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Chief exeCutive’s report and Business review Continued<br />

We have later in this report commented on risks and uncertainties that relate<br />

to the Group’s businesses, and while we manage risks to reduce, where<br />

possible, the likelihood of their occurring and their impact if they do, they are<br />

factors that could influence the Group or part of it.<br />

We anticipate that the football World Cup in 2010 will be a major opportunity<br />

for the UK Retail business, but given the likely launch of new football strips<br />

in March - a month later than in previous years - it’s impact (subject to<br />

qualification of the home nations – and in particular England) will come later<br />

in the calendar year than hitherto, and will be largely reflected in the 2010–11<br />

financial year.<br />

As previously commented, the Group’s holding of forward foreign exchange<br />

contracts has greatly reduced during the Year, reducing an element of<br />

potential volatility in reported profit, and we expect the holding to continue at<br />

or below the current low level in 2009–10.<br />

environmental matters<br />

A review of the assessment of the Group’s impact on the environment, is<br />

included in the Corporate Social Responsibility Report on page 29.<br />

employees<br />

<strong>The</strong> hard work and loyalty of our employees are key to our success, and we<br />

intend to motivate them and enable them to share in the Group’s success by<br />

seeking shareholder approval at the AGM for a new bonus scheme.<br />

<strong>The</strong> bonus scheme is intended to drive underlying EBITDA, and to motivate<br />

and help improve retention of key employees, to encourage those employees<br />

participation in the shares of the Company and to align the interests of those<br />

employees and shareholders.<br />

All permanent UK employees in UK Retail, Brands and Head Office with at<br />

least one year’s service at the beginning of 2009/10 will participate. <strong>The</strong><br />

scheme will replace, where relevant, existing annual bonus schemes, but not<br />

workplace based schemes. <strong>The</strong> bonus targets are stretch targets, and are net<br />

of scheme costs.<br />

<strong>The</strong> bonus is in two stages. <strong>The</strong> first bonus is 25% of base pay in shares at<br />

£1.00 per share. <strong>The</strong> first bonus target is Underlying EBITDA of £155m in<br />

2009-10. <strong>The</strong> first bonus will vest two years after the EBITDA target of £155m<br />

is reached, and is subject to continuous employment until then.<br />

<strong>The</strong> second bonus is 75% of base pay in shares at £1.25 per share. <strong>The</strong> second<br />

stage of the bonus is conditional upon the first bonus target being met in<br />

2009-10, and the second bonus targets are Underlying EBITDA of £195m in<br />

2010-2011, and Underlying EBITDA/Net Debt ratio of 2 or less at the end of<br />

2010-11. <strong>The</strong> shares vest, subject to continuous employment until then, 2<br />

years after the second bonus targets are met.<br />

shireBrook Campus<br />

<strong>The</strong> Group continues to invest in infrastructure, and the process of<br />

consolidating the Brands business, including acquired businesses, at<br />

Shirebrook continues.<br />

risks and unCertainties relatinG to the Group’s Business<br />

Risks are an inherent part of the business world. <strong>The</strong> Group has identified<br />

the following factors as potential risks to, and uncertainties concerning, the<br />

successful operation of its business.<br />

supply Chain<br />

Any disruption or other adverse event affecting the Group’s relationship with<br />

any of its major manufacturers or suppliers, or a failure to replace any of its<br />

major manufacturers or suppliers on commercially reasonable terms, could<br />

have an adverse effect on the Group’s business, operating profit or overall<br />

financial condition.<br />

foreiGn exChanGe risk<br />

<strong>The</strong> Group operates internationally and is exposed to foreign exchange risk<br />

arising from various currency exposures, primarily with respect to the US<br />

dollar and Euro.<br />

Foreign exchange risk arises when future commercial transactions or<br />

recognised assets or liabilities are denominated in a currency that is not the<br />

entity’s functional currency, as exchange rates move. As explained above,<br />

in the Group’s case, the majority of contracts relating to the sourcing of<br />

Group branded goods are denominated in US dollars, and a strengthening<br />

of the dollar or a weakening of the pound sterling makes those goods more<br />

expensive.<br />

6<br />

Chief Executive’s Report & Business Review

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