select suitable accounting policies and then
apply them consistently;
–make judgements and estimates that are
reasonable, relevant, reliable and prudent;
–for the Group financial statements, state whether
they have been prepared in accordance with
UK-adopted international accounting standards;
–for the parent company financial statements,
state whether applicable UK accounting
standards have been followed, subject to any
material departures disclosed and explained
inthe parent company financial statements;
–assess the Group and parent company’s ability
tocontinue as a going concern, disclosing, as
applicable, matters related to going concern; and
–use the going concern basis of accounting
unlessthey either intend to liquidate the Group
orthe parent Company or to cease operations,
orhave no realistic alternative but to do so.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose
with reasonable accuracy at any time the financial
position of the parent Company and enable them to
ensure that its financial statements comply with the
Companies Act 2006. They are responsible for such
internal control as they determine necessary to
enable the preparation of financial statements that
are free from material misstatement, whether due
to fraud or error, and have general responsibility for
taking such steps as are reasonably open to them
to safeguard the assets of the Group and to prevent
and detect fraud andother irregularities.
Under applicable law and regulations, the Directors
are also responsible for preparing the Strategic
report, Directors’ report, Section 172 statement,
Directors’ Remuneration report and Corporate
Governance statement that comply with that law
and those regulations.
The Directors are responsible forthe maintenance
and integrity of the corporate and financial
information on the Company’s website. Legislation
in the UK governing the preparation and
dissemination of financial statements may differ
from legislation in otherjurisdictions.
In accordance with Disclosure Guidance and
Transparency Rule 4.1.14R, the financial statements
will form part of the annual financial report prepared
using the single electronic reporting format under
the TD ESEF Regulation. The auditor’s report on
these financial statements provides no assurance
over the ESEF format.
Responsibility Statement of the Directors
inrespectof the annual financial report
We confirm that to the best of our knowledge:
–the financial statements, prepared in accordance
with the applicable set of accounting standards,
give a true and fair view of the assets, liabilities,
financial position and profit or loss of the
company and the undertakings included
intheconsolidation taken as a whole; and
–the Strategic report includes a fair review of the
development and performance of the business
and the position of the company and the
undertakings included in the consolidation
takenas a whole, together with a description
ofthe principal risks and uncertainties that
theyface.
The Statement of Directors’ Responsibilities
hasbeen approved by the Board of Directors
andissigned on their behalf by:
David Wood
Chief Executive Officer
22 March 2023
Mark George
Chief Financial Officer
22 March 2023
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT
OF THE ANNUAL REPORT AND FINANCIAL STATEMENTS
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 2022118
Independent Auditor’s report
TO THE MEMBERS OF WICKES
GROUP PLC
1. Our opinion is unmodified
We have audited the financial statements of Wickes
Group Plc (“the Company”) for the 52 week period
ended 31 December 2022 (“2022”) which comprise
the Consolidated income statement and other
comprehensive income, Consolidated and
Company balance sheet, Consolidated and
Company statement of changes in equity,
Consolidated cash flow statement, and the related
notes, including the accounting policies in note 2 to
the Group financial statements and note C2 to the
parent Company financial statements.
In our opinion:
–the financial statements give a true and fair view
of the state of the Group’s and of the parent
Company’s affairs as at 31 December 2022 and
of the Group’s profit for the 52 week period then
ended;
–the Group financial statements have been
properly prepared in accordance with UK-adopted
international accounting standards;
–the parent Company financial statements have
been properly prepared in accordance with UK
accounting standards, including FRS 102 The
Financial Reporting Standard applicable in the UK
and Republic of Ireland; and
–the financial statements have been prepared in
accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. Our responsibilities are
described below. We believe that the audit evidence
we have obtained is a sufficient and appropriate
basis for our opinion. Our audit opinion is consistent
with our report to the audit committee.
We were first appointed as auditor by the Directors
on 6 March 2020 prior to the parent Company
becoming a public interest entity. The period of total
uninterrupted engagement is for two financial years
ended 31 December 2022 as a Public Interest
Entity, and four financial years in total. Prior to that
we were also auditor to the Group’s main trading
subsidiary Wickes Building Supplies Limited, but
which, being unlisted, was not a Public Interest
Entity. We have fulfilled our ethical responsibilities
under, and we remain independent of the Group in
accordance with, UK ethical requirements including
the FRC Ethical Standard as applied to listed Public
Interest Entities. No non-audit services prohibited
by that standard were provided.
Overview
Materiality:
Group financial statements as a whole
£3.5m (2021:£3.4m)
4.6 % (2021: 4.0%) of adjusted profit before tax
Coverage100% (2021: 100%) of adjusted profit before tax
Key audit mattersvs 2021
Recurring risksRecoverability of store assets
Completeness of Do It For Me (“DIFM”)
revenue recognition
Parent CompanyRecoverability of parent Company’s
investment in subsidiary
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 2022119
Independent Auditor’s report continued
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement
(whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
We summarise below the key audit matters (unchanged from the 53 week period ended 1 January 2022 (“2021”), in decreasing order of audit significance, in arriving at our audit opinion above, together with our key
audit procedures to address those matters and, as required for public interest entities, our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the
context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate
opinion on the se matters.
The riskOur response
Recoverability of store assets
Store assets carrying values
(£69.7 million; 2021
£51.4 million) and impairment
charges (£15.8 million;
2021: £4.1 million)
Refer to page 95 (Audit
Committee Report), page 136
(accounting policy) and page
144 (financial disclosures).
Forecast based assessment:
Given the current macroeconomic environment, there is an increased
risk of underperforming stores, or other performance related
impairment triggers which would require the Directors to carry out an
impairment assessment. Each store is considered a CGU for the
purposes of impairment.
Recoverability of store assets relies on a number of assumptions, most
notably forecast future cash flows including the store revenue growth
rate, gross margin, the allocation of central costs and the discount rate,
which all involve a high degree of estimation uncertainty.
Auditor judgement is required to assess whether the Directors’
estimate of an individual store’s recoverable amount falls within an
acceptable range.
The effect of these matters is that, as part of our risk assessment, we
determined that the carrying value of store assets has a high degree of
estimation uncertainty, with a potential range of reasonable outcomes
greater than our materiality for the financial statements as a whole,
and possibly many times that amount. The financial statements (note
15) disclose the sensitivity estimated by the Group.
We performed the detailed tests below rather than seeking to rely on any of the Group’s controls because our
knowledge of the design of these controls indicated that we would not be able to obtain the required evidence
to support reliance on controls. We performed an assessment of whether an understatement of the
impairment of store assets identified through these procedures was material. Our procedures included:
–Assessing indicators of impairment: We considered the actual and forecast performance by store for
indicators of impairment to assess the completeness of the Group’s store impairment review;
–Historical comparisons: We assessed the reasonableness of the forecasts used by considering the
historical accuracy of previous forecasts and the results currently being achieved;
–Tests of details: We assessed whether the allocation of central costs to individual CGUs was complete and
was deemed appropriate based on the nature of the costs;
–Our sector experience: We assessed whether assumptions used, in particular those relating to forecast
store revenue growth rate and gross margin reflect our knowledge of the business and industry, including
known or probable changes in the business environment;
–Benchmarking assumptions: We challenged the key inputs used in the Group’s calculation of the discount
rate by comparing it to externally derived data, including available sources for comparable companies;
–Sensitivity analysis: We performed our own sensitivity analysis on the forecasts, including a reduction in
assumed growth rates, the allocation of central costs, and discount rates; and
–Assessing transparency: We assessed whether the Group’s disclosures regarding the sensitivity of the
outcome of the impairment assessment to changes in key assumptions appropriately reflects the risks
inherent in the recoverable amount of the store assets.
Our results
–We found the store assets carrying values, and the related impairment charges to be acceptable (2021:
acceptable).
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 2022120
The riskOur response
Completeness of Do It For Me
“DIFM” revenue recognition
(£371.1 million;
2021: £300.2 million) and
Deferred income (£43.6 million;
2021: £60.6 million)
Refer to page 95 (Audit
Committee Report), page 132
(accounting policy) and page
137 (financial disclosures).
Inappropriate deferral of 2022 DIFM revenue into 2023:
Professional standards require us to presume (unless rebutted) that
the fraud risk from revenue recognition is a significant risk.
In our view this risk is most prevalent in DIFM. A significant value of
DIFM orders are deferred at the end of the financial year, and
judgement exists as to whether performance obligations (delivery and/
or installation) have been satisfied in relation to these orders.
We consider the risk to relate to the completeness of revenue
recognised in the financial year, on the basis that the fraud risk factors
specific to the Group indicate there may be an incentive to defer
income recognition into the following financial year.
We performed the detailed tests below rather than seeking to rely on any of the Group’s controls because our
knowledge of the design of these controls indicated that we would not be able to obtain the required evidence
to support reliance on controls. Our procedures included:
–Tests of details: We carried out sample testing of DIFM orders included in the deferred income balance
(products ordered and not delivered and/or installed) to assess whether they should have been recorded as
revenue in the financial year, including agreeing to subsequent delivery and/or installation documentation,
where applicable; and
–Tests of details: We assessed whether the order dates of revenue recognised post period end indicated
that revenue recognised in the period may be incomplete.
Our results
–The results of our testing were satisfactory and we considered the amount of DIFM revenue recognised in
the financial year, and the deferred income at the period end, to be acceptable (2021: acceptable).
Recoverability of parent
Company’s investment in
subsidiary
(£598.9 million;
2021: £770.8 million) and
impairment charge
(£175.6 million; 2021: £nil)
Refer to page 95 (Audit
Committee Report), 157
(accounting policy) and page
158 (financial disclosures).
Forecast based assessment:
The carrying amount of the parent Company’s investment in its
subsidiary is significant and at risk of irrecoverability due to the current
macroeconomic environment. The estimated recoverable amount of
this balance is subjective due to the inherent uncertainty in forecasting
trading conditions and cash flows used in the forecasts.
The effect of these matters is that, as part of our risk assessment, we
determined that the recoverable amount of the cost of investment in
the subsidiary has a high degree of estimation uncertainty, with a
potential range of reasonable outcomes greater than our materiality for
the financial statements as a whole, and possibly many times that
amount. The financial statements (note C6) disclose the sensitivity
estimated by the Company.
We performed the tests below rather than seeking to rely on any of the Group’s controls because the nature of
the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures
described. Our procedures included:
–Benchmarking assumptions: We challenged the assumptions used in the cash flows included in the
discounted cash flow calculation based on our knowledge of the Group and the markets in which it
operates;
–Historical comparisons: We assessed the reasonableness of the cash flow forecasts by considering the
historical accuracy of the previous forecasts;
–Benchmarking assumptions: We challenged the key inputs used in the Company’s calculation of the
discount rate by comparing it to externally derived data, including available sources for comparable
companies;
–Sensitivity analysis: We performed our own sensitivity analysis on the forecasts, including a reduction in
assumed future cash flows, growth rate in the terminal value, and discount rates;
–Our sector experience: We evaluated the current level of trading, including identifying any indications of a
downturn in activity, by examining the post financial year end management accounts, considering our
knowledge of the Company and the market, and external expectations of future financial performance; and
–Assessing transparency: We assessed whether the Company’s disclosures regarding the sensitivity of the
outcome of the impairment assessment to changes in key assumptions appropriately reflects the risks
inherent in the recoverable amount of investment in its subsidiary.
Our results
–We found the balance of the Company’s investment in its subsidiary and the related impairment charge to
be acceptable (2021: no impairment of its investment in subsidiary to be acceptable).
2.Key audit matters: our assessment of risks of material misstatement continued
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 2022121
Independent Auditor’s report continued
3. Our application of materiality and an overview
of the scope of our audit
Materiality for the group financial statements as a
whole was set at £3.5m (2021: £3.4m), determined
with reference to a benchmark of group profit
before tax, normalised to exclude adjusting items of
£35.1m (2021: £19.6m) as disclosed in note 9, of
which it represents 4.6% (2021: 4.0%). We adjusted
for these items because they do not represent the
normal, continuing operations of the Group.
Materiality for the parent company financial
statements as a whole was set at £3.4m
(2021: £2.7m), determined with reference to a
benchmark of parent Company total assets, of
which it represents 0.6% (2021: 0.4%).
In line with our audit methodology, our procedures
on individual account balances and disclosures
were performed to a lower threshold, performance
materiality, so as to reduce to an acceptable level
the risk that individually immaterial misstatements
in individual account balances add up to a material
amount across the financial statements as a whole.
Performance materiality was set at 65% (2021: 65%)
of materiality for the financial statements as a
whole, which equates to £2.3m (2021: £2.2m) for
the Group and £2.2m (2021: £1.76m) for the parent
Company.
We applied this percentage in our determination of
performance materiality based on the level of
identified misstatements, control deficiencies, and
the changes in the control environment during the
prior period.
We agreed to report to the Audit Committee any
corrected or uncorrected identified misstatements
exceeding £0.17m (2021: £0.17m), in addition to
other identified misstatements that warranted
reporting on qualitative grounds.
Of the Group’s 5 (2021: 5) reporting components,
we subjected 2 (2021: 2) to full scope audits for
group purposes and 1 (2021: 0) to specified
risk-focused audit procedures over treasury related
balances. The latter was not financially significant
enough to require a full scope audit for group
purposes, but did present specific individual risks
that needed to be addressed. The components
within the scope of our work accounted for the
percentages illustrated opposite.
For the residual components, we performed
analysis at an aggregated group level to re-examine
our assessment that there were no significant risks
of material misstatement within these.
The Group team set the component materialities,
which ranged from £1.0m to £3.4m (2021: £1.0m to
£3.3m), having regard to the mix of size and risk
profile of the Group across the components.
The audit of all components, including the audit of
the parent Company, were completed by the Group
engagement team, who also performed procedures
on those items excluded from adjusted profit before
Profit for the period and total comprehensive income60.2(28.3)31.968.5(9.7)58.8
Profit for the period attributable to owners of the parent company60.2(28.3)31.968.5(9.7)58.8
Earnings per share
Basic1112.6p23.3p
Diluted1112.5p23.3p
Adjusted earnings per share
Basic1123.8p27.2p
Diluted1123.7p27.1p
* Impairment charges in 2022 have been presented within Selling Costs. Impairment charges recorded in 2021 were originally presented within administrative expenses but have now been reclassified accordingly – see note 15
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 2022127
Consolidated balance sheet
(£m)Notes
As at
31 December
2022
As at
1 January
2022 (Restated*)
Assets
Non-current assets
Goodwill128.48.4
Other intangible assets1216.612.5
Property, plant and equipment13114.9105.0
Right-of-use assets14542.4604.6
Deferred tax asset 1622.730.1
Total non-current assets 705.0760.6
Current assets
Inventories 18201.6188.2
Trade and other receivables1987.477.5
Corporation tax8.46.5
Derivative financial instruments292.60.7
Cash and cash equivalents 2099.5123.4
Total current assets399.5396.3
Total assets1,104.51,156.9
* For details of restatement please see note 19
(£m)Notes
As at
31 December
2022
As at
1 January
2022 (Restated*)
Equity and Liabilities
Capital and reserves
Issued share capital2126.026.0
EBT share reserve21(0.7)(0.8)
Other reserve21(785.7)(785.7)
Retained earnings924.8921.3
Total equity164.4160.8
Non-current liabilities
Lease liabilities 14, 23610.4660.7
Long-term provisions 241.81.2
Total non-current liabilities612.2661.9
Current liabilities
Lease liabilities 14, 2380.981.4
Trade and other payables25237.7241.8
Derivative financial instruments290.2-
Short-term provisions 249.111.0
Total current liabilities327.9334.2
Total liabilities 940.1996.1
Total equity and liabilities1,104.51,156.9
The consolidated financial statements of Wickes Group Plc, registered number 12189061, were approved
by the Board of Directors on 22 March 2023 and signed on its behalf by:
David Wood Mark George
Chief Executive Officer Chief Financial Officer
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 2022128
Consolidated statement of changes in equity
(£m)Notes
Issued
share
capital
EBT
Share
reserves
Other
reserves
Retained
earnings
Total
equity
At 26 December 2020 25.2–(785.7)890.3129.8
Profit for the period and other comprehensive income–––58.858.8
Issue of share capital210.8(0.8)–––
IFRS 16 adoption adjustments–––3.13.1
Dividends paid 26–––(35.3)(35.3)
Equity-settled share-based payments27–––3.83.8
Tax on equity-settled share-based payments –––0.60.6
At 1 January 202226.0(0.8)(785.7)921.3160.8
Profit for the period and other comprehensive income–––31.931.9
Dividends paid 26–––(31.2)(31.2)
Equity-settled share-based payments27–0.1–4.34.4
Tax on equity-settled share-based payments –––(1.5)(1.5)
At 31 December 202226.0(0.7)(785.7)924.8164.4
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 2022129
Consolidated cash flow statement
(£m)Notes
52 weeks
ended
31 December
2022
53 weeks
ended
1 January
2022
Cash flows from operating activities
Operating profit 6 7.196.7
Adjustments for:
Amortisation of other intangible assets125.25.2
Depreciation of property, plant and equipment132 0 .119.1
Depreciation of right-of-use assets147 7. 778.1
Impairment of property, plant and equipment150.40.2
Impairment of right-of-use assets 1515 .45.1
Reversal of impairment of right-of-use assets15–(1.0)
Gains on terminations of leases (1. 8)(1.6)
Losses on disposal of property, plant and equipment60.60.6
Foreign exchange6–(2.0)
Share-based payments 274.43.8
Operating cash flows 1 8 9 .1204.2
Movements in working capital:
(Increase) in inventories (13 . 4)(49.9)
(Increase) in trade and other receivables(9.9)(7.4)
(Decrease) in trade and other payables (4 .1)(0.7)
(Decrease)/increase in provisions(1. 3)1.8
Cash generated from operations 16 0. 4148.0
Interest paid(1. 0)(0.7)
Interest on lease liabilities(2 9.4)(31.3)
Income taxes paid (4 . 3)(14.6)
Net cash inflow from operating activities 1 25. 7101.4
(£m)Notes
52 weeks
ended
31 December
2022
53 weeks
ended
1 January
2022
Cash flows from investing activities
Purchases of property, plant and equipment(31.1)(20.4)
Development costs of computer software(9.3)(6.1)
Proceeds on disposal of property, plant and equipment0.41.2
Interest received1.90.1
Net repayments from TravisPerkinsPlc–123.5
Net cash (outflow)/inflow from investing activities(38.1)98.3
Cash flows from financing activities
Payment of lease liabilities (82.4)(77.8)
Lease incentives received2.10.3
Dividends paid to equity holders of the Parent26(31.2)(5.3)
Net cash outflow from financing activities (111.5)(82.8)
Net (decrease)/increase in cash and cash equivalents(23.9)116.9
Cash and cash equivalents at the beginning of the period123.46.5
Cash and cash equivalents at the end of the period2099.5123.4
Adjusting items9
Adjusting items paid included in the cash flow21.717.9
Total pre-tax Adjusting items 35.119.6
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Wickes Group Plc Annual Report and Accounts 2022130
1 GENERAL INFORMATION AND ACCOUNTING POLICIES
Overview
Wickes Group Plc (the ‘Company’) is a limited company incorporated on 4 September 2019 in the United
Kingdom under the Companies Act 2006. The registered office of the Company is 19 Colonial Way, Watford,
WD24 4JL.
The consolidated financial statements represent the results of the Company and its subsidiaries
(together referred to as the ‘Group’).
The principal activity of the Group is the operation of retail DIY stores across the United Kingdom.
Basis of accounting
The annual financial statements of the Group for the 52 weeks ending 31 December 2022 have been
prepared in accordance with UK-adopted international accounting standards.
The current financial period is 52 weeks long, whereas the comparative financial period was 53 weeks long.
The Company has elected to prepare its Parent Company financial statements in accordance with Financial
Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”;
these are presented on pages 155 to 159.
Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis, except that certain
financial instruments including derivative instruments are stated at their fair value.
Summary of impact of Group restructure and listing of shares on the London Stock Exchange
On 28 April 2021, the Group listed its shares on the London Stock Exchange and was admitted to the
premium segment of the Official List of the Financial Conduct Authority.
Ahead of the listing and in order to establish an appropriate capital structure for the independent Group, cash
of £123.5 million was received from Travis Perkins Plc, through repayment of existing intercompany
receivables. The remaining intercompany receivables were settled through a non-cash dividend to Travis
Perkins Plc (£30 million), and a transaction whereby Travis Perkins Plc settled the repayment of 2020 rates on
behalf of the Group (£32.6 million).
Going concern
Based on the Group’s liquidity position and cash flow projections, including a forward looking severe but
plausible scenario, the Directors have a reasonable expectation that the Company and the Group have
adequate resources to continue in operational existence for the duration of the going concern period, being
the 12 month period following the date of approval of these financial statements, and accordingly they
continue to adopt the going concern basis of accounting in preparing the consolidated financial statements
for the period ended 31 December 2022.
The Group’s business activities, together with the factors likely to affect its future development,
performance and position are set out in the strategic report. The financial position of the Group, its cash
flows, liquidity position and borrowing facilities are described in the Financial Review on pages 60 to 62.
The principal risks and viability statement of the Group are set out on pages 66 to 72. The Directors have
considered these areas and how they may impact going concern.
The Directors do not consider going concern to be a critical accounting judgement. In determining this the
Directors have taken into account the ongoing profitability and positive operating cashflow in 2022, despite
the impacts of the economic environment in the UK and global supply issues, and a positive start to the
2023 financial year. Although the Group saw some weakening of sales as a result of the ongoing cost of
living crisis, and continuing cost pressures in the second half of the 2022 financial year, the Group
continues to demonstrate the flexibility of Wickes’ operational model, including a number of actions
undertaken to both respond to more challenging market conditions and to continue to drive efficiencies
within the business.
At 31 December 2022, cash and cash equivalents stood at £99.5m. In addition the Group had available an
undrawn committed Revolving Credit Facility (RCF) of £80m which expires in March 2025, and which is not
forecast to be utilised for a period of at least 12 months.
Net debt stood at £591.8m relating to lease liabilities of £691.3m included on the balance sheet under IFRS
16, with £80.9m due within one year: the Group has no other debt obligations.
Considering whether the Group’s financial statements can be prepared on a going concern basis, the
Directors have undertaken a detailed review which entails assessing the Group’s current and projected
financial performance and position, including current assets and liabilities, debt maturity profile, future
commitments and forecast cash flows. In forming their outlook on the future financial performance, the
Directors considered the risk of higher business volatility arising from the potential negative impact of the
general economic environment driven by the cost of living crisis.
Notes to the consolidated financial statements
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Wickes Group Plc Annual Report and Accounts 2022131
Notes to the consolidated financial statements continued
1 GENERAL INFORMATION AND ACCOUNTING POLICIES CONTINUED
The Directors’ review also included a severe but plausible scenario to assess the impact of a sales
reduction of 6% from 2022, a margin reduction of 1%, and a short period of operational shock, together with
increases to energy costs, staff costs, and the cost to complete the IT autonomy project, reflecting the
current economic uncertainty. Under this severe but plausible scenario the group retains a significant cash
balance and does not assume utilisation of the RCF: the severe but plausible scenario does show a
covenant breach but, as it does not require use of the facility at any point, this does not indicate a risk to
going concern. Nevertheless, if required there are further measures that could be taken to assist with
covenant compliance if this was considered necessary, including reducing bonuses and discretionary
spend in the short term.
The Directors remain watchful of ongoing pressures on customers and suppliers given the current
economic environment, and are aware that the Group is exposed to a number of risks and uncertainties,
which could affect the Group’s ability to meet its forecasts. The Directors believe that the Group has the
flexibility to react to changing market conditions and is adequately placed to manage its business
risks successfully.
2 ACCOUNTING POLICIES
Functional and presentational currency
The financial information is presented in Pounds Sterling, the currency of the primary economic
environment in which the Group operates. All amounts in the financial statements have been rounded
to the nearest £0.1m except where otherwise noted.
Transactions denominated in foreign currencies are recorded at the rates ruling on the date of the
transaction. At the balance sheet date, monetary assets and liabilities denominated in foreign currencies
are translated at the rate of exchange ruling at that date. Foreign exchange differences arising on
translation are recognised in the income statement.
Business segments
The operating segments are identified on the basis of internal reports about components of the Group
that are regularly reviewed by the Chief Operating Decision Maker (“CODM”), which is considered to
be the Executive Board of Directors, to assess performance and allocate capital. Management considers
there to be one operating segment.
2.1. Impact of new standards and interpretations
The following standards and interpretations, which have not yet been applied in these consolidated
financial statements, have been issued by the IASB but not yet adopted by the UK Endorsement Board:
–Amendments to IAS 1 – Presentation of Financial Statements
–Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback
The following standards have been adopted by the UK Endorsement Board but are not yet effective for the
Group
–Amendments to IAS 12 – Deferred Tax
–Amendments to IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors
–Amendments to IAS1 – Disclosure of Accounting Policies
–IFRS 17 – Insurance Contracts, Amendments to IFRS 17, Initial Application of IFRS 17
–Annual Improvements to IFRS 2018 – 2020
–Amendments to IAS 37 – Onerous Contracts
–Amendments to IAS 16 – Property, Plant and Equipment
–Amendments to IFRS 3 – Reference to the Conceptual Framework
Adoption of these standards in future periods is not expected to have a material impact on the
financial statements.
2.2. Revenue
Revenue is recognised when the Group has satisfied its performance obligations to the customer and
the customer has obtained control of the goods or services being transferred. Revenue is measured at the
transaction price received or receivable less a deduction for actual and expected returns and represents
amounts receivable for goods and services provided in the normal course of business, net of discounts and
value added tax.
Customers are entitled to return goods for a period after purchase. A right of return is not a separate
performance obligation and the Group is required to recognise revenue net of estimated returns.
A refund liability and a corresponding asset in inventory representing the right to recover products
from the customer are recognised.
Services comprise kitchen and bathroom installations and these are typically completed over a short
period of time. The Group does not sell installation services separately from the sale of kitchen and
bathroom products. Control of installed kitchens and bathrooms passes to the customer when the Group
has fulfilled its obligations under the installation contract and revenue from the installation of kitchens and
bathrooms is recognised at this point.
2.3. Inventories
Inventories, which consist of goods for resale, are stated at the lower of average weighted cost and net
realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those
overheads that have been incurred in bringing the inventories to their present location and condition.
Net realisable value is the estimated selling price less the estimated costs of disposal.
Cost of inventories
In determining the cost of inventories the Directors have to make estimates to arrive at cost and net realisable
value. Determining the net realisable value of the wide range of products held in many locations requires an
assessment to be applied to determine the likely saleability of the product and the potential price that can be
achieved. In arriving at any provisions for net realisable value the Directors take into account the age, condition
and quality of the product stocked and the recent trend in sales. The Group does not consider that there is a
significant risk of material adjustment arising within the next financial period as a result of this estimate.
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2 ACCOUNTING POLICIES CONTINUED
2.4. Adjusting items
Adjusting items are those items of income and expenditure that, by reference to the Group, are material
in size or unusual in nature or incidence and that in the judgement of the Directors should be disclosed
separately on the face of the consolidated financial statements to ensure both that the reader has an
understanding of the Group’s underlying trading performance and the separate impact of one off or
unusual events in the year, and that there is comparability of financial performance between periods.
Items of income or expense that are considered by the Directors for designation as adjusting items include,
but are not limited to, significant restructurings, significant write downs or impairments of current and
non-current assets, the costs of demerging and listing the business, the associated costs of separating the
business from Travis Perkins Plc’s IT systems, the impact of fair value movements on derivatives through
the profit and loss statement, the effect of changes in corporation tax rates on deferred tax balances, and in
the current year a reclaim of overpaid VAT relating to prior years.
2.5. Tax
The tax expense represents the sum of the tax payable and deferred tax.
Current tax
Tax payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income and expense that are taxable or deductible in other
periods and it further excludes items that are never taxable or deductible. The Group’s liability for current
tax is calculated using tax rates that have been enacted or substantially enacted by the balance sheet date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying
amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases
used in the computation of taxable profit. This is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets
are recognised to the extent that it is probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary
difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction
(other than in a business combination) that affects neither the taxable profit nor the accounting profit.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled
or the asset realised based on tax laws and rates that have been enacted or substantially enacted at the
balance sheet date. Deferred tax is charged or credited in the income statement, except when it relates to
items charged or credited directly to equity, in which case the deferred tax is also dealt within equity.
In respect of the deferred tax on IFRS 16 leases, as Wickes Buildings Supplies Limited prepares its
accounts under FRS 102, tax deductions flow from the payment of rent, effectively the settlement of the
lease liability. This gives rise to a deferred tax asset in respect of that lease liability, including any onerous
lease element that might be required under FRS 102, and deferred tax liability in respect of the
corresponding Right-of-Use asset. No initial recognition exception was utilised in respect of these, in line
with Deferred Tax related to Assets and Liabilities arising from a Single Transaction (amendments to IAS
12) 2021. They are presented as the net deferred tax asset/liability in the balance sheet and in the Lease
section of the deferred tax note.
2.6. Goodwill and other intangible assets
Goodwill
Goodwill arising on acquisition represents the excess of the cost of acquisition over the share of the
aggregate fair value of identifiable net assets (including intangible assets) of a business or a subsidiary at
the date of acquisition. Goodwill is initially recognised as an asset and allocated to cash generating units
or groups of cash generating units that are expected to benefit from the synergies of the combination and
is then reviewed at least annually for impairment. Any impairment is recognised immediately in the income
statement and is not reversed. Goodwill is accordingly stated in the balance sheet at cost less any
provisions for impairment in value.
Software
The directly attributable costs incurred for the development of computer software controlled by and for
use within the business are capitalised and written off as an expense over their estimated useful life, which
range from 3 years to 10 years. No amortisation is charged on computer software under construction.
Costs relating to research, maintenance and training are expensed as they are incurred. Licence fees for
using third-party software are expensed over the period the software is in use.
2.7. Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and any impairment in value.
Assets are depreciated to their estimated residual value on a straight-line basis over their estimated useful
lives as follows:
–Leasehold improvements – term of the lease
–Plant and equipment – 3 to 10 years
The residual value and useful life of assets are reviewed annually.
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between
the sale proceeds net of expenses and the carrying amount of the asset in the balance sheet and is
recognised in the income statement.
2.8. Supplier income
Supplier income comprises fixed price discounts and volume rebates.
Fixed price discounts and volume rebates received and receivable in respect of goods which have been
sold are initially deducted from the cost of inventory and therefore reduce cost of sales in the income
statement when the goods are sold. Where goods on which the fixed price discount or volume rebate
has been earned remain in inventory at the period end, the cost of that inventory reflects those discounts
and rebates.
Supplier income receivable is netted off against trade payables when there is a legally binding arrangement
in place and it is management’s intention to do so, otherwise amounts are included in other receivables in
the balance sheet.
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Wickes Group Plc Annual Report and Accounts 2022133
Notes to the consolidated financial statements continued
2 ACCOUNTING POLICIES CONTINUED
2.9. Trade and other receivables
The Group’s trade and other receivables at the balance sheet date comprises principally of amounts
receivable from the sale of goods and related services, amounts due in respect of rebates and sundry
prepayments.
Trade receivables, which are held at amortised cost, are subject to the expected credit loss model in IFRS 9
– Financial Instruments. The Group applies the IFRS 9 – Financial Instruments simplified approach to
measuring expected credit losses. This uses a lifetime expected loss allowance for all trade receivables. To
measure the expected credit losses trade receivables have been grouped based on shared credit risk
characteristics and the days past due.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there
is no reasonable expectation of recovery include the failure of a debtor to engage in a repayment plan with
the Group and the commencement of legal proceedings.
2.10. Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive
obligation because of a past event, and it is probable that an outflow of economic benefits will be required
to settle the obligation. Provisions are measured at the Directors’ best estimate of the expenditure required
to settle the obligation at the balance sheet date, and are discounted to present value.
Should a provision ultimately prove to be unnecessary then it is credited back to the income statement. Where
the provision was originally established as an adjusting item, any release is shown as an adjusting credit
The Group’s stores operate from a significant number of leased properties. Where necessary a provision
has been made for the residual commitments for rates and other payments, after taking into account
existing and anticipated subtenant arrangements.
It is Group policy to insure itself using policies with a high excess against claims arising in respect of
damage to assets, or due to employers or public liability claims. The nature of insurance claims means they
may take some time to be settled. The insurance claims provision represents management’s best estimate,
based upon external advice, of the value of outstanding claims against it where the final settlement date
is uncertain.
2.11. Trade payables and liabilities
Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs
and are measured at amortised cost. The Directors consider that the carrying amount of trade payables
approximates to their fair value.
2.12. Employee benefits – pensions
Payments to defined contribution retirement benefit schemes are recognised as an expense when
employees have rendered services entitling them to the contributions.
2.13. Equity
Equity instruments represent the ordinary share capital of the Group and are recorded at the proceeds
received, net of directly attributable incremental issue costs.
A description of the nature and purpose of each reserve is given below:
–The ‘Other reserves’ was created on the acquisition in March 2020 by Wickes Group Plc of Wickes Group
Holdings Limited and by Wickes Group Holdings Limited of Wickes Building Supplies Limited and Wickes
Finance Limited, via share for share exchanges, and represents the difference between the carrying value of
the assets and liabilities of the acquired companies and the nominal value and premium of the shares issued.
–Retained earnings represents cumulative results for the Group.
2.14. Leases
IFRS 16 – Leases establishes principles for the recognition, measurement, presentation and disclosure of
leases, with the objective of ensuring that lessees and lessors provide relevant information that faithfully
represents those transactions.
Identifying a lease
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is,
or contains, a lease if it conveys the right to control the use of an identified asset for a period of time
in exchange for consideration. Control is conveyed where the Group has both the right to direct the
identified asset’s use and to obtain substantially all the economic benefits from that use.
At inception or on reassessment of a contract that contains a lease component, the Group allocates
the consideration in the contract to each lease component on the basis of their relative stand-alone
prices. However, for plant and equipment leases in which it is a lessee, the Group has elected not to
separate non-lease components and account for the lease and non-lease components as a single lease
component.
For each lease or lease component, the Group follows the lease accounting model as per IFRS 16 – Leases,
unless the recognition exceptions can be used.
Recognition exceptions
The Group has elected to account for lease payments as an expense on a straight-line basis over the lease
term or another systematic basis for the following two types of leases:
(i) leases with a lease term of 12 months or less and containing no purchase options – this election
is made by class of underlying asset; and
(ii) leases where the underlying asset has a low value when new – this election can be made on a
lease-by-lease basis,
For leases where the Group has taken short-term lease recognition exemption and there are any changes
to the lease term or the lease is modified, the Group accounts for the lease as a new lease.
Lessee accounting
Upon lease commencement the Group recognises a right-of-use asset and a lease liability.
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Wickes Group Plc Annual Report and Accounts 2022134
2 ACCOUNTING POLICIES CONTINUED
Initial measurement
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or before the commencement date, plus any initial direct costs
incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying
asset or the site on which it is located, less any lease incentives received.
The lease liability is initially measured at the present value of the lease payments payable over the lease
term, discounted at the rate implicit in the lease if that can be readily determined. If that rate cannot be
readily determined, the Group uses the incremental borrowing rate.
Variable lease payments that depend on an index or a rate are included in the initial measurement of the
lease liability and are initially measured using the index or rate as at the commencement date. Amounts
expected to be payable by the lessee under residual value guarantees are also included.
Variable lease payments that are not included in the measurement of the lease liability are recognised in
profit or loss in the period in which the event or condition that triggers payment occurs, unless the costs
are included in the carrying amount of another asset under another accounting standard.
Subsequent measurement
After lease commencement, the Group measures right-of-use assets using a cost model. Under the cost
model a right-of-use asset is measured at cost less accumulated depreciation and accumulated impairment.
The lease liability is subsequently remeasured to reflect changes in:
–the lease term (using a revised discount rate)
–the assessment of a purchase option (using a revised discount rate)
–the amounts expected to be payable under residual value guarantees (using an unchanged discount rate)
–future lease payments resulting from a change in an index or a rate used to determine those payments
(using an unchanged discount rate)
The remeasurements are matched by adjustments to the right-of-use asset.
Lease modifications may also prompt remeasurement of the lease liability unless they are determined to be
separate leases.
Depreciation
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement
date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The
estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant
and equipment. In addition the right-of-use asset is reduced by impairment losses, if any, and adjusted for
certain remeasurements of the lease liability.
Lessor accounting
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance or
operating lease. To classify each lease, the Group makes an overall assessment of whether the lease
transfers substantially all the risks and rewards incidental to ownership of an underlying asset. If this is the
case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the
Group considers certain indicators such as whether the lease is for the major part of the economic life of
the asset.
The Group recognises operating lease payments as income on a straight-line basis over the lease term as
part of ‘other income’. The Group recognises finance income over the lease term of a finance lease, based
on a pattern reflecting a constant periodic rate of return on the net investment.
2.15. Borrowings
Interest bearing bank loans and overdrafts and other loans are recognised in the balance sheet initially
at fair value and subsequently at amortised cost. Finance charges associated with arranging the undrawn
revolving credit facility are recognised in the income statement over the life of the facility. All other
borrowing costs are recognised in the income statement in accordance with the effective interest rate
method.
2.16. Net debt
Net debt comprises cash and cash equivalents (being cash balances net of overdrafts) and the carrying
value of lease liabilities. The carrying amount of these assets and liabilities approximates to their fair value.
2.17. Financial instruments
Classification
The Group classifies its financial instruments in the following measurement categories:
– those to be measured subsequently at fair value through profit or loss “FVTPL”; and
–those to be measured at amortised cost.
The classification depends on the business model for managing the financial instruments and the
contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other
comprehensive income (FVOCI). For investments in equity instruments that are not held for trading, this will
depend on whether the Group has made an irrevocable election at the time of initial recognition to account
for the equity investment at FVTPL or at FVOCI.
The Group reclassifies debt investments when and only when its business model for managing those
assets changes.
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Wickes Group Plc Annual Report and Accounts 2022135
Notes to the consolidated financial statements continued
2 ACCOUNTING POLICIES CONTINUED
Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in
profit or loss.
Impairment
The Group assesses on a forward looking basis the expected credit losses associated with debt
instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on
whether there has been a significant increase in credit risk. For trade receivables, the Group applies the
simplified approach permitted by IFRS 9 – Financial Instruments, which requires expected lifetime losses
to be recognised from initial recognition of the receivables.
2.18. Impairment
Impairment of tangible and intangible assets
The carrying amounts of the Group’s tangible and intangible assets with a definite useful life are reviewed
at each balance sheet date to determine whether there is any indication of impairment to their value. If such
an indication exists, the asset’s recoverable amount is estimated and compared to its carrying value. Where
the asset does not generate cash flows that are independent from other assets, the Group estimates the
recoverable amount of the cash-generating unit (“CGU”) to which the asset belongs. The Group has
determined that each store is a separate CGU. The recoverable amount of an asset is the greater of its fair
value less disposal cost and its value-in-use (the present value of the future cash flows that the asset is
expected to generate). In determining value in use the present value of future cash flows is discounted
using a pre-tax discount rate that reflects current market assessments of the time value of money in
relation to the period of the investment and the risks specific to the asset concerned. The carrying value
of CGUs includes right-of-use assets.
Where the carrying value exceeds the recoverable amount a provision for the impairment loss is
established with a charge being made to the income statement. When the reasons for a write down no
longer exist the write down is reversed in the income statement up to the net book value that the relevant
asset would have had if it had not been written down and if it had been depreciated.
For intangible assets that have an indefinite useful life the recoverable amount is estimated at each annual
balance sheet date.
Measuring recoverable amounts
The Group tests goodwill for impairment annually or more frequently if there are indications that an
impairment may have occurred. The recoverable amounts of the goodwill is determined from value in use
calculations.
2.19. Share-based payments
The Group issues equity-settled share-based payments to directors and certain employees. Equity-settled
share-based payments are measured at fair value (excluding the effect of non market-based vesting
conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-
based payments is expensed on a straight-line basis over the vesting period, having been adjusted to reflect
an estimate of shares that will eventually vest and for the effect of non market-based vesting conditions.
Fair value is measured by use of the Black-Scholes pricing model which is considered by management to
be the most appropriate method of valuation. The expected life used in the model has been adjusted, based
on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural
considerations.
Prior to the demerger, the Group was part of a group share-based payment plan with Travis Perkins Plc. It
recognised and measured its share-based payment expense on the basis of a reasonable allocation of the
expense recognised for Travis Perkins Plc. This allocation was based on individual employees and where
their services were rendered for group companies.
2.20. Post balance sheet events
These accounts reflect events only up to the date on which the relevant underlying consolidated financial
statements were approved.
3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF
ESTIMATION UNCERTAINTY
The preparation of financial statements requires the Directors to make judgements, estimates and
assumptions concerning the future that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. These judgements are based on historical experience
and management’s best knowledge at the time and the actual results may ultimately differ from these
estimates. Estimates and underlying assumptions are reviewed on an ongoing basis and revisions are
recognised in the period in which the estimates are revised and in any future periods affected. The
estimates and assumptions that have significant risk of causing a material adjustment to the carrying value
of assets and liabilities are explained below.
Impairment of store assets (significant estimate)
Determining whether store assets (right of use assets relating primarily to the lease of each individual store,
and any associated property, plant and equipment) are impaired requires an estimation of the value in use
of the cash-generating units to which such fixed assets have been allocated. The value in use calculation
requires estimation of future cash flows expected to arise from the cash-generating unit (CGU) discounted
at a suitable discount rate in order to calculate the present value. The significant estimates relate to the
discount rate used, the store revenue and gross margin over the 5 Year Plan period, and the percentage of
central costs allocated. Details of CGUs as well as further information about the assumptions made are
disclosed in note 15.
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Wickes Group Plc Annual Report and Accounts 2022136
4 AUDITOR’S REMUNERATION
During the period the Group incurred the following costs for services provided by the Company’s auditors:
(£’000)
52 weeks
ended
31 December
2022
53 weeks
ended
1 January
2022
Fees payable to the Company’s auditor for audit services:
Audit of the Company’s annual accounts100100
Auditor for the audit of the Company’s subsidiaries 665665
Fees paid to the Company’s auditor for other services:
Services relating to corporate finance transactions (demerger)–575
Review of interim statement8070
8451,410
A description of how the Audit & Risk Committee ensures that auditor objectivity and independence is
safeguarded when the auditor provides non-audit services is set out in the report on page 96.
5 REVENUE
The Group has one operating segment in accordance with IFRS 8 ‘Operating Segments’, which is the retail
of home improvement products and services, both in stores and online.
The Chief Operating Decision Maker is the Executive Board of Directors. Internal management reports are
reviewed by them on a regular basis. Performance of the segment is assessed based on a number of
financial and non-financial KPIs as well as on profit before taxation.
The Group identifies two distinct revenue streams within its operating segment which are analysed below.
Both revenue streams operate entirely in the United Kingdom. The Group’s revenue is driven by a large
number of individual small value transactions and as a result, Group revenue is not reliant on a major
customer or group of customers.
Adjusted Revenue
(£m)
52 weeks
ended
31 December
2022
53 weeks
ended
1 January
2022
Core (product revenue) 1,187.91,234.7
“Do It For Me” (project revenue)371.1300.2
1,559.01,534.9
Revenue reconciliation and like-for-like adjusted revenue
The weighted average incremental borrowing rate applied to property leases is 4.1% (1 January 2022: 4.1%),
and for fleet leases is 3.0% (1 January 2022: 2.4%). Incremental borrowing rates for property leases are
calculated from Group debt costs modified for retail property yields across the UK. Incremental borrowing
rates for fleet leases are calculated from hire-purchase rates.
Sublet income
The Group leases space in some of its stores to third parties. Property rental income earned during the
period in respect of these properties is disclosed in note 6.
At the balance sheet date, the Group had contracts with lessees for the following undiscounted future
minimum lease payments:
(£m)
As at
31 December
2022
As at
1 January
2022
Within one year2.02.9
One to five years 6.17.9
After five years3.24.7
Total11.315.5
15 IMPAIRMENT TESTING
Measuring recoverable amounts
For impairment testing purposes, the Group has determined that each store is a separate CGU. ‘Click and
collect’ sales and an allocation of delivered online sales are included in store cash flows to reflect the
contributions stores make to fulfilling such orders and marketing the Group’s products.
CGUs are reviewed for indicators of impairment at each reporting date to determine if an impairment review
is required; initially this requires a review of each store’s performance to identify loss making or low
profitability stores, after taking account of an appropriate proportion of central costs, over the period of the
Board approved 5 Year Plan. In some particular cases, other factors are also considered including stores
with recent losses or proportionately higher asset values, as well as assessing whether any stores are
exposed to risks, including specifically those related to climate change, that could indicate that it will not be
able to remain open to the end of its lease, or result in any non-property assets having reduced useful lives.
The Group’s goodwill balance, which arose in relation to the acquisition of certain stores formerly operating
under the Focus brand in 2007 and 2011, is allocated and monitored for impairment testing purposes to
groups of individual CGUs. The Group tests goodwill for impairment annually, as well as for interim
reporting if there are indications that an impairment may have occurred.
In accordance with accounting standards, the recoverable amount of an asset is the greater of its value in
use and its fair value less costs to sell. Recognising that a value in use approach will reflect the valuation
premium arising from both the Group’s store network and fulfilment model, as well as the significant
investment made centrally to support its key growth drivers, which should be excluded when calculating
fair value, value in use has been used when calculating recoverable amount.
The recoverable amount of each CGU is determined from value-in-use calculations, derived from the
Group’s approved 5 Year Plan. The carrying value represents each store’s specific assets, as well as the
IFRS 16 right-of-use asset, plus an allocation of corporate assets (and related cash flows) where these
assets can be allocated on a reasonable and consistent basis.
Key assumptions
The estimation of future cash flows is derived from the Board approved 5 Year Plan, which is developed
from a variety of sources including store performance, competitor activity, and consumer and market
outlook. The key assumptions underpinning the value in use model include revenue growth, gross margin,
and an allocation of a percentage of central costs.
20222021
Pre-tax discount rate11.2%10.5%
Revenue growth rate1% – 6%5% – 6%
Gross margin39% – 47%44% – 45%
Central cost allocation60.5%50.2%
Management determined the values assigned to these financial assumptions as follows:
–The pre-tax discount rate is derived from the Group’s weighted average cost of capital, which has been
calculated using the capital asset pricing model, the inputs of which include a UK risk-free rate, equity
risk premium, Group size premium and a risk adjustment (“beta”).
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Wickes Group Plc Annual Report and Accounts 2022144
15 IMPAIRMENT TESTING CONTINUED
–Revenue growth rates and gross margin in the 5 Year Plan period are after removing the impact of new
stores, re-fits, and cost saving programmes that are yet to be enacted at the period end, but include the
impact of all known ESG commitments and risks. These rates change each year based on the latest
expectations of the business and will fluctuate based on both external and internal factors: the lower
revenue growth rates in the near term, arising from the current economic uncertainty, are forecast to
improve in the later years, reflecting the anticipated recovery in the UK economy and the continuing
successful execution of the Group’s growth strategy.
–Central costs are reviewed to identify amounts which are necessarily incurred to generate the CGU cash
flows. Costs are allocated by category using appropriate volumetrics. A proportion of stewardship costs
are allocated to CGUs, excluding those costs which are incurred solely due to the listed nature of the
Group.
–Cash flows beyond the 5 Year Plan period (2028 and beyond) have been determined using a long-term
nominal growth rate referencing UK nominal GDP.
Whilst the Directors consider their assumptions to be realistic: should actual results, including those for
market changes, be different from expectations, for instance due to a worsening of the UK economy, then it
is possible that the value of non-current assets included in the balance sheet could be further impaired.
Impairment of goodwill
At 31 December 2022 the recoverable amount of goodwill was in excess of its book value and therefore no
impairment has been recognised. Of the impairments noted on right-of-use assets below, £1.5m relates to
right-of-use assets for stores associated with some goodwill: however, the goodwill is associated with a
group of CGUs and there remains significant headroom within this group as a whole. The impairment
review was not sensitive to changes in the assumptions used in the value-in-use model.
Impairment of store related fixed assets
The impairment trigger review noted above identified 31 stores for which an impairment review was
required. The number of stores with an indicator of impairment in the period has increased significantly
reflecting the deterioration in the UK macro-economic environment and economic outlook in 2022, leading
to an expectation of a downturn in financial performance in the short term, with a potentially significant
impact across the retail sector as a whole.
The impairment reviews were carried out using the assumptions and methodology disclosed in this note.
Any impairments have been recognised initially against the right-of-use assets associated with these
stores, and in some cases where the impairment charge calculated is greater than the right of use asset,
also against the other plant and equipment associated with the stores.
The impairment review identified 20 stores that should be impaired resulting in £15.8m (1 January
2022: £5.1m) of impairment charge, split as £15.4m (1 January 2022: £5.1m) relating to right of use assets
and £0.4m (1 January 2022: £nil) relating to property, plant and equipment. No reversal of previous
impairments has been recognised (1 January 2022: £1.0m). This impairment charge is recognised within
selling costs.
Given the size of the total store impairment charge, and that fact a key contributory to the existence of the
charge is the broader UK macro-economic events impacting many retail businesses, and not solely the
underlying performance of the Group’s individual stores, this impairment charge is included within adjusting
items as disclosed in note 9.
The carrying amount of non-current assets attributable to the stores that have been subject to an
impairment review after this impairment is £69.7m. The impairment sensitivities set out below are
calculated with reference to those stores that have been subject to an impairment review.
Impairment sensitivities
It is possible that a materially different impairment would have been identified if the key assumptions were
changed significantly in the value-in-use calculations. The impact on the impairment charge recognised
from reasonably possible changes in assumption, all other assumptions remaining the same, are shown in
the table below.
Assumption
(£m)
Change in impairment
charge
Store revenue increases/(decreases) by 2%£6.5m – £(6.5)m
Gross margin increases/(decreases) by 1%£7.8m – £(7.9)m
Percentage of central costs allocated (increases)/decreases by 10%£4.7m – £(4.0)m
Discount rate (increases)/decreases by 100 basis points£3.4m – £(3.0)m
Reasonably possible changes of the other key assumptions, including reducing the growth rate to 0 per
cent past the 5 Year Plan period, would not result in a material increase to the impairment charge.
16 DEFERRED TAX
The following are the major deferred tax assets and (liabilities) recognised by the Group and movements
thereon during the current and prior reporting periods.
Pension
Capital
Allowance
Share-based
paymentsLeasesTotal
At 26 December 2020–0.30.523.224.0
(Credit)/charge to the profit or loss–(0.7)0.2(0.2)(0.7)
Charge to equity––0.4–0.4
Prior period adjustment–(0.1)(0.2)–(0.3)
Change in tax rates–(0.2)0.26.76.7
At 1 January 2022–(0.7)1.129.730.1
(Credit)/charge to the profit or loss(0.2)(4.7)0.83.3(0.8)
Charge to equity––(1.5)–(1.5)
Prior period adjustment0.2(3.1)(0.2)(2.0)(5.1)
At 31 December 2022–(8.5)0.231.022.7
Disclosed within non-current
assets–(8.5)0.231.022.7
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Wickes Group Plc Annual Report and Accounts 2022145
Notes to the consolidated financial statements continued
16 DEFERRED TAX CONTINUED
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the
asset is realised or the liability settled, based on tax rates that have been enacted, or substantively enacted, at
the balance sheet date. The Group has separately calculated the tax rates applicable in respect of Adjusting
items for the period as well as the tax rate change as a result of the increase in the rate of UK corporation tax
effective from 1 April 2023 from 19% to 25%. The legislation enacting this rate increase was substantively
enacted on 24 May 2021.
At 31 December 2022, the Group had unused capital losses of £37.6m (1 January 2022: £37.6m) available
for offset against future capital profits. No deferred tax asset has been recognised because it is unlikely
that future taxable profits will be available against which the Group can utilise the losses.
17 INVESTMENTS
As at 31 December 2022, these consolidated financial statements of the Group comprise the Company,
Wickes Group Plc, and the following companies which are all incorporated in the United Kingdom. All
subsidiaries are 100% owned.
Incorporated in England and Wales and registered at
Vision House, 19 Colonial Way, Watford, WD24 4JLPrincipal activity Class of share
Wickes Group Holdings LimitedHolding companyOrdinary
Wickes Building Supplies Limited*Home improvement retailerOrdinary
Wickes Finance Limited*DormantOrdinary
Wickes Holdings Limited*DormantOrdinary
* indirect shareholding
18 INVENTORIES
(£m)
As at
31 December
2022
As at
1 January
2022
Inventories201.6188.2
Inventories consist of goods for resale. Inventories are stated after provisions for impairment of £5.0m
(2021: £4.4m).
Inventories include a deduction to account for rebates receivable on inventory purchases of £8.1m
(1 January 2022: £8.8m).
Cost of sales for the 52 weeks ended 31 December 2022 includes inventory recognised as an expense
amounting to £856.2m (1 January 2022: £829.1m).
Period ended
31 December 2022
Period ended
1 January 2022
Movement in stock provisions
Opening provision4.44.0
Provision utilised(13.2)(10.9)
Provision increased13.811.3
Closing provision5.04.4
19 TRADE AND OTHER RECEIVABLES
(£m)
As at
31 December
2022
As at
1 January
2022 (Restated)
Trade receivables38.733.3
Allowance for expected credit losses(1.3)(1.6)
37.431.7
Other receivables32.832.2
Prepayments17.213.6
Total current trade and other receivables 87.477.5
Trade receivables primarily represent amounts receivable following the delivery of goods purchased
through finance agreements or the completion of a DIFM project installation and electronic payment
transactions with customers that were not received into the bank at the year end. Cash received from third
parties providing finance to the Group’s customers is recognised in the Cash Flow Statement as an
operating cash flow.
The ageing of trade receivables is shown below. A provision for expected credit losses has been recognised at
the reporting date through consideration of the ageing profile and the risk of non-recovery. The carrying
amount of trade receivables, net of expected credit losses, is considered to be an approximation to its fair
value.
Trade receivables on financed sales are ordinarily settled by financing providers; the Group does not retain
consumer credit risk in respect of these sales. In a small number of cases, despite the Group having fulfilled
its obligations under the installation contract, there may be a technical delay in receiving final settlement
from the finance partner. The Group assesses whether these delays may result in amounts ultimately not
being received and establishes a credit loss accordingly. Credit risk on credit card transactions is retained
by the card issuer.
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Wickes Group Plc Annual Report and Accounts 2022146
19 TRADE AND OTHER RECEIVABLES CONTINUED
The loss allowance for trade receivables was determined as follows:
31 December 2022Current
1-30
days
31-60
days
61-120
days
More than
120 daysTotal
Expected loss rate0.8%–––83.3%3.4%
Carrying amount of trade
receivables (£m)36.80.5–0.21.238.7
Loss allowance (£m)(0.3)–––(1.0)(1.3)
1 January 2022Current
1-30
days
31-60
days
61-120
days
More than
120 daysTotal
Expected loss rate––––64.0%4.8%
Carrying amount of trade
receivables (£m)29.70.70.20.22.533.3
Loss allowance (£m)––––(1.6)(1.6)
The Group assesses expected credit losses associated with the trade receivables on a forward looking basis
by considering actual credit loss experience and whether there has been a significant increase in credit risk.
The movement in the allowance for impairment in respect of trade receivables during the period was
as follows:
(£m)
As at
31 December
2022
As at
1 January
2022
At the beginning of the period1.60.6
Provided in the period0.21.6
Released during the period(0.5)(0.6)
At the end of the period1.31.6
Trade receivables are written off when there is no longer a reasonable expectation of recovery. This is
primarily where settlement is not received from the finance partners and an alternative payment plan
cannot be agreed with the customer directly, or where a payment plan exists and the customer has failed to
make contractual payments for a period greater than one year past due.
When assessing credit losses, trade receivables are grouped according to shared characteristics (payor /
payor type) and the days past due. Given the primary settlor of trade receivables is large financing
providers, such as Barclays or Hitachi, that have stable credit ratings, the Group has concluded that
historical debt performance of the portfolio during the last three reporting periods provides a reasonable
approximation of the future expected loss rates for each payor age category.
Other receivables primarily represent amounts due from suppliers to the Group for rebates of £23.4m
(1 January 2022: £28.9m).
For the year ended 1 January 2022, the tax receivable of £6.5m was disclosed within current trade and
other receivables. In accordance with paragraph 54(n) of IAS 1, ‘Presentation of Financial Statements’, the
tax receivable should have been presented separately on the face of the consolidated balance sheet. The
consolidated balance sheet for the year ended 1 January 2022 has been restated to separately present the
tax receivable. This adjustment has no impact on the prior year reported profit or net assets.
20 CASH AND CASH EQUIVALENTS
(£m)
As at
31 December
2022
As at
1 January
2022
Cash at Bank 29.528.4
Short-term deposits70.095.0
99.5123.4
Cash and cash equivalents comprise cash balances, short-term deposits and other short term highly liquid
investments (including money market funds) with maturities not exceeding three months from the date of
acquisition placed with investment grade counterparties which are subject to an insignificant risk of change
in value.
21 CAPITAL AND RESERVES
10 pence ordinary shares
The Group and CompanyShares£m
Authorised, issued and fully paid
At 26 December 2020252,143,923 25.2
Allotted under share option schemes7,494,0750.8
At 1 January 2022 and 31 December 2022259,637,99826.0
The Group and Company has 259,637,998 allotted and fully paid ordinary shares of 10 pence each. There is
a single class of ordinary shares and all shares rank equally with regard to the Company’s residual asset.
The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per
share at meetings of the Company.
Further to a prospectus of the Group dated 24 March 2021, the Group issued and allotted 6,557,475
ordinary shares at 10 pence each on the 17 June 2021 to the trustee of the Group’s employee benefit trust.
In addition and on the same date, the Group issued and allotted a further 936,600 ordinary shares of 10
pence each to the trustee of the Group’s Share Incentive Plan. These shares were issued to support the
employee share schemes put in place at the point of demerger.
EBT share reserves
The Wickes Employee Benefit Trust and Equiniti Share Plan Trustees Limited (together “the Trusts”) have
been put in place to further the interests of the Company by benefiting employees of the Group. The Trusts
are treated as an extension of the Group and the Company.
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Wickes Group Plc Annual Report and Accounts 2022147
Notes to the consolidated financial statements continued
21 CAPITAL AND RESERVES CONTINUED
During the 52 weeks ended 31 December 2022, nil ordinary shares were issued and allotted to the Wickes
Employee Benefit Trust and Equiniti Share Plan Trustees Limited (53 weeks ended 1 January
2022: 6,557,475 and 936,600 shares).
Where the Trusts purchase the Company’s equity share capital the consideration paid, including any
directly attributable incremental costs, is deducted from equity attributable to the Company’s equity
holders until the shares are cancelled or reissued. As at 31 December 2022, 6,818,863 shares (1 January
2022: 7,489,514 shares) were held by the Trusts in relation to the Company’s Share Incentive Plan.
(number of shares)
As at
31 December
2022
As at
1 January
2022
At beginning of the period7,489,514–
Issued and allotted shares-7,494,075
Shares released to participants(670,651)(4,561)
At end of the period6,818,8637,489,514
Other reserves
The ‘Other reserves’ balance as at 31 December 2022 of £785.7m (1 January 2022: £785.7m) was created
on the acquisition in March 2020 by Wickes Group Plc of Wickes Group Holdings Limited and by Wickes
Group Holdings Limited of Wickes Building Supplies Limited and Wickes Finance Limited, via share for
share exchanges, and represents the difference between the carrying value of the assets and liabilities of
the acquired companies and the nominal value and premium of the shares issued.
22 BORROWINGS
Bank borrowings
On 23 March 2021, the Group entered into a three-year £80.0m committed Revolving Credit Facility (RCF)
with a syndicate of banks. The Revolving Credit Facility is intended to be used for general corporate
purposes and was undrawn as at 31 December 2022 (1 January 2022: undrawn). In March 2022, a one year
extension was obtained on the revolving credit facility, extending the expiry date to March 2025. A further
one year extension, extending the expiry date to March 2026, is available.
The group does not have an overdraft facility as at 31 December 2022 (1 January 2022: no facility).
At the period end, the Group had the following borrowing facility available:
(£m)
As at
31 December
2022
As at
1 January
2022
Undrawn facilities:
3-year committed revolving credit facility (expires March 2025)80.080.0
80.080.0
Lease liabilities
Obligations under finance leases
The Group has entered into lease agreements in respect of retail stores, warehouses, vehicles and office
equipment. The leases are secured on floating charges over the assets of material subsidiaries in the
Group. Leases, with a present value liability of £691.3m (1 January 2022: £742.1m), expire in various years
to 2043 and carry an average incremental borrowing rate of 4.1% (1 January 2022: 4.0%). Rent in respect of
retail stores leases are reviewed by the landlord periodically, subject to assorted floors and caps. Except for
these reviews, cash flows and charges are expected to remain in line with the current period.
The discount rates used are calculated at inception of the lease on a lease by lease basis, and are based on
estimates of incremental borrowing rates.
Changes in lease liabilities arising from financing activities are detailed in Movement in Net Debt note 23.
In the period, the Group recognised charges of £0.5m (1 January 2022: £1.2m) of lease expenses relating
to short term and low value leases for which the exemption under IFRS 16 has been taken.
See note 14 for more detail on the depreciation of the Right-of-Use (ROU) assets and note 7 for more detail
on the interest expense relating to leases.
23 MOVEMENT IN NET DEBT
(£m)
Cash and cash
equivalents
Lease
liability Total
At 26 December 20206.5(790.0)(783.5)
Cashflow
Net repayments from Travis Perkins Plc123.5–123.5
Decrease in cash and cash equivalents – other(6.6)–(6.6)
Repayment of lease liabilities–109.1109.1
Discount unwind on lease liability –(31.3)(31.3)
Lease modifications–(32.5)(32.5)
Lease additions–(3.0)(3.0)
Lease incentives received–(0.3)(0.3)
Lease terminations–5.95.9
At 1 January 2022123.4(742.1)(618.7)
Cashflow
Decrease in cash and cash equivalents – other(23.9)–(23.9)
Repayment of lease liabilities–111.8111.8
Discount unwind on lease liability –(29.4)(29.4)
Lease additions–(34.8)(34.8)
Lease modifications-(8.2)(8.2)
Lease incentives received-(2.1)(2.1)
Lease terminations–13.513.5
At 31 December 202299.5(691.3)(591.8)
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Wickes Group Plc Annual Report and Accounts 2022148
23 MOVEMENT IN NET DEBT CONTINUED
Balances
(£m)
As at
1 January
2022
As at
1 January
2022
Cash and cash equivalents99.5123.4
Current lease liabilities(80.9)(81.4)
Non-current lease liabilities(610.4)(660.7)
Net debt(591.8)(618.7)
During the 53 weeks ended 1 January 2022, the Group received a £123.5m cash settlement of certain
intercompany balances owed by Travis Perkins Plc as part of the pre-Demerger Reorganisation. On
settlement of these intercompany balances the Group derecognised an equivalent amount of the
intercompany receivables due from Travis Perkins Plc.
24 PROVISIONS
(£m)PropertyWarranty InsuranceTotal
At 26 December 20202.41.56.810.7
Charge to income statement 1.11.7–2.8
Cash received from Travis Perkins Plc in respect
of dilapidations1.2––1.2
Utilisation (1.0)(1.0)(0.5)(2.5)
At 1 January 20223.72.26.312.2
Charge to income statement 0.92.5–3.4
Utilisation (2.5)(1.8)(0.4)(4.7)
At 31 December 20222.12.95.910.9
(£m)
As at
31 December
2022
As at
1 January
2022
Current9.111.0
Non-current1.81.2
10.912.2
Property provisions primarily arise following a decision to close a store where there is still an obligation to
fulfil rate, insurance and dilapidation payments under the lease contract, or if there is other evidence that
enables a dilapidation provision to be reliably estimated. The provision will be revised in future periods
should the lease be terminated early or a subtenant found.
In the period ended 1 January 2022, £1.2m was received from Travis Perkins Plc in respect of dilapidations
on a distribution centre previously leased by Travis Perkins Plc and transferred to the Group in the period.
The insurance claims provision represents management’s best estimate, based on external advice, of the value
of outstanding claims against it where the final settlement date is uncertain, using an expected value approach
in line with IAS 37. There are no individually material claims and the potential settlement dates and amounts vary
widely based on the portfolio of insurance claims provided for. The Group has no material self insured claims.
All provisions as at 31 December 2022 other than £1.8m of property provisions (1 January 2022: £1.2m of
property provisions) are considered to be current and expected to be utilised within the next twelve months.
25 TRADE AND OTHER PAYABLES
(£m)
As at
31 December
2022
As at
1 January
2022
Trade payables119.9112.6
Social security and other taxes15.98.9
Other payables12.415.3
Deferred income48.164.2
Accrued expenses41.440.8
Trade and other payables237.7241.8
The trade payables balance includes a deduction to account for amounts due from suppliers to the Group
for rebates of £8.6m (1 January 2022: £9.1m).
The deferred income balance represents amounts received directly from customers for goods and services
where the Group has not fulfilled its performance obligations. Under the terms of the relevant contracts,
sales made where third parties have provided finance to the customer do not give rise to deferred income.
Of the total deferred income balance, £43.6m (1 January 2022: £60.6m) related to DIFM deferred income.
Revenue of £56.8m was recognised in the 52 weeks ended 31 December 2022 which had been included in
the deferred income balance at the beginning of the period (53 weeks ended 1 January 2022: £32.1m).
As at 31 December 2022, no supply chain finance arrangements were in place.
26 DIVIDENDS
(£m)
As at
31 December
2022
As at
1 January
2022
Amounts recognised in the financial statements as distributions to
equity shareholders are shown below:
–final dividend for the 53 weeks ended 1 January 2022 of 8.8 pence
(52 weeks ended 26 December 2020: nil pence)22.1–
–interim dividend for the 52 weeks ended 31 December 2022 of 3.6
pence (53 weeks ended 1 January 2022: 2.1 pence)9.15.3
–Pre demerger dividend paid to Travis Perkins Plc-30.0
Total dividend31.235.3
In the period prior to demerger, a dividend payment of £30.0m was recognised in the financial
statements as a distribution to the former sole shareholder, Travis Perkins Plc, in the 53 weeks ended
1 January 2022.
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Wickes Group Plc Annual Report and Accounts 2022149
Notes to the consolidated financial statements continued
26 DIVIDENDS CONTINUED
The dividend paid to Travis Perkins Plc was as a result of the reorganisation of the legal structure of the
Wickes entities in preparation for the demerger. The dividend paid was in the form of an intercompany
transfer, as a result no cash payment was made.
A final dividend of 7.3p is proposed in respect of the 52 weeks ending 31 December 2022. It will be paid on
7 June 2023 to shareholders on the register at the close of business on 21 April 2023 (the Record Date).
The shares will be quoted ex-dividend on 20 April 2023.
Shareholders may elect to reinvest their dividend in the Dividend Reinvestment Plan (DRIP). The last date
for receipt of DRIP elections and revocations will be 16 May 2023.
27 SHARE-BASED PAYMENTS
The Group operates a number of share-based payment schemes for Executive Directors and other
employees, all of which are classified as equity settled. The Group has no legal or constructive obligation to
repurchase or settle any of the options in cash.
The total cost in respect of LTIPs, SAYE and Free Shares recognised in the income statement was £5.0m in
the period ended 31 December 2022 (period ended 1 January 2022: £3.8m). Of this charge, £4.4m, which is
the amount net of Employer’s National Insurance, is credited to equity. Employer’s National Insurance
(including Apprenticeship Levy) is being accrued on the balance sheet, where applicable, at the rate of
14.3%, which management expects to be the prevailing rate at the time the options are exercised, based on
the share price at the reporting date. The total National Insurance charge for the period was £0.6m (period
ended 1 January 2022: £0.7m).
The total cost between each of the relevant schemes, together with the number of options outstanding are
shown below:
52 weeks ended 31 December 202253 weeks ended 1 January 2022
Charge (£m)
Wickes
Group Plc
Travis
Perkins Plc*Total
Wickes
Group Plc
Travis
Perkins Plc*Total
Long Term Incentive Plan0.4–0.40.90.31.2
Transition Awards2.1–2.11.2–1.2
Save As You Earn (SAYE) 2.2–2.20.20.81.0
Free Shares0.3–0.30.4–0.4
5.0–5.02.71.13.8
Number of options (thousands)
Wickes
Group Plc
Travis
Perkins Plc*
As at
31 December
2022
Wickes
Group Plc
Travis
Perkins Plc*
As at
1 January
2022
Long Term Incentive Plan4,371–4,3711,795–1,795
Transition Awards862–8621,617–1,617
Save As You Earn (SAYE) 10,727–10,7275,434–5,434
Free Shares612–612882–882
16,572–16,5729,728–9,728
* to the date of demerger
A summary of the main features of the schemes are shown below:
Long Term Incentive Plan
The Long Term Incentive Plan (‘LTIP’) is open to Executive Directors and designated senior managers, and
awards are made at the discretion of the Remuneration Committee. Awards are subject to market and
non-market performance criteria.
Awards granted under the LTIP vest subject to achievement of performance conditions measured over a
period of at least three years and the Wickes Group Awards are in the form of nil-cost options as allowed by
the Plan rules.
Vesting of awards will be dependent on financial and share price measures, as set by the Remuneration
Committee, which are aligned with the long-term strategic objectives of the Group and shareholder value
creation. 30% of an award is based on share price measures. The remaining 70% are based on financial
measures. At the threshold performance, no more than 20% of the award will vest, rising to 100% for
maximum performance.
The charge in the period for LTIP includes an accrual of £0.1m (period ended 1 January 2022: £nil) for
the LTIP Buy-out in respect of the award granted to Mark George on his appointment as CFO, following
the decision to buy-out some of the incentive awards forfeited by him from his previous employer,
The Gym Group.
The charge in the period for LTIP includes an accrual of £nil (period ended 1 January 2022: £0.6m) for the
Group’s Deferred Share Bonus plan in respect of the bonus payable in shares for the period ended
31 December 2022.
On 31 March 2022 and 28 September 2022, the Company granted a total of 1,998,542 and 666,396 options
respectively, to the Executive directors and other senior management. The options will vest based on earnings
per share (‘EPS’) (70%) targets for the period ending 29 December 2024 and relative total shareholder return
(‘TSR’) (30%) targets on performance over the three year period to 31 December 2024. Upon vesting, the
options will remain exercisable until 31 March 2032 and 28 September 2032 respectively.
On 28 September 2022, the Company granted 148,114 options to Mark George. These Buy-out awards
were granted following the decision to buy-out some of The Gym Group incentive awards forfeited from his
previous employment. Of the total options, 101,216 will vest on 9 September 2023, with the balance vesting
on 25 March 2024. Upon vesting, the options will remain exercisable until 28 September 2032. The awards
are subject to his continued employment.
On 28 September 2021, the Company granted a total of 1,795,194 options to the Executive directors and
other senior management. The options will vest based on earnings per share (‘EPS’) (70%) targets for the
period ending 30 December 2023 and relative total shareholder return (‘TSR’) (30%) targets on performance
over the three year period to 31 August 2024. Upon vesting, the options will remain exercisable until
28 September 2031.
The Travis Perkins Plc charges included in the prior period are in respect of options on shares in Travis
Perkins Plc held by the staff of Wickes Building Supplies Limited, now a subsidiary of Wickes Group plc, up
to the point of demerger in 2021. All these shares were accrued up to the date of demerger and are
available to be exercised.
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Wickes Group Plc Annual Report and Accounts 2022150
27 SHARE-BASED PAYMENTS CONTINUED
Transition Awards
On 28 September 2021, the Company granted a total of 1,616,863 Transition Awards as planned shortly
after the announcement of the Company’s half year financial results.
The Transition Awards vested 50% on the first anniversary of the completion of the Demerger (28 April
2022) with the balance vesting on the second anniversary of the completion of the Demerger (28 April
2023).
Any awards made will be subject to the continued employment of recipients and for Executive Directors,
a performance underpin.
Save As You Earn
The Save As You Earn (“SAYE”) scheme is open to all Wickes Group employees. Vesting will be dependent
on continued employment for a period of 3 years from grant. A maximum monthly contribution of £500 is
permitted under the option scheme.
On 18 October 2022 the Company launched its second SAYE scheme, following its first SAYE scheme
which the Company launched on 19 October 2021. There are no performance conditions in respect of the
schemes and the vesting dates are 18 October 2025 and 19 October 2024 for the second and first schemes
respectively. Upon vesting, the options will remain exercisable for 6 months.
Free Shares
Free Shares are free Wickes Shares which have been allocated to all full-time and part-time employees at
demerger and had a market value of £300 or £150 respectively.
Fair value of options
The Black-Scholes option-pricing model is used to calculate the fair value of the options and the amount to be
expensed. Judgements including the probability of the performance conditions being achieved, the number of
employees who may leave the Group or the scheme, and dividend yields, are included in the fair value calculations.
The following information is relevant to the determination of the fair value of the awards granted under the
schemes for the 52 weeks ended 31 December 2022, the 53 weeks ended 1 January 2022 and, in the case
of Travis Perkins Plc, the options granted in the periods prior to the demerger. The information is expressed
as weighted averages where relevant:
52 weeks ended 31 December
2022
The Group and Company:
LTIP (nil cost
options)SAYE
Share price at grant date (pence) 166.6124.8
Option exercise price (pence) –104.0
Option life (years) 2.93.0
Expected dividends as a dividend yield (%) n/a5.4%
Risk free interest rate (%) 2.2%3.7%
Volatility (%)30.4%35.1%
53 weeks ended 1 January 2022
The Group and Company:
LTIP (nil cost
options)
Transition
AwardsSAYEFree Shares
Share price at grant date (pence) 221.2221.2232.8249.0
Option exercise price (pence) ––196.0–
Option life (years) 2.80.82.82.5
Expected dividends as a dividend yield (%) 2.5%2.5%2.5%2.5%
Risk free interest rate (%) 0.4%0.2%0.7%0.2%
Volatility (%)26.8%26.8%26.5%31.9%
As the LTIP awards have a nil exercise price the risk free rate of return does not have any effect on the
estimated fair value.
If options remain unexercised after a period of 10 years from the date of grant, these options expire.
Options are forfeited if the employee leaves the Group before options vest. SAYE options vest after 3
and expire 3½ years after the date of grant.
The expected life of options used in the model has been adjusted, based upon management’s best
estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
The risk-free interest rate of return is the yield on zero-coupon UK Government bonds on a term consistent
with the vesting period. Dividends used are based on actual dividends where data is known and future
dividends using the Group’s 5 year plan.
Volatility is based on historic share prices over the period since the demerger date, when Wickes Group Plc
joined the London Stock Exchange. Option life used in the model has been based on options being exercised
in accordance with historical patterns. For LTIP options (nil cost options) the vesting period is three years.
Travis Perkins Plc shares before Demerger
53 weeks ended 1 January 2022
Executive
optionsSAYE
Nil price
options
Share price at grant date (pence)1,1491,2041,096
Option exercise price (pence)1,144898–
Option life (years)2.23.12.2
Expected dividends as a dividend yield (%)2.5%2.5%2.6%
Risk free interest rate (%)(0.1%)0.0%(0.1%)
Volatility (%)42.5%42.4%42.6%
If options remain unexercised after a period of 10 years from the date of grant, these options expire.
Options are forfeited if the employee leaves the Group before options vest. SAYE options vest after 3 or 5
years and expire 3½ or 5½ years after the date of grant.
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Wickes Group Plc Annual Report and Accounts 2022151
Notes to the consolidated financial statements continued
27 SHARE-BASED PAYMENTS CONTINUED
The expected life of options used in the model has been adjusted, based upon management’s best
estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
The risk-free interest rate of return is the yield on zero-coupon UK Government bonds on a term consistent
with the vesting period. Dividends used are based on actual dividends where data is known and future
dividends estimated using a dividend cover of three times (within the Travis Perkins Board’s target range at
the time).
Volatility is based on historic share prices over a period equal to the vesting period. Option life used in the
model has been based on options being exercised in accordance with historical patterns. For executive
share options the vesting period is three years.
Income statement charge, shares granted and outstanding at the end of the period
A description of the share schemes operated by the Group is contained in the remuneration report on
pages 101 to 114. The number of share options granted and the estimated fair values of the shares under
option granted under the Group’s share schemes in both 2022 and 2021 are shown below:
Grant date – schemeExpiry date
Exercise price
(pence)
Share options
(thousands)
Fair value for the
Group (£m)
31/03/2022 – Long Term Incentive Plan31/03/2032–1,9990.6
28/09/2022 – Long Term Incentive Plan28/09/2032–6660.1
28/09/2022 – Long Term Incentive Plan
Buy-Out31/03/2032–1480.2
18/10/2022 – Save As You Earn Plan18/04/2026104.09,4751.9
28/09/2021 – Long Term Incentive Plan28/09/2031–1,7952.5
28/09/2021 – Transition Awards28/09/2031–1,6173.5
19/10/2021 – Save As You Earn plan19/04/2025196.05,4342.7
28/06/2021 – Free Sharesn/a–8821.5
In the period the Group charged £5.0m (1 January 2022: £3.8m) to the income statement in respect of
equity-settled share-based payment transactions.
The aggregate number of share awards outstanding for the Group and their weighted average exercise
price is shown below:
52 weeks ended 31 December 202253 weeks ended 1 January 2022
Weighted
average
exercise price
(pence)
Number of
options
(thousands)
Number of nil
price options
(thousands)
Weighted
average
exercise price
(pence)
Number of
options
(thousands)
Number of nil
price options
(thousands)
Outstanding at the beginning
of the period1105,1824,2949321,108346
Exercised during the period –
Travis Perkins Plc932(1,108)(346)
Outstanding at end of period /
before the date of the Demerger–––
Granted during the period –
Wickes Group Plc809,4752,8131095,4344,294
Exercised during the period––(636)–––
Forfeited during the period –
Wickes Group Plc192(3,930)(626)90(252)–
Outstanding at the end of
the period7510,7275,8451105,1824,294
Exercisable at the end of the
period––126–––
Details of the share options outstanding at 31 December 2022 are shown below:
52 weeks ended 31 December 202253 weeks ended 1 January 2022
LTIP
Transition
Awards
SAYE and
Free SharesLTIP
Transition
Awards
SAYE and
Free Shares
Range of exercise price (pence)––nil–196––nil–196
Weighted average exercise price
(pence)––110––169
Number of shares (thousands)4,37186211,3391,7951,6176,316
Weighted average expected
remaining life (years)2.10.32.62.80.82.8
Weighted average contractual
remaining life (years)9.28.83.19.89.83.2
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 2022152
28 COMMITMENTS
Consignment stock
At 31 December 2022, the Group held consignment stock on sale or return of £8.0m (1 January 2022: £9.0m). The
Group is only required to pay for the goods it chooses to sell and therefore this stock is not recognised as an asset.
Capital commitments
Capital commitments comprise amounts payable under capital contracts which are duly authorised and
in progress at the consolidated balance sheet date. They include the full cost of goods and services to be
provided under the contracts through to completion. The Group has rights within its contracts to terminate
at short notice and, therefore, cancellation payments are minimal.
Capital commitments at the end of the period are shown below:
(£m)
As at
31 December
2022
As at
1 January
2022
Contracted but not provided for in the accounts11.213.8
29 FINANCIAL INSTRUMENTS
The carrying value of categories of financial instruments
(£m)Note
As at
31 December
2022
As at
1 January
2022
Financial assets:
Cash and cash equivalents 2099.5123.4
Trade and other receivables at amortised cost1970.270.4
169.7193.8
Financial liabilities:
Trade and other payables at amortised cost25132.3127.9
Credit risk and impairment
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument
fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers
and financing institutions.
Trade and other receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
The Group’s exposure to credit risk from trade receivables is considered to be low because of the nature of
its customers and policies in place to prevent credit risk occurring.
Most revenues arise from the Core business and DIFM projects. Core and DIFM business revenues give rise
to trade receivables which are mainly financed by large reputable financing institutions, which have high
credit worthiness.
The Group establishes an allowance for impairment that represents its expected credit loss in respect
of trade and other receivables.
This allowance is composed of specific losses that relate to individual exposures and also an Expected
Credit Loss (ECL) component established using rates reflecting historical information for payor groups,
and forward looking information.
The ECL as at 31 December 2022 is £1.3m (1 January 2022: £1.6m).
Trade and other receivables exclude prepayments of £17.2m (1 January 2022: £13.6m).
Trade and other payables excludes taxation, social security, accruals and deferred income amounts
totalling £105.4m (1 January 2022: £113.9m).
The carrying amount of financial assets recorded in the financial statements, which is net of impairment
losses, represents the Group’s maximum exposure to credit risk.
Fair value of financial instruments
Financial assets designated at fair value through profit and loss comprise foreign currency forward
contracts, where the fair value of the contracts is measured by comparing the contract value using quoted
forward exchange rates with the value using the exchange rates prevailing at the period end.
The following table provides an analysis of financial instruments that are measured subsequent to initial
recognition at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is observable:
–Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for
identical assets or liabilities
–Level 2 fair value measurements are those derived from inputs other than quoted prices included within
Level 1 that are observable for the asset or liability either directly (i.e. as prices) or indirectly
(i.e. derived from prices)
–Level 3 fair value measurements are those derived from valuation techniques that include inputs for the
asset or liability that are not based on observable market data (unobservable inputs)
There were no transfers between levels during the period. There are no non-recurring fair value measurements.
The Group held financial instruments measured at fair value as shown in the table below:
(£m)
As at
31 December
2022
As at
1 January
2022
Included in assets
Level 2
Foreign currency forward contracts at fair value through profit
and loss2.60.7
Included in liabilities
Level 2
Foreign currency forward contracts at fair value through profit
and loss(0.2)-
2.40.7
Market risk
Market risk is the risk that changes in market prices, such as interest rates, will affect the Group’s income or
the value of its holdings of financial instruments. The objective of market risk management is to manage
and control market risk exposures within acceptable parameters, while optimising the return on risk.
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Wickes Group Plc Annual Report and Accounts 2022153
29 FINANCIAL INSTRUMENTS CONTINUED
Interest rate risk
The Group is exposed to interest rate risk arising from fluctuations in market rates. This affects future cash
flows from money market investments and the cost of variable rate borrowings such as the Revolving
Credit Facility which is currently undrawn. The Group did not have any loans or overdrafts facility during the
52 weeks ended 31 December 2022 (53 weeks ended 1 January 2022: none).
Currency forward contracts
The Group acquires goods for sale from overseas, which when not denominated in sterling are paid for
principally in US dollars. The Group has entered into forward foreign exchange contracts (all of which are
less than eighteen months in duration) to buy US dollars to manage the exchange rate risk arising from
these anticipated future purchases. At the balance sheet date the total notional value of contracts to which
the Group was committed was US$58.8.m (1 January 2022: US$87.3.m). The fair value of these derivatives
was a £2.6m asset and a £0.2m liability (1 January 2022: £0.7m asset and £nil liability). These contracts
are not designated as cash flow hedges and accordingly the fair value movement has been reflected in the
income statement as an adjusting item (see note 9 for further detail).
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The
Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s reputation.
Liquidity analysis
The following table details the Group’s liquidity analysis for its other financial liabilities. The Group’s
contractual maturities, as at the balance sheet date, of financial liabilities are as follows:
Maturity analysis
(£m)Note
Carrying
amount
Contractual
cash flows
Within
1 year
Between
one and five
years
More than
five years
As at 31 December 2022
Trade and other payables at
amortised cost25132.3132.3132.3––
Lease liabilities14691.3836.0107.3378.6350.1
823.6968.3239.6378.6350.1
As at 1 January 2022
Trade and other payables at
amortised cost25127.9127.9127.9––
Lease liabilities14742.1898.4109.5390.4398.5
870.01,026.3237.4390.4398.5
30 RELATED PARTY TRANSACTIONS
Key management personnel
Key management personnel are those persons having authority and responsibility for planning, directing
and controlling the activities of the Group, directly or indirectly. They include the Board, as identified on
page 77.
Key management compensation
(£m)
52 weeks
ended
31 December
2022
53 weeks
ended
1 January
2022
Salaries and other short-term employee benefits 1.51.6
Post-employment benefits 0.10.1
Share based payments0.80.9
Total2.42.6
Further information about the remuneration of individual Directors is provided in the audited section of the
Directors’ Remuneration Report on page 105.
The Group has a related party relationship with its subsidiaries, with its Directors and up to the date of the
demerger had related party relationships with Travis Perkins Plc companies. There have been no related party
transactions with Directors other than in respect of remuneration. Transactions with Travis Perkins Plc
companies relate to the purchase of goods and lease arrangements before the demerger date of 28 April
2021 and are detailed below. The Travis Perkins Plc companies ceased to be related parties after the
demerger date and therefore there are no further related parties transactions after that date.
Purchases of £nil (53 weeks ended 1 January 2022: £0.9m) were made from other entities in the Travis
Perkins Plc group. Rental payments of £nil (53 weeks ended 1 January 2022: £0.9m) were made to other
entities in the Travis Perkins Plc group. Rental income of £nil (53 weeks ended 1 January 2022: £0.4m)
was received from other entities in the Travis Perkins Plc group.
31 EVENTS AFTER THE REPORTING PERIOD
After the year end the Group received notification from Barclays of its intention to substantially withdraw its
consumer finance offering from the market, and therefore its intention to cease offering this service to the
Group in relation to finance products for DIFM customers. The Group has commenced the search for an
alternative provider and is confident that this will be completed during 2023.
Notes to the consolidated financial statements continued
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Wickes Group Plc Annual Report and Accounts 2022154
Company balance sheet
(£m)Notes
As at
31 December
2022
As at
1 January
2022
Assets
Non-current assets
InvestmentC6598.9770.8
Total non-current assets 598.9770.8
Total assets 598.9770.8
Equity and Liabilities
Capital and reserves
Issued share capital2126.026.0
EBT share reserves21(0.7)(0.8)
Retained earnings571.8738.5
Total equity597.1763.7
Current liabilities
Other payablesC81.87.1
Total current liabilities1.87.1
Total liabilities1.87.1
Total equity and liabilities598.9770.8
The loss attributable to the owners of the Company for the period ended 31 December 2022 was £139.8m (1 January 2022: profit of £27.3m).
The company’s financial statements of Wickes Group Plc, registered number 12189061, were approved by the Board of Directors on 22 March 2023 and signed on its behalf by:
David Wood Mark George
Chief Executive Officer Chief Financial Officer
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Wickes Group Plc Annual Report and Accounts 2022155
Company statement of changes in equity
(£m)
Issued share
capital
EBT share
reserve
Retained
earnings
Total
equity
At 26 December 202025.2–743.8769.0
Profit for the period and other comprehensive income––27.327.3
Issue of share capital0.8(0.8)––
Dividends paid––(35.3)(35.3)
Equity-settled share-based payments––2.72.7
At 1 January 202226.0(0.8)738.5763.7
Loss for the period and other comprehensive income––(139.8)(139.8)
Dividends paid––(31.2)(31.2)
Equity-settled share-based payments–0.14.34.4
At 31 December 202226.0(0.7)571.8597.1
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Wickes Group Plc Annual Report and Accounts 2022156
Notes to the Company financial statements
This section contains the notes to the Company financial statements.
The issued share capital and EBT share reserves are consistent with the
Wickes Group Plc Group Consolidated financial statements. Refer to note
21 of the Group financial statements.
C1 BASIS OF PREPARATION
The financial statements have been prepared in accordance with Financial Reporting Standard 102 (“FRS
102”) in conformity with the Companies Act 2006 and on an historical cost basis. The financial statements
are presented in pounds sterling and all values are rounded to the nearest million pounds (£m), except when
otherwise indicated.
See note 1 for general information about the Company.
The Company has used the exemption granted under s408 of the Companies Act 2006 that allows for the
non-disclosure of the income statement of the Parent Company.
As the consolidated financial statements of the Group headed by the Company are prepared in accordance
with International Financial Reporting Standards as adopted by the UK and include the disclosures
equivalent to those required by FRS 102, the Company has also taken the exemptions available in respect of
the following disclosures:
–Cash Flow Statement and related notes
–Key Management Personnel compensation
–Certain disclosures required by FRS 102.26 Share Based Payments
–Certain disclosures required by FRS 102.11 Basic Financial Instruments in respect of financial
instruments not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1.
The Company did not have items to be reported as other comprehensive income; therefore, no statement of
comprehensive income was prepared.
C2 SIGNIFICANT ACCOUNTING POLICIES IN THIS SECTION
Financial instruments
Financial instruments and financial liabilities are recognised when the Company becomes a party to
thecontractual provisions of the instrument. Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements entered into. An equity instrument is any
contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
Investment in subsidiaries
The Company’s investments in subsidiaries are carried at cost less provisions resulting from impairment.
Investments are assessed for indicators of impairment at each balance sheet date. If there is objective
evidence of impairment, an impairment loss is recognised in operating profit in the profit or loss as a
charge to administrative expenses.
In testing for impairment, the carrying value of the investment is compared to its recoverable amount, being
its value-in-use.
Where indicators exist for a decrease in a previously recognised impairment loss, the prior impairment
lossis tested to determine whether a reversal is required. An impairment loss is reversed on an individual
impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount
higher than the carrying value had no impairment been recognised.
Share-based payments
The financial effect of awards by the Company of options over its equity shares to employees of subsidiary
undertakings is recognised by the Company in its individual financial statements as an increase in its
investment in subsidiaries with a credit to equity equivalent to the cost in subsidiary undertakings. The
subsidiary, in turn, will recognise the cost in its income statement with a credit to equity to reflect the
deemed capital contribution from the Company.
C3 KEY ESTIMATES AND ASSUMPTIONS IN THIS SECTION
Impairment testing of investments in subsidiaries
The Company’s investments in subsidiaries have been tested for impairment by comparison against the
underlying value of the subsidiaries’ assets based on a value in use calculation. The value in use calculation
requires estimation of future cash flows expected to arise from the subsidiary discounted at a suitable
discount rate in order to calculate present value. The significant estimates relate to the Group’s profitability
over the 5 Year Plan period, the longer term growth rate, and the discount rate used.
C4 STAFF COSTS AND DIRECTORS’ REMUNERATION
The Company had no employees during the period, except for the Directors. The information on
compensation for the Directors, being considered as the key management personnel of the Company,
isdisclosed in note 30.
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Wickes Group Plc Annual Report and Accounts 2022157
Notes to the Company financial statements continued
C5 AUDITOR’S REMUNERATION
Amounts receivable by the Company’s auditor and its associates in respect of services to the Company
andits associates, other than the audit of the Company’s financial statements, have not been disclosed
asthe information is required instead to be disclosed on a consolidated basis in the consolidated
financialstatements.
C6 INVESTMENT IN SUBSIDIARIES
(£m)
Subsidiary
undertakings Cost
At 26 December 2020887.5
Additions – share based payments1.8
At 1 January 2022889.3
Additions – share based payments3.7
At 31 December 2022893.0
Impairment
At 26 December 2020 and 1 January 2022(118.5)
Impairment(175.6)
At 31 December 2022(294.1)
Net book value
At 31 December 2022598.9
At 1 January 2022 770.8
Details of the Company’s subsidiaries at the balance sheet date are in note 17 to the Group financial statements.
In accordance with accounting standards the Company’s investments, which have indefinite useful lives,
must have an impairment review at each reporting period. The recoverable amount of an asset is the
greater of its value in use and its fair value less costs to sell: the value in use of the investment is derived
from the Group’s 5 Year Plan on a pre IFRS 16 basis and management believe that this represents a higher
value than a potential fair value valuation.
Key assumptions
The estimation of future cash flows is derived from the Board approved 5 Year Plan, consistent with the
basis discussed in note 15 to the Group financial statements. The key assumptions underpinning the value
in use model include revenue growth, gross margin, discount rate, and long term growth rate.
20222021
Pre-tax discount rate17.0%10.5%
Revenue growth rate0% – 7.7%5% – 6%
Gross margin44.7% – 45.0%44% – 45%
Long term growth rate3.5%1.4%
Management determined the values assigned to these financial assumptions consistently with the basis
discussed in note 15 to the Group financial statements.
In light of the challenges of performing Value in Use calculations in respect of an Equity Investment on a
post IFRS 16 basis, the FY22 impairment review was performed on a pre-IFRS 16 basis. The discount rate
disclosed is therefore higher than that disclosed in Note 15 (as a pre IFRS 16 discount rate does not
incorporate the cost of debt and lease liabilities). In the prior year, where no impairment charge was
required to be calculated due to the headroom in the impairment review, the Value in Use calculation was
derived on a post IFRS 16 basis.
Impairment
An impairment review was therefore performed with an impairment charge of £175.6m being recognised.
This impairment reflects the deterioration in the UK macro-economic environment and economic
outlook’in 2022, leading to an expectation of a downturn in financial performance in the short term, with a
potentially significant impact across the retail sector as a whole.
Impairment sensitivities
It is possible that a materially different impairment would have been identified in the impairment review if
the key assumptions were changed in the value-in-use calculations. The impact on the impairment charge
recognised from reasonably possible changes in assumption, all other assumptions remaining the same,
are shown in the table below.
AssumptionChange in impairment charge
Discount rate increases or decreases by 0.5%£26.7m – £(24.2)m
Revenue increases or decreases by 2%£106.9m – £(106.9)m
Gross margin increases or decreases by 1%£119.5m – £(119.5)m
Long term growth rate increases or decreases by 0.5%£18.8m – £(17.0)m
C7 CAPITAL MANAGEMENT AND FINANCIAL INSTRUMENTS
The capital structure of the Company comprises issued capital, reserves and retained earnings as
disclosed in the Company statement of changes in equity totalling £597.1m (1 January 2022: £763.7m)
asat 31 December 2022.
Credit risk
As at 31 December 2022, the Company had no amounts owed (1 January 2022: £nil). The Company’s
maximum exposure to credit risk is £nil (1 January 2022: £nil)
Liquidity risk
The Company finances its activities through its investments in subsidiary undertakings.
The Company anticipates that its funding sources will be sufficient to meet its anticipated future
administrative expenses and dividend obligations as they become due over the next 12 months.
Market risk
As at 31 December 2022, the Company had short-term payables of £1.7m (1 January 2022: £7.1m) owed
tosubsidiary undertakings, which are repayable on demand and bear no interest. The Directors do not
perceive that servicing this debt poses any significant risk to the Company given its size in relation to
theCompany’s net assets.
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Wickes Group Plc Annual Report and Accounts 2022158
C7 CAPITAL MANAGEMENT AND FINANCIAL INSTRUMENTS CONTINUED
Distributable reserves
The distributable reserves of the Company approximate to the accumulated profits, under Reporting
Standard FRS102, after deducting equity settled share based payments and investments in own shares,
resulting in distributable reserves of £565.6m (1 January 2022: £735.9m). When required the Company
canreceive dividends from its subsidiaries to further increase the distributable reserves.
In the 52 weeks ended 31 December 2022, the Company received £38.3m of dividends from its
subsidiaries (53 weeks ended 1 January 2022: £35.3m) to pay to its equity shareholders of the Parent.
Share-based payments made during the 52 weeks ended 31 December 2022 include nil (53 weeks ended
1 January 2022: £1.1m) of pre-demerger charges for Wickes employees under the Travis Perkins Plc share
schemes.
C8 RELATED PARTY TRANSACTIONS
The Company’s subsidiaries are listed in note 17 to the Group financial statements. The following table
provides the Company’s balances that are outstanding with subsidiary companies at the balance sheet date:
(£m)
As at
31 December
2022
As at
1 January
2022
Amounts owed to subsidiary undertakings – Wickes Building
SuppliesLimited1.87.1
1.87.1
The amounts outstanding are unsecured and repayable on demand.
The following table provides the Company’s transactions with subsidiary companies recorded in profit for
the financial year:
(£m)
52 weeks
ended
31 December
2022
53 weeks
ended
1 January
2022
Amounts invoiced by subsidiaries(1.7)(7.1)
Dividend received from subsidiaries38.335.3
36.628.2
Amounts invoiced to/by subsidiaries relate to general corporate purposes.
Directors’ remuneration
The remuneration of the Directors of the Company is set out below. Further information about the
remuneration of individual Directors is provided in the audited part of the Directors’ Remuneration report
onpage 105.
(£m)
52 weeks
ended
31 December
2022
53 weeks
ended
1 January
2022
Salaries and other short-term benefits*1.51.6
Post-employment benefits*0.10.1
Share-based payments*0.80.9
2.42.6
* Emoluments and share-based payment charges for the Executive Directors are borne by a subsidiary company, Wickes Building Supplies
Limited, and recharged to Wickes Group Plc. Please refer to note 27 of the Group consolidated financial statements.
Directors’ interests in share-based payment schemes
Refer to note 27 to the Group financial statements for further details of the main features of the schemes
relating to share options held by the Executive Directors and Senior Management Team.
Other transactions
During the period, the Company did not make any purchases in the ordinary course of business from an
entity under common control.
C9 EVENTS AFTER THE REPORTING PERIOD
There have been no events to disclose after the reporting date.
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Wickes Group Plc Annual Report and Accounts 2022159
Managing your shares
The Company’s share register is managed by our registrar, Link. Shareholders can manage their
shareholdings online through the Link shareholder portal at www.signalshares.com. The benefits of
managing your shareholding online include the ability to:
–view your holding balance and get an indicative valuation;
–view movements on your holding;
–view the dividend payments you have received;
–cast your proxy vote online;
–update your address;
–register and change bank mandate instructions for dividends to be paid;
–elect to receive Shareholder communications electronically; and
–access a wide range of Shareholder information including the ability to download Shareholder forms.
Shareholder communications
We encourage our Shareholders to view Shareholder communications, including the Annual Report and
Accounts, electronically in order to minimise our impact on the environment and reduce costs. If you
currently receive communications in paper form and would like to switch to electronic communications,
youcan do this by visiting the Link Shareholder portal at www.signalshares.com or by contacting Link.
Financial calendar
The key events in our financial year will be posted on our website at www.wickesplc.co.uk
Annual General Meeting (AGM)
The AGM is an important event that gives us an opportunity to engage with our shareholders. Our 2023
AGM is scheduled to be held on 23 May 2023 at 9.00am. Details about the meeting and how to participate
will be available in the Notice of Meeting which will be posted on our website at www.wickesplc.co.uk
Dividends
An interim dividend of 3.6 pence per ordinary share was paid on 4 November 2022. Shareholders will be
asked to approve a final dividend for the financial year ended 31 December 2022 at the AGM. If approved, a
dividend of 7.3 pence per ordinary share will be paid on 7 June 2023 to Shareholders on the register on the
record date of 21 April 2023.
Dividend Reinvestment Plan
You can choose to have any cash dividends paid reinvested in further Wickes shares through the Dividend
Reinvestment Plan (terms and conditions apply). You can join the Dividend Reinvestment Plan via the Link
shareholder portal www.signalshares.com or contact Link for details.
Paperless dividends
In line with our ambition to reduce our environmental impact and in line with market practice, we moved to
the payment of cash dividends through direct payment to Shareholder bank accounts in 2022. This means
that you will no longer be able to receive payment of dividends by cheque and a consolidated tax voucher
for each tax year will be available electronically.
If you previously received your dividends by cheque you will need to register your bank details with Link via
the Shareholder portal www.signalshares.com or by contacting Link (contact details under ‘Managing your
shares’). Any unclaimed dividends will automatically be released into your bank account once your bank
details have been registered with Link.
ShareGift
ShareGift is a charity share donation scheme for Shareholders who may wish to dispose of a small
quantityof shares where the market value makes it uneconomic to sell on a commission basis. The
scheme is administered by the Orr Mackintosh Foundation and further information can be obtained by
contacting them:
Telephone: 020 7930 3737
Email: www.sharegift.org
Shareholder security
If you receive any unsolicited phone calls or correspondence concerning investment matters you should
get the name of the person and organisation and check that they are properly authorised by the FCA – visit
https://register.fca.org.uk/s/
If you think something is not right, report it to the FCA by calling the FCA consumer helpline on
08001116768 (freephone) – open Monday to Friday 8.00am-6.00pm and Saturday 9.00am-1.00pm.
More detailed information can be found on the FCA website www.fca.org.uk/scamsmart
Website publication
The Annual Report and Accounts 2022 will be available to view and download on the Company’s website at
www.wickesplc.co.uk. We will also publish on the website a machine-readable version of the annual
accounts using the single electronic reporting format (ESEF) as required under Disclosure Guidance and
Transparency Rule 4.1.14R and in accordance with the ESEF Regulation. The ESEF format of the accounts
has not been audited.
Shareholder information
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 2022160
ANNUAL GENERAL
MEETING (AGM)
Our 2023 AGM will be held
on23May 2023 at 9.00am.
Details about the meeting and how
to participate are contained within
the Notice of Meeting which will be
available at
www.wickesplc.co.uk
DIVIDENDS
In 2022, we removed cheque dividend
payments and now pay all cash
dividends directly to Shareholders’ bank
accounts. Register your bank details
with Link through the Shareholder Portal
or by contacting Link.
SHAREHOLDER
PORTAL
1
Manage your shareholding
byregistering for the Link
Shareholder portal at
www.signalshares.com
ELECTRONIC
COMMUNICATIONS
Switch to electronic
communications by visiting
theShareholder Portal or
contactingLink.
Investor Relations
investorrelations@wickes.co.uk
Corporate brokers
Citigroup
Investec
Independent auditor
KPMG LLP
Registered office address:
Wickes Group Plc
Vision House
19 Colonial Way
Watford
WD24 4JL
United Kingdom
Registrar
Link Group
10th Floor, Central Square
29 Wellington Street
Leeds LS1 4DL
Tel: +44 (0)371 664 0300*
Email: enquiries@linkgroup.co.uk
Useful information
* Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international
rate. Lines are open between 9.00am-5.30pm, Monday to Friday excluding public holidays in England and Wales.(1) You will need your Shareholder reference number to register. This can be found on your share certificate or dividend confirmation.
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Wickes Group Plc Annual Report and Accounts 2022161
Adjusted EBITDA Adjusted EBITDA is defined as Earnings before Interest, Tax, Depreciation and
Amortisation and before adjusting items. Adjusting items are defined as those items
of income and expenditure that are material in size or unusual in nature or incidence,
and in the current year such items relate to separation and demerger costs and
certain store impairments, as set out in more detail in Note 9. Removal of such
adjusting items allows the reader to understand the impact of the separation and
demerger project separately from the performance of the underlying business.
AGMAnnual General Meeting
BAUBusiness as usual
BRCBritish Retail Consortium
CAGRCompound Annual Growth Rate
CDPCarbon Disclosure Project
CEOChief Executive Officer
CFOChief Financial Officer
CGUCash generating unit
DIFMDo-it-for-me
DIYDo-it-yourself
DRRDirectors’ Remuneration report
DTRDisclosure Guidance and Transparency Rules
EBTEmployee Benefit Trust
ECLExpected credit loss
EMSEnvironmental Management System
EPSEarnings Per Share
ESGEnvironmental, Social, Governance
EVElectric vehicle
FCAFinancial Conduct Authority
FCFFree cash flow
FRCFinancial Reporting Council
FTEFull-time equivalent
GHGGreenhouse Gas
H&SHealth and safety
HGVHeavy goods vehicle
I&DInclusion and diversity
IFRSInternational Financial Reporting Standards
KPIKey performance indicator
LEDLight-emitting diode
LFLLike-for-like
LRListing Rules
NEDNon-executive Director
Order BookOrders that have been placed but not yet delivered: a measure of secured futurerevenue
PBTProfit before tax
PIEPublic Interest Entity
PlcPublic limited company
REACHRegistration, Evaluation, Authorisation and Restriction of Chemicals
RIDDORReporting of Injuries, Diseases and Dangerous Occurrences Regulations
ROCEReturn on Capital Employed: a measure of the profit generated by new capital expenditure
RPIRetail Prices Index
Sales densitySales per square foot
SASBSustainability Accounting Standards Board
SAYESave As You Earn
SECRStreamlined Energy and Carbon Reporting
SIDSenior Independent Director
SIPShare Incentive Plan
SKUStock Keeping Unit
SVHCSubstance of very high concern
TCFDTask Force for Climate-related Financial Disclosures
TSRTotal Shareholder Return
VOCVolatile organic compound
Glossary
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Wickes Group Plc Annual Report and Accounts 2022162
Stock turn
Stock turn is defined as the cost of goods sold divided by the average of year start and year end inventory.
Itis a measure of how effective we are in converting our stock into sales.
Stock turn is calculated as follows:
(£m)
31 December
2022
1 January
2022
Cost of goods sold856.2829.1
Opening stock188.2138.3
Closing stock201.6188.2
Average stock194.9163.2
Cost of goods sold divided by average stock4.45.1
Like-for-like sales
The use of like for like sales and why they are useful is discussed in detail in note 5. Additionally, further LFL
calculations, which are useful for the same reason, are calculated as follows:
Like-for-like sales - 52 week basis
The comparative period ended 1 January 2022 is a 53 week period and the current period ended
31 December 2022 is a 52 week period. To enable comparability, Like-for-like sales on a 52 week basis are
calculated as follows:
(£m)
52 weeks ended
31 December
2022
Adjusted revenue1,559.0
Prior period revenue (53 weeks ended 1 January 2022)1,534.9
Impact of week 53(24.5)
Prior period revenue on 52 week basis1,510.4
Revenue increase on 52 week basis48.6
Like-for-like sales growth %3.2%
Like-for-like sales - Core and DIFM
Like-for-like sales are further broken down into Core and DIFM related sales to enable further visibility of the
relative performance of the two areas.
Like-for-like sales – Core
(£m)
52 weeks ended
31 December
2022
Adjusted revenue1,187.9
Network change(0.3)
Adjusted revenue (like-for-like basis)1,187.6
Prior period revenue1,234.7
Prior period network change(3.5)
Prior period other movements(19.7)
Prior period revenue (like-for-like basis)1,211.5
Increase arising on a like-for-like basis(23.9)
Like-for-like revenue (%)(2.0)%
Like-for-like sales – DIFM
(£m)
52 weeks ended
31 December
2022
Adjusted revenue371.1
Network change(0.7)
Adjusted revenue (like-for-like basis)370.4
Prior period revenue300.2
Prior period network change(1.6)
Prior period other movements(4.8)
Prior period revenue (like-for-like basis)293.8
Increase arising on a like-for-like basis76.7
Like-for-like revenue (%)26.1%
Alternative Performance Measures
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Wickes Group Plc Annual Report and Accounts 2022163
Like-for-like sales - 3 Year Basis
Given the exposure of recent years to COVID-19 lockdowns, a comparison to a pre-COVID revenue figure is
considered to give a more meaningful analysis. These three year comparatives become less meaningful
when the base year includes the COVID lockdown period, and therefore will no longer be provided after this
year.
3 Year Like-for-like sales is calculated by compounding the like for like growth over the past three years:
CoreDIFMTotal
2020 like-for-like18.8%(27.8%)5.0%
2021 like-for-like14.2%8.5%13.0%
2022 like-for-like(2.0%)26.1%3.5%
Compounded33.0%(1.3%)22.8%
Free cash flow
The use of free cash flow and why it is useful is discussed on page 31. It is calculated as follows:
(£m)31-Dec-2201-Jan-22
Cash generated from operations160.4148.0
Add back cash impact of adjusting items21.717.9
Adjusted cash inflow from operating activities182.1165.9
Less: repayment of lease liabilities(80.3)(77.5)
Less: Interest on lease liabilities(29.4)(31.3)
Less: purchases of property, plant and equipment(40.4)(26.5)
Less: tax paid(4.3)(14.6)
Add: property disposal proceeds0.41.2
Add: interest received1.90.1
Less: interest paid(1.0)(0.7)
Free cash flow29.016.6
Cost to sales ratio
Cost to sales ratio is the ratio of selling costs plus administrative expenses to total sales. The cost to
sales ratio is used to determine whether revenue increases are matched by increases in profit
(£m)31-Dec-2201-Jan-22
Adjusted selling costs332.1334.9
Adjusted administrative expenses131.1117.3
Total adjusted costs463.2452.2
Total adjusted sales1,559.01,534.9
Ratio29.7%29.5%
IFRS 16 net debt Leverage
IFRS 16 net debt leverage is the ratio of our net debt balance to our adjusted EBITDA (as calculated
above). This enables us to assess whether the profit we generate will be sufficient to pay our debt
obligations.
(£m)
52 weeks ended
31 December
2022
Adjusted operating profit103.9
Add back depreciation of property, plant and equipment20.1
Add back depreciation of right-of-use assets77.7
Add back amortisation5.2
Adjusted EBITDA206.9
(£m)31-Dec-22
Net debt591.8
Adjusted EBITDA206.9
Leverage ratio2.9x
Sales density
Sales density is a measure of sales per year per square foot of store space and enables us to monitor
whether increases or decreases in store space are matched by increases or decreases in revenue
31-Dec-2201-Jan-22
Sales (£m)1,559.01,517.4
Average square footage (million)6.36.4
Sales density247238
Return on Capital Employed (ROCE)
ROCE compares the amount spent to refit a store against the increase in gross profit gained in the
following year as a result. This helps us assess whether refits are generating an appropriate amount of
revenue uplift.
Alternative Performance Measures continued
Strategic reportGovernanceFinancial statementsOther information
Wickes Group Plc Annual Report and Accounts 2022164
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