16th Dec 2013 14:09
Thomas Cook Group plc
(the "Company")
Annual General Meeting and Annual Report & Accounts 2013
In compliance with LR 9.6.1, the following documents have today been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm:
1. Notice of Annual General Meeting ("AGM") 2014
2. Form of Proxy
3. Annual Report & Accounts 2013
The AGM is scheduled to be held at 10.30am on Thursday 20 February at 1st Floor, North Building, 200 Aldersgate, London, EC1A 4HD.
The Annual Report & Accounts 2013 and the Notice of AGM 2014 can also be viewed at or downloaded from the Company's corporate website at www.thomascookgroup.com.
A condensed set of Company financial statements and information on important events that have occurred during the year and their impact on the financial statements were included in the Company's preliminary announcement on 28 November 2013. That information together with the information set out below which is extracted from the Annual Report & Accounts 2013 constitute the requirements under of DTR 6.3.5 which is to be communicated via an RIS in unedited full text. This announcement is not a substitute for reading the full Annual Report & Accounts 2013. The preliminary announcement can be viewed or downloaded from the Company's corporate website www.thomascookgroup.com.
For further information please contact:
Group Company Secretary |
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Derek Woodward, Thomas Cook Group | +44 (0) 20 7557 6415 |
Media |
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Jenny Peters, Thomas Cook Group | +44 (0) 7568 105144 |
Andrew Lorenz, FTI Consulting | +44 (0) 7775 641807 |
Appendix A
Statement of Directors' responsibilities
The Annual Report & Accounts 2013 contains the following statements regarding responsibility for the Annual Report, the Directors' Remuneration Report and the financial statements:
The Directors are responsible for preparing the Annual Report, the Directors' Remuneration Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Group and the Company financial statements in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union. The financial statements are required by law to give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing those financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent; and
• state that the financial statements comply with IFRSs as adopted by the European Union.
The Directors confirm that they have complied with the above requirements in preparing the financial statements. The Directors also confirm that they consider the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's
performance, business model and strategy.
The Directors are responsible for keeping proper accounting records that show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group, and for ensuring that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the Company's website, and legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Each of the Directors, who were in office at the date of this report, whose names and responsibilities are listed on pages 50 and 51, confirm that, to the best of their knowledge:
· the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and
· the Strategic and Directors' Report contained on pages 2 to 89 includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.
Appendix B
Principal risks and uncertainties
The Annual Report & Accounts 2013 contains the following disclosures relating to principal risks and uncertainties:
Enhanced risk management capability
The Board is responsible for maintaining the Group's risk management and internal
control systems, with a mandate that includes defining risk appetite and monitoring risk exposures to ensure that the nature and extent of risks taken by the Group are aligned with its strategic objectives. During the year, the Group has made a significant investment in people and technology as it continues to enhance and develop its risk management capability. We continue to focus on further embedding a culture of risk management that will contribute towards effective strategy execution, ensuring both risk and opportunities are identified and managed to deliver long-term value creation.
Our approach to risk management
Operating in a dynamic and rapidly evolving environment requires a flexible and responsive risk management process that can match the pace of change and provide
management with a concise view of the Group's risk profile at any point in time.
Risk registers are continually updated through an ongoing programme of risk workshops, with operational and financial management. Risk is formally assessed as a standing agenda item at all monthly segment level board meetings, with key risks being escalated and discussed within the Risk Matters Group ("RMG"). The RMG and the broader risk management framework has been designed to ensure the scope of coverage includes operational, financial and legal risks within a single framework. The purpose of the RMG is to provide leadership, direction and oversight with regard to the Group's overall risk framework, appetite, tolerance and relevant risk policies, processes and controls.
The RMG meets on a bi-monthly basis, attended by senior executives from across
the Group and our external advisers, in order to provide a further dimension of insight and validation. The RMG reports to the Audit Committee and Risks and Disclosures Committee.
The Audit Committee considers risk exposure against risk appetite by profiling key risks in respect of their potential impact and likelihood of occurrence, after consideration of mitigating and controlling actions that are in place. During the year, the Audit Committee has reviewed both top down and bottom up risk analyses and the Board has undertaken a detailed exercise to consider its risk appetite, both in relation to the Transformation activity and the business-as-usual environment. The aim of these activities has resulted in a Combined Assurance Plan, which will enable
a risk-based approach to the ongoing internal audit and assurance programme. On an annual basis, the Board reviews risk appetite to ensure it is calibrated to the Group's strategic objectives.
The communication of the Thomas Cook Business System outlines our commitment
to defining excellence in governance and adopting principles of risk management across the organisation and our processes. Our vision for the Thomas Cook Business System extends beyond the parameters of conventional risk management and we are now finalising our plans to ensure principles of risk management influence our approach to leadership, organisational structure, business policies and performance and operational monitoring, decision making and day-to-day processes are "risk proofed" and aligned to our Profitable Growth Strategy. We do not see this is as a one-time transformational activity, but an opportunity for governance and risk
management to influence the culture and ethos of our operations and people.
Principal risks and uncertainties
The table below lists the principal risks and uncertainties that may affect the Group
and highlights the mitigating actions that are being taken and the opportunities we aim to capture. The content of the table, however, is not intended to be an exhaustive list of all the risks and uncertainties that may arise.
Principal risks | Mitigating actions | Opportunity |
Threat of a continued downturn in demand due to adverse global economic factors | Our flexible business model allows us to align our committed capacity to fluctuating demand. We continue to develop multi-channel distribution and develop strategies to improve product mix, increase margins and reduce costs. Active co-ordination of Group-wide risk activity ensures teams have early indication of emerging risk and by working with risk specialists deliver robust and effective mitigations. | Our focus on delivery of our Profitable Growth Strategy means we are able to respond rapidly to economic improvement. |
Recruitment, development and retention of talented people | A CEO led review of leadership structure and personnel has resulted in 68 new leaders being appointed across the Group - reflecting a third being recruited externally, a third being retained and a third being promoted internally. These changes have enabled new strengths and skills to complement existing capabilities. We have made significant investment in our people attracting "world-class" talent to strengthen our leadership across the Group. Our high potential talent is identified and nurtured through an Executive Development Programme. Our reward schemes are constantly evaluated to drive and reward performance and ensure retention of key talent. As we drive change throughout the organisation, our competency development and evaluation processes are focused on encouraging change agility. Sandra Campopiano, who was appointed as Chief People Officer in September 2013, will drive our People Agenda going forward. | The creation of a high-performing actively engaged team which will consequently lead to delivery of the key objectives of the Group's Transformation, embed the Thomas Cook Business System that will ultimately improve overall business performance on a sustainable basis. |
A major health and safety incident impacting our customers or colleagues | There is a Group-wide structure in place to support management through the provision of staff training, auditing and specialist advice. The assessment of health and safety risks is inbuilt into daily management routines and is monitored by a comprehensive structure of health and safety committees that are in turn overseen by a corporate Health, Safety & Environmental Committee with Board level oversight. | We are committed to identifying initiatives that will enhance the safety culture and contribute to the continuous improvement of the safety and well-being of all our customers and colleagues. |
Geo-political and regulatory | Dedicated management teams ensure full compliance with formal regulatory requirements. We monitor stakeholder and political reactions to ensure we react to emerging political and regulatory developments. | The Group will continue to contribute to the constructive engagement with government agencies and other stakeholders to help create a sustainable framework for travel and tourism. |
Commodity, currency and interest rate | Comprehensive strategy and supporting policies to undertake hedging activity in line with the needs of the business and prevailing market conditions. | The Group derives certainty over its exposure to trends in the commodity or currency markets and interest rates. This enables the Group to plan and make informed decisions particularly during periods of high volatility. |
The business Transformation fails to deliver against strategic and operational targets | We have a fully integrated Transformation plan to align the business to our Profitable Growth Strategy. Delivery of strategic Transformation is led by a high calibre team with a rigorous framework of review, including Executive Committee meetings, one-to-ones between the Group CEO and her Direct Reports team, Direct Report meetings and Thomas Cook Leadership Council meetings. | To deliver sustainable growth in shareholder value, balancing the needs of our customers, employees and communities in which we work with our strategic objectives and corporate and social responsibilities. |
Failure to expand products and services that meet customer demand | The business has an extensive programme of market and client feedback, including what we believe to be one of the largest consumer surveys ever undertaken within the sector. The business has dedicated management teams focused on enhancing its portfolio of product and services, whilst continuously monitoring performance. | Focus on new products and services will be the primary driver in delivering our Profitable Growth Strategy. |
Impact of competition upon price and market share | Management focus upon omni-channel distribution, Group-wide cost reduction programme, collaborative working with key hoteliers and partners, and targeted effort to expand products and services aligned to market demand. | Grow market share in historic markets and further penetration of digital and distribution channels. |
Failure of IT infrastructure | The Group's IT strategy, priorities and delivery plans are being reviewed as part of the IT Transformation project being led by the Group Chief Technology Officer. This review will ensure delivery of IT services and technology will be fit to meet the needs of rapidly changing technologies, whilst maintaining integrity and performance of existing systems and operations which are key to the delivery of the Transformation. | To set the tone and drive for change as business pursues strategy of high tech, high touch Transformation; ultimately providing our customers enhanced products, service and functionality. Delivering the IT strategy will result in a strengthening of the Group's capabilities which is also focused on making internal functions more efficient. |
Internal control failure | Detailed policy and procedures spanning across key business functions. Established business processes with clearly defined transactional controls and independent monitoring activity. | Enhanced control environment, minimising operational loss or fraud. |
Shortfall in pension funding | Ongoing monitoring of pension scheme assets and liabilities, independent assessment and corrective action taken by management. | Early alert of pension liability ensures timely action whilst promoting robust financial planning. |
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