Coats Annual Report 2021
Coats Annual Report 2021
Coats Annual Report 2021
ACCELERATING
AND
TRANSFORMING
Strategic report Corporate governance Financial statements Other information
Contents Introduction
WE ARE ACCELERATING
Strategic report
2021 1,504
2021 2020 Change
CER
change
Organic
change
2019 191
Highlights • Adjusted operating profit $193 million
• Accelerating Group sales growth of 29% (reported $179 million); inflationary
(6% vs 2019) with continued momentum: pressures absorbed by successful pricing
Key Performance Indicators actions and self-help productivity
– Apparel & Footwear: 33% sales growth
*Indicates our KPI measures. See pages 18-19 programmes
(5% vs 2019); demand recovery and
for more details and historical performance. positive end market sentiment across • A&F adjusted operating margins 15%1; PM
US, Europe and Asia adjusted operating margins 7%1, or 14%1
1. Adjusted measures are non-statutory measures excluding the US
(Alternative Performance Measures). These are – Performance Materials: 19% organic
reconciled to the nearest corresponding statutory sales growth (8% vs 2019) • Adjusted EPS of 6.8c per share (reported
measure in note 12. Constant Exchange Rate (CER) 6.1c per share), vs 2.4c per share in 2020
are 2020 and 2019 results restated at 2021 • Strong thread market share gains in A&F
exchange rates. Organic vs 2020 on a CER basis (up 2% to 23%) and customer share wins • Strong cash generation; net debt (excl.
includes like-for-like contributions from Pharr HP lease liabilities) of $147 million and strong
(post acquisition date of February 2020). Organic vs in PM, as customers prioritise reliability and
2019 on a CER basis includes like-for-like flexibility of supply, sustainable products, adjusted free cash flow of $113 million;
contributions from ThreadSol (post acquisition date quality, speed, and innovation 0.7x leverage3; building resilience and
of February 2019) and excludes contribution from creating a strong platform for growth
Pharr HP (acquired in February 2020). Revenue • EcoVerde revenues up 159% to $96
figures are an IFRS measure; however CER and million; significantly enhanced • Final dividend of 1.50 cents per share
Organic growth rates constitute Alternative proposed, +15% vs 2020 final dividend
Performance Measures. sustainability ambitions announced
2. Reported refers to values contained in the IFRS
given the strong 2021 performance and a
• Continued innovation focus; 21 new
column of the primary financial statements in either sign of the Board’s confidence into 2022
the current or comparative period. products contributing $37 million
3. Leverage calculated on a frozen GAAP basis, and incremental revenue
therefore excludes the impact of IFRS 16 on both
adjusted EBITDA and net debt.
Coats at a glance
Coats is the world’s leading industrial thread company. We are headquartered in the UK
and a FTSE 250 constituent with global operations generating revenues of $1.5bn in 2021.
$1.5BN
We deliver innovative, value-adding and sustainability goals. Whilst we continued
premium product and service solutions to see regional Covid outbreaks during
for our c.40,000 global customers to 2021 we were able to use our flexible
meet specified design requirements. Our business model and supply chains to
Group revenues products are a critical component in global maintain robust financial performance.
industries like Apparel and Footwear (A&F)
12.8%
and Performance Materials (PM) including Headquartered in the UK and quoted
products for the Personal Protection industry, on the London Stock Exchange, we
Composites and Performance Threads for have a global sales presence and digital
multiple but focussed end-use sectors. platforms that enable us to serve
customers wherever they are located.
Operating margins Sustainability is at the core of our business
0.7X
values, and we continuously strive to Our unrivalled global reach and footprint
support our customers in achieving their serve as one of our competitive advantages.
Leverage
2021 2021
Revenue Revenue
$1.504m $1.504m
73% Apparel
& Footwear 56% Asia
27% Performance 25% Americas
Materials 19% EMEA
Presence
Water
Energy Where we operate
Effluent
Social
Materials
6
Operating in six continents
c.40,000
Customers globally
>250
Years of textiles experience
$1,094M
providing critical supply chain components to global brands across many markets
and services to the $1.4tn global apparel such as mid-market, premium lifestyle,
and $350bn footwear industries. Our value/mass, fast fashion, luxury/affordable
portfolio of world-class products and services luxury, footwear, and apparel tailoring.
30,000
2021 revenue exist to serve the needs and requirements
of our customers and brand owners.
$164M
2021 operating profit
Apparel and footwear manufacturers
4,000
15.0%
Retailers and brands
Margin
Apparel & Footwear and Sport/athleisure, denim, ladieswear, menswear, Epic, Dual Duty, Seamsoft, Nylbond, Gral, Gramax,
accessories threads children’s wear, leather wear, workwear, footwear, Astra, Sylko, Knit, EcoVerde, Eloflex and Drybond
(c.85% of sales) and intimates and underwear
Zips, trims and crafting Zips, interlinings, reflective tapes, and crafting products Opti, Signal and Connect
(c.14% of sales) (Latin America)
Software solutions Enabling supply chain productivity gains, increasing Coats Digital – including FastReactPlan, VisionPLM,
(c.1% of sales) speed of supply and facilitating compliance GSDCost, Intellocut and Intellobuy
$409M
a diverse range of technical products that Materials including products for the
serve a variety of strategic end-use markets. Personal Protection industry, Composites
Derived from our longstanding global market- and Performance Threads for multiple
leading A&F thread expertise, which has but focussed end-use sectors.
8,500
2021 revenue been built up over 250 years, we are able
to innovate to provide highly engineered
$29M
solutions to meet our customer needs by
incorporating specific design features into
PM customers
various thread and yarn-based products.
7.1%
Margin
Personal Protection Combining comfort, safety and protection Firefly, FlamePro and Armoren
(c.40% of sales) – fire retardant and cut resistant threads and yarns
Composites Telecoms and Energy, Automotive, Footwear Gotex, Synergex, LatticeTM, Ultrabloc, Aptan XU, Gral
(c.25% of sales) Binder and Protos Ripcord
Performance Threads High-performance threads and yarns for the Gral, Helios, Gral Quilt, Protos Fil, Epic, Gramax,
(c.35% of sales) Automotive and Household & Recreation industries Admiral and Neophil
as well as other technical industrial applications such
as feminine hygiene
Investment case
There are six elements to our investment case – each element is a Throughout 2021 we continued to review each element of our
strength in itself but together they combine to set us apart from our investment case and looked to align these more closely to the future
competitors. This provides a solid platform from which we can core operations of our key business segments and the ongoing
innovate, grow and deliver consistently strong shareholder returns. integration of recent acquisitions.
Element 1. G
lobal market leader in the 2. L eading player in the 3. Focus on digital, innovation
apparel and footwear performance materials and sustainability
market market
Which provides us as an A strong and defendable core Ability to build scale through Ability to focus on the continuing
organisation with business representing some 73% technology, innovation and challenges from macro trends that
of Group sales. acquisition. Representing some are shaping the world and give us
27% of Group sales. the tools that enable us to deliver
value to all our stakeholders.
Key attributes of this element Global leader in A&F thread Performance Materials has a global Thinking ‘beyond the stitch line’
market, consistently increasing presence; building scale both to collaborate with internal and
market share in a stable market organically and inorganically. It external stakeholders to repurpose
(pre/post-Covid). includes products for the Personal our products into new ones and
Protection industry, Composites use machine learning for new
Leading the response to meet products and Performance Thread ways of operating – fit for the
changing industry needs – speed, products for multiple but focussed digital age.
personalisation, innovation, cost, end-use sectors.
quality, responsibility and Innovation and big, bold game-
sustainability. Performance Materials offers changing ideas are crucial to our
products that deliver performance success.
and safety, and solves industry
problems through applying our Industry leader in sustainability
vast textile expertise. agenda, giving us competitive
advantage as well as to support
Innovation in developing or our customers’ ambitious
acquiring new competencies and sustainability agendas.
technologies – such as carbon and
glass composites.
Highlights
33% 19% 21
Sales growth Organic sales growth New products generating $37m
incremental revenue across A&F
Continued customer share gains and PM
23% Strong demand across all
Thread market share (up 2%
versus 2020) sub-segments 4
Bold new sustainability targets
Element 4. T
rack record of delivering 5. Track record of delivering 6. Value-adding acquisitions
continuous improvements free cash flow
and operational excellence
Which provides us as an Focussed improvement Strong Adjusted Free Cash Flow Ability to build scale in the
organisation with programmes and experienced and high Return on Capital strategic focus areas which
management to deliver margin Employed (ROCE). are currently fragmented
and other financial improvements. competitively.
Key attributes of this element Ensuring the Group is ‘fit for Balancing key cash demands of The Group’s acquisition strategy
purpose’ and agile in the modern organic investment, pension looks to identify companies with
high-paced world. schemes and shareholder returns. complementary capabilities that
can further strengthen the core,
Productivity gains and technology, innovations, or
procurement initiatives. Intellectual Property and which can
be scaled to deliver growth and
Investing in energy/waste value for customers and
reduction to improve operational shareholders.
efficiencies.
Highlights
12.8% $113M Growth through acquisitions is a
key element of the Group’s
Adjusted operating profit margin, Strong cash generation strategy and the Group will
well ahead of 2020 continue to be disciplined in the
assessment of acquisition
Inflationary pressures absorbed by
successful pricing actions and
0.7X opportunities as they arise.
Leverage; building resilience and
self-help productivity programmes creating a strong platform for
growth
Chair’s statement
At Coats, we have the right growth strategy COP26, the annual United Nations climate
and agility to transform our business. We will change conference, and it was here that
move at pace to adopt new ways of working, we announced the acceleration of our
capturing emerging opportunities, delivering Sustainability strategy. We publicly committed
further efficiencies, whilst remaining true to our sustainability goals and our milestones
to our purpose of delivering sustainable along the way to achieve a net-zero carbon
value for all our stakeholders. The Group footprint. Refer to page 12 for more detail.
has commenced a number of strategic
projects to improve margins by optimising With the ever-increasing importance of
the portfolio and footprint, improving the the social and environmental impacts of
overall cost base efficiency, and mitigating businesses, and the focus on governance
structural labour availability issues in the US. and reporting of non-financial performance
data, we have set up a new Board
A key component of our strategy is Sustainability Committee. This Committee
value creation and the disciplined use of will be responsible for Coats’ Sustainability
capital to fund inorganic opportunities to strategy, its governance and the monitoring
build scale and acquire new capabilities, of progress. We are proud to commit that
Accelerating profitable technology and talent. We have a robust over time we will move all our products
pipeline of M&A opportunities. to environmentally friendly materials and
sales growth and chemicals. The recent approval of our
transforming Coats We are committed to developing strategies Science Based Targets (SBTs) supports
that will build our competitive advantage our goals to reach net-zero emissions by
to deliver sustainable and this will be the differentiator between 2050. Linked to these very important
us and our competitors. In our Apparel & goals we have decided that 20% of the
stakeholder value Footwear segment, we are growing faster shares granted to our senior management
than the market because of our excellent under the Long Term Incentive Plan (LTIP)
Dear Shareholder value proposition, our global footprint, our will be linked to ESG measures ensuring
reputation for quality and our drive towards direct accountability for our sustainability
Our priority is accelerating profitable innovative and sustainable products. In the goals. Refer to page 18 for more detail.
sales growth and transforming Coats to Performance Materials segment, there remain
deliver sustainable stakeholder value. further high-growth opportunities in both Strategic report
composites and personal protection that Coats has a leading market position, with
We started 2021 with confidence, clarity offer exciting new prospects for Coats. a sound strategy, a positive culture and
and a strong balance sheet. We delivered a talented team. I am looking forward
exceptional growth versus 2020 and strong Sustainability and innovation to using my experience and expertise,
growth vs 2019 despite regional Covid Sustainability is a core strength for Coats and working with the leadership team
disruption in Vietnam and India. This clearly which constantly gives us commercial wins in to help Coats transform by focussing on
demonstrates the strength of our global the market place. Innovation is at the heart of everyday efficiencies, innovation, brand
operations and the underlying resilience of everything we do and is crucial to our success, building, and global supply chain excellence
the business model. We will continue to focus and our dedicated Innovation Hubs mean to ensure sustainable value creation.
on strengthening our core business by putting that we continue to evolve and adopt new
our customers at the heart of everything innovative products and techniques. We have A world-class team
we do, whilst investing in our people. recently announced that our Asia Innovation We have continued to focus on the health,
Hub in Shenzhen, China, will be refocussed safety and wellbeing of our employees. The
Delivering stakeholder value on the research and development of new results of this year’s ‘Your Voice Matters’
Having spent many years in leading global biomaterials for the future. As a pioneering survey continue to reflect high levels of
businesses with complex supply chains, I have company we continually aim to deliver employee engagement with a 90% response
watched businesses successfully transform further revenue growth from creating value- rate and an engagement score of 83 which
by staying alert to changing consumer enhancing new products that do not currently is well above the Glint benchmark of 74. It is
trends. Accelerated profitable sales growth exist. It is pleasing to note that we launched encouraging that 82% recommend Coats as
is achieved by focussing on the core to drive 21 new products in 2021, generating $37m a Great Place to Work (GPTW). The results
market share as well as a disciplined drive to of incremental revenue, with a healthy also recognised the wellbeing programmes
purchase, integrating strategic acquisitions pipeline of opportunities ahead of us. we provide, with 81% of respondents telling
internationally, and so establishing new us that Coats takes a genuine interest in
markets in new geographies and categories, In November, Rajiv and I attended the World employees' wellbeing. We have emerged
whilst divesting where necessary. Climate Summit, an official side event of stronger as we remain focussed on our
1. P
rofitable sales growth Apparel & Footwear
Increasing our market share by delivering sustainable, innovative and value-adding product
and service solutions to our global customer base.
Performance Materials
Lead with innovative and sustainable developments in highly engineered products creating
textile-based industry solutions for attractive and growing end markets.
2. C
ontinuing to strengthen the core Employee investment
Continued investment in the development of our employee capabilities so they can reach their
full potential in a safe, respectful and inclusive workplace.
Customer centricity
Maintain focus to ensure we meet industry demand for speed, personalisation, innovation,
cost, quality, reliability and sustainability in support of critical elements within the supply chain.
3. Value creation Disciplined use of capital to fund inorganic opportunities to build scale and acquire new
capabilities, technology and talent.
To stay relevant, we recognise the need to Innovation is at the heart of everything we do. Sustainability has long been at the core of how
evolve in new directions. This requires us to We recognise that big, bold, game-changing we do business and is a key driver of our
think ‘beyond the stitch line’ to collaborate ideas are crucial to our success. strategic decisions. Our sustainability agenda
with internal and external stakeholders, to is important to all our stakeholders. Not only
repurpose our products into new areas and We continue to accelerate our innovation does it give us a competitive advantage, but
use machine learning and artificial credentials and solutions to deliver tailored it also allows us to help our customers with
intelligence to inform new ways of operating, customer solutions to meet their design their own sustainability agendas.
fit for the digital age. requirements.
For details refer to coats.com/sustainability,
and pages 30-45 in this report.
Case studies
$10M
Our innovation fund Focus on biomaterials
Over the next five years we will invest The Coats Innovation Hub – Asia, in
$10m in scaling up the development of the Shenzhen, China, will have a new
green technologies and materials that will mission and be re-purposed to focus
accelerate delivery of our sustainability goals. on the application of biomaterials.
Over the long term, Coats aspires to
move all products to environmentally
friendly materials and chemicals. INVESTMENT
Roadmap for reducing emissions
2021 Emissions profile
Scope 1
This is our direct use of fuels in our
5% factories. This is mainly used to provide
17% heat energy for our processes, but also
includes fuels used to generate electricity
and power vehicles on our sites.
Scope 2
This is mainly our use of electricity bought
from third parties, where the emissions are
caused in the generation of the electricity.
In some locations we also buy heat energy
from third parties and this is included here.
Scope 3
This includes all the indirect upstream
and downstream emissions that relate
to our entire product value chain. The
bulk of these emissions are caused in the
production of our raw material and in the
transport of materials from suppliers to us,
Tonnes CO2e between our units and to our customers.
78% 5% Scope 1 – 63k tonnes CO2e
78% Scope 2 – 891k tonnes CO2e
17% Scope 3 – 191k tonnes CO2e
-46.2%
By 2030
Coats Group plc commits to reduce absolute
100%
By 2030
Coats Group plc also commits to increase annual
-33%
By 2030
Coats Group plc further commits to reducing
scope 1 and 2 GHG emissions 46.2% by 2030 sourcing of renewable electricity from 5% in absolute scope 3 emissions 33% within the
from a 2019 base year. 2019 to 100% in 2030. same timeframe.
Market trends
Business model
Our purpose
is to connect talent, textiles and technology
to make a better and more sustainable world
>18,000 4
We are committed to the health, safety, rights Building on our ‘Pioneering a sustainable future’,
and wellbeing of our employees. Our diverse we laid out ambitious new targets to evolve its
international workforce is highly engaged Sustainability strategy, increase momentum and
with committed employees who operate in Employees across take it to the next level. Bold new sustainability
an innovative and solution-focussed culture. the globe targets
Customers Communities
40,000 7,900
As customer expectations evolve, we are We actively engage with our local communities
continuing to focus on responsibly sourced, under our three global pillars of Education,
sustainably produced products. Health and Wellbeing and Textiles providing
Number of educational support to children, food donations, More than 40% of our
global customers DE&I events, thread donations and tree planting. employees participated
in volunteering initiatives
Shareholders Suppliers
2.11C $1BN
We are committed to delivering superior returns We look for the right balance of global, national
and aim to deliver long-term value for our and local capability and create local, flexible
investors. supply chains.
Total dividend for 2021 Paid to suppliers
Global asset and supplier base Strong sales and marketing capabilities
We are uniquely positioned across the globe to deliver consistently Our close interactions with leading global retailers, brands and
high service levels on short lead times, with the ability to flex our manufacturers give us the ability to quickly respond to specific needs
supply chain to meet customer needs in a fast-moving and ever- and pressures. Our global brand teams liaise closely with our top
evolving environment. We manufacture on 50 sites, across six brand customers to ensure a strong network of relationships.
continents, with 100+ warehouses, the majority of which are
connected by a global ERP system which allows us to flex our
supply chain in a volatile environment. We have a diverse and
global supplier base and carefully manage and monitor our
supply chain.
Financial KPIs
Performance
KPI Definition Why we measure this (% Year-on-year) 2021 commentary
Revenue growth 1
Annual organic growth in sales Measures the ability of 2021 – 29% Significant end market
at like-for-like exchange rates. the Company to grow sales 2020 – (19%) recovery across all
Linked to our strategic goal by operating in selected 2019 – 1% segments and regions after
geographies and segments Covid impacts in 2020.
and offering differentiated, Sales returned to above
cost competitive products pre-Covid levels.
and services.
Adjusted operating Annual organic growth in Measures the underlying 2021 – 75% Profit recovery after
profit growth2 operating profit, adjusted for profitability progression of 2020 – (43%) significant Covid disruptions
exceptional and acquisition the Company. 2019 – 6% to manufacturing
Linked to our strategic goal related items, at like-for-like operations in 2020.
exchange rates.
Adjusted earnings per Annual growth in reported Measures the underlying 2021 – 181% Significant growth
share growth EPS from continuing activities, progression of the returns 2020 – (65%) underpinned by operating
excluding exceptional and generated for shareholders. 2019 – 1% profit recovery, a
Linked to our strategic goal acquisition related items. normalisation of effective
tax rate and lower interest
charges.
Adjusted free cash flow Cash generated from Measures the Company’s 2021 – 113 Strong cash flows
continuing activities less capital underlying cash generation 2020 – 28 underpinned by operating
Linked to our strategic goal expenditure, interest, tax, that is available to service 2019 – 107 profit recovery, alongside
dividends to minority interests shareholder dividends, disciplined approach to
All figures are in $(m)
and other items, and excluding pension obligations and working capital and capital
exceptional and discontinued acquisitions. expenditure.
items, acquisitions, and UK
pension recovery payments.
Return on capital employed Pre-exceptional operating Measures the ability of the 2021 – 40% Operating profits back to
(ROCE) profit from continuing Company’s assets to deliver 2020 – 22% around pre-Covid levels,
operations for the year divided returns. 2019 – 42% alongside a continued well
Linked to our strategic goal by capital employed (property, controlled asset base.
plant and equipment plus net
working capital) at year end.
Recordable accident rate Number of work-related injuries Measures the performance 2021 – 0.45 Increased focus on training
(RAR) and illnesses per 100 Full Time of the Company in delivering 2020 – 0.59 and hazard reporting and
Employees (FTEs) per year that a safe and healthy working 2019 – 0.50 remediation delivered a
Linked to our strategic goal are considered recordable by environment for employees. strong reduction in
the US Occupational Safety and incidents.
Health Administration (OSHA).
Employee engagement Set a number global surveys Measures the Company’s 2021 – 83% The first survey with a new
score using the Glint platform. performance in delivering 2020 * system had good
an effective and efficient 2019 * participation rates and
Linked to our strategic goal workplace culture and how 2018 – 83% showed that engagement
proud and willing people had been maintained at
are to work towards previous high levels.
achieving common goals.
Link to strategy
Water Intensity Litres of water used per kilo Water is a precious and 2021 – 67 We have made strong
of finished production. often scarce resource. 2020 – 76 progress in 2021, achieving
Target of 40% 2019 – 83 a reduction of 22%
reduction by 2022 2018 – 86 against our 2018 baseline.
Litres per kilo
of production
Energy Intensity kWh of energy used per kilo Energy is a significant cost 2021 – 8.6 We have nearly achieved
of finished production. to us. 2020 – 9.1 our 2022 target a year
Target of a 7% 2019 – 9.4 early with a reduction
reduction by 2022 2018 – 9.3 of 6.9% against out
2018 baseline.
kWh per kilo
of production
Effluent quality Percentage of effluent We need to make sure that 2021 – 82% We continue to make
that is compliant to ZDHC water we use is returned to 2020 – 74% good progress with
Target is for 100% Foundational standards the environment in a good 2019 – 34% achieving ZDHC
by 2022 for effluent and sludge. state. compliance in our units.
% effluent that
is compliant with
standards
Employment certification Percentage of employees Employee engagement is 2021 – 83% After a drop in 2020 due
in Coats units that have a critical to our operations. 2020 – 6% to the pandemic, we have
Target is for 80% Great Place To Work (GPTW) 2019 – 19% made strong progress in
by 2022 or equivalent certification. 2021 and have achieved
% of global Employees
covered by a GPTW our target a year early.
certificate
Waste % Percentage of materials Waste generates lost value. 2021 – 16% We have achieved 3%
used by Coats that are 2020 – 16% reduction against our
Target is to reduce waste % classified as waste at some 2019 – 18% baseline. There are various
by 25% by 2022 point in our processes. 2018 – 17% projects underway to
accelerate this in 2022.
Waste as a percentage
of materials used
Sales of recycled material Percentage of premium Recycled materials are more 2021 – 19% We continue to make
product sales that are resource efficient. 2020 – 13% strong progress in this
Target is for 100% by 2024 made with recycled material. 2019 – 2% area, steadily increasing
supply by broadening
% of premium
product sales made our supplier base.
with recycled material
1. Revenue growth excludes contribution from acquisitions made during the period.
2. Adjusted operating profit growth excludes contribution from acquisitions made during the period.
Stakeholder engagement
Shareholders
Environment Customers
OUR
STAKEHOLDERS
Communities Suppliers
Employees
What we learnt
We have to take urgent action to ensure that we are doing what we can to reduce and mitigate the climate
emergency. This will protect our business interests and provide opportunities for growth while also contributing to
reduce the risk of catastrophic climate change. We see that, not just in terms of climate change, protecting the
environment is not only a matter of behaving ethically and responsibly but also a means to enhance and grow our
business, delivering better outcomes to all our stakeholders. Increasingly we need to look at the full life-cycle impact of
our operations and the products that we produce and develop long-term strategies as a result.
What we learnt
While the global impacts of the pandemic might have diminished in 2021 there were still serious waves of infection in a
number of countries in which we operate, requiring continued community engagement activities with this focus, and we
expect that this pattern will continue as different countries are affected by new variants or periodic flare-ups. Being able to
respond quickly and in a way that is appropriate to the circumstances will continue to be necessary. We have also recognised
that the financial and mental hardship caused by the pandemic will continue even after the immediate impacts of infections
wane, and activities focussed on these areas will be required for the future. We have seen that these kinds of
engagement build strong links with our communities. Working in partnership with our value chain is an emerging
opportunity, especially the opportunities of working closely with customers and brands to deliver joint projects in shared
communities.
Section 172 of the Companies Act 2006 A summary of our procedures for ensuring the Strategic discussions and decision making
requires the Directors to promote the success of correct balance of inputs into the decision S172 factors are considered in the Board’s
the Company for the benefit of the members making process and providing the correct discussions on strategy, including how they
as a whole, having regard to the interests of conditions to enable the Board, in good faith, underpin long-term value creation and the
stakeholders in their decision making (S172 to make decisions that balance the S172 risk implications for business resilience. The
Factors). The Directors understand the Factors include: Group’s culture helps ensure that there is
importance of taking into account our proper consideration of the potential impacts
stakeholder expectations and needs, to Board information of decisions in the long-term. See more on
achieve our strategy and accordingly our Leadership and management receive training page 47. The Chair ensures decision making is
long-term sustainable success. On pages on Directors’ duties and best practice tips for sufficiently informed by S172 Factors and
20-23 we outline the ways that the Board has preparing and presenting Board papers to appropriately balances the interests of the
engaged with our six groups of stakeholders, ensure awareness of the Board’s responsibilities. various stakeholders. Additionally, the Board
what was learnt and how their input has shaped Our Board papers identify the key stakeholders reviews and probes the information presented
our decisions and what we will do as a result of for the matters under consideration and provide and receives assurance where appropriate.
this engagement. relevant information relating to them. The Board
also continues to engage with stakeholders to Long-term consequences and high
The Board has had regard to S172 Factors in understand their views. The Board considers standards of business conduct
all of its key decisions and you can read more relevant metrics in its decision making The Board’s intent is always to maintain
about these in the disclosures set out below. including employee engagement and high standards of business conduct and
Further examples of Board engagement are customer NPS scores. governance in all of the Company’s
set out on page 68. operations, which is critical in maintaining our
reputation for doing the right thing. On pages
46-59, read about the ways we considered
our stakeholders, the long-term impact of our
S172 factor Relevant disclosures decisions and our determination to maintain
our high standards of business when
(a) T he likely consequences • Market trends (page 14) considering our Principal and Emerging risks.
of any decision in the • TCFD and Sustainability strategy (Working responsibly
long-term. (page 38) and Sustainability strategy (page 12))
• Principal risks and uncertainties (page 46)
(b) T he interests of the
Company’s employees.
• Employee engagement (Key performance indicators
(page 18))
EMPLOYEES
• Stakeholder engagement (page 20)
• Culture, DE&I, and employee health and wellbeing
(Working responsibly and Sustainability Report
(coats.com/sustainability (page 26))
CUSTOMERS
(c) The need to foster the • Our strategic goals (page 10)
Company’s business • Stakeholder engagement (page 20)
relationships with
suppliers, customers
•
•
Principal risks and uncertainties (page 46)
Operating review (page 60)
SHAREHOLDERS
and others.
(d) T he impact of the • Stakeholder engagement (page 20)
Company’s operations
on the community and
• Working responsibly (page 26)
• Sustainability Report (coats.com/sustainability (page 26))
ENVIRONMENT
the environment. Principal risks and uncertainties (page 46)
(e) The desirability of the • Culture and values (Working responsibly (page 26) and
Company maintaining
a reputation for high
Sustainability strategy (page 12))
• Principal risks and uncertainties (page 46) COMMUNITIES
standards of business • Whistleblowing and Group Policies (page 36)
conduct. • Audit and Risk Committee Report (page 83)
(f) The need to act fairly
as between members
•
•
Business model (page 16)
Investment case (page 4) SUPPLIERS
of the Company. • Stakeholder engagement (page 20)
• Investor information and AGM (page 68)
Board discussions Detailed pre-read was circulated in advance directly with the regional management
which set out how the region contributed teams, the Board gained further insights
during the year to the Group strategy, including the into culture, inclusivity and diversity and
Regional deep dives case study ambitions for A&F and PM, and how the succession planning as well as providing
During the course of 2021, the leadership Group purpose was evident locally. further context for long-term planning.
team for each of the seven geographical There was an overview of the market
regions presented an overview of the growth opportunities with consideration Local risk reviews provided a fresh
end-to-end business activities and of the different needs of key customers perspective and included an overview
risks for their area of the business. that were identified by management, of the risks (including in relation to
including a review of NPS survey insights reputation and business conduct),
Using this bottom-up lens to review the where appropriate. Being able to contrast mitigation strategies and the impact
components of the business and understand the case studies of customer and supplier of those strategies, and consideration
how they contributed to the success, experience across regions enabled insights, of how this affected the Group.
including the profitability, of the whole such as the impact on speed and agility of
Group allowed the Directors to understand supply chain complexity, that were then Each region also provided an overview of
the culture and range of stakeholders' appropriately shared across the Group. sustainability, environmental and community
inputs and impacts in each region. This Through their review of people initiatives and impacts. This pre-read
information fed into further discussion and information, including feedback from was discussed in detail with the regional
decisions during the course of the year. the workforce, and relevant data from management teams and best practice from
employee engagement survey, relating other areas was shared appropriately.
to each region, as well as interacting
Working responsibly
83%
(versus 22% in 2020). Nearly half of the our employees. These pulse surveys were in
upheld incidents relate to disrespectful addition to our employee lifecycle surveys
behaviour while ethics code violations, health that take place for new starters and leavers
and safety issues and unfair employment providing us the opportunity to compare
Employees work in a certified ‘Great Place To practices make up most of the rest. In all our results with an external benchmark.
Work’ facility cases we take robust action where an incident
is found to be justified. The geographical In addition to our series of in-house surveys,
55,000
distribution of incidents by region is broadly we have also been working with the GPTW
aligned with our employee distribution which organisation to achieve its accreditation.
indicates that our work to broadly publicise GPTW uses a combination of employee
the availability of the whistleblowing system feedback and analysis of our people
is successful. For the past few years we have practices to assess our workplace culture.
Employee training hours used an internally managed hotline, and By the end of 2021 we were delighted
90%
during 2022 this will be complemented by that 83% of our employees belonged to
an external web-based channel. We feel a certified GPTW. Whether or not the
this is an important move so as to offer teams achieve certification, they all receive
our employees greater confidence that feedback from the GPTW organisation
the process is secure and independent. on actions that can be taken to further
Employees took part in our Your Voice improve the working environment.
Matters employee survey Listening to our people
Our employee listening strategy is Learning and development
94%
designed to understand the overall We built on our successful switch to 100%
employee experience. We respond to the online learning in 2020 and delivered
feedback to enhance employee engagement more than 55,000 hours of training to our
as well as taking targeted actions to address employees in 2021 through a variety of
Employees took part in our Health and Safety concerns and continuously improve. In training platforms. These included Minerva,
survey 2021 we ran our own in-house surveys our online learning library, Learning zones,
and also took part in the external Great our remote classroom learning, and Subject
Place To Work (GPTW) surveys – one of Matter Expert training. In addition we
the targets of our Sustainability strategy added some new elements to our suite of
is to have GPTW or equivalent awards learning programmes including Manager
for all key sites by the end of 2022. Excellence, focussing on critical manager
skills through short relevant sessions of an
In 2021, we continued with our hour every month for 12 months, and a
comprehensive programme of engagement new Mentoring Programme called Unlock
surveys, this time with an external digital Your Potential in which senior managers
provider. Our Your Voice Matters survey are paired with other employees for three
results were extremely encouraging. 90% months to support them to achieve particular
of our employees took part in the survey objectives. While introducing some new
and our engagement score was 83 – well programmes for our leaders, we continued to
above the benchmark of 74. Our switch offer learning opportunities to our individual
to the new digital survey provider meant contributors and manufacturing employees.
that, for the first time, our employees could
leave a comment on any question and we At the end of the year we moved our
received more than 9,500 comments. online learning to SuccessFactors as well as
introducing an even more comprehensive
In addition to the Your Voice Matters survey, online learning library with a greater breadth
in 2021 we ran a Health and Safety survey of modules in multiple languages delivered
to understand how employees felt about via a wider variety of methods. In the area
our health and safety culture, as well as of development, 2021 saw the launch of our
some country specific pulse surveys, pulse career management framework. Modern
surveys related to ethics and compliance and career journeys are not simply linear, and
surveys in advance of opening our offices. about upward mobility, they are about
Feedback from the latter informed our gaining a broad range of experiences. They
policies and helped us address concerns of can be lateral, cross functional, project work
and/or alternative types of employment Diversity, Equity and Inclusion (DE&I) Looking ahead to 2022
arrangements, for example, part-time. Work on our DE&I strategy continued in 2021. In 2022 we will develop our long-term
Our Career Management Framework gives Our DE&I Network calls remained a quarterly goals and intermediate milestones to help
greater visibility to what career options are fixture in our global event calendar and we us achieve our social impact priorities.
available and helps everyone understand also started to connect with our customers
what modern career journeys look like on this important issue to drive the agenda In addition, we will build on our
at Coats. The Framework consists of our together. We were delighted to be ranked achievements in 2021 by focussing on a
Career Management Philosophy and Process 45th in the 2021 Hampton Alexander more holistic approach to health, safety
as well as career maps detailing which Report for FTSE 250 companies and and wellbeing based on the four pillars
roles are available and how to transition first in the General Industries of Physical, Emotional, Financial and
between them and supporting materials Sector at which point we had 40% women on Community with interventions in the areas
such as career conversation guidelines. the Board. This has since increased to 50%. of Prevention, Protection and Education.
Digitising our processes and connecting In 2021 we continued our work on living In the area of people development
our people wage. We have joined the Fair Wage we will continue the journey started in
2021 saw us re-double our efforts on Network and using its data to carry out an 2021 when we moved our Performance
the digitisation of our people processes. annual assessment of our remuneration Management process to SuccessFactors
We moved three of our key processes to across the globe. In 2020 we addressed any by introducing continuous conversations
SuccessFactors – performance management, gaps and this year we assessed ourselves to help us to deliver a higher performing
learning and recruitment. This is part of the against the benchmark again to ensure culture. We will also continue to progress
continuation of our HR digitisation journey we were still tracking at the right level. two critical capability building projects
to make our processes more efficient for the Commercial and Manufacturing
and enhance the employee experience We also initiated a data collection project teams to provide clarity on ‘what good
by introducing more user friendly and to expand our DE&I data records by asking looks like’ to drive personal development
consistent tools. All our people related employees to provide some additional and measurable business outcomes.
information is now in one place which personal information such as race, ethnicity
improves data protection and enhanced and sexual orientation. Providing additional We will continue to mature our Listening
reporting through SuccessFactors enables personal information is completely strategy through an integrated approach
more informed decision making. voluntary. This initiative is part of a journey to understanding the overall employee
and will support the development of our experience in an agile way and we will
In addition we have rolled out our employee DE&I strategy with more transparency. start leveraging DE&I data to identify
mobile app – Coats Link. For the first time, and support the relevant initiatives
over 18,000 of our employees can be digitally Another important aspect of our DE&I and actions at group and local level.
connected. We can already reach more Strategy is the work we do in the local
employees directly via the app than via email. communities in which we operate. In
The roll out has been supported by technical 2021, nearly 8,000 employees were
infrastructure to allow employees without involved in carrying out more than 200
their own mobile device to connect and we activities. These varied from supporting
have also provided free wifi for employees our local communications with health
to connect to with their personal device. and safety initiatives such as supporting
Coats Link is used to share both global Covid protection efforts and empowering
and locally specific information through women through training programmes.
targeted channels and it gives employees the
opportunity to both post and engage with Looking to the future, as part of our social
content as well as translate information at the impact priorities, it is our ambition to provide
touch of a button into their own language. a workplace where every single employee
Coats Link is modernising and simplifying is free from discrimination, feels respected
our employee communications and well as and is treated fairly and equally. We will
making them more inclusive and secure. also strive to achieve gender parity in all
managerial roles, and higher than local labour
market representation for all other under-
represented communities at Coats locations.
Fran Philip
NED, Board
Representative
for Workforce
Employees Engagement The Board
Scope 1 Emissions from fuels we burn directly (gas, oil, diesel etc) 6% Absolute Greenhouse gas emissions
Scope 2 Emissions from energy we buy from third parties (electricity and steam) 19% Thousands of tonnes of CO2e 2021 2020 2019¹
All other Category 1 Emissions from purchased products 52% Scope 1 Direct2 62.7 51.3 64.6
upstream and and services Scope 2 Indirect3
downstream Category 3 Upstream energy emissions 4%
Scope 3 Location based 216.1 186.2 235.3
emissions
related to our Category 4 Emissions from transport and distribution 7% Market based 190.7 165.9 209.2
value chain Other Scope 3 emissions 12% Scope 3 Value Chain4 891.3 671 849.2
We also have a commitment under our Our roadmap to achieve reductions 1 2019 data includes Pharr HP (acquisition completed
11 February 2020) numbers to provide a like-for-like
energy pillar to shift as much as possible of in our Scopes 1 and 2 are focused on comparison.
our sources of energy to certified renewables. energy and water reduction activities as 2 Direct emissions relate to the use of fuels to
While 34% of our energy in 2018 came from outlined above, but principally also on generate energy on group facilities. This is mainly
the use of oil and gas to generate heat in the form
renewable sources according to our supplier the conversion of our Scope 2 energy to of steam for use in processing, but it also includes
data, only 3% was certified as renewable. We certified renewable sources. For Scope 3 some on-site generation of electricity using diesel or
have been using energy contract negotiations the principal routes to reduction in the gas fired generators and the use of diesel, petrol and
LPG for on-site transport.
to extend the certification cover we have for three categories mentioned in the table
3 Indirect emissions relate mainly to the purchase of
existing renewable sources and also pursuing above are conversion to recycled materials, electricity from third party suppliers. Most of this is
new suppliers that are expanding renewable transitioning to renewable energy and electricity that is taken from local grids, but does
energy supplies in markets that allow that. switching to low or zero carbon transport. include some on-site generation of electricity or
steam from third party suppliers.
We have an agreement in place in Mexico 4 Scope 3 value chain emissions cover all other
that will see us transition to renewable In 2021 our absolute emissions for all three emissions that occur throughout our product and
electricity there by the middle of 2022, Scopes increased from the 2020 level as our business value chain. This includes the cumulative
emissions to produce our raw materials and capital
although the government is showing signs of industrial activity increased subsequent to equipment and installations, product and people
renationalising the energy market which could pandemic disruptions in 2020. Our Scopes 1 transport at all stages, downstream processing and
void this contract. We are in discussions with and 2 absolute emissions were 7% below our consumer use of our sold products and treatment
for our waste and our products at the end of
developers for off-site renewable electricity 2019 baseline notwithstanding a 5% increase their life.
supply in Vietnam, Indonesia and the USA. in production. Our Scopes 1 and 2 relative
emissions (emissions intensity in kilos CO2e/ Scope 1 and 2 emissions from our five UK
By the end of 2021, 7% of our electrical kilo of production and tonnes CO2e/$million office locations in 2021 were 59 tonnes CO2e
energy was certified as renewable. of sales) reduced by 12% and 7% respectively and represented 0.02% of our total global
Subsequent to our target setting in 2019 against out 2019 baseline and 7% and 10% emissions.
we made the commitment at the beginning against 2020. These reductions have largely
of 2021 to develop Science Based Targets been achieved by energy saving activities as
(SBTs) that align to the Business Ambition there has not been a significant transition
for 1.5°C pathway (under the Science Based yet to renewable energy sources. Scope 3
Targets initiative (SBTi)) and to achieve net- absolute and relative emissions increased
zero by 2050. During 2021 we developed mainly due to logistics challenges during 2021
our baseline inventory and our targets for leading to higher transport emissions and an
the 1.5°C pathway and submitted them increase in the upstream energy conversion
to SBTi for validation. These targets were factors. We expect to see the shift to recycled
approved and published early in 2022. SBTi raw materials and the switch to renewable
have also now established their framework for energy sources having an increasing impact
submission and validation of net-zero targets on Scope 3 emissions in the near future.
and we will be working on submissions
for these during the early part of 2022.
The following methodology is used for calculating emissions and energy consumption:
Boundary All emissions from operating companies that are consolidated in the Group
financial statements are included. Operational joint ventures are included
based on equity share.
Scope 1 Fuel consumption data is collected from all units monthly, based on metered
or invoiced consumption converted into kWh. This is converted into emissions
using DEFRA gross calorific value conversion factors published each year.
Scope 2 Electricity or steam purchase volumes are collected from all units monthly.
All electricity kWhs are converted using IEA country level conversion factors
for the location based data. For the market based data certified renewable
electricity purchased is not included and the remainder is converted at the
same IEA country factors.
Scope 3 Scope 3 emissions are calculated annually using multiple sources for data
(including suppliers, lifecycle assessment data providers and industry data
sources). Each category is calculated with the best available set of data
sources, and is consistent over the 3 reported years.
Policy Description
Health and Safety Policy This policy outlines our commitment and actions for the prevention of injury and ill health,
and ensuring health and safety excellence across our business.
Ethics Code The purpose of the Ethics Code is to ensure that employees across Coats have a clear
understanding of the principles and ethical values that the Company wants to uphold.
It applies to all employees in all Coats Group companies globally.
Speak Up Whistleblowing Policy The policy outlines the reasons for maintaining high standards of ethical and legal business
conduct and describes the procedures for reporting acts which are thought to contravene
these standards. Also outlined are the actions to be taken by the Company.
Employment Standards As a global employer, Coats strives to follow ethical employment standards and believes the
People principles
human rights of its employees are an absolute and universal requirement. Coats subscribes
to the United Nations Universal Declaration of Human Rights and the Convention of the
Rights of the Child.
Equal Opportunities Statement The Company supports equal opportunities in employment and considers it to be an integral
part of our employee relations policy.
Modern Slavery statement This statement has been prepared for the year ending 31 December 2020 and is in accordance
(including a statement on with the requirements of the UK Modern Slavery Act 2015 and the California Transparency in
transparency in supply chains) Supply Chains Act of 2010. Furthermore, we support the United Nations Guiding Principles on
Business and Human Rights throughout all our operations.
Living Wage Policy The Committee also reviewed and approved the adoption of a policy to establish a minimum
Living Wage, as an enhancement to any local legally mandated requirements, across all of our
locations and based on sourcing data from independent organisations.
Policy Description
Anti-bribery and Anti-corruption This policy outlines the control of actual and suspected corruption and bribery within Coats,
Policy and the processes to be followed in the event of actual or suspected instances of corruption
or bribery being discovered.
Gifts and Entertainment Policy This policy sets forth the rules related to employees accepting and offering gifts,
Governance
entertainment, hospitality and meals from and to current customers, suppliers, joint venture
partners, brand representatives and others conducting (or proposing to conduct) business,
directly or indirectly, with Coats.
Competition Law Policy This policy supports Coats’ commitment to observing and complying with all applicable
competition laws, rules and regulations wherever it operates around the world while acting
with the highest ethical standards, in an open and honest way.
Supplier Code The Supplier Code outlines our expectations required of suppliers and covers labour practices,
environmental management, responsible sourcing of materials and products, and business
conduct.
Restricted Substances List As part of Coats Product Safety programme, we require that all Coats’ suppliers of raw
materials, dyes, chemicals and packaging materials meet the highest standards appropriate for
Suppliers
their end use. A comprehensive list of restricted chemicals is revised and reissued to all of our
material suppliers every year.
Conflict Minerals Policy Coats is committed to the responsible sourcing of all raw materials and purchased goods and
we continually review our approach to ethical and sustainable supply chain management. This
policy refers specifically to our approach to avoiding ‘Conflict Minerals’ entering our supply
chain and supplements our wider supply chain management standards.
Environmental Policy We take our responsibility to the environment very seriously and this policy lays out our
approach. Coats senior management has defined objectives and targets to ensure that we
deliver on this policy and additional details on progress can be found in our Sustainability
Report.
Animal Welfare Policy Materials sourced from animals are present in a tiny proportion of our products (less than
Environment
0.01% of sales). Nevertheless, the policy covers all the materials and products we buy, and
special attention is given to Angora and Merino wool, as they can raise specific ethical
concerns.
Climate Change Policy We are committed to doing what we can to limit the impact of climate change and will
always follow the scientific consensus on future impacts in assessing how to address this
challenge.
Low SSP1 Sustainability ‘Taking the Green Road’ 1.47°C 1.56°C 1.49°C 1.35°C
Medium SSP3 Regional Rivalry ‘A Rocky Road’ 1.52°C 2.03°C 2.91°C 4.07°C
High SSP5 Fossil Fueled Development ‘Taking the High Road' 1.60°C 2.25°C 3.50°C 5.05°C
For each of these scenarios we modelled the physical impacts on our operations and supply chain and looked at the risks and opportunities
that might occur, focusing on 2030, 2045 and 2070 horizons. During 2021 we have taken the risks and opportunities identified in that first
iteration and explored the likely financial implications. Further work on this will continue during 2022 and beyond, as we enhance our analyses.
The first full set of TCFD recommended disclosures is shown below.
Coats Board
X Overall responsibility for setting strategic direction, overseeing strategic implementation –
including sustainability strategy and delivery – and for overseeing effectiveness of climate risk
management and controls, reviewing Group’s climate risk profile and setting risk tolerance.
Governance
a) Describe the board’s oversight of The Board of Directors is ultimately accountable for climate related risks and opportunities. The
climate-related risks and opportunities. Board receives regular updates from the Group Executive Team (GET) and from relevant Board
sub-committees. The GET is responsible for operational delivery of the Group’s sustainability
strategy, including day-to-day management of operations and responsibility for monitoring
detailed performance of all related aspects of the Group’s business. Necessarily, this includes
many elements of practical climate-related risk management. Two Board sub-committees have
important roles to play in managing climate-related risks and opportunities. The newly
established Sustainability Committee primarily oversees sustainability strategy and governance
including on climate-related issues, and in this role it receives updates on KPI performance from
the GET including on mitigating actions related to climate change. The Audit and Risk
Committee monitors and reviews the effectiveness of climate-related risk management systems
and relevant internal controls, as well as approving reporting statements, such as TCFD
disclosures, on those internal controls and climate-related risk management.
b) Describe management’s role in The Group Executive Team (GET), led by the Group Chief Executive, is responsible for
assessing and managing climate-related operational delivery of the Company's sustainability strategy, including day-to-day management
risks and opportunities. of operations and responsibility for monitoring detailed performance of all related aspects of
Group’s business. Necessarily, this includes many elements of practical climate-related risk
management. Progress on agreed actions are reported directly to the Board, the Sustainability
Committee and the executive Group Risk Management Committee (GRMC) as appropriate.
Management of the specific climate related risk management processes lies with the GRMC,
which is responsible for formulating risk management strategies and monitoring and refining
risk management activities, metrics and profiles for climate-related risks across Group. The Head
of Sustainability is responsible for the delivery of climate-related risk assessment work which is
reported into the GET and the GRMC where it is evaluated and decisions on proposed strategy
changes and action plans are discussed prior to Board endorsement. He convenes a cross
functional team to assess the risks and opportunities. The cross functional team includes
representation from supply chain, commercial and financial functions. Monitoring of progress
on agreed actions is reported to the GET on a bimonthly basis.
Risk Management
a) Describe the organisation’s processes As noted above, the company has established a scenario-based approach to assessing climate-
for identifying and assessing climate- related risks. Three scenarios have been developed using IPCC Shared Socioeconomic Pathway
related risks. (SSP) data, supplemented by WRI Aqueduct data and climate predictions that are site specific to
company locations. A cross functional team works through the scenarios and timelines,
envisaging the future described in the scenario and explores all the potential impacts that it
could have on the business. These are then distilled down into identified risks and the team sets
about building a narrative of how each risk could manifest under each scenario and timeline,
both at a wider business model level and at a site specific level. Assessment of the financial
impact of the risks is done to identify those that could have a material impact on the business.
The company uses an external regulatory register, Enhesa, to identify current and potential
climate-related regulatory issues and these are taken into account in the risk assessment.
b) Describe the organisation’s processes The nature of climate risks and opportunities is that they are long term and themselves change
for managing climate-related risks. relatively gradually, unless there is a substantive change in the scientific consensus such as
through a new IPCC report that requires urgent reconsideration of the impacts on our
scenarios. There are short terms mitigating actions that are identified for immediate action,
and these address both risks that have a financial impact and those that don't. There are other
potential mitigating actions that can be actioned at a suitable time in the future depending on
how climate change develops compared to our scenarios. The immediate agreed mitigating
actions are reported to the GRMC on a quarterly basis but they also form part of our company
strategy and are built into operational plans for the year and are managed through the GET on
an ongoing basis. The Board Sustainability Committee provides oversight on a quarterly basis.
An example of this in practice is the action plan agreed to commit to Science Based Targets
which was, in part, a mitigating action to manage transitional customer expectation risks. The
GET and the GRMC have both reviewed progress towards submission on a regular basis up to
the targets being approved in early 2022.
c) Describe how processes for Climate change has been identified as a Principal Risk within the company’s risk management
identifying, assessing and managing system. This means that it is a permanent item for review and assessment at regular, quarterly
climate-related risks are integrated into GRMC meetings and that the Board reviews it as a risk on at least an annual basis. Through
the organisation’s overall risk this mechanism climate related risks are fully integrated into the company’s risk management
management. system. In addition to this the Board reviews key sustainability KPIs on a monthly basis including
KPIs relating to climate issues, where appropriate.
The main lever for Scope 3 emissions reductions is the transition to recycled materials and the
company has announced a target to be using no new oil-based materials by 2030. The first
milestone on this is the long-established goal to transition all premium polyester to recycled
raw materials by 2024.
Strategy
a) Describe the climate-related risks In general terms the transitional risks relate to our low carbon scenario and have a greater short
and opportunities the organisation term potential impact while the physical risks are significantly greater in the high carbon
has identified over the short, medium scenarios and increase in their potential impact over time. In determining the materiality of risks
and long term. and opportunities we have taken into account the absolute magnitude of the financial impact,
the level of future certainty and the horizon in which the impact manifests and the relationship
of the impact to the life of any impacted asset.
Transitional Risks
Risk Short term (<10 years) Medium term (~25 years) Long term (~50 years)
Failure to meet At the time of completing our initial scenario analysis work in 2020 this The potential for this risk No identified risk.
customer was classified as a substantial risk, but since then the actions taken by will continue over this
expectations the company have effectively mitigated this risk. It will continue to be horizon as brands continue
in terms of monitored as a risk in the future as failure to deliver on our emissions to work, with their supply
transitioning reduction targets and to develop and launch new low carbon products chains towards a net-zero
to a low carbon and processes would immediately raise the profile of this risk. target by 2050, but as in
model and the supply chain, the risk
thereby losing for Coats is failing to
sales. delivery on the strategy we
have put in place and
therefore this is not seen,
today, as a significant risk.
Introduction Our low carbon scenario includes the assumption that carbon taxes will We anticipate the carbon No identified risk.
of carbon taxes necessarily be one of the levers used to achieve rapid de-carbonisation taxes will continue to be an
leading to of energy and industrial products and processes. This is unlikely to be an important lever on the road
increased issue under the higher carbon scenarios. to net-zero, but the
energy prices. likelihood of them having
to increase is probably low
as the scale advantages in
low carbon energy should,
by this time, be well
established. Therefore our
scenario models a high
initial (short term) tax and a
drop in tax in subsequent
horizons.
Inability to Energy market regulatory challenges still exist in many of the countries The potential cost impacts No identified risk.
source sufficient in which we operate, and these can make the transition to renewable of sourcing EACs will
renewable energy electricity difficult or impossible at the moment. We have also seen cases continue, but we expect
to meet emissions of governments stepping back from delivering on the regulatory changes that the regulatory hurdles
reduction targets. that they have committed to, so there are uncertainties around our ability that lead to this
to fully transition. We assess this risk as the alternative cost of buying requirement will have
Energy Attribute Certificates (EACs) to cover our requirements where diminished substantially
we cannot gain access to certified renewable energy itself. in this horizon as more
countries establish
functioning renewable
energy markets.
Inability to obtain When we completed our initial scenario analysis work in 2020 the No identified risk. No identified risk.
sufficient recycled supply of high tenacity recycled polyester fibre was constrained and was
raw material preventing us from achieving a faster transition from virgin to recycled
to enable full polyester. Since recycled polyester has a roughly 40% lower emissions
transition of footprint than virgin fibre this is a risk in terms of achieving our emissions
product range reduction targets. This supply constraint has eased as we have managed
to lower carbon to expand the number of approved suppliers considerably in the last
footprint 18 months and currently there is no supply constraint on our growth
products. of recycled produce sales and the growth is dependent on customer
dynamics. With the aid of external consultants, we have also established
that the number of projects underway to increase the supply of recycled
polyester for the textile industry in general will mean that supply will
consistently exceed demand beyond 2025 and that therefore for the
horizon we are looking at here this is not a material risk.
Physical Risks
Risk Short term (<10 years) Medium term (~25 years) Long term (~50 years)
Increase in flood We have made extensive use of the World Under the higher carbon scenarios Riverine and coastal flood
damage risk, in a Resources Institute Aqueduct tools to model we see an increase in both riverine risks will continue to increase
few Asian units. water related issues under our different scenarios and coastal flood risks in this horizon. in the high carbon scenarios.
in all of our operations. We have established the In our low carbon scenario the risks Chittagong, Bangladesh
current baseline for flood risk in all of our units, remain relatively flat. Most of these continues to be at the highest
both for riverine and coastal flooding, and increased flood risks occur in Asian risk for a major plant, with
assessed how that changes in different scenarios units, with Indian and Bangladesh risks also growing in Dakar,
and timelines. While in some locations the riverine units being most exposed to riverine Bangladesh and Hanoi,
flood risk diminishes, there are others where, by flooding, with Chittagong, Bangladesh Vietnam as well as for a
2030, we can start to see an increase in risk that, being the only major plant with a number of smaller units
under the higher carbon scenarios, accelerates relatively high exposure. Shenzhen, in India. Shenzhen, China
thereafter. Coastal flood risk either remains static China, is the unit most exposed to continues to be the unit at
(for those units not exposed to it) or increases, but increased coastal flooding risk while most risk of coastal flooding,
not substantially in this horizon. some other units in Bangladesh and while the increasing risks in
Vietnam also appear to be at growing Bangladesh and Vietnam will
risk in this horizon, and we will be explored further as for the
be doing more granular work on medium term horizon.
understanding the nature of these
risks during 2022.
Disruption of We have been using the Aqueduct tool for some Our high carbon scenarios would see High carbon scenarios see
water supply in years to assess water stress at all of our locations the risks of water stress increasing and continued growth of water
some units. and have used this to identify locations where extending to additional units during stress in the same locations as
the high level of water stress might lead to future this time horizon. The highest risks for before with the same need to
disruption of water supply. There are no major plants are in our Pakistan plants. increase water recycling levels
significant short term risks identified. Turkey, Egypt, Brazil and Sevier USA to prevent shortages.
are also major plants with increasing
risks. Increased water recycling would
be required across these and some
other smaller units to ensure continued
access to water.
Possible need for No identified risk. Under our different scenarios we have In the high carbon scenarios
plant relocation modelled the number of extreme heat the number of extreme heat
in a small number days that are likely to occur in our days continues to climb with
of locations most different locations. We see the Thailand, India, Pakistan and
impacted by high potential for high heat days (days over Vietnam all being areas of
heat. 35°C ) to be happening sufficiently concern. It is possible that
frequently in a small number of units during this horizon we reach
in Thailand, India and Pakistan for this the point at which some
to be an area of growing concern, planned realignment of plant
though probably not to the extent capacities and withdrawal
that would require plant relocation. from extreme heat locations
begins to become advisable.
We anticipate that this would
happen in conjunction with
realignments by our
customers.
Opportunities
Opportunity Short term (<10 years) Medium term (~25 years) Long term (~50 years)
Growth in Several years ago we identified an opportunity to build a new business Light-weighting It is difficult to
light-weighting segment in producing lightweight components for the transport industry, opportunities will continue anticipate this
products aimed especially in automotive. The need to reduce emissions from transport to spread across the opportunity
at transport and to extend the range of electric vehicles means that the demand for transport sector, but on such a time
markets. light-weight components will continue to grow as it spreads progressively probably at a reduced rate horizon.
from luxury to utilitarian models. of growth.
Increased market While loss in market share with brands was identified as a potential Consolidation of brand It is difficult to
share with climate-related risk, building market share on the back of meeting their supply chains around anticipate this
apparel and expectations for supply chain partners that will help them to cut their suppliers that deliver on opportunity
footwear brands. Scope 3 emissions is a clear opportunity and one that some leading climate change on such a time
brands have already made explicit to their partners. commitments will continue, horizon.
but at a reduced rate.
b) Describe the impact of climate- The company has assessed the risks and opportunities above and has attempted to quantify
related risks and opportunities on the the scale of these in financial terms under the different scenarios and time frames and,
organisation’s businesses, strategy and using this methodology, has created a range of financial impacts per issue before applying
financial planning. any mitigation actions. The company has then looked at mitigating actions and the impact
that they can have on the potential risks, and has thus created a post-mitigation range of
financial impacts per issue. At the moment the assessment of mitigation actions has focussed
on transitional risks as these are the shorter term risks. Physical risk mitigation from extreme
weather has to be addressed at site level as that is where the physical risks are manifested
and this will require more detailed analysis of possible mitigating options – for the moment,
therefore, we have assumed that there is no mitigation possible for those physical risks,
which is a worst case scenario. The one exception to this is the risk of water shortages due
to increased water stress and this is detailed below.
The transitional mitigation actions proposed have also been analysed in terms of the potential
costs. Most of them do not incur any additional cost to the business (for example developing
Science Based Targets), and where there is some additional cost then that is immaterial. Most
of the mitigating actions are already agreed within the company strategy and are currently in
various stages of implementation.
The principal opportunities have also been assessed and quantified in the same way as the risks,
with a range of possible outcomes according to the scenarios and timeframes. Actions are
already underway to ensure that the business is able to make best use of these opportunities
and the activities related to these are described elsewhere in the strategic report.
As noted above the risk of loss of sales from failing to meet customer expectations has
currently been fully mitigated under the company’s climate strategy and so is not seen as a
material financial risk at this moment. This risk will be reassessed continuously as any failure to
deliver on the company climate strategy will raise the possibility of this risk becoming material.
The most significant financial risk is of carbon taxes. Under our low carbon scenario, SSP1,
these could be introduced in the next few years and increase rapidly through to 2030 after
which they would stabilise. Our high carbon scenarios, SSPs 3 and 5, don’t envisage there
being any carbon taxes. Under SSP 1 we expect that the range of carbon taxes could be
between $80 and $160 per tonne of CO2e, and we anticipate that this would apply to our
Scopes 1 and 2 emissions. Clearly this will only happen if there is the sort of global political
consensus on tackling climate change required to convert aspirations into actions, which has
not so far been the case. Without remediation, and hence based on current emissions levels
persisting, the potential for carbon taxes under scenario SSP1 would see an additional annual
cost of between $24m and $48m by 2030. Post-mitigation, where mitigation is taken as
delivery of our Science Based Targets for emissions reduction, this annual cost increase would
range from $13m to $26m. We see the pre-mitigation potential costs remaining broadly
constant through 2045 and 2070 while the post-mitigation costs would drop to immaterial
levels by 2045 and beyond.
Not being able to transition to renewable electricity as quickly as necessary means that there
is a risk of having to purchase EACs to meet emissions reduction targets. We have evaluated
this cost based on a weighted basket of current EAC prices across some of our units and we
consider that this financial risk is currently immaterial across all time horizons . We recognise
that prices for EACs, which currently have a wide range (from around $0.25/MWh to $13/
MWh), might increase or decrease in the coming years and we will need to continue reviewing
this risk in case an increasing price trend makes this risk material. We consider anyway that
this risk to be largely remediated by our current plans for transitioning to renewable electricity,
though in some significant countries (eg China) the regulatory framework to allow this is not
yet in place, so there are some unknowns in terms of the speed of transition.
Analysis of the risks from extreme heat and riverine floods has shown that these are immaterial
risks through 2030 and 2045. Further work is needed to confirm the level of risk in 2070 but
on current assessments this is also immaterial.
In the case of coastal flooding risk this is focussed in a small number of units and even
under the worst case, high carbon, scenario it has been assessed as immaterial across all time
horizons. As noted above additional work will be done in 2022 to better assess at a more
granular level the risks across some of the units that have been identified as being at risk in
2045 and 2070.
The risk of water shortages in terms of plant stoppages is very difficult to quantify, so the
approach taken here is to assess the potential capital and operational costs of the effluent
treatment plant upgrades that would be necessary to recycle enough water to mitigate this
risk. We have assessed this across all units and the potential capital implication is consistent
with the rate of investment that we have been making in effluent treatment plants for a many
years now and so is seen as an immaterial additional cost. The additional operational costs are
also immaterial.
In terms of the opportunities, the potential additional operating profit in 2030 ranges from
around $45m to $70m. This comes from increased market share with apparel and footwear
brands and growth in sales of our light-weighting products, mainly into the transport market.
To achieve this growth we anticipate a capex cost of between $6m and $9m in 2030 (in the
light-weighting opportunity the assumption is that the company will use manufacturing
partners). Looking beyond 2030 at this stage is difficult, but continued growth in these
segments will continue to be an opportunity.
c) Describe the resilience of the The short term risks are principally transitional risks related to the company’s low carbon (SSP1)
organisation’s strategy, taking into scenario. The strategy that the company has in place to implement Science Based Targets for
consideration different climate-related emissions reduction, to transition to renewable electricity and to convert to recycled materials
scenarios, including a 2°C or lower is a robust response to these risks. Regulatory access to renewable electricity in some countries
scenario. and ongoing growth in supply of recycled material are both key uncertainties, but the company
has in place very active programmes in both of these areas to mitigate these risks The company
is also actively developing the main new business opportunity in the short term. The medium
to long term risks are mainly physical risks more closely associated with higher carbon scenarios
(SSPs 3 and 5). The nature of these risks is that they are location specific. Our robust business
continuity plans which are regularly updated and refined will assist in ensuring that we have
robust contingency plans in place. Nevertheless, the company has not yet developed climate-
related unit-specific mitigation plans and these will be addressed in the near future as part of
the ongoing management of these risks. Currently our overall assessment indicates that the
opportunities are of the same broad order of magnitude as the risks and are linked to the
same scenarios so are well balanced.
Effective risk management is essential to smartly global manufacturing, distribution, sales and
other business operations, as well as our
and prudently achieve our strategic goals enabling functions, with all our employees
having an important role to play. The current
Overview in the knowledge that the likelihood and/ unpredictable environment presents us
or impact associated with such risks is with heightened levels of risk whilst the
Risk is inherent in all business activities, understood and managed within our risk pandemic persists, and with added pressure
and as a global industrial manufacturer, we tolerance and the opportunities associated from inflation and as global supply chains
maintain a comprehensive risk management with those risks are appropriately leveraged. are squeezed. In order to address those risks
framework that serves to identify, assess as swiftly and efficiently as possible, the
and respond to such risks. Our approach is membership of the Group Risk Management
focussed on the timely identification of risks
Governance structure
Committee has been extended to include
and related opportunities, combined with The Group is constantly alert to new and senior operational executives from each of the
their appropriate mitigation and escalation. emerging risks. We operate a formal geographic regions across the Group, which
We have embedded throughout the Group governance structure to manage risk across will further enhance the joining up of the
the structural means to identify, prioritise the Group and assign clear accountability top-down and bottom-up approach set out
and manage the risks involved in all of our for managing our risks. Overall responsibility in the chart below. Additional relevant subject
activities, including through consideration for reviewing the Group’s risk profile and matter experts are invited to contribute
of those risks on a combined basis as was setting risk tolerance, as well as assessing to discussions on specific issues such as
clearly the case when considering and the Group’s principal risks, rests with the climate change, cyber security, effluent
managing the various ongoing potential Board. However, the management of treatment, specific people-related issues etc.
impacts of Covid. This enables us to run our risk using our common risk management
business effectively and deliver our strategy framework is embedded throughout our
on actions contained in the local risk register. Periodically, a horizontal scanning of risks is also conducted and is discussed as a standing item in the
GRMC. GIA also reviews how risks are identified and mitigated across various clusters in the organisation and provides suggestions for improvement as
required. This provides an assurance that risk management activities are carried out regularly and consistently throughout the Group and that the risks
are reviewed and kept up to date by the respective stakeholders. These updates/key highlights are then presented and discussed in the GRMC meetings.
Taking the insights from these GIA and business unit/cluster risk management activities and focussing on the risks that may impact the strategic
objectives of Coats, the Board has defined 11 principal risks, as well as a number of additional key and emerging risks within that Group Risk Register.
These risks, and the steps we have taken to mitigate these risks, are detailed on the following pages. Throughout the year, the Board has kept each of
the principal risks under review with support from the GET and the GRMC. The Board also undertook a comprehensive assessment of the principal risks
facing the Group, along with the current levels of risk tolerance for each of those risks. Due to the ever-changing global risk environment, the following
risks have been updated since the last report:
CHANGE OF RISK DESCRIPTION
1. Mergers and Acquisitions (M&A) scale ambition risk has been re-named M&A programme ambition risk, in light of the Group’s
increasing ambition in the scale of its acquisition programme and its ability to source, satisfactorily acquire and integrate suitable targets.
2. Talent and capability risk has been changed to: Risk of failure to attract, retain and develop talent and capability, given business
changes, growth in new areas and labour availability challenges.
3. Economic and geopolitical risk arising from political, economic and demand uncertainty – across both key Asian and developed markets
– including risk to free trade conventions has been changed to: Economic and geopolitical risk arising from political, economic and demand
uncertainty – across both key Asian and developed markets – including risk to free trade conventions as well as global inflationary pressures.
4. Environmental non-performance risk given changing standards and increasing scrutiny resulting in disruption of existing business, fines
and/ or reputational damage has been changed to: Environmental non-performance risk given changing standards, increasing scrutiny,
customer and investor demands and expectations and scale of Group’s own self-imposed standards and ambitions, creating commercial,
financial and reputational risks as well as opportunities.
PROMOTED Risk of supplier non-performance and/or unavailability and/or price increases of raw materials,
labour and freight is promoted to being a principal risk with an emphasis on the freight/logistical
challenges element given, in particular, the widespread freight and logistical challenges. Consequently the
risk trend for this risk has also increased from stable to increasing.
DEMOTED Pensions risk has been demoted from a principal risk to a key risk, given that the latest valuation has been
completed and signed off with no amendment in deficit recovery payments and with additional robust
hedging strategies in place. See page 58 for more information.
FROM STABLE TO INCREASING Risk of failure to attract, retain and develop talent and capability trend has increased from stable to
increasing, in light of the heightened labour availability challenges in various parts of the world.
FROM INCREASING TO STABLE Mergers and Acquisitions (M&A) programme ambition risk trend has decreased from increasing to stable,
in light of the robust process being followed under the regular oversight of the Board.
FROM INCREASING TO STABLE Risk of ever-increasing customer expectations and the Group’s continuing ability to meet and
exceed those expectations as part of its strategic growth ambitions has decreased from increasing to
stable, due to the very close ongoing attention and actions taken by the management team under the
regular oversight of the Board.
FROM INCREASING TO STABLE The risk trend for Health & Safety has decreased from increasing to stable, in light of the actions taken by
the Executive team and the pattern of the various metrics presented to the Board regularly throughout 2021.
Link to strategy
Risk trend
Our principal risks, along with a summary of the measures we have put in place to manage and mitigate them, are set out in the table below. As
stated above, the Board will continue to keep the management and mitigation of these principal risks, as well as the appropriateness of this list and
the constantly changing broader risk environment, under ongoing review.
Specific M&A risks and mitigations include failing to achieve required financial returns by either overpaying
for a target or under-delivering on the business case. This risk is managed by deep sector knowledge
Link to strategy brought by executive management, an experienced M&A team which leverages specialist external advice on
valuations, and focussed diligence to satisfy the Board that the commercial fundamentals are robust.
The risk of failing to fully integrate the target company into the Group is managed by a dedicated
integration management office (IMO), involved from the diligence phase onwards and leveraging internal
and external diligence resources, to facilitate successful integration of the target company. A key focus of
the IMO is enabling delivery of the business case, whilst managing people and culture change to ensure
sustained success.
The risk of failing to capture synergies is managed by ensuring that synergy cases are robust and achievable,
and are reviewed by internal and external experts. The IMO plays a key role in ensuring the integration
allows for effective synergy delivery in line with the business case. In addition to a well-resourced
acquisitions team, we leverage wider internal resources and external advisers in specialist areas such as
valuation, financing, due diligence and integration. Post-completion/integration reviews are also conducted
to ensure that learnings are identified and built into subsequent projects as part of a continuous
improvement process. Significant work has been completed in 2021 and we have a robust pipeline of
opportunities.
Our sustainability innovations have met and exceeded customer needs, evidenced by the significant increase
in sustainable product sales, partnerships with customers like Decathlon in Diversity & Inclusion and the
development of new products to progress the industry circularity agenda. Our Technical Services teams in
both Apparel & Footwear and Performance Materials continued to support customers in their drive for
higher productivity, improved quality and accelerated innovation, delivering over 6,000 direct customer
engagements in the year. We have also acted to improve and automate customer service processes,
creating more time for customer value-adding activities in key markets. Responding to the accelerating pace
of industry change, Coats Digital has invested in SaaS transition for its industry-leading Fashion Tech
software solutions as well as developing technology partnerships for greater customer impact.
In 2021, we launched 21 new products across all our industry segments. In our Performance Materials
business, we started industrial production of preforms for a leading US automaker, using our Lattice
composite technology and our innovative Lattice LiteTM solution has now been adopted by a number of
high-profile sports brands for their high end running shoes. At the same time 2021 saw us extend the
Lattice range to Lattice ProtectTM which offers lightweight, super strong components for safety shoes.
Amongst the other products launched were our new range of reflective tapes – Signal Lucence which is a
sew-on tape phosphorescent powered by VizLite DT. These reflective tapes offer a third layer of visibility
working when there is reduced light or no primary light. They are lightweight and recharge via UV rays
meaning there is no need for batteries.
We continue to develop our innovation ecosystem, building increased capacity to create new product
solutions as well as products in collaboration with customers and suppliers. At COP26 we announced the
repurposing of our Shenzhen Hub to focus on the research and development of bio-based and recycled
materials, working towards our commitment that by 2030 all Coats products will be made completely
independently of new oil-extraction materials. We are already making huge strides in this area with our
EcoVerde ranges, and in 2021 we launched our EcoRegen lyocell-based product which is made using fibres
that are made from sustainably sourced wood pulp, which is a 100% cellulosic material and thus totally
biodegradable.
As part of our employee listening strategy, which provides an integrated approach to understanding the
overall employee experience, we continued with our comprehensive programme of engagement surveys,
this time with our new external provider. The results were extremely encouraging. 90% of our employees
took part in the survey and our engagement score was 83 – well above the benchmark of 74. We also took
part in the external Great Place To Work surveys. By the end of 2021 we were delighted that 81% of our
employees belonged to a certified ‘Great Place To Work’. Whether or not the teams achieve certification,
they all receive feedback from the ‘Great Place To Work’ organisation on actions they can take to further
improve the working environment. We continued to deliver key employee health and wellbeing
interventions in 2021 covering three main areas – Prevention, Protection and Medical Care, and Education.
We introduced a range of global as well as local initiatives like mental health and wellness programmes. We
also actively monitored the Coats markets considering the minimum wage increases and we continued our
work on living wage to ensure that all employees receive a wage that is sufficient to afford a decent
standard of living in their country or location.
Cyber risk 2021 was another year where the pandemic dictated that the workforce remain not just socially distanced,
Risk of cyber incidents leading to but also that the bulk of the administrative workforce was forced to work remotely. This was accomplished
corruption of applications, critical with largely the same procedural and technical controls initiated in 2020, which allowed us to manage the
IT infrastructure, compromised changing risk landscape that become more apparent with the remote workforce and the increase in attacks
networks, operational technology against the employees themselves and their home networks. To minimise threats, we employed technical
and/or loss of data. controls and further education, informing our workforce about common attacks, social engineering
schemes, etc and informing them to be diligent in adhering to the Group-level processes to keep
Risk trend themselves, their personal information, and the Company’s data and systems secure.
Our programme to defend against email-based threats, includes continuous security awareness training,
routine phishing simulation campaigns, and deployment of an additional context-based email security
Link to strategy solution (Q2 2021). Despite the increase in phishing threats being detected in both 2020 and 2021, we have
not seen an increase in phishing-related incidents, largely credited to the existing and additional protections.
Additional enhancements to our cyber programme added in 2021 were an improved cybersecurity asset
management solution in Q3 2021 and SASE solution in Q4 2021. The enhanced asset management solution
gives further insight to show any coverage gaps to security agents and controls. The SASE solution gives
additional visibility, control, and improves end-user experience. Coupling these with our managed Security
Operations Centre (SOC), which has been in place for the past three years, we continue to mature our
programme to better protect the data of our organization, our customers, and our business partners.
We have done a first analysis of the growing physical risks and have established the nature and potential
scale of these risks, and the localities potentially impacted by flood and extreme heat risks under each of
our scenarios. As detailed in our TCFD disclosure, these risks apply to our longer term horizons under higher
carbon scenarios and are limited to specific units, mainly in Asia. More detailed work now needs to be done
to review these medium to long terms risks with our business continuity plans for these particular sites and
determine what, if any, mitigation options exist at each site potentially impacted.
In parallel to this risk analysis work, we have also identified and studied the potential opportunities coming
from climate change and these are detailed in our TCFD disclosures on pages 38-45. During 2022, we will
also be adjusting our methodologies, where necessary, to the revised TCFD guidelines issues in October
2021 (2021 TCFD Implementing Guidance and 2021 Metrics Targets Guidance 1).
The Group applies a similar approach towards freight, where in 2021 the Group saw an extremely volatile
freight market with increasing rates for sea and air freight and with a very low reliability level mainly caused
Link to strategy by port congestions, equipment shortages and a high demand in the US to import goods from China. To
mitigate the risks, the Group is constantly enhancing planning accuracy and has increased the number of
global and local forwarders and moved to a monthly tender based on spot rates instead of a long term
agreement.
In relation to labour, where 2021 saw labour shortages coupled with labour inflation, the Group, and
specifically the Board and the senior executive team, remained intently focussed on talent development and
wellbeing as described in more detail in the Talent and capability risk on page 51.
Spanning all these areas, the Group has also moved quickly to implement a combination of self-help
initiatives (productivity improvement and cost control measures) and pricing actions as referred to in
Economic and geopolitical risk on page 52.
These tools will help us meet our 2022 sustainability targets for water, energy and waste. Following the
completion of Environmental Health and Safety (EHS) legal compliance audits for all of our global
manufacturing units, we now track new and updated EHS legislative requirements, thereby improving our
compliance to EHS legal requirements. We also manage all environmental permits and licences we hold in
each country we operate in, on a permits management system.
Our environmental incident management system ensures that we have a consistent and transparent way of
managing environmental incidents that occur, and we implement corrective and preventative actions to
prevent reoccurrence through a risk-based approach. Online analytical monitoring equipment provides
real-time data for our effluent treatment plants that discharge direct to natural waterways, to ensure we
meet local permit conditions and Zero Discharge of Hazardous Chemicals (ZDHC) limits and to meet our
2022 effluent treatment plant targets. As a result of this, and other measures, we improved our compliance
to ZDHC in 2021 and continued to make strong progress towards our target of 100% compliance in 2022.
Our global Business Continuity Plan includes environmental emergency preparedness and response plans,
and we track environmental risks through an environmental aspects and impacts management system. Our
environmental management plans are run through a series of workstreams to ensure key stakeholders have
an input into their delivery through a define, measure, analyse, improve and control (DMAIC) process. These
environmental and governance measures are managed through a digital energy and environmental
management system.
Risk trend All of our proactive, preventive actions translated into the following results for 2021:
• 24% reduction in work-related recordable injury rate (0.45 vs 0.59 in 2020)
• 6% reduction in lost time case rate (0.34 vs 0.36 in 2020)
• 23% reduction in days lost per lost time injury
Link to strategy • 91% reduction in eye injuries
• 38% reduction in slip/trip injury rates
Bribery and anti-competitive The Group continues to maintain clear and well-publicised policies and processes, spanning bribery,
behaviour risk anti-corruption and anti-competitive behaviour along with a number of other ethics issues, including in
of breach of anti-corruption law relation to partners, contractors and suppliers. These are reinforced with those latter stakeholders through a
or competition law, resulting in comprehensive Supplier Code (covering initial due diligence processes, onboarding, training, ongoing
material fine and/or reputational compliance and auditing). These policies are reviewed and updated annually. There is extensive online
damage. and face-to-face training and regular communications through a range of channels, including through
leveraging the support of our global ethical culture champions network. During the pandemic, the ethical
culture champions across the Group were asked to reinforce key ethical messages in light of the potential
Risk trend heightened risk of corruption in these uncertain times. Additionally, a sub-committee of the GRMC
comprising key business and functional leaders, meets quarterly to consider a range of ethics risks (including
closely monitoring key risk indicators for those risks), legislative and regulatory developments and mitigation
plans. The risks are also considered at cluster level during regular local risk management meetings.
Link to strategy
The Group actively maintains a whistleblower system, enabling employees and others who are aware of, or
suspect, unethical behaviour to report it confidentially. Awareness of the system, together with the risks
and the policies, has been increased through an ongoing Ethical Culture Campaign which operates at a
Group and local level. As noted above, we have also now procured an externally hosted whistleblowing
hotline, which further strengthens the robust existing whistleblowing arrangements that were already in
place. See page 27 for more details.
Risk trend
Link to strategy
The list of key risks also includes a number of potential disruptive risks
arising from, for example, new competitors and new technology. The
GET, GRMC and Board, as appropriate, continue to monitor these
potential disruptive risks and also the opportunities that these may
present.
After assessing the potential impact of the principal risks, a severe but
plausible scenario relating to the global economic environment was
modelled. The Directors have also taken into account a number of
assumptions that they consider reasonable within these assessments
including:
• The assumption that funding facilities will continue to be available
throughout the period under review: the core US private placement
borrowings are due in 2024 and 2027 and the revolving facility
matures in 2024, with the ability for two one-year extensions. It has
been assumed that the 2024 US private placement borrowings are
successfully refinanced and that a one year extension is obtained for
the revolving facility in 2024;
• The assumption that following a material risk event, the Group
would adjust capital management to preserve cash; and
• The assumption that the Group will be able to mitigate risks
effectively through other available actions.
Operating review
FY 2021 FY 2021
vs FY 2020 Organic1 vs FY 2019 Organic1
2021 2020 2019 inc/(dec) CER 1
inc/(dec) inc/(dec) CER1 inc/(dec)
$m $m $m % inc/(dec) % % inc/(dec) %
Revenue2
By segment
Apparel and Footwear 1,094 823 1,063 33% 33% 33% 3% 5% 5%
Performance Materials 409 341 326 20% 21% 19% 26% 29% 8%
Total 1,504 1,163 1,389 29% 29% 29% 8% 11% 6%
By region
Asia 846 629 800 34% 33% 33% 6% 6% 6%
Americas 375 315 323 19% 20% 19% 16% 23% 2%
EMEA 282 219 266 29% 31% 31% 6% 10% 10%
Total 1,504 1,163 1,389 29% 29% 29% 8% 11% 6%
Adjusted operating profit 2,3
By segment
Apparel & Footwear 164 96 156 72% 72% 72% 5% 6% 6%
Performance Materials 29 15 42 93% 92% 94% (30)% (28)% (28)%
Total adjusted
operating profit 193 111 198 75% 74% 75% (2)% (1)% (1)%
Exceptional and acquisition
related items (14) (7) (7)
Operating profit5 179 103 191 74% 74% 74% (6)% (4)% (4)%
Adjusted operating
margin2,3
By segment
Apparel and Footwear 15.0% 11.6% 14.7% 340bps 340bps 340bps 30bps 10bps 10bps
Performance Materials 7.1% 4.4% 12.8% 270bps 260bps 280bps (570)bps (560)bps (420)bps
Total 12.8% 9.5% 14.3% 330bps 330bps 340bps (140)bps (160)bps (100)bps
1 Constant Exchange Rate (CER) are 2020 and 2019 results restated at 2021 exchange rates. Organic vs 2020 on a CER basis includes like-for-like contributions from Pharr HP (post acquisition date of
February 2020). Organic vs 2019 on a CER basis includes like-for-like contributions from ThreadSol (post acquisition date of February 2019) and excludes contribution from Pharr HP (acquired in February
2020). 2 Includes contribution from bolt-on acquisitions made during the period. 3 On an adjusted basis which excludes exceptional and acquisition-related items.
Group revenues of $1,504m increased 29% vs 2020 on a reported basis as the business
recovered from the Covid pandemic. Group revenues on an organic basis increased 6% vs 2019
with continued accelerating momentum, delivering a performance above pre-Covid levels; this
included accelerating momentum throughout the year with 20% growth vs 2019 in November
and December (vs 1% at the half year, and 6% in July to October).
Group adjusted operating profit of $193 million increased 75% (FY2020: $111 million, FY2019:
$198 million). Adjusted operating margins were up 330bps to 12.8% (FY2020: 9.5%, FY2019:
14.3%).
Adjusted earnings per share (EPS) for the period increased to 6.8 cents (2020: 2.4 cents, 2019:
7.0 cents), back towards pre-Covid levels as operating profits and tax rates normalised from the
significant disruption seen in 2020.
The division saw strong growth of 33%, demonstrating the strength of our global footprint and
ability to support customers during Covid lockdowns across Asia in Q2 and Q3. Our global
accounts programme, in which we dedicate customer relationship resources to our key brands
and retailers, saw excellent new customer and programme wins.
All of our regions (US, Europe and Asia) benefited from positive end market sentiment. Trends
towards Sports and Athleisure as well as casualisation continued to accelerate through the
second half whilst online adoption, a shift towards premium products and supply chain
digitisation advanced further. Supplier consolidation, nearshoring and the customer need for
speed were also prominent trends and unsurprisingly, our customers continue to place increasing
emphasis on their own sustainability agendas. The ongoing demand shift from West to East and
growth in domestic Asia also played to our strengths, with strong growth from domestic China
brands and revenue for our China domestic business up 36% vs 2020.
All of the A&F sub-segments had strong revenue growth in 2021; A&F thread up 34%, zips and
trims up 29%, Latin America Crafts up 8% and Coats Digital up 22%. Coats Digital, our Fashion
Tech business, enables fashion brands, sourcing companies, and manufacturers to optimise,
connect and accelerate business-critical processes seamlessly. In 2021 bookings saw high
double-digit growth ahead of reported sales growth, indicating confidence for continued future
growth. The order pipeline remains strong for 2022.
Adjusted operating profit for A&F increased 72% vs 2020. Adjusted operating margin was up
340bps to 15.0% vs 2020. This was as a result of excellent commercial and operational delivery,
pricing actions and procurement self-help initiatives more than offsetting heightened inflationary
pressures and the Covid disruptions during the year.
2019 comparatives
As noted above, our A&F business had a strong year with revenues up 5% vs 2019 levels despite
Covid-related lockdowns in Asia. By sub-segment, A&F thread revenues (c.85% of segment
revenue) were up 6% vs 2019, with zips and trims (c.9% of segment revenue) up 13% in the
second half to end the year flat vs 2019.
A&F adjusted operating margins were 30bps ahead of 2019 despite Covid-related lockdowns in
Asia as a result of excellent commercial and operational delivery, tight control of discretionary
spend, and supported by volume recovery.
Revenues recovered well in all segments, with organic growth of 19% vs 2020, including a
recovery in Personal Protection which grew by 40% in November and December to end the year
up 12% on an organic basis.
The division saw further customer share gains as well as new customer wins in the second half
across all sub-segments, such as a Composites programme with a leading sports footwear
manufacturer for its premium marathon shoe, increased share with automotive suppliers in
Performance Thread, and Oil & Gas customers in Personal Protection.
Overall, PM revenues grew 21% on a CER basis (20% reported), consisting of organic growth of
19% and a 2% contribution from the acquisition of Pharr HP. Organic revenue growth
performance vs 2020 was underpinned by all sub-segments with strong demand in Composites
(+32%), Personal Protection (+12%) and Performance Thread (+20%).
Adjusted operating profit increased 92% on a CER basis to $29 million and at an adjusted
operating margin level, PM margins were up 260 bps to 7.1%, in line with guidance of mid to
high single digits. PM margins for the year were however adversely impacted in the US by labour
availability issues and labour inflation. Excluding the US business, PM margins were 14.4%
indicating a healthy recovery of margins elsewhere in the segment.
2019 comparatives
Compared to 2019 PM saw organic revenue growth of 8% with all segments performing
strongly (and in line with the trends described above); Composites was up 15%, Performance
Thread was up 10% and Personal Protection recovered in November and December to end the
year flat vs 2019 on an organic basis.
Operating margins remained down on 2019 (560bps on a CER basis) primarily as a result of the
operational impacts of labour disruption in the wider US business, but saw an improving trend in
the second half.
Geographical performance
We saw strong recovery across all regions with significant growth vs 2020 driven by improving
end market sentiment and Coats’ strong customer proposition.
In Asia, we saw revenue increase by 33%, driven by key A&F markets. This was 6% up on 2019
revenue levels, as this region saw the fastest recovery from Covid, despite some ongoing impacts
in the period, most notably in India which suffered lockdowns in the second quarter and in
Vietnam in the third quarter. Performance in China saw strong sales to domestic brands and in
Bangladesh sales to the apparel export market were healthy. PM also performed well in Asia
with growth in China as well as in India which saw increased production due to US demand.
Our Americas business saw organic revenues grow by 19% vs 2020, with 2% organic growth vs
2019 after an improved second half and growth in Brazil and Colombia. Consumer demand
remains strong in the US across all PM segments. In Europe, which was also impacted
significantly by Covid last year, we saw revenues grow by 31% vs 2020, and 10% above 2019.
This strong recovery was driven by the recovery in PM in telecom composites and transportation
as fibre optics and automotive sales remained robust, led by our key markets in Spain and
Turkey. Zips also saw a recovery in demand.
Financial review
Revenues
Group revenues increased 29% on a reported and organic CER basis, as all markets recovered
strongly having been adversely impacted by the Covid pandemic in 2020. All commentary below
is on a CER basis unless otherwise mentioned. Compared to pre-Covid (2019) levels, revenues in
the year were up 6% on an organic basis, as demand accelerated during the year, and this was
despite the ongoing Covid disruption seen across Asia in Q2 and Q3.
Operating profit
At a Group level, adjusted operating profit increased from $111 million in 2020 to $193 million
(2019: $198 million) and adjusted operating margins were up 330bps to 12.8% (2019: 14.3%).
The table below sets out the movement in adjusted operating profit during the year:
$m Margin %
The direct and indirect volume impact of the Covid disruption, particularly in H1 2020, was a
significant headwind on profits and margins in the prior year, as lower utilisation of factories led
to an under recovery of manufacturing overheads. As a result of the ongoing strong Covid
recovery, these volume impacts were largely reversed during the year, albeit there was some
adverse impact felt, particularly in relation to Asia in Q2 and Q3 due to further lockdowns which
produced manufacturing under recoveries in those quarters.
As a result of increasing oil prices in the latter part of 2020 and throughout 2021 we saw
year-on-year inflationary headwinds on raw material costs, sea freight as a result of container
availability and other costs such as labour and energy. As in previous periods we were successful
in mitigating these inflationary pressures with productivity benefits and pricing / surcharges. We
expect these inflationary pressures to continue into 2022; the pricing actions taken throughout
2021 position us well to continue to offset these.
We moved decisively to underpin our SD&A cost base during 2020 by minimising discretionary
spend (for example travel, staff bonuses, Long Term Incentive Plans and consulting costs) and
variable costs of selling. As expected, these savings normalised in the year as the business
recovered, and resulted in a $34 million normalisation of our SD&A costs. As a result of these
factors, the Group’s adjusted operating margins significantly increased to 12.8% (FY2020: 9.5%).
On a reported basis, Group operating profit (including exceptional and acquisition-related items)
was $179 million (2020: $103 million). See below for a breakdown of these exceptional items.
Exceptional and acquisition-related items are not allocated to segments, and as such the
segmental profitability referred to above is on an adjusted basis only.
Foreign exchange
As the Company reports in US Dollars and given that its global footprint generates significant
revenues and expenses in a number of other currencies, a translational currency impact can
arise. For the full year, this impact was minimal on sales, and a marginal headwind on an
adjusted operating profit, primarily due to movements in the Turkish Lira, Euro, and Colombian
Peso. At current exchange rates (31 December 2021) we expect a c.2% headwind on revenues
for the Full Year 2022.
Non-operating results
Adjusted earnings per share (EPS) for the year increased to 6.8 cents (2020: 2.4 cents). This
significant increase was due to the recovery in adjusted profit before tax (up from $86.4 million
to $172.5 million), and the expected normalisation in the underlying effective tax rate to 31%
(2020: 39%) as profitability returned to pre-Covid levels. The increase in adjusted profit before
tax was due to the increase in adjusted operating profit ($82 million increase), and a net interest
charge which was $4 million lower year-on-year (see below for further details).
Net finance costs in the year were $21.8 million (pre-exceptional), a $3 million decrease
year-on-year (2020: $24.8 million). The key drivers of the decrease in net finance costs in the
year were a $0.5 million reduction in interest on bank borrowings due to lower interest rates,
and lower corporate facility utilisation compared to 2020. In addition, there was a $2.6 million
favourable movement year on year in relation to foreign exchange rate movements. These were
partially offset by a $1.3 million increase in interest on lease liabilities due to certain new leases
taken out during the year.
The taxation charge for the year was $54.4 million (2020: $37.4 million). Excluding the impact of
exceptional and acquisition-related items and the impact of IAS19 finance charges, the effective
tax rate on pre-tax profit was 31% (2020: 39%). As profitability normalised to pre-Covid levels in
2021, so did the effective tax rate, as expected.
The reported tax rate was 33% (2020: 47%), which includes the impact of exceptional and
acquisition related items.
Profit attributable to minority interests was $19.7 million and was predominantly related to
Coats’ operations in Vietnam and Bangladesh (in which it has controlling interests). This was
25% above the 2020 level ($15.8 million), which is lower than the overall adjusted operating
profit growth for the Group (up 75% on 2020), which reflects the relative strength of
performance of those territories during 2020.
Strategic project costs of $3.7 million relate to the commencement of a number of strategic
initiatives during 2021. It is anticipated that cash exceptional costs in the order of $35 million will
be incurred in relation to these and further strategic initiatives across 2022 and 2023 in total.
The resulting benefits are anticipated to deliver incremental adjusted operating profit of $50
million by 2024.
Cash flow
The Group delivered $113 million of adjusted free cash flow in the year (2020: $28 million). This
free cash flow measure is before annual pension deficit recovery payments, acquisitions and
dividends, and excludes exceptional items.
This adjusted free cash flow performance was significantly ahead of 2020 as a result of the
recovery of adjusted operating profit, alongside continued well controlled net working capital
outflows ($15 million outflow) despite a number of inflationary pressures on our cost base and
an investment in inventory to support supply chain disruption.
Capital expenditure was above 2020 ($15 million) at $31 million, as we invested selectively in the
most appropriate opportunities in the Covid recovery phase. Minority dividend payments of $17
million were incurred (2020: $18 million) which relate to the repatriation of cash from local
operations to the Group. Tax paid was $48 million, broadly in line with 2020, which was lower
than the P&L charge as it reflects some timing benefit from the lower tax charge in 2020, which
benefited the first half.
The Group generated a free cash flow of $33 million in the year (2020: $23 million outflow),
which primarily reflects the adjusted free cash flow of $113 million, offset by UK pension
payments of $42 million (being $33 million of ongoing deficit recovery payments and
administrative expenses, and $9 million catch up of deferred 2020 payments), shareholder
dividends ($27 million), and exceptional costs of $11 million.
As a result of the above free cash flow, net debt (excluding the impact of lease liabilities) as at
31 December 2021 was $147 million (31 December 2021: $181 million). Including the impact of
lease liabilities, net debt as at 31 December 2021 was $246 million (31 December 2020: $247
million).
Capital expenditure
Capital expenditure for the year was $31 million (2020: $15 million). As we continue to recover
out of Covid, and in order to continue to support our longer-term growth strategy and further
reinforce our strong environmental compliance credentials, we anticipate capital expenditure to
be in the $35-45 million range for 2022.
The Coats UK Pension Scheme, which is a key constituent of the Group defined benefit liabilities,
showed a $108 million IAS19 surplus at 31 December 2021 (£80 million), which was $237 million
better than at 31 December 2020 (deficit of $129 million, or £94 million). This improvement
predominantly relates to net actuarial gains of $203 million (higher discount rate due to higher
corporate bond yields, experience gains and asset outperformance), and $37 million employer
contributions (excluding administrative expenses).
In agreement with the trustees of the Coats UK Pension Scheme, and as part of the wider Covid
underpinning actions, in 2020 we agreed to defer the remaining deficit recovery payments for
that year (April-December inclusive), to provide an additional c.$21 million of headroom cover.
The catch up of these payments commenced in May 2021 and will be evenly spread over a
period of around 18 months. As a result, total payments in 2021 were $42 million (which
includes $9 million in relation to the start of the catch-up of the 2020 deferred contributions).
UK triennial update
The effective date for the latest UK scheme triennial valuation was 31 March 2021. This valuation
was successfully completed and agreed with the Trustees during the year, ahead of schedule,
with a resulting Technical Provisions deficit of £193 million which is £59 million lower than the
previously agreed valuation in 2018. As a result of this valuation, future contributions remain at
the previously agreed levels of £22 million ($29 million) per annum (indexing) up until 2028, and
result in the pay down of the deficit slightly earlier than originally planned. The Group will
continue to pay the scheme administrative expenses and levies of around $5 million per annum.
Together with the remaining catch up of deferred 2020 contributions, 2022 payments are
expected to be around $46 million.
At 31 December 2021, our leverage ratio (net debt to EBITDA; both excluding lease liabilities)
was 0.7x and remains well within our 3x covenant limit, and slightly below the lower end of our
target leverage range of 1-2x. Our interest cover covenant also maintained significant headroom
at 31 December 2021 at 28x vs a covenant of 4x. These covenants are tested twice annually at
June and December, and are monitored throughout the year. Committed headroom on our
banking facilities was around $330 million at 31 December, which remains at a comfortable level
allowing us strategic optionality to consider the most attractive organic and inorganic
investments in the post Covid recovery phase.
Going concern
On the basis of current financial projections and the facilities available, the Directors are satisfied
that the Group has adequate resources to continue for at least the next 12 months and,
accordingly, consider it appropriate to adopt the going concern basis in preparing the financial
statements. Further details of our going concern assessment, financial scenarios and conclusions
can be seen in note 1.
Jackie Callaway
Chief Financial Officer
2 March 2022
The Strategic Report comprising pages 1–67 was approved by the Board and signed on its
behalf by the Group Chief Executive.
Rajiv Sharma
Group Chief Executive
2 March 2022
Chair’s introduction
Sustainability We continue to ensure good governance is present at all levels and all
As set out elsewhere in this Annual Report, and also in our areas of the Group. There are reliable Group-wide systems in place to
Sustainability Report (available on www.coats.com/sustainability), monitor all aspects of governance and, as set out on the pages of this
we have enhanced and added to our sustainability ambitions in 2021 Annual Report, the Board and its Committees regularly review
and we have also taken decisions to further develop the governance information about our strong health and safety culture (see page 26),
structure that supports and helps us to deliver these challenging goals. our approach to assessing and monitoring risk (see pages 46 to 58),
Our newly formed Sustainability Committee is comprised of three monitoring sustainability data in real time, and encouraging and
Non-Executive Directors and the Group Chief Executive, and it is investigating any disclosures made by workforce or other stakeholders
responsible for the oversight and monitoring of the Company’s either directly or through our internally hosted Group ethics channel or
Sustainability strategy and initiatives. You can read more about this on via an externally hosted web service whistleblowing hotline. You can
page 78 and review the Sustainability Committee’s Terms of Reference read more about the statistics relating to whistleblowing allegations, as
on the Corporate Governance section of our website, www.coats.com. well as the Board’s role in monitoring the regime, in the Directors’
The Sustainability Committee will enhance the Board’s focus on the Report on page 93.
environmental and employee engagement-related social elements of
ESG. We have also updated the terms of reference for our other Board Diversity and inclusion
Committees to reflect their enhanced role in ESG monitoring and Our people enable us to succeed. The way in which we attract and
oversight, by including the Remuneration Committee’s focus on the retain talent has been revised as a result of Covid. The global workforce
remuneration-related social element, the Nomination Committee’s is expecting increased flexibility in when, where and how they work;
focus on the diversity and inclusion-related social element and the successfully managing these expectations, balanced with an attractive
Audit and Risk Committee’s focus on the governance element. The company culture, while demonstrating the effective implementation of
Board has also recently approved a climate change strategy as well as an ambitious strategy, all combine to attract and retain a diverse and
reviewing and updating our other environmental policies. You can also highly effective team. You can read more about our Diversity Policies
see information about our compliance with the Task Force on Climate- and how we review and manage talent to ensure an inclusive working
Related Disclosures (TCFD) recommendations on pages 38 to 45. Coats environment in our Nomination Committee Report on pages 89 to 91
is a member of the FTSE4Good UK Index and I am pleased that we as well as in the People section on pages 26 to 28.
have maintained our position on the 92nd percentile in 2021.
Board composition
Governance, culture and goals I was honoured to succeed Mike Clasper as Chair of your Company in
This is the third year of reporting under the Code and I am pleased to May 2021. On both your and the Board’s behalf, I used the AGM as an
confirm that Coats has applied the principles and our statement of opportunity to formally thank Mike for his tremendous contributions to
compliance with the relevant provisions is set out on page 70. We our Company. Following these changes we took the opportunity to
continue to focus on the key themes of sustainability, diversity, review and refresh the composition of the Remuneration and Audit and
engagement with our stakeholders, fair remuneration structures and Risk Committees in line with Code and you can read more about this in
the strengthening of corporate culture. This report gives an insight into the Nomination Committee Report on page 90. During the course of
how we maintain and monitor our robust processes to ensure that this year, Jackie Callaway succeeded Simon Boddie as Chief Financial
good governance and behaviours are at the heart of everything that Officer. As set out in last year’s report, Simon stepped down from
we do. the Board in March 2021.
Our purpose, ‘to connect talent, textiles and technology to make a Dividend
better and more sustainable world’, continues to guide and inform The Board is mindful of the importance of returns to shareholders and
decisions made at every level of the Company. Coats has a strong and it is pleased to declare a final dividend of 1.50 cents per share (2020
established culture, which is supported by our foundations and our final dividend: 1.30 cents). Subject to approval at the forthcoming
principles, and shapes the way we work. Our resilience and AGM, the final dividend will be paid on 25 May 2022 to ordinary
performance following the pandemic is due to our business model and shareholders on the register at 29 April 2022, with an ex-dividend date
all our people continuing to act in line with our high standards of of 28 April 2022.
ethical behaviour in ‘doing the right thing’ and driving our sustainable
growth and the customer outcomes we desire. The Board takes its role
of setting and monitoring culture, values and ethics seriously, as set out
on page 77, and led in our operations by the Group Chief Executive
and the rest of our Group Executive Team (GET) and senior
management teams.
David Gosnell
Chair
2 March 2022
Other information relating to the corporate governance structures is set out over the following pages.
Strategic goal
Continuing to strengthen the core (Read more on page 10)
Key stakeholders
Board of Directors
Appointed 2 March 2015 (David stepped Appointed as an Executive Director in March Appointed 1 December 2020
down as a member of the Audit and Risk 2015, Group Chief Executive since 1 January
Committee and as the Chair and a member of 2017
the Remuneration Committee on 1 May 2021,
ahead of his appointment as Chair of the
Board)
Key skills and experience Key skills and experience Key skills and experience
• Strong and deep supply and procurement • 30 years’ global multi-industry leadership • Strong finance track record
background in global multinational experience • Experience across multinational
companies • Growth, digital, sustainability and manufacturing and supply chain businesses
• International and strategic mindset acquisitions track record
Senior Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director
Appointed as a Non-Executive Director and Appointed 1 March 2018 Appointed 1 December 2017
Senior Independent Director on 10 April 2015
(Nicholas was appointed as a member of the
Remuneration Committee on 1 May 2021)
Key skills and experience Key skills and experience Key skills and experience
• Global financial services and banking • Experienced audit committee chair with • Global business experience gained in
experience extensive financial and internal controls different sectors in Europe, Asia and the
• International business experience and experience US
insights, especially in China • Global business and developing markets • Strong background in general
• Advocate for ESG and SRI matters at the experience management and track record of
Board delivering positive change
Anne’s extensive business experience and her Echo became Chair of the Remuneration
deep knowledge and understanding of Committee with effect from 1 May 2021,
internal controls, combined with her having served on the Remuneration
experience from service on other audit Committee since her appointment to the
committees, provides the Company with a Board in December 2017. Her background and
highly qualified Audit and Risk Committee qualifications in Industrial Relations and
Chair with unique perspectives in the Human Resources provide the Company with
Boardroom. an ideally experienced Chair of the
Remuneration Committee.
See the Audit and Risk Committee report on
page 83. See the Remuneration Committee report on
page 96.
American Icelandic
Corporate governance
The Board
The Board is collectively responsible for the long-term success of the Group and for ensuring leadership within a framework of effective
controls. The key roles of the Board are:
• setting the strategic direction of the Group, including consideration of strategic acquisitions;
• overseeing implementation of the strategy by ensuring that the Group is suitably resourced to achieve its strategic aspirations;
• encouraging entrepreneurial leadership by providing a framework of prudent and effective controls which enables risk to be assessed and
managed;
• ensuring that the necessary financial and human resources are in place for the Group to meet its objectives;
• overseeing returns to shareholders and monitoring the share price; and
• setting and monitoring the Group’s culture, supported by its values, and ensuring alignment with the Company’s purpose and strategy.
Company Secretary
• Provides support to the Board and ensures information is made available to the Board in a timely manner.
• Supports the Chair on meeting management arrangements including setting the agendas for the Board, administering Board effectiveness
reviews, ensuring appropriate Board training and coordinating Board inductions.
• Provides advice on corporate governance matters. All Directors have access to the advice of the Company Secretary.
Governing documents
Internal controls and risk management Health and safety and the environment
The Board sets the Company’s risk appetite, assesses principal and The Board is fully committed to providing a safe place in which our
emerging risks and reviews mitigation plans. Responsibility for people, suppliers and visitors can work and ensures that we are a
monitoring the Company’s risk management and internal control considerate neighbour. You can read more about our approach to
systems is delegated to the Audit and Risk Committee (see page 87). our enhanced Sustainability strategy on page 12 and about our
approach to health and safety on page 26.
You can read more about our principal and emerging risks on pages
46 to 58.
Committees
Other committees
Sustainability Committee
The Sustainability Committee provides
strategic oversight and monitors the Disclosure Committee
execution of the Company’s The Disclosure Committee oversees the
Sustainability strategy and initiatives. It Company’s compliance with its disclosure
oversees the environmental and obligations. The Group Chief Executive
employee engagement-related social chairs the Committee, and its other
elements of ESG. The Chair of the Board members are the Chief Financial Officer
chairs the Committee, and its other and the Group Company Secretary.
members are the Group Chief Executive
and two Non-Executive Directors. The
Committee was established in December
2021 and its terms of reference are
available on coats.com.
Ronan Cox, President, Performance Materials Adrian Elliott, President, Apparel & Footwear (A&F)
• Responsible for delivering the overall strategy for Performance • Responsible for the overall strategy for A&F, including the
Materials, including commercial activities and developing talent, development and delivery of value-adding products and
and Group innovation. customer propositions. Also responsible for Coats Digital and
Marketing.
• Sector review is on page 3.
• Sector review is on page 3.
Stuart Morgan, Chief Legal & Risk Officer and Group Michael Schofer, Chief Transformation and Digital Officer
Company Secretary
• Responsible for business transformation and Digital and
• Responsible for legal and compliance, governance, risk Technology.
management, sustainability, communications, and company
secretarial matters. He has oversight of the Group Internal
Audit function.
• You can read more about the Group Internal Audit function’s
work during the year on page 87.
Monica McKee, Chief Human Resources Officer, and Paul Turner, President, Business Operations, both left the business on 31 December 2021.
Jackie Callaway, CFO, is acting as interim Chief Human Resources Officer until a successor is appointed. The Chief Human Resources Officer is
responsible for delivering the global Human Resources strategy, including performance management, progression planning, reward and talent
acquisition.
From 1 January 2022, a new GET structure is in effect to reflect the move to our three region operating structure. The changes to the GET
membership are summarised below:
• Michael Schofer is now Chief Operating Officer, Americas;
• Frederic Verague joined the GET as Chief Operating Officer, EMEA;
• Bill Watson joined the GET as Chief Operating Officer, Asia; and
• Tram Anh Tran joined the GET as Chief Supply Chain Officer.
There are no changes to the roles and responsibilities of the other GET members.
During the year, the Board held nine scheduled meetings and an additional five Board calls were held to discuss business matters that the Chair and
Group Chief Executive decided should be considered by the Board. All Directors received papers for meetings in advance. The Board met virtually
using audio-video conferencing until July 2021 and subsequently mixed virtual and face-to-face meeting attendance to maximise effectiveness and
balance the ongoing risks of physical meetings. Noting the geographic diversity of our Board, Board meetings have often spanned two consecutive
days to ensure appropriate time to consider items recognising the different dynamic of meeting virtually. The Board has continued to adapt well to
the changing ways of working and intends to continue to hold some meetings virtually in 2022, recognising the environmental benefits and other
efficiencies in balancing a mix of virtual and physical meetings. This approach will be periodically reviewed to ensure that Board effectiveness is
optimised.
The Board was able to proceed with a hybrid annual strategy meeting in 2021, with most Directors meeting physically in London and certain
presenters also attending in person. This year, the Board held its annual away week in the USA in October and all Directors were able to visit
certain of our sites and engage with employees and other stakeholders face-to-face. You can read more about the Board’s engagement with
stakeholders on pages 20 to 23.
In addition to the scheduled meetings, the Senior Independent Director and the Non-Executive Directors meet once a year without the Chair
present in order to appraise his performance. The Chair and the Non-Executive Directors also periodically attend sessions without management
present to discuss, amongst other things, the performance of key members of management.
Board evaluation
In line with the Code, this year an internal evaluation of the Board and its Committees was conducted and an external evaluation will be
undertaken in 2022. The internal evaluation process of the Board and its Committees was led by the relevant Chair and comprised a questionnaire
that was circulated electronically.
The Board and its Committees recognise the value of a full and transparent evaluation of their performance and seek feedback from both Board
members and regular Board and Committee meeting attendees.
The Board-related questionnaire focussed on the areas identified for improvement last year, and a summary of actions that were taken in relation
to this feedback is set out below.
Inorganic M&A growth opportunities Continuing to focus on the full range of stakeholders in Board
Actions taken: appropriate review of strategic opportunities discussion and decisions
when available. Actions taken: Board papers continue to consider stakeholder impact,
to allow preparation before meetings. Independent investor study
undertaken in 2021 as well as a customer experience deep dive. The
regional deep dives referred to specific stakeholder impacts to allow
the Board to understand geographic differences.
The 2021 Board evaluation also covered Board performance and dynamics, the relationships between the Directors and the GET, the content and
scope of topics covered at Board meetings, and consideration of each of our identified key stakeholder groups in Board decision making. The
questionnaire contained many of the questions that were asked in 2020, to allow year-on-year tracking. This consistency remained important in
2021 when our meetings were held using a mix of virtual and face-to-face attendance . Noting that there have been changes in the Chair of the
Board and the Remuneration Committee and other changes to the composition of the Board and its Committees, questions were added to allow
respondents to consider if there had been any impact on effectiveness following these transitions. Finally, it gave respondents an opportunity to
provide their candid thoughts: what was being done well and what needed to be improved. Views were also sought on the Chair and Senior
Independent Director, as well as the workings of the Committees of the Board.
The results were collated by the Company Secretariat on behalf of the Chair and the results were considered by the Board at its December meeting.
There was a detailed Board discussion and it was noted that the respondents considered that the Board’s effectiveness had increased in 2021
relative to 2020. In particular, the Chair’s transition was rated highly by all respondents. The Board reviewed both the absolute ratings and the
freeform comments that had been submitted. The areas identified by respondents for further focus in 2022 are set out below and the Board will
provide details of the actions that are taken in relation to these in the next Annual Report.
Anne Fahy
Chair, Audit and Risk Committee
2 March 2022
The Committee received sufficient, reliable and timely information from Fair, balanced and understandable
management to enable it to fulfil its responsibilities. In line with the requirements of the Code, the Committee considered
whether the Annual Report is ‘fair, balanced and understandable’ using
The Board has confirmed that it is satisfied that Committee members the established processes to ensure its input was appropriately timed.
possess an appropriate level of independence and depth of financial The Committee members were consulted at various stages during the
and commercial, including sectoral, expertise. For the financial year drafting process and gave input to the planning process, including the
ended 31 December 2021, Anne Fahy and Nicholas Bull were the review processes undertaken internally and by the Company’s advisers.
members of the Committee determined by the Board as having recent The Committee received a full draft of the Annual Report and provided
and relevant financial experience. You can read more about the skills feedback on it, highlighting the areas that would benefit from further
and experience of the members of the Committee on pages 72 to 74. clarity or balance. The draft report was then amended to incorporate
this feedback ahead of the February 2022 Committee meeting.
Exceptional and In 2021, exceptional and acquisition-related items of $13.7m have been recorded in operating profit; the disclosures in
acquisition-related note 4 provide further details. The Committee assessed management judgements, took into account the views of the
items external auditor and concluded that the accounting treatment was appropriate given the one-off nature of the events.
Pension matters – At 31 December 2021, the Group’s IAS19 Pension surplus was $21.1 million. The Committee reviewed the
valuation of methodology for determining key assumptions underpinning the valuation of liabilities of the Group’s most significant
obligations and pension schemes. The Committee also reviewed in detail the various aspects of the continuing obligations to the
recognition of Group’s ongoing schemes. The Committee also considered the recognition of surpluses in respect of both the UK and
surpluses US funded plans. The Committee is satisfied that recognition of such surpluses and the disclosures provided in note 10
to the financial statements are appropriate.
US legacy The Group has recognised a provision, net of insurance reimbursements, of $11.2 million in respect of remediation and
environment legal/professional costs for the Lower Passaic River. The Committee considered management’s position on the
provision accounting and disclosure implications surrounding this environmental case, taking into account advice received from
external counsel Sive Paget & Riesel P.C. Following the delivery of the US Environmental Protection Agency’s Record
of Decision in March 2016, the Committee has continued to review whether subsequent events, including those
impacting other parties considered to be responsible for the most significant contamination in the river, have triggered
the requirement to remeasure the level of remediation provisioning previously established. The Committee is satisfied
that there is no requirement to remeasure the remediation provision at 31 December 2021 and that the disclosures
provided in note 28 to the financial statements are appropriate.
Taxation The Group operates in numerous jurisdictions around the world, with different regulations applying in different
territories. This complexity, together with intra-Group cross-border transactions, give rise to inherent risks. In addition
to reviewing the Group’s underlying effective tax rate, which decreased from 39% to 31%, the Committee also
considered the Group’s uncertain tax provisions and deferred tax assets, which amount in total to $20.2 million and
$20.7 million respectively. The Committee is satisfied with the approach and disclosures adopted by management as
reflected in the financial statements in note 9 to the financial statements.
The Committee also received regular updates on provisions made for litigation and tax matters and the Committee considered the appropriateness
of the methodology applied.
External audit was appointed the Company’s external auditor in 2003 and therefore a
Independence new audit firm must be appointed for the year ending 31 December
The Committee is responsible for reviewing the independence and 2023 at the latest. The Board previously intended for the audit tender
objectivity of the Company’s external auditor, Deloitte LLP, agreeing the to take place during 2020. The Board now intends to undertake a
terms of engagement with them and the scope of their audit. Deloitte competitive tender process for the external audit during 2022, with the
has a policy of partner rotation, which complies with regulatory intention of the Board appointing a new audit firm for the year ended
standards, and, in addition, Deloitte has a structure of peer reviews for its 31 December 2023. The tender process will consider Big Four as well as
engagements, which are aimed at ensuring that its independence is non-Big Four audit firms. There are no contractual obligations that
maintained. Maintaining an independent relationship with the Company’s restrict the Company’s choice of external audit firm but the auditor
external auditor is a critical part of assessing the effectiveness of the audit tendering and rotation requirements set by the UK Corporate
process. The Committee annually reviews the policy on non-audit fees to Governance Code, the Competition & Markets Authority and the
ensure it complies with latest FRC Ethical Standards. European Commission preclude Deloitte from the tender process.
The Committee also regularly reviews the level of audit and non-audit Assessment of audit process
fees paid to Deloitte. The key principles of the policy on non-audit The scope of the external audit is formally documented by the auditor.
services are: They discuss the draft proposal with management before it is referred
to the Committee which reviews its adequacy and holds further
• The auditor is prohibited from providing any services that are not
discussions with management and the auditor before final approval.
included in the list of permitted non-audit services. Permitted
services include audit-related services such as reviews of interim In respect of the financial year ended 31 December 2021, the
financial information or any other review of accounts required by Committee assesses the performance and effectiveness of the external
law to be provided by the auditor. auditor, as well as their independence and objectivity, on the basis of
• Any service that is not on the list of permitted services, if in excess meetings and a questionnaire-based internal review which was
of $25,000, requires the approval of the Committee. completed by the Committee members, regular attendees to the
• Engagements entered into prior to 15 March 2020 can be Committee and those Coats colleagues globally who interact most
completed in line with the original terms as long as the non-audit frequently with the external auditor. The summary of the results of the
work being provided under the transitional arrangements was questionnaire has been reviewed by the Committee and appropriate
envisaged at the time the engagement letter was signed. feedback has been shared with the external auditor, noting that prior
year feedback was acted on.
During 2021, the external auditor provided services in relation to the
Group’s interim results and also provided tax advisory services that The Committee is satisfied that it can recommend to the Board that the
were entered into prior to 15 March 2020. The external auditor has Board should propose to shareholders the reappointment of Deloitte
confirmed to the Committee that they did not provide any prohibited LLP as auditor for the year ending 31 December 2022.
services and that they have not undertaken any work that could lead to Assessment of the effectiveness of the Committee
their objectivity and independence being compromised. The Committee effectiveness in respect of the year ended 31 December
The non-audit fees in relation to the services supplied by the external 2021 was evaluated using an internal questionnaire in line with the
auditor can be found in note 5 of the financial statements. Non-audit fees process set out on page 81. The Committee considered that the key
presented as a percentage of total audit fees is 10%. The non-audit points that were identified in the previous year’s assessment had been
services primarily relate to long-running tax compliance and advisory adequately addressed. The 2021 evaluation indicated that the Committee
services in India, and the Committee considered and approved a proposal was working effectively and identified opportunities for the 2022
for the external auditor to continue these works in India. In the case of Committee work plan including development of an assurance policy.
each engagement, it was considered appropriate to engage Deloitte LLP Looking forward
for the work because of their existing knowledge and experience from As well as the regular cycle of matters that the Committee schedules
prior Group engagements. The Committee discussed with, and received for consideration each year and conducting the audit tender, we are
confirmation from, the external auditor that the audit team have not planning over the next 12 months to:
relied on the work performed by their tax teams as part of the audit and • develop an assurance policy;
their objectivity and independence has been safeguarded. • conduct a deep dive into cyber security; and
The lead partner is rotated every five years. Ed Hanson was appointed • continue to monitor legislative and regulatory changes that may
as the lead audit engagement partner in 2018. impact the work of the Committee and consider the impact of
proposed audit industry changes.
The group is in compliance with the provisions of the Competition &
Markets Authority’s Statutory Audit Services for Large Companies Signed on behalf of the Audit and Risk Committee by:
Market Investigation (Mandatory Use of Competitive Tender Processes
and Audit Committee Responsibilities) Order 2014. Provisions include Anne Fahy
audit tendering at least every 10 years and mandatory audit firm Chair, Audit and Risk Committee
rotation after a period of maximum tenure, set at 20 years. Deloitte LLP 2 March 2022
During the year, the Committee met twice and all Committee Members
attended the maximum number of meetings possible. Further details of
individual Directors’ attendance can be found on page 80. You can
read more about the skills, tenure and experience of the members of
the Committee on pages 72 to 74.
Skills matrix
Ensuring the right balance and diversity of skills and experience on the PROCESS TO BE UNDERTAKEN EVERY THREE YEARS
Board creates the conditions for the success of the Group. Reviewing
the strengths of existing Board members as well as identifying any
potential opportunities to enhance the overall portfolio of talent on the
Board and in senior management is a key responsibility of the Peer review by other Non-Executive Directors
Nomination Committee. During 2021, the Committee agreed an
enhanced skills matrix to provide a detailed and transparent assessment
of the current skill set on the Board. A summary of the matrix is set out
below. The completed matrix will help inform succession planning and Review of outcomes by Chair
future recruitment.
I am pleased with the open and honest feedback that has been
Relevant functional experience
received and shared. The Non-Executive Directors that have undertaken
this process to date have responded positively and we will continue to
focus on any areas identified for development in 2022.
Specific value-added expertise
Succession planning
The Committee, on behalf of the Board, regularly assesses the
composition of the Board and its Committees in terms of skills,
Relevant sectoral experience experience, diversity and capacity. The Board tenure tracker is regularly
presented to the Committee to ensure that discussions are held well in
advance of planned departures, to allow appropriate skills gap
identification and timely succession. Neither the Chair nor any of the
Geographic experience Non-Executive Directors has exceeded the maximum nine-year
recommended term of service set out in the Code. When making
Non-Executive Director review process and training decisions on new appointments, Board members consider the skills,
In 2021 the Nomination Committee implemented an additional experience and knowledge already represented on the Board and the
rigorous review process in respect of Non-Executive Directors’ benefits of diversity in all its forms. Following the announcement of my
performance and contribution to the Board that will be undertaken appointment to Chair of the Board, the Committee reviewed and
every three years, ahead of recommending their re-election at their refreshed the composition of the Remuneration Committee, including
fourth and seventh AGMs. These are conducted by way of an online appointing a new Chair and identifying an appropriate new member. It
questionnaire, comprising questions which have been pre-approved by was agreed that Echo Lu would succeed me as Chair of the
the Board, to be completed by the rest of the Non-Executive Directors. Remuneration Committee, having served on the Committee from
The Chief Human Resources Officer then shares the confidential results December 2017 and noting her deep executive experience in people-
on an anonymous basis with the Chair, who has an opportunity to related matters. Nicholas Bull was identified as being the best
review and add their opinion before holding a feedback discussion with candidate to join the Remuneration Committee and brought the
the Non-Executive under review, to also be attended by the Senior benefits of his strong interest in ESG matters and a cross-over in
Non-Executive Director. The process was trialled with a review of membership of the Nomination and Audit and Risk Committees. Both
Nicholas Bull, who had served on the Board for almost six years. Echo and Nicholas commenced their new roles on 1 May 2021. I also
Further reviews of Anne Fahy, Echo Lu and Fran Philip, each of whom stepped down as a member of the Audit and Risk Committee, in line
had recently completed or was approaching three years of service on with the requirements of the Code, and the Nomination Committee
the Board, were undertaken. Jakob Sigurdsson’s review will take place judged that it was not necessary to appoint a new member to that
before he has completed his initial three-year term, prior to Committee at that time.
recommending his re-election to shareholders.
The Committee and Board have continued to monitor the GET and Our workforce diversity policy is included in our Coats Key People
senior management talent pool to ensure that succession planning for Principles and mirrors the intention of the Policy. You can also access
business-critical roles is proactively reviewed. The Committee has these on our website (www.coats.com/Sustainability/Policies-and-
continued its regular bi-annual review of the progress on CEO downloads).
succession plans. There were also two comprehensive talent reviews
and a succession planning update, including a review of the talent Independence and overboarding
pipelines for GET succession that provided deeper insights into the During the course of the year, Board members continued to inform the
talent in the organisation, presented to the Board during the year. Chair of any proposed new external appointments and these were
considered and approved by the Board. The Company Secretary
Diversity maintains a register of Interests and Conflicts to track the commitments
Coats has a well-established commitment to ensuring diversity and of the Directors and ensure these are in line with overboarding
balance at Board level and below. The Board supports the guidance. The Committee is satisfied that the external commitments of
recommendations of the Hampton-Alexander Review on gender its Chair and members do not conflict with their duties as Directors of
diversity and the Parker Review on ethnic diversity. The Committee the Company and that any situational conflicts have been authorised in
continues to focus on these important areas and I am pleased to line with the process set out in the Company’s Articles of Association.
confirm that we have 50% female representation on the Board and
have two Directors from an ethnic minority background. The Board has The Chair was considered to be independent on appointment and is
had several discussions about how to help develop the talent pipeline committed to ensuring that the Board comprises a majority of
in certain regions to further facilitate diversity in our succession plans independent Non-Executive Directors who maintain constructive and
and we will continue to focus on this in 2022. In November, the challenging debate in the boardroom, balanced alongside the need to
Company launched a project to expand our collation and analysis of ensure continuity on the Board. The Company maintains the terms of
our Diversity, Equity and Inclusion (DEI) data to support the appointment of the Chair and Non-Executive Directors to ensure that
development of our DEI strategy and reporting. The Company has also they continue to meet the requirements of the Code. As such, the
collaborated with certain customers to share DEI case studies. The way Board considers that all of its Non-Executive Directors continue to
in which people want to work has changed, triggered partially by the demonstrate independence.
changes enforced by the pandemic. We recognise the benefits of a
truly engaged workforce and note the role that flexible working plays Committee performance and effectiveness
in keeping and attracting talent. Coats has a flexible working policy. The Committee‘s effectiveness in respect of the year ended
31 December 2021 was evaluated using an internal questionnaire in
The gender diversity across our Group is shown below. line with the process set out on page 81. The Committee also
considered the key points that were identified in the previous year’s
Male Female assessment. The 2021 evaluation indicated that the Committee’s ways
of working, composition and dynamics were working effectively and
All employees 58% 42% identified opportunities for the 2022 Committee work plan including
GET and direct reports 72% 28% further development of succession plans for GET and below GET roles
Senior managers 77% 23% and briefings on new and emerging trends.
You can see more information on the gender split across the Board, our
senior management team (which is defined as employees that are
grade three or above in the organisation) and the Group as a whole in
our Sustainability Report, which is available on our website (www.
coats.com/sustainability). Our Board Diversity Policy (Policy) can be
viewed on our corporate website (www.coats.com/about/corporate- Signed on behalf of the Nomination Committee by:
governance/board-composition) and it sets outs an indicative range of
diversity criteria, that will be considered alongside merit and other David Gosnell
objective factors, when recruiting to ensure the continued calibre of Chair, Nomination Committee
the Board while being an effective driver of the spirit of true diversity, 2 March 2022
having due regard to gender, ethnicity, social background, skill set and
breadth of experience.
Directors’ report
Coats Group plc (Company) is the holding company of the Coats group Directors’ conflicts of interests
of companies (Group). The Company has procedures in place for managing conflicts of
interest, including situational conflicts of interest. Potential situational
Annual General Meeting conflicts of interest are identified prior to appointment and the Board
The Annual General Meeting (AGM) of the Company will be held on will consider and authorise these if appropriate. Should an existing
18 May 2022 at 2.30pm at FTI Consulting, 200 Aldersgate, London Director become aware that they, or any of their connected parties,
EC1A 4HD. have an interest in an existing or proposed transaction with the
Company, they should notify the Board in writing or at the next Board
Corporate Governance Statement meeting. Internal controls are in place to ensure that any related party
The Corporate Governance Statement, prepared in accordance with rule transactions involving Directors, or their connected parties, are
7.2 of the Financial Conduct Authority’s Disclosure Guidance and conducted on an arm’s length basis. Directors have a continuing duty
Transparency Rules, comprises the following sections of the Annual to update the Board on any changes to these conflicts.
Report: the ‘Strategic Report’; the ‘Corporate Governance Report’; the
‘Audit and Risk Committee Report’; the ‘Nomination Committee Report’; Directors’ indemnities
the ‘Remuneration Committee Report’; together with this Directors’ The Directors of the Company have entered into individual deeds of
Report. As permitted by legislation, some of the matters required to be indemnity with the Company which constitute ‘qualifying third-party
included in the Directors’ Report have been included in the Strategic indemnity provisions’ for the purposes of the Companies Act 2006.
Report by cross-reference, including details of the Group’s financial risk The deeds indemnify the Directors, and the directors of the Company’s
management objectives and policies, business review, future prospects, subsidiary companies, to the maximum extent permitted by law. The
stakeholder engagement, Section 172 Statement and environmental deeds were in force for the whole of the year, or from the date of
policy. The 2018 UK Corporate Governance Code is available from the appointment for those appointed during the year.
Financial Reporting Council’s website (www.frc.org.uk).
In addition, the Company had Directors’ and Officers’ liability insurance
Directors cover in place throughout the year.
The names and biographical details of the current Directors are shown
on pages 72 to 74 of this Annual Report. Particulars of their Share capital
emoluments and beneficial and non-beneficial interests in shares are Details of the Company’s issued share capital, together with details of
given in the Directors’ Remuneration Report on pages 104 and 105. the movements in the Company’s issued share capital during the year,
are shown in note 26. The Company has one class of ordinary shares
The appointment and removal of Directors are governed by the with a nominal value of 5 pence each (Ordinary Shares), which does
Company’s Articles of Association and the Companies Act 2006. The not carry the right to receive a fixed income. Each share carries the
Directors may, from time to time, appoint one or more Directors. In right to one vote at general meetings of the Company. There are no
accordance with the provisions of the Code, all Directors will retire and restrictions or agreements known to the Company that may result in
submit themselves for election or re-election at the forthcoming AGM. restrictions on share transfers or voting rights in the Company. There
are no specific restrictions on the size of a holding, on the transfer of
Directors’ powers shares, or on voting rights, all of which are governed by the provisions
The Board manages the business of the Company under the powers set of the Articles of Association and prevailing legislation. Shareholder
out in the Company’s Articles of Association. These powers include the authority for the Company to purchase up to 145,255,457
Directors’ ability to issue or buy back shares. Shareholders’ authority to (representing approximately 10% of the Company’s issued shares as at
empower the Directors to make market purchases of up to 10% of its the latest practicable date before the publication of the notice of the
own ordinary shares is sought at the AGM each year (as set out in the Annual General Meeting held in May 2021) of its own Ordinary Shares
Share Capital section below). was granted at the 2021 AGM. No shares were purchased pursuant to
this authority during the year.
The Company’s Articles of Association can only be amended, or new
Articles adopted, by a resolution passed by shareholders in a general Shareholder authority for the Company to allot Ordinary Shares up to
meeting by at least three quarters of the votes cast. The Company an aggregate nominal amount of £48,370,000 was granted at the
adopted new Articles at the AGM held in May 2021. 2021 AGM. No shares were allotted pursuant to this authority during
the year. The issued share capital of the Company at 31 December
In the event that a Director raises any concerns about the operation of 2021 was approximately £72,628,519 divided into 1,452,570,385
the Board or management of the Company that cannot be resolved, Ordinary Shares.
a record would be kept in the Board minutes and this should also be
noted in the Director’s resignation letter. Further discussion of the Since 31 December 2021, 0 new shares have been issued as a result of
Board’s activities, powers and responsibilities appears within the the exercise of share options by the Company’s share option scheme
Corporate Governance Report on pages 75 to 79. Information on participants and the total issued share capital at 1 March 2022 is
compensation for loss of office is contained in the Directors’ 1,452,570,385 Ordinary Shares. The Company’s Ordinary Shares are
Remuneration Report on page 104. listed on the London Stock Exchange. The register of shareholders is
held in the UK. The number of Ordinary Shares of the Company in Whistleblowing procedure
which the Directors were beneficially interested as at 31 December A whistleblowing, ethics and fraud report is a standing agenda item
2021 is set out in the Directors’ Remuneration Report on page 105. that is presented quarterly at Board meetings. Coats has a well-
publicised whistleblowing procedure, which can be found on our
Substantial interests website. This is designed to empower all employees, contractors and
Information provided to the Company pursuant to the Financial anyone else who is aware of, suspects, or is concerned about potential
Conduct Authority’s Disclosure Guidance and Transparency Rules misconduct, illegal activities, fraud, abuse of assets or other violations
(DTRs) is published on a Regulatory Information Service and on the of Company policy/Ethics Code to report these confidentially via email
Company’s website. The following information has been received, through the Group ethics channel or, from 2022, via an externally
in accordance with DTR 5, from holders of notifiable interests in the hosted web service whistleblowing hotline. ‘Doing the right thing’ and
Company’s issued share capital. ways to raise concerns are regularly communicated and discussed, and
are covered as part of the Global Ethics Day, held each year in October.
As at As at
31 December 1 March Nature During the year ended 31 December 2021, there were 98
2021* 2022* of holding whistleblowing concerns raised (2020: 83). Of these concerns raised,
Liontrust Investment following investigation 30% (2020: 24%) of the closed cases were
Partners LLP 10.52% 10.52% Direct upheld and 14 cases are still under review. In the case of substantiated
concerns, disciplinary action, up to and including termination, was
Kempen Capital
taken whenever there was any evidence of misdemeanour and training
Management N.V. 7.49% 7.49% Indirect
and enhanced controls were implemented wherever appropriate.
Mondrian Investment
Partners Limited 5.88% 5.88% Indirect
Concern is raised via whistleblowing procedure
M&G Plc 5.30% 5.30% Indirect
Acknowledgement is sent to the whistleblower within seven days
* % holding based on total number of shares in issue at the time of respective of receipt of the concern
notification.
The Company has not been notified of any other substantial interests
in its securities. The Company’s substantial shareholders do not have The investigation team, independent of the relevant operational
different voting rights. The Group, so far as is known by the Company, business or function, is nominated by the Chief Legal & Risk
is not directly or indirectly owned or controlled by another corporation Officer and Group Company Secretary, Chief Human Resources
or by any government. Officer and the relevant Group Executive Team member.
Allegation is investigated by the nominated team
Change of control
The Company is not party to any significant agreements that would
take effect, alter or terminate upon a change of control of the
Company following a takeover bid. However, the Group’s Revolving Findings are presented to the Chief Legal & Risk Officer and Group
Credit Facility Agreement and US Private Placement would terminate Company Secretary, Chief Human Resources Officer and the
upon a change of control of the Company. The Company does not relevant Group Executive Team member who decide appropriate
have agreements with any Director or employee providing remedial actions and any controls/process enhancements.
compensation for loss of office or employment that occurs because
of a takeover bid, except for provisions in the rules of the Company’s
share schemes which result in options or awards granted to employees
vesting on a takeover. The outcome of the investigation is appropriately communicated to
the whistleblower once any remedial actions and/or any controls/
Political donations process enhancements (even in circumstances where the allegation
No contributions were made to political parties during the year has not been upheld) have been determined.
(2020: £nil).
Reports and outcomes are reviewed by the Board and the Audit
and Risk Committee.
Going concern A statement in respect of the auditor, in accordance with Section 418
The Company’s business activities, together with the factors likely to of the Companies Act 2006, has been included below.
affect its future development, performance and position are set out in
the Chair’s statement. Disclosure of information to the auditor
The Directors who held office at the date of approval of this Directors’
In addition, note 32 to the financial statements includes the Group’s Report confirm that, so far as they are aware, there is no relevant audit
objectives, policies and processes for managing its capital; its financial information of which the Company’s auditor is unaware, and each
risk management objectives; details of its financial instruments and Director has taken all reasonable steps to ascertain any relevant audit
hedging activities; and its exposures to credit risk and liquidity risk. The information and to ensure that the Company’s auditor is aware of that
Directors believe that the Group is well placed to manage its business information.
risks successfully.
Branches
The Board expects to be able to meet any actual and contingent The Company, through various subsidiaries, has branches in several
liabilities from existing resources. Further information on the Group’s different jurisdictions in which the business operates outside the UK.
cash and borrowings is set out in note 30(f). The full list of subsidiary companies can be found on page 198.
The Directors are satisfied that the Company and Group have sufficient Other information
resources to continue in operation for the foreseeable future, a period Other information relevant to this Directors’ Report, and which is
of not less than 12 months from the date of this report. Accordingly, incorporated by reference, including information required in accordance
the Directors consider that the going concern basis of accounting is with the UK Companies Act 2006 and Listing Rule 9.8.4R, can be
appropriate for the Company and the Group and the financial located as follows:
statements have been prepared on that basis.
Subject matter Page(s)
In assessing the Group’s going concern position, the Directors have Important events since the financial year-end 188
considered a number of factors, including the current balance sheet
Likely future developments in the business 9, 14 to 15
position and available liquidity, the principal and emerging risks which
could impact the performance of the Group and compliance with Exposure to price risk, credit risk, liquidity risk and cash flow risk 176
borrowing covenants. Further details are provided in note 1 of the Research and development 14 to 15
accounts. Information on financial instruments 176
Directors’ responsibilities The Directors are responsible for the maintenance and integrity of the
The Directors are responsible for preparing the Annual Report and the corporate and financial information included on the Company’s
financial statements in accordance with applicable law and regulations. website. Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from legislation in
Company law requires the Directors to prepare such financial other jurisdictions.
statements for each financial year. Under that law the Directors are
required to prepare the Group financial statements in accordance with Directors’ responsibility statement
International Financial Reporting Standards (IFRSs) as adopted by the We confirm that to the best of our knowledge:
European Union and Article 4 of the IAS Regulation and have elected
• the financial statements, prepared in accordance with the relevant
to prepare the parent Company financial statements in accordance
financial reporting framework, give a true and fair view of the
with United Kingdom Generally Accepted Accounting Practice (United
assets, liabilities, financial position and profit or loss of the Company
Kingdom Accounting Standards and applicable law), including FRS 102
and the undertakings included in the consolidation taken as a
‘The Financial Reporting Standard applicable in the UK and Republic of
whole;
Ireland’. Under company law the Directors must not approve the
financial statements unless they are satisfied that they give a true and • the Strategic Report includes a fair review of the development and
fair view of the state of affairs of the Company and of the profit or loss performance of the business and the position of the Company and
of the Company for that period. the undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and uncertainties
In preparing the parent Company financial statements, the Directors that they face; and
are required to: • the Annual Report and financial statements, taken as a whole, are
• select suitable accounting policies and then apply them consistently; fair, balanced and understandable and provide the information
necessary for shareholders to assess the Company’s position,
• make judgements and accounting estimates that are reasonable and
performance, business model and strategy.
prudent;
• state whether applicable UK Accounting Standards have been This responsibility statement was approved by the Board of Directors
followed, subject to any material departures disclosed and explained on 2 March 2022 and is signed on its behalf by:
in the financial statements; and
Rajiv Sharma
• prepare the financial statements on the going concern basis unless
Group Chief Executive
it is inappropriate to presume that the Company will continue in
2 March 2022
business.
Committee members
Name Member since
David Gosnell 2015 (until May 2021)
(Chair until May 2021)
Echo Lu 2017
(Chair from May 2021)
Nicholas Bull 2021 (from May 2021)
Fran Philip 2016
Simon Boddie’s shareholding was already in excess of this level and Outlook for 2022
therefore the 200% level continues to apply and is monitored by During 2022 we intend to implement the actions referred
the Company. He received no compensation for loss of office. to above including the increase to the LTIP weighting
to focus on sustainability and to implement the first
The Committee also reviewed the weighting and composition of phase of the UK pensions policy harmonisation.
the performance measures in the LTIP awards to ensure that they
remained aligned to the Company’s strategic goals and objectives. The AGM in 2023 will require a new Remuneration Policy approval
The Committee concluded that the measures reflected in the LTIP Resolution and during 2022 the Committee will seek the views of all
grant in 2021 (EPS growth, cumulative Free Cash Flow generation, stakeholders and shareholders prior to proposing any amendments
Total Shareholder Return and Sustainability objectives) remained to the policy. Consultation and communication with our shareholders
appropriate. However, given our strategic focus on environmental, and stakeholders will be an important part of this review process.
social and governance issues and, increased stakeholder expectations,
we have decided to increase the weighting of sustainability measures There is no doubt that the forthcoming year will, like 2020 and 2021,
from 10% to 20% in 2022. The increased weighting is also indicative come with its own unique pressures. The Company will continue
of the increasing potential commercial opportunities that exist for to face macroeconomic and operational challenges that will mean
Coats as we develop products and services that directly support it will be even more important to attract, retain and incentivise
our customers in this area. The cumulative Free Cash Flow measure the key talent that it needs to generate shareholder value.
was reduced from 30% to 20% but is still a key performance
metric and continues to represent a material proportion of the Committee Changes
annual bonus with a weighting of 20% of the total bonus. This is my first year of writing the introduction to this report as
Remuneration Committee Chair following David Gosnell’s appointment
As we announced in 2019 and 2020 the pension benefit policy for as Chair of Coats Group plc in May 2021. I would like to thank
Executive Directors was aligned to the average for the UK workforce. David for his leadership of the Committee and his support, guidance
Jackie Callaway’s pension benefit on recruitment was offered at a level and encouragement as I have assumed my new responsibility.
of 12% of salary and Rajiv Sharma’s pension benefit will be reduced to I would also like to welcome Nicholas Bull to the Committee
12% after 31 December 2022. The Company currently offers a number and to thank him and Fran Philip for their on-going support.
of different pension benefit levels in the UK with some employees
receiving less than 12% and others receiving more than this. In
order to achieve full alignment and, to standardise the approach, the
Committee have approved a process to harmonise the pension benefit
level for all UK based employees to a standard employer contribution
level of 12% by July 2023. This will be accomplished in two stages with
an increase to a minimum level of 10% by July 2022 and subsequently Echo Lu
a minimum 12% by July 2023. For the majority of employees this will Chair, Remuneration Committee
result in an increase in pension benefits over the two year period. 2 March 2022
Remuneration at a glance
The Remuneration Policy is intended to The Remuneration Committee will need to The Committee’s policy is that
take into account the need to recruit ensure that any incentive compensation for remuneration and benefit levels should
and retain Directors who have the Executive Directors is suitably motivational be sufficiently competitive, having regard
suitable skills and experience to perform and will encourage any such Executive to remuneration practice in the industry
in the interests of the Company, its Directors to meet stretching performance and the countries in which the Group
stakeholders and its shareholders, while targets with an acceptable degree of risk. operates, to attract, incentivise, reward
paying no more than is necessary. and retain Directors and senior executives.
Key
Fixed Annual bonus LTI (Nil for 2021)
The Annual Report on Remuneration will be subject to an advisory vote at the AGM on 18 May 2022. The current Remuneration Policy applicable
to the year ended 31 December 2021 was approved by shareholders at the AGM on 11 June 2020 and can be found in the Corporate Governance
section at www.coats.com/about/corporate-governance/board-committees.
Executive Directors
Three Executive Directors were employed during 2021. Rajiv Sharma was originally appointed to the Board on 2 March 2015 and was appointed
as Group Chief Executive with effect from 1 January 2017. Simon Boddie was appointed as Chief Financial Officer on 4 July 2016 and retired from
the Board on 31 March 2021. Jackie Callaway was appointed as a Director on 1 December 2020 and succeeded Simon as Chief Financial Officer
following his retirement.
Single total figure for Executive Directors’ remuneration for 2021 (audited information)
Base salary 109.0 414.2 385.8 31.7 621.3 581.4 1,116.1 1,027.3
Benefits 8.8 35.8 15.7 1.3 47.4 37.7 71.9 74.8
Other – – 100.0 – 50.0 – 150.0 –
Pension 21.8 87.2 46.3 3.8 122.4 122.4 190.5 213.4
Total Fixed 139.6 537.2 547.8 36.8 841.1 741.5 1,528.5 1,315.5
Annual bonus 125.4 32.7 420.1 – 917.4 45.9 1,462.9 78.6
LTIP – – – – – – – –
Total Variable 125.4 32.7 420.1 – 917.4 45.9 1,462.9 78.6
Total 265.0 569.9 967.9 36.8 1,758.5 787.4 2,991.4 1,394.1
The figures in the table above have been calculated on the basis of the following:
• Benefits: this is the value of all benefits including a car allowance, private medical insurance, life insurance and income replacement insurance.
A car allowance of £20,000 per annum is paid to Rajiv Sharma and an allowance of £15,000 per annum is paid to Simon Boddie and
Jackie Callaway.
• Other: as disclosed in last year’s report Jackie Callaway received £100,000 as compensation on recruitment for the loss of an incentive payment
from her former employer; this was paid on the condition that at least the net amount received would be used by her to purchase shares in
Coats; this condition has been met. From 1 January 2022 Rajiv Sharma is based in Singapore; the company paid a relocation allowance of
£50,000 in connection with this change in work location; no other benefits are payable in connection with this relocation.
• Annual bonus: is the total value in cash and shares of the annual bonus that is attributable to each year. Fifty percent of any 2021 bonus
outcome for the Chief Executive Officer and forty percent for the current Chief Financial Officer will be awarded in shares under the terms of
the Deferred Annual Bonus Plan.
• Pension: represents the value of all employer contributions to any pension plan or cash payments paid in lieu of a pension benefit. No Executive
Director participates in any defined benefit pension arrangement. Jackie Callaway’s pension benefit is based on 12% of salary. Rajiv Sharma’s
pension benefit is fixed at its current level and will not increase with any subsequent salary review until 31 December 2022. Thereafter
Mr Sharma’s pension benefit will reduce to 12% of salary. By July 2023 the minimum UK pension contribution for all UK employees, regardless
of seniority, will be standardized at 12% of salary. Any employee who receives a pension benefit above this level will have their benefit value
protected. This phased approach will, overall, result in increases in pension benefit for a majority of the UK employees and will result in
alignment of the pension benefits for all UK based employees.
• Rajiv Sharma is a Non-Executive Director of Senior plc and received fees of £53,000 during the year. Simon Boddie is a Non-Executive Director
of Page Group plc and LTG plc. He received fees of £17,575 and £12,500 respectively during the period that he was a Director. The policy of
the Board is that Directors are entitled to retain any fees in respect of external appointments.
Simon Boddie’s pro-rata annual bonus for the three months to 31 March 2021 was calculated on the basis of the following weightings; Sales
(37.5%), EBIT (37.5%) and FCF (25%); effectively the weighting for individual objectives was removed. Payment at threshold, target and maximum
was on the same basis as shown above. His bonus will be paid fully in cash.
The measures were selected to incentivise a balance of outcomes that reflected the strategic priorities for the Group at the beginning of 2021.
In particular these were to deliver a strong performance in sales with an acceptable level of margins through efficiency in EBIT performance, ensure
consistent and increasing level of cash generation from operations through strong working capital management, and achieve certain key strategic
objectives which are detailed on the next page that were specific for each Executive Director.
Targets are set in relation to budget for the upcoming financial year and the figures in the table above reflect the 2021 Plan exchange rates.
The performance reflected in the table above reflects the figures disclosed in this Annual Report adjusted to exclude the impact of any exchange
rate fluctuations during the year ($25.2 for Sales, $3.7m for EBIT, and $-0.5m for FCF respectively). For the 2021 annual bonus challenging
individual objectives were established by the Committee for each Executive Director that reflected activities and initiatives intended to improve
the performance of the Group. The objectives established and assessed for 2021 are reflected in the section below. No discretionary adjustment
has been applied in assessing performance outcomes.
Rajiv Sharma: To improve customer experience, measure success and establish a segmental end to end supply chain; to deliver the Group’s
2021 sustainability targets concerning recycled thread value, water usage, compliance with effluent and emissions standards
and achievement of the Group’s social objectives; to deliver organisational changes and build capability.
Jackie Callaway: To successfully refinance the Group’s $350m syndicated bank facility; to deliver operational stability in the North and Central
American business unit cluster and to drive sustainable growth; to lead the Finance function processes to analyse the gross
margin performance for each cluster and to support operational delivery of improvements.
As announced in last years report, Simon Boddie retired from the Board on 31 March 2021. His bonus award for 2021 was pro-rata based on three
months service and the Committee agreed that, subject to satisfaction with the orderly transition to his successor, his bonus would be based fully
on company financial measures on the same basis as the other Executive Directors and not include any element of personal performance.
When the Committee assesses the extent to which each objective is achieved, consideration is given to the manner in which the objective was
achieved, the quality of delivery or execution and the personal leadership and impact demonstrated by the Executive relating to each task.
In general, to achieve the maximum for each objective an exceptional level of performance is expected with actions taken that are consistent with
the Group’s values and culture of innovation and teamwork.
The performance measures were based upon the Total Shareholder Return Performance (TSR), compound annual growth (CAGR) in Earnings Per
Share and cumulative Free Cash Flow relating to Coats Group plc. The achievement of the Long Term Incentive Plan performance measures and
the consequent vesting of the award is shown in the table below. The award has not vested.
1 Jan 2021 to
Jackie Callaway 5-Mar-21 942,148 £570,000 150% £0.605 25% 31 Dec 2023 5-Mar-24
1 Jan 2021 to
Rajiv Sharma 5-Mar-21 1,770,247 £1,071,000 175% £0.605 25% 31 Dec 2023 5-Mar-24
The share price used to calculate the number of options awarded under the terms of the Coats Group plc Long Term Incentive Plan is based on the
mid-market closing price for the day immediately preceding the grant date, which was £0.605 for 5 March 2021.
Awards were granted on 5 March 2021 as nil cost options under the terms of the Coats Group plc Long Term Incentive Plan that was approved by
shareholders on 22 May 2014. The LTIP awards will vest, subject to the achievement of performance measures, on the third anniversary of the date
of grant. For Executive Directors an additional two-year holding period applies. The notional value of any dividends paid on any vested share during
the period from grant to the end of the holding period is awarded as additional shares.
Underlying Earnings Per Share in 2023 40% 6.0 cents 7.0 cents 8.0 cents
Vesting % of total award 10.0% 25.0% 40.0%
Cumulative Free Cash Flow over 3 years 30% $205m $242.5m $280m
Vesting % of total award 7.5% 18.75% 30.0%
Total Shareholder Return versus the FTSE250 excluding investment
trusts 20% Median 62.5th Percentile Upper Quartile
Vesting % of total award 5.0% 12.5% 20.0%
Sustainability Goals (see details below) 10% See below
Vesting % of total award 2.5% 6.25% 10.0%
Total 100.0% 25.0% 62.5% 100.0%
The Board will consider the achievement of normalised EPS, adjusted to exclude the impact of exceptional costs such as property gains or losses
and the impact of variation of the IAS19 (pensions finance) charge. Free Cash Flow targets are based on cumulative Free Cash Flow generated for
each year of the performance period after maintaining the Company’s asset base ie operating cash flow minus capital expenditure, adjusted to
reflect any exceptional items, disposals, acquisitions or property gains or losses. Targets are established on a basis that is before any UK pension
scheme deficit repair contributions.
Total Shareholder Return is the total return to shareholders which includes share price growth and ordinary dividends (reinvested on the ex-
dividend date). The performance measure is assessed against a comparator group consisting of the FTSE250, excluding investment trusts.
As disclosed in last year’s report Sustainability goals are also included. The specific targets are: Water: by 2023 to achieve a 40% reduction,
from a 2018 baseline, of water usage per kilogram of thread production.
Energy: by 2023 to achieve a 7% reduction, from a 2018 baseline, of kWH per kilogram of product made.
Effluent and emissions: by 2023 to achieve compliance with Zero Discharge of Hazardous Chemicals effluent standards.
Social: to achieve Great Place to Work accreditation for locations that cover 80% of employees worldwide and to enable all employees to
contribute to community support activities.
Sustainability: reduce waste by 25%, from a 2018 baseline, and progress towards achieving the 2024 goal that all premium polyester thread will
be from 100% recycled material.
The Committee retains the discretion to consider whatever adjustments it considers are fair and reasonable when considering performance
against the targets shown. The Committee may adjust the level of vesting if it considers that the performance measures do not reflect the overall
performance of the Company during the performance period or if there has been a material event such as an acquisition or disposal during the
course of the performance period.
Non-Executive Directors
There was no increase in the base fee of £60,000 per annum which has remained at the same level since 1 October 2013. The fee for the Chair
payable to David Gosnell following his appointment on 19 May 2021 was also not increased from the level paid to his predecessor.
Single total figure for Non-Executive Directors’ remuneration for 2021 (audited information)
Non-Executive Directors, excluding the Chair, who are required to travel long haul (more than five hours one-way) to meetings are entitled to an
additional travel allowance of £1,500 for each roundtrip subject to a maximum of five trips per annum. Additional fees may be paid for additional
duties and time commitments that are undertaken outside the terms of appointment.
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Retired
Mike Clasper 104.2 237.5 – – 3.2 – – – 107.4 237.5 19-May-21
Nicholas Bull 60.0 57.0 10.0 9.5 4.2 – 1.5 – 75.7 66.5
Anne Fahy 60.0 57.0 12.5 11.9 – – 1.5 – 74.0 68.9
David Gosnell 177.3 57.0 4.2 11.9 0.6 – – – 182.1 68.9
Echo Lu 60.0 57.0 8.3 – 0.8 – 1.5 – 70.6 57.0
Fran Philip 60.0 57.0 7.5 7.1 0.2 – – 1.5 67.7 65.6
Appointed
Jakob Sigurdsson 60.0 15.0 – – – – 1.5 – 61.5 15.0 1-Oct-20
Total 581.5 537.5 42.5 40.4 9.0 – 6.0 1.5 639.0 579.4
1 The figure under benefits for Non-Executive Directors relates to business expense reimbursements which are deemed to be taxable in the UK and include the tax paid by the
Company directly to HMRC.
2 Fees under Other Fee represent the £1,500 per trip travel fee payable for Directors (excluding the Chair) who travel long haul to attend Board meetings. The travel fee is
capped at a maximum of £7,500 per annum.
3 Base fees in 2020 were reduced by 20% for the period April to June inclusive in response to the COVID19 pandemic.
The base fee paid by Coats Group plc is £60,000 per annum for Non-Executive Directors and £250,000 for the Chair.
A supplementary fee is paid to the Senior Independent Director (£10,000 per annum) and Chairs of the Audit and Risk Committee and
Remuneration Committee (£12,500 per annum). Fran Philip receives £7,500 per annum for undertaking additional responsibilities concerning
employee engagement. Mike Clasper resigned from the Board on 19 May 2021 and was succeeded by David Gosnell who was already a Non-
Executive Director and Chair of the Remuneration Committee. Echo Lu was appointed Chair of the Remuneration Committee in May 2021.
Executive Director
Simon Boddie 1,450,000 200% Yes 300,000 1,828,642 472,925 342,541 2,634,381 889,749 2,573,091 –
Jackie Callaway 1,150,000 200% No 75,078 151,606 – – – 942,148 – –
Rajiv Sharma 1,900,000 200% Yes 4,439,012 4,439,012 696,226 511,684 3,696,402 4,422,071 – 184,542
Chair and Non-Executive Directors
Mike Clasper N/A 1,690,000 1,690,000 – – – – – –
Nicholas Bull N/A 500,000 500,000 – – – – – –
Anne Fahy N/A 40,000 40,000 – – – – – –
David Gosnell N/A 1,099,990 1,409,990 – – – – – –
Echo Lu N/A 15,000 15,000 – – – – – –
Fran Philip N/A 25,000 50,000 – – – – – –
Jakob Sigurdsson N/A – 30,000 – – – – – –
1. Or date of appointment, if later.
2. Or date of resignation, if earlier.
3. The target number of shares is based on the average share price for 2021 which was 65.8p.
The opening balance of shares beneficially owned by Rajiv Sharma reflects the correction of a typographical error in last year’s report where his
beneficially owned shares at 31 December 2020 were incorrectly shown as 4,039,012 instead of the correct figure of 4,439,012. The Executive
Directors’ shareholding requirement must be met within five years of their appointment to the Board (2 March 2020 for Rajiv Sharma, 4 July 2021
for Simon Boddie and 1 December 2025 for Jackie Callaway). There is no requirement for Non-Executive Directors. For the purposes of achieving
this target the total number of shares beneficially owned by the Executive Director or a closely associated person is considered as well as the
estimated post-tax number of vested but unexercised share options or deferred bonuses that are not subject to a performance condition. All Long-
Term Incentive Plan awards granted to Executive Directors from 29 July 2016 onwards include a requirement to retain any vested shares (save for
any shares that may be sold to satisfy income tax liabilities) until a minimum of the fifth anniversary of the date of grant. Simon Boddie is required
to maintain his minimum shareholding for a two-year period following his retirement.
Rajiv Sharma
Performance
Award Vesting date Retention period Expiry date No. Status conditions?
Jackie Callaway
Performance
Award Vesting date Retention period Expiry date No. Status conditions?
Simon Boddie
Performance
Award Vesting date Retention period Expiry date No. Status conditions?
All of the above share option exercises awards are nil priced share options. Details of each award were disclosed in each relevant Single Figure
remuneration table in previous reports.
Awards subject to a retention period must be held until for the duration of the retention period although a proportion may be sold to cover
personal tax obligations if an exercise occurs before the end of the retention period. Simon Boddie sold 47% of shares acquired on exercise from
all awards and retained the balance. The maximum number of Long Term Incentive awards still subject to performance conditions were reduced
pro-rata to reflect the proportion of the three year period that he was employed from the grant date to his retirement date. In cases of retirement
vested share options normally expire six months after leaving employment or, if later, six months after the vesting date. In accordance with the
plan rules, the expiry date can be extended if an individual is restricted in their ability to deal in shares. This extension was applied to the options
exercised by Simon Boddie during this financial year.
Dividend equivalents are added to vested options at the point of exercise. The number of dividend equivalents is based on the cash value of
dividends paid in the period from grant to vesting or, if applicable, from grant to any later retention period and the share price at the vesting date.
No options have been exercised by any Director between the year end and the signing of this report. No other Directors have entered into any
transactions since the year end. The middle market price of Coats Group plc shares at 31 December 2021 was 69.0 pence and the range during
the year was 55.2 pence to 79.9 pence.
Review of performance
The graph (below left) shows the difference between investing £100 in the Company and the constituents of the FTSE All Share Index and
FTSE 250 from 1 January 2012 to 31 December 2021. It is assumed dividends are reinvested over that period. The Board feels the FTSE All
Share Index and the FTSE 250 each provide an appropriate comparator given the Company’s market capitalisation and its presence on the
London Stock Exchange.
To enable comparison with the LTIP performance period an additional graph (below right) is shown on the same basis that reflects the three-year
performance period ending 31 December 2021.
Executive Director 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
1. The Company did not have an Executive Director who performed the role of CEO until 2 March 2015, when the Company completed its transition from Guinness Peat Group
plc to Coats Group plc.
2. The increase in CEO remuneration from 2015 to 2016 is therefore largely influenced by the 2015 single figure data being part year data. The CEO figures for 2017, 2018 and
2019 reflect the appointment of Rajiv Sharma and in particular the increase in benefits reflect the relocation and expatriate support that was offered to him following his
appointment as CEO on 1 January 2017.
1. The average of all employees reflects the total number of employees based in the UK. The UK has been chosen as the most appropriate comparator group because the CEO
is based in the UK and the majority of Coats employees who are employed outside the UK are working in locations with very different inflationary and market pressures.
The UK employee population includes employees across all levels of the organisation. .
2. The significant decrease for benefits in 2020 for the CEO arises because of the level of one-time relocation related benefits provided in 2019.
3. Non-Executive Directors do not receive benefits-in-kind however, figures are disclosed in the benefits Single Figure table to reflect business expense payments that are
regarded as taxable by the UK tax authority. Year-on-year variations in the reported taxable benefits value have been ignored for this purpose unless there is the provision
of a material specific benefit or if the difference in benefit is greater than £5,000 from one year to the next.
4. To enable comparisons, leaver and joiners figures have been annualised. The figures for David Gosnell and Echo Lu reflect their increased fees following their appointments as
Group and Remuneration Committee Chairs respectively.
Year to Year to
31 December 31 December
2021 2020 % change
Additional information on number of employees, total revenues and profit has been provided for context. The figures for employee costs, average
number of employees, revenues and operating profit in 2021 and 2020 have been stated on the basis of continuing operations only. Information
for 2020 includes acquisitions made during the year. The figures for revenues and operating profit are on a constant exchange rate (CER) basis with
amounts for 2020 restated at 2021 exchange rates.
Calculation
Financial Year methodology P25 P50 P75 P25 P50 P75 P25 P50 P75
2019 A 21 12 8 37 20 11 58 36 19
2020 A 20 12 7 20 12 7 20 14 7
2021 A 16 12 8 37 27 13 41 27 12
40
35
employee pay
30
25
20 Salary
15 Salary plus bonus
Total pay
10
2019 2020 2021
The ratio of salary has remained the same post salary review during 2021. The CEO ratios for Salary plus bonus and Total Pay have widened from
2020 and this reflects that the higher at risk bonus opportunity for the CEO which has paid out in 2021 while there was no award in 2020. The
lower quartile, median and upper quartile employees in the table below were identified on the basis of full-time equivalent total remuneration and
benefits in the twelve month period ending 31 December 2021 (this is referred to as methodology A according to the Regulations). This calculation
methodology was selected as it was the closest comparative methodology to the basis on which the remuneration for the CEO is disclosed for the
year ended 31 December 2021. The UK workforce is the most appropriate comparator group because the CEO is UK based and the pay of the
global workforce is subject to very significant fluctuations due to local inflationary pressures and foreign exchange rate movements. The
Committee has considered the pay data for the three individuals identified and concludes that the median ratio is a fair reflection of the movement
of pay and reward within the UK workforce especially considering that the pay for all three individuals does not include any share-based incentive
remuneration. In addition, the data was compared to the average of five individuals above and below their remuneration in terms of total
compensation and mix of pay for the year to 31 December 2021 to ensure the percentile ranking for each individual was comparable to all
individuals within that quartile grouping. No adjustments have been made to the remuneration other than to ensure that the remuneration is
equivalent to a full-time employee and where a performance bonus is relevant an assumption, based on the average attainment for the element
linked to personal performance has been assumed. The Committee is satisfied that any assumptions do not have a material impact on the selected
reference employee nor on the calculated ratio. The remuneration details for the individuals are shown below.
A significant proportion of the CEO’s remuneration is appropriately linked to the Company’s performance and share price movements over time
which may fluctuate materially over time. To enable a comparison to be made which reflects this element of variable pay a ratio has been
calculated which reflects base pay and base pay and bonus.
During 2021, as noted earlier in this report, Simon Boddie retired from the Board and a post termination minimum shareholding requirement (MSR)
was applied to him that had been developed during the consultation process and that was not originally part of his terms and conditions of
employment. This policy was based on a requirement to retain at least the level of his MSR for a period of two years following cessation of
employment.
The Company also implemented the requirement contained in Provision 38 to align the pension benefit provision of the Executive Directors with
those of the UK workforce within a definitive timeframe. The pension benefit for Jackie Callaway was implemented at 12% of salary upon her
appointment in 2020 and for Rajiv Sharma his pension benefit will reduce to 12% by 31 December 2022. The 12% benefit level was the average
for the UK workforce when the policy was approved in June 2020. In relation to this requirement the Committee went further in 2021 and
approved a simplification of the current UK pension benefit policy, which consists of a number of different benefit levels, to ensure that all
employees were treated consistently. The simplification process is to align, in two stages, all of the UK workforce (less than 200 employees) to a
common minimum core pension benefit value of 12% by July 2023 (with an interim minimum step of 10% in July 2022) and will result in an
increase for a majority of UK employees. Employees based in the UK, other than Executive Directors, who have contractual entitlements in excess
of this level will values protected at their current levels.
The Directors believe that the principles outlined in Provision 40 of the Corporate Governance Code continue to be met in the operation of the
Remuneration Policy in 2021. Remuneration arrangements are clearly communicated and straightforward. Incentives are linked to the key
performance metrics of sales, profit and cash generation. These measures are aligned throughout the groups incentive schemes and there is a
balance between overall group performance across all three metrics and each individual local business unit. Personal performance is also an
element, both in incentives and in salary reviews, but there is an overall link to the achievement of company performance to ensure that the risk of
excessive rewards in cases of poor performance is managed. Teamwork is a key strength and cultural aspect for Coats and incentives are managed
to ensure that there is cooperation and flexibility in delivering performance and to ensure that incentive structures to not negatively impact the
culture of the organisation.
Although the Company does not formally consult with employees in determining the Remuneration Policy there are several routes by which
employee engagement is achieved. Fran Philip is the designated Director with responsibility for employee engagement and is also a member
of the Remuneration Committee. During 2021 a programme of meetings was conducted by Fran with business unit leadership teams to discuss a
variety of issues of interest to employees. All employees were encouraged to raise any areas of concern, including concerning remuneration,
directly or through line managers. Further details of the Board’s engagement with the workforce is set out on page 29. In addition, during 2021
the Board conducted a series of in depth review meetings in each major market and as part of this review considered for all employees the
competitiveness of the remuneration offering, the level of any minimum Living Wage and whether any employees were below this level, the
gender profile and pay differentials of the workforce and the level of pension or other benefit programmes. During the review meetings business
leadership teams were encouraged to provide as much feedback from their teams as possible.
Rajiv Sharma will continue to receive a base salary of £630,500 per annum; a fixed pension benefit of £122,400 until 31 December 2022 and then
reduced to 12% thereafter; a car allowance of £20,000 per annum; medical, life and income replacement insurance.
Jackie Callaway will continue to receive a base salary of £391,500 per annum; a pension benefit of 12% per annum which will increase following
any salary review; a car allowance of £15,000 per annum; medical, life and income replacement insurance.
In accordance with the Remuneration Policy approved by shareholders on 11 June 2020 the LTIP award for the Chief Executive Officer will be 175%
and the maximum annual bonus opportunity will remain 150%. The maximum bonus opportunity for the Chief Financial Officer will be 115% and
the LTIP award will be 150%. The compulsory three-year deferral into shares of the 2022 bonus outcome will be 50% for the Chief Executive
Officer and 40% for the Chief Financial Officer. A post-termination minimum shareholding requirement applies to all Executive Directors for two
years following termination of employment based on the lower of 100% of the MSR or the actual shareholding at termination.
The performance measures and weightings for annual and long term incentives are shown below. The Committee have decided to increase the
weighting of LTIP awards linked to Sustainability objectives from 10% to 20% to reflect the increased importance and commercial opportunities
that arise from this key measure.
Annual bonus targets are based on adjusted operating profit and adjusted free cash flow excluding the impact of any exchange rate fluctuations.
The Company does not publish annual bonus targets in advance as these figures are considered commercially sensitive but will do so at the time
the bonus award is disclosed.
The Long-Term Incentive Plan awards granted in 2022 will be subject to the following targets:
The cumulative Free Cash Flow target is subject to adjustment and is calculated before dividends and before any deficit repair contributions to
UK pension schemes. EPS growth is based on EPS growth adjusted to exclude the impact of any variation in the pension finance charge.
The Committee recognises the important concerns of shareholders regarding Environmental, Social and Governance issues. Sustainability targets
have been reflected in the Long-Term Incentive measures since 2020 to emphasise the importance of delivering the Company’s objectives and
priorities in this area. Specifically these targets for the LTIP award in 2022 will be based on three measurable goals that are aligned to our already
published 2030 Company’s Science Based Targets. These measures are; a reduction in emissions, an increase in Eco Verde sales (to support our
conversion to no new oil based products) and a reduction in our water usage. Further details of the specific targets for the period 2022 to 2024,
including updates of our progress towards our overall sustainability objectives, will be published and updated on our website during 2022 at
www.coats.com/sustainability. The LTIP targets will also be provided in next year’s annual report on remuneration.
In reviewing remuneration arrangements the Committee considers the terms and conditions of employees across the Group. In this regard,
Fran Philip, as a member of the Committee, is able to provide insight and support from her role as the designated director responsible for wider
employee engagement.
The responsibilities of the Committee are set out in the Corporate Governance section of the Annual Report. The Committee also received
assistance from Stuart Morgan (who also acted as Secretary to the Committee), Monica McKee (Group HR Director) and Brendan Fahey
(Reward Director). No Directors are involved in deciding their own remuneration.
The Company received advice from Herbert Smith Freehills LLP in relation to legal matters relating to the Group’s incentive plans. Mercer-Kepler
provided independent advice to the Company principally in relation to the design and performance targets set for the Group’s incentive plans,
benchmarking of Executive Directors’ pay, review of the Directors’ Remuneration Report and regulatory developments in remuneration governance
and practice. Mercer-Kepler received fees of £47,375 for time spent and materials used in providing advice to the Company during the period to
31 December 2021. Mercer-Kepler provide no other advice to the Company or any of the Directors and the Committee is satisfied that the advice
provided was fair and objective. The Committee appointed Mercer-Kepler because of their extensive knowledge of Coats’ strategy and operations
and development and supported the Committee in the transition from being a subsidiary of the Guinness Peat Group plc to Coats Group plc.
At the AGM on 11 June 2020 the results of the vote regarding Resolution 3 (to approve the Directors Remuneration Policy) were:
Echo Lu
Chair, Remuneration Committee
2 March 2022
In our opinion:
• the financial statements of Coats Group plc (the parent company) and its subsidiaries (the group) give a true and fair view of the state of the
group’s and of the parent company’s affairs as at 31 December 2021 and of the group’s profit for the year then ended;
• the group financial statements have been properly prepared in accordance with United Kingdom adopted international accounting standards;
• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
Practice, including Financial Reporting Standard 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.
The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and United Kingdom
adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the parent company
financial statements is applicable law and United Kingdom Accounting Standards, including FRS 102 ‘The Financial Reporting Standard applicable
in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice).
We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the Financial Reporting Council’s (the FRC’s) Ethical Standard as applied to listed public interest entities,
and we have fulfilled our other ethical responsibilities in accordance with these requirements. We confirm that we have not provided any non-audit
services prohibited by the FRC’s Ethical Standard to the group or the parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Materiality The materiality that we used for the group financial statements was $9.2 million, which was determined based
on 0.6% of revenue. For further details refer to section 6 of this report.
Scoping Coats Group plc was subject to a full statutory audit by the group auditor. Due to the widespread nature of the
group, the audit is subject to scoping decisions on overseas components. Our full-scope audit and specified audit
procedures performed covered over 85% of the group’s net assets, 81% of the group’s underlying profit before
tax within the group’s trading components and 78% of the group’s revenue.
Significant changes in our We have not identified any new key audit matters in the current year. Due to the impact of the Covid pandemic,
approach we identified impairment of fixed assets as a key audit matter in the prior year. As a result of the reduction in
uncertainty from the prior year, the level of audit effort required in our response to this risk has reduced and
therefore we no longer identify the impairment of fixed assets as a key audit matter.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the group’s and parent company’s ability to continue as a going concern for a period of at least twelve
months from when the financial statements are authorised for issue.
In relation to the reporting on how the group has applied the UK Corporate Governance Code, we have nothing material to add or draw attention
to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
In March 2016, the EPA issued a Record of Decision providing a basis for management to estimate a provision in
respect of remediation and legal costs which amounts to $11.2 million (2020: $12.6 million), net of insurance
proceeds, at 31 December 2021. This is currently considered by management to be the best estimate of the
anticipated share of the future liability and legal fees, given the information available.
Judgement is required to estimate what, if any, the group’s share of the total remediation costs is likely to be.
Refer to note 1 for the relevant accounting policy. The carrying value of the provision and background
information to the matter is included in note 28 of the financial statements and management discuss the matter
as a significant financial and reporting issue in the Audit and Risk Committee report on page 86.
How the scope of our audit We obtained an understanding of the relevant controls regarding the recognition of the provision and evaluated
responded to the key audit whether these had been implemented as designed.
matter
We evaluated management’s assumptions, including assessing the evidence used in estimating the group’s share
of total remediation costs for the Lower Passaic River Study Area, both in terms of appropriateness of recognition
and the valuation thereof. We assessed the material cash outflows relating to the utilisation of the element of the
total provision that relates to legal costs and made enquiries of management to confirm whether any further
correspondence had been received in connection with this matter.
We evaluated the competence, capabilities and objectivity of management’s external legal advisers. We
considered the legal advice management had obtained in relation to litigation and challenged management’s
judgements through inspecting the relevant third-party legal confirmation and through discussion with the key
external legal adviser and our environmental specialist.
Key observations There were no material developments during 2021 that would result in a re-measurement of the underlying
remediation provision. Management has properly considered the latest information available from its third-party
legal advisers.
The assumptions used in the valuation are relatively sensitive to small changes and can result in a material
difference in the net surplus recognised of $21.1 million (2020: $225.8 million net deficit). The Coats UK Pension
Scheme is the most significant scheme, the gross liabilities of which amount to $3,034.9 million (2020: $3,338.7
million). The key assumptions involved in the determination of the present values of the UK defined benefit
obligation include discount rates, mortality and inflation rates.
Management has taken the judgement that an unconditional right to recover the UK scheme surplus exists and
have therefore recognised a surplus in respect of the UK scheme.
The carrying values of the group’s pension obligations as well as a sensitivity analysis relating to the group’s major
defined benefit pension arrangements are included in note 10 of the financial statements and the accounting
policy is detailed in note 1. Management identify UK retirement benefit obligations as a key source of estimation
uncertainty in note 1 of the financial statements and discuss the matter as a significant financial and reporting
issue in the Audit and Risk Committee report on page 86.
How the scope of our audit We obtained an understanding of the relevant controls over the UK pension assumptions and evaluated whether
responded to the key audit this had been implemented as designed.
matter
We worked with our pension specialists to challenge the assumptions underlying management’s calculation of
the UK defined benefit scheme. We have compared the key assumptions to industry benchmarks and prior year
methodologies.
We evaluated the competence, capability and objectivity of the experts that management engaged to determine
the underlying assumptions of the defined benefit pension obligations, by checking they are qualified and
affiliated with the appropriate industry body. We evaluated the underlying assumptions of the pension scheme
liabilities both individually and in aggregate against our independently determined range of key assumptions and
the key assumptions determined by management.
We assessed management’s judgement that an unconditional right to recover the UK scheme surplus exists by
comparison to the underlying scheme rules and the view of management’s external specialist.
Key observations The key assumptions used in the calculation of the retirement benefit obligations were within our reasonable
ranges. We concur with management’s judgement that it is appropriate to recognise a surplus in respect of the
UK scheme.
The group evaluates uncertain tax items, which are subject to interpretation and agreement of the position with
the local tax authorities, and consequently agreement may not be reached for a number of years.
There is a risk that there are matters excluded from the gross exposure calculation and there is judgement
required to determine the amount to be provided against the known exposure. The valuation of central provisions
relating to ongoing Advanced Pricing Agreement negotiations between the UK and Indian and Indonesian
jurisdiction tax authorities is the most significant uncertain tax exposure in the group.
Refer to note 1 for the relevant accounting policy. The group’s effective tax rate reconciliation is provided in
note 9 and the matter is discussed as a significant financial and reporting issue in the Audit and Risk Committee
report on page 86.
How the scope of our audit We obtained an understanding of the relevant controls over the central tax provision and evaluated whether
responded to the key audit these had been implemented as designed.
matter
We worked with our tax specialists to evaluate and challenge the appropriateness of judgements and
assumptions made by management with respect to their assessment and valuation of the central tax provision.
This included a review of applicable third-party evidence and inspection of correspondence with tax authorities to
assess the adequacy of the associated provision and disclosures.
We worked with our transfer pricing specialist to challenge management and their external advisers on the basis
for the provision recognised in respect of the ongoing India and Indonesian Advanced Pricing Agreement.
Key observations We are satisfied that the provisions raised in respect of the potential taxation exposures are appropriate.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements Parent company financial statements
Materiality $9.2 million (2020: $6.5 million) £8.2million (2020: $5.8 million)
Basis for determining Consistent with prior year, we have determined Consistent with prior year, Parent company materiality is
materiality materiality on the basis of 0.6% of group revenue. determined on the basis of net assets and capped at
90% of group materiality.
Rationale for the We consider revenue to be the most appropriate The parent company is primarily an investment holding
benchmark applied measure to reflect the focus of users of the financial company and net assets is considered the most
statements and the volume of transactions in the year. appropriate benchmark.
Group materiality
$9.2m
Audit Committee
reporting
threshold $0.5m
Revenue
Group materiality
Basis and rationale for In determining performance materiality, we considered our history of auditing the entity, including the lack of
determining performance significant deficiencies and errors identified in previous years. In response to the impact of the COVID-19
materiality pandemic in the prior period, we lowered the percentage of materiality used to determine performance
materiality in the prior period from 70% to 65%. As a result of the reduction in uncertainty and no material
deterioration of the control environment noted, we have raised performance materiality back to 70%.
Additionally, seven components were subject to specified audit procedures. These components were selected in order to provide an appropriate
basis for undertaking the audit work to address the risks of material misstatement.
The 11 overseas components and UK components subject to full audit scope account for 69% of the group’s net assets (2020: 67%), 80% of the
group’s underlying profit before tax within the group’s trading components (2020: 79%) and 71% of the group’s revenue (2020: 71%). If including
the specified audit procedures performed, we have obtained coverage over 85% of the group’s net assets of (2020: 82%), 81% of the group’s
underlying profit before tax within the group’s trading components (2020: 80%), and 78% of the group’s revenue (2020: 82%).
At the group level we also tested the consolidation process and carried out analytical procedures to confirm our conclusion that there were no
significant risks of material misstatement of the aggregated financial information of the remaining components not subject to audit or audit of
specified account balances.
71% Full audit scope 80% Full audit scope 69% Full audit scope
7% Specified audit procedures 1% Specified audit procedures 16% Specified audit procedures
22% Review at group level 19% Review at group level 15% Review at group level
7.2 Our consideration of the control environment Our involvement in the audit of the other full scope components is
Coats Group plc is reliant on the effectiveness of a number of IT as follows:
applications and controls to ensure that financial transactions are • Given the global travel restrictions, we have not physically visited
processed and recorded completely and accurately. Coats’ components in the year. We have however visited 10 of
the 11 full scope components periodically over the previous four
The India component audit team relies upon controls across various years and we have continued our remote interactions with our full
operating cycles, the general IT controls and relevant entity level scope component audit teams.
controls, which we found to be operating effectively. As a result, we • For all components, we held planning calls, maintained regular
relied on the operating effectiveness of controls over the operating contact throughout the audit process, directed the audit procedures
cycles of this component. performed and reviewed the risk assessment and work of overseas
component auditors.
The rest of the in-scope components are independently reliant upon
their respective operating instances within the group. Aligned with our 8 Other information
planned audit approach we did not seek to place reliance upon the Our opinion on the financial statements does not cover the other
operating effectiveness of the general IT and entity level controls within information and, except to the extent otherwise explicitly stated in our
these components. report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so,
7.3 Our consideration of climate-related risks consider whether the other information is materially inconsistent with
In planning our audit, we have considered the potential impact of the financial statements or our knowledge obtained in the course of
climate change on the Group’s business and its financial statements. the audit, or otherwise appears to be materially misstated.
The Group continues to develop its assessment of the potential impacts
of climate change which is currently premised upon three scenarios; a If we identify such material inconsistencies or apparent material
low carbon scenario, a medium carbon scenario and a high carbon misstatements, we are required to determine whether this gives rise to
scenario, as explained in the Strategic Report on page 38. Management a material misstatement in the financial statements themselves. If,
has identified specific transitional and physical climate related risks. based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to
As a part of our audit, we have obtained management’s climate-related report that fact.
risk assessment and held discussions with the head of sustainability and
finance management to understand the process of identifying
We have nothing to report in this regard.
climate-related risks, the determination of mitigating actions and the
impact on the Group’s financial statements. As explained in note 1 on
page 140, the key areas in the consolidated financial statements 9 Responsibilities of directors
considered were the impact on estimated useful lives of tangible assets As explained more fully in the directors’ responsibilities statement, the
and forecasts used in the impairment reviews of CGUs. Management directors are responsible for the preparation of the financial statements
concluded there was no material impact arising from climate change on and for being satisfied that they give a true and fair view, and for such
the judgements and estimates made in the financial statements as internal control as the directors determine is necessary to enable the
explained in note 1 on page 141. preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
We performed our own qualitative risk assessment of the potential
impact of climate change on the Group’s account balances and classes In preparing the financial statements, the directors are responsible for
of transaction and did not identify any reasonably possible risks of assessing the group’s and the parent company’s ability to continue as a
material misstatement. Our procedures were performed with the going concern, disclosing as applicable, matters related to going
involvement of climate change and sustainability specialists and concern and using the going concern basis of accounting unless the
included reading Task Force on Climate-Related Financial Disclosures directors either intend to liquidate the group or the parent company or
reporting and considering whether it is materially consistent with the to cease operations, or have no realistic alternative but to do so.
financial statements and our knowledge obtained in the audit.
10 Auditor’s responsibilities for the audit of the financial
7.4 Working with other auditors statements
The same audit team is responsible for the audit work of the group and Our objectives are to obtain reasonable assurance about whether the
the component audits within the United Kingdom and the United financial statements are free from material misstatement, whether due
States of America. to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered We also obtained an understanding of the legal and regulatory
material if, individually or in the aggregate, they could reasonably be framework that the group operates in, focusing on provisions of those
expected to influence the economic decisions of users taken based on laws and regulations that had a direct effect on the determination of
these financial statements. material amounts and disclosures in the financial statements. The key
laws and regulations we considered in this context included the UK
A further description of our responsibilities for the audit of Companies Act, Listing Rules, pensions legislation and tax legislation.
the financial statements is located on the FRC’s website at: In addition, we considered provisions of other laws and regulations that
www.frc.org.uk/auditorsresponsibilities. This description forms do not have a direct effect on the financial statements but compliance
part of our auditor’s report. with which may be fundamental to the group’s ability to operate or to
avoid a material penalty. These included the group’s environmental
11 Extent to which the audit was considered capable of regulations that affect the Group’s operations.
detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with 11.2 Audit response to risks identified
laws and regulations. We design procedures in line with our As a result of performing the above, we did not identify any key audit
responsibilities, outlined above, to detect material misstatements matters related to the potential risk of fraud or non-compliance with
in respect of irregularities, including fraud. The extent to which our laws and regulations.
procedures are capable of detecting irregularities, including fraud
is detailed below. Our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to
11.1 Identifying and assessing potential risks related supporting documentation to assess compliance with provisions of
to irregularities relevant laws and regulations described as having a direct effect on
In identifying and assessing risks of material misstatement in respect of the financial statements;
irregularities, including fraud and non-compliance with laws and • enquiring of management, the Audit and Risk Committee and
regulations, we considered the following: external legal counsel concerning actual and potential litigation and
claims;
• the nature of the industry and sector, control environment and • performing analytical procedures to identify any unusual or
business performance including the design of the group’s unexpected relationships that may indicate risks of material
remuneration policies, key drivers for directors’ remuneration, bonus misstatement due to fraud;
levels and performance targets; • reading minutes of meetings of those charged with governance,
• results of our enquiries of management, group internal audit and reviewing internal audit reports, and reviewing correspondence with
the Audit and Risk Committee about their own identification and tax and licensing authority;
assessment of the risks of irregularities; • in addressing the risk of fraud in revenue recognition, we tested the
• any matters we identified having obtained and reviewed the group’s accuracy and completeness of the year end rebate accrual by
documentation of their policies and procedures relating to: comparison to contractual requirements of principal end customers
– identifying, evaluating, and complying with laws and regulations and by performing a retrospective assessment of the accuracy of the
and whether they were aware of any instances of non- 2020 rebate accrual;
compliance. • in addressing the risk of fraud through management override of
– detecting and responding to the risks of fraud and whether they controls, testing the appropriateness of journal entries and other
have knowledge of any actual, suspected, or alleged fraud. adjustments; assessing whether the judgements made in making
– the internal controls established to mitigate risks of fraud or accounting estimates are indicative of a potential bias; and
non-compliance with laws and regulations; evaluating the business rationale of any significant transactions that
• the matters discussed among the audit engagement team including are unusual or outside the normal course of business.
significant component audit teams, and relevant internal specialists,
including tax, valuations, pensions, IT, climate change and industry We also communicated relevant identified laws and regulations and
specialists regarding how and where fraud might occur in the potential fraud risks to all engagement team members including
financial statements and any potential indicators of fraud. internal specialists and significant component audit teams and
remained alert to any indications of fraud or non-compliance with laws
As a result of these procedures, we considered the opportunities and and regulations throughout the audit.
incentives that may exist within the organisation for fraud and
identified the greatest potential for fraud in the following area: the
valuation of global accrued customer rebates in relation to revenue
recognition. In common with all audits under ISAs (UK), we are also
required to perform specific procedures to respond to the risk of
management override.
Report on other legal and regulatory requirements • adequate accounting records have not been kept by the parent
12 Opinions on other matters prescribed by the Companies company, or returns adequate for our audit have not been received
Act 2006 from branches not visited by us; or
• the parent company financial statements are not in agreement with
In our opinion the part of the directors’ remuneration report to be the accounting records and returns.
audited has been properly prepared in accordance with the
Companies Act 2006. We have nothing to report in respect of these matters.
In our opinion, based on the work undertaken in the course of 14.2 Directors’ remuneration
the audit: Under the Companies Act 2006 we are also required to report if in our
• the information given in the strategic report and the directors’ opinion certain disclosures of directors’ remuneration have not been
report for the financial year for which the financial statements made or the part of the directors’ remuneration report to be audited is
are prepared is consistent with the financial statements; and not in agreement with the accounting records and returns.
• the strategic report and the directors’ report have been prepared
We have nothing to report in respect of these matters.
in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and 15 Other matters which we are required to address
the parent company and their environment obtained in the course 15.1 Auditor tenure
of the audit, we have not identified any material misstatements in Following the recommendation of the Audit and Risk Committee, we
the strategic report or the directors’ report. were appointed by the board of directors on 17 June 2003 to audit the
financial statements for the year ending 31 December 2003 and
subsequent financial periods. The period of total uninterrupted
13 Corporate Governance Statement
engagement including previous renewals and reappointments of the
The Listing Rules require us to review the directors’ statement in
firm is 19 years, covering the years ending 31 December 2003 to
relation to going concern, longer-term viability and that part of the
31 December 2021.
Corporate Governance Statement relating to the group’s compliance
with the provisions of the UK Corporate Governance Code specified for
15.2 Consistency of the audit report with the additional report
our review.
to the audit committee
Based on the work undertaken as part of our audit, we have Our audit opinion is consistent with the additional report to the audit
concluded that each of the following elements of the Corporate committee we are required to provide in accordance with ISAs (UK).
Governance Statement is materially consistent with the financial
statements and our knowledge obtained during the audit: 16 Use of our report
• the directors’ statement with regards to the appropriateness of This report is made solely to the company’s members, as a body, in
adopting the going concern basis of accounting and any material accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
uncertainties identified set out on page 94; audit work has been undertaken so that we might state to the
• the directors’ explanation as to its assessment of the group’s company’s members those matters we are required to state to them in
prospects, the period this assessment covers and why the period an auditor’s report and for no other purpose. To the fullest extent
is appropriate is set out on page 59; permitted by law, we do not accept or assume responsibility to anyone
• the directors’ statement on fair, balanced and understandable other than the company and the company’s members as a body, for
set out on page 85; our audit work, for this report, or for the opinions we have formed.
• the board’s confirmation that it has carried out a robust As required by the Financial Conduct Authority (FCA) Disclosure
assessment of the emerging and principal risks set out on Guidance and Transparency Rule (DTR) 4.1.14R, these financial
page 46; statements form part of the European Single Electronic Format (ESEF)
• the section of the annual report that describes the review of prepared Annual Financial Report filed on the National Storage
effectiveness of risk management and internal control systems Mechanism of the UK FCA in accordance with the ESEF Regulatory
set out on page 87; and Technical Standard (ESEF RTS). This auditor’s report provides no
• the section describing the work of the audit committee set out assurance over whether the annual financial report has been prepared
on page 83. using the single electronic format specified in the ESEF RTS.
14 Matters on which we are required to report by exception Edward Hanson (senior statutory auditor)
14.1 Adequacy of explanations received and accounting records For and on behalf of Deloitte LLP
Under the Companies Act 2006 we are required to report to you if, in Statutory Auditor
our opinion: London, United Kingdom
• we have not received all the information and explanations we 2 March 2022
require for our audit; or
2021 2020
Continuing operations:
Revenue 2,3 1,503.8 – 1,503.8 1,163.3 – 1,163.3
Cost of sales (1,025.3) 5.8 (1,019.5) (806.6) (4.9) (811.5)
Gross profit 478.5 5.8 484.3 356.7 (4.9) 351.8
Distribution costs (135.3) – (135.3) (116.1) – (116.1)
Administrative expenses (150.1) (19.5) (169.6) (130.0) (4.0) (134.0)
Other operating income – – – – 1.4 1.4
Operating profit 2,4,5 193.1 (13.7) 179.4 110.6 (7.5) 103.1
Share of profits of joint ventures 16 1.2 – 1.2 0.6 – 0.6
Finance income 6 0.4 4.2 4.6 0.7 0.7 1.4
Finance costs 7 (22.2) – (22.2) (25.5) – (25.5)
Profit before taxation 5 172.5 (9.5) 163.0 86.4 (6.8) 79.6
Taxation 9 (53.5) (0.9) (54.4) (35.2) (2.2) (37.4)
Profit for the year 119.0 (10.4) 108.6 51.2 (9.0) 42.2
Attributable to:
Equity shareholders of the company 99.3 (10.4) 88.9 35.4 (9.0) 26.4
Non-controlling interests 19.7 – 19.7 15.8 – 15.8
119.0 (10.4) 108.6 51.2 (9.0) 42.2
Earnings per share (cents): 11
2021 2020
Year ended 31 December US$m US$m
Other comprehensive income and expense for the year 194.8 (55.3)
Net comprehensive income and expense for the year 303.4 (13.1)
Attributable to:
Equity shareholders of the company 284.2 (28.9)
Non-controlling interests 19.2 15.8
303.4 (13.1)
2021 2020
31 December Notes US$m US$m
Non-current assets:
Intangible assets 13 282.9 288.6
Property, plant and equipment 14 244.5 254.4
Right-of-use assets 15 91.6 60.7
Investments in joint ventures 16 12.0 11.1
Other equity investments 16 6.0 6.0
Deferred tax assets 17 20.7 22.7
Pension surpluses 10 159.7 11.4
Trade and other receivables 19 28.7 19.0
846.1 673.9
Current assets:
Inventories 18 250.1 187.0
Trade and other receivables 19 302.7 274.5
Other equity investments 16 – 0.1
Pension surpluses 10 5.2 4.8
Cash and cash equivalents 30(f) 107.2 71.9
665.2 538.3
Total assets 1,511.3 1,212.2
Current liabilities:
Trade and other payables 21 (346.8) (255.7)
Current income tax liabilities (16.5) (13.9)
Bank overdrafts and other borrowings 23 (19.2) (22.8)
Lease liabilities 15 (17.8) (16.4)
Retirement benefit obligations:
– Funded schemes 10 (41.9) (35.3)
– Unfunded schemes 10 (6.1) (7.1)
Provisions 25 (8.1) (8.2)
(456.4) (359.4)
Net current assets 208.8 178.9
2021 2020
31 December Notes US$m US$m
Non-current liabilities:
Trade and other payables 21 (24.2) (18.1)
Deferred tax liabilities 24 (6.8) (9.0)
Borrowings 23 (235.1) (229.7)
Lease liabilities 15 (81.2) (49.6)
Retirement benefit obligations:
– Funded schemes 10 (5.6) (100.1)
– Unfunded schemes 10 (90.2) (99.5)
Provisions 25 (27.7) (27.9)
(470.8) (533.9)
Total liabilities (927.2) (893.3)
Equity:
Share capital 26 90.1 90.1
Share premium account 27 10.5 10.5
Own shares 26, 27 (0.5) (3.2)
Translation reserve 27 (105.7) (89.2)
Capital reduction reserve 27 59.8 59.8
Other reserves 27 246.3 246.3
Retained profit/(loss) 27 252.5 (23.8)
Equity shareholders’ funds 553.0 290.5
Non-controlling interests 27 31.1 28.4
Total equity 584.1 318.9
Balance as at 1 January 2020 89.6 10.5 (5.7) (75.9) 59.8 248.7 (5.9) 321.1 30.4 351.5
Profit for the year – – – – – – 26.4 26.4 15.8 42.2
Other comprehensive income and
expense for the year – – – (13.3) – (2.4) (39.6) (55.3) – (55.3)
Dividends (see notes 12 and 27) – – – – – – – – (17.8) (17.8)
Issue of ordinary shares
(see note 26) 0.5 – – – – – (0.5) – – –
Movement in own shares – – 2.5 – – – (5.8) (3.3) – (3.3)
Share based payments – – – – – – 1.6 1.6 – 1.6
Balance as at 31 December 2020 90.1 10.5 (3.2) (89.2) 59.8 246.3 (23.8) 290.5 28.4 318.9
Profit for the year – – – – – – 88.9 88.9 19.7 108.6
Other comprehensive income and
expense for the year – – – (16.5) – – 211.8 195.3 (0.5) 194.8
Dividends (see notes 12 and 27) – – – – – – (27.6) (27.6) (16.5) (44.1)
Movement in own shares – – 2.7 – – – (0.8) 1.9 – 1.9
Share based payments – – – – – – 3.9 3.9 – 3.9
Deferred tax on share schemes – – – – – – 0.1 0.1 – 0.1
Balance as at 31 December 2021 90.1 10.5 (0.5) (105.7) 59.8 246.3 252.5 553.0 31.1 584.1
2021 2020
Year ended 31 December Notes US$m US$m
In preparing the consolidated financial statements for the year ended 31 December 2021, the key sources of estimation uncertainty were the same
as those applied to the consolidated financial statements for the year ended 31 December 2020.
Except for the changes arising from the adoption of new accounting standards, interpretations and amendments (as detailed in note 1), the same
accounting policies, presentation and methods of computation have been followed in these consolidated financial statements as applied in the
Group’s annual financial statements for the year ended 31 December 2020.
Where subsidiaries are not 100% owned by the Group, the share attributable to outside shareholders is reflected in non-controlling interests.
Non-controlling interests are identified separately from the Group’s equity, and may initially be measured at either fair value or at the non-
controlling interests’ share of the fair value of the subsidiary’s identifiable net assets. The choice of measurement is made on an acquisition-by-
acquisition basis. Changes in the Group’s interests in subsidiaries, that do not result in a loss of control, are accounted for as equity transactions.
Where control is lost, a gain or loss on disposal is recognised through the consolidated income statement, calculated as the difference between the
fair value of consideration received (plus the fair value of any retained interest) and the Group’s previous share of the former subsidiary’s net assets.
Amounts previously recognised in other comprehensive income in relation to that subsidiary are reclassified and recognised through the income
statement as part of the gain or loss on disposal.
Joint ventures
Joint ventures are entities in which the Group has joint control, shared with a party outside the Group. The Group reports its interests in joint
ventures using the equity method.
Going concern
The Directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12
months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the consolidated financial
statements.
In assessing the Group’s going concern position, the Directors have considered a number of factors, including the current balance sheet position
and available liquidity, the principal and emerging risks which could impact the performance of the Group and compliance with borrowing
covenants.
In order to assess the going concern status of the Group management has prepared:
• A base case scenario, aligned to the latest Group budget for 2022 as well as the Group’s Medium Term Plan for 2023;
• A severe but plausible downside scenario, which assumes that the global economic environment is severely depressed over the assessment
period; and
• A reverse stress test flexing sales to determine what circumstance would be required to either reduce headroom to nil on committed borrowing
facilities or breach borrowing covenants, whichever occurred first.
The severe but plausible downside scenario includes further management actions that would be deployed if required (for example further
reduction in costs).
The reverse stress test also includes further controllable management actions that could be deployed if required. The outcome of the reverse stress
test was that the interest cover covenant would be breached, however, at the breaking point in the test the Group still maintained a comfortable
level of liquidity on committed borrowing facilities. The Directors consider the likelihood of the condition in the reverse stress test occurring to be
remote.
Liquidity headroom
As at 31 December 2021 the Group’s net debt (excluding IFRS 16 leases) was $147.1 million (2020: $180.6 million). The Group’s committed debt
facilities total $585 million across both its Banking and US Private Placement group, with a range of maturities from late 2024 through to 2027, as
of 31 December 2021 the Group has around $330 million of headroom against these committed banking facilities.
In both the base case and the severe but plausible downside scenario liquidity is comfortable throughout the assessment period.
All banking covenants tests were met comfortably at 31 December 2021, with leverage of 0.7x and interest cover of 28.4x. The base case forecast
indicates that banking covenants will be comfortably met throughout the assessment period. Under the severe but plausible downside scenario
covenant compliance is still projected to be achieved throughout the assessment period, although with reduced but adequate headroom.
Conclusion
In conclusion, after reviewing the base case, the severe but plausible downside scenario and considering the remote likelihood of the scenario in
the reverse stress test occurring, the Directors have formed the judgement that, at the time of approving the consolidated financial statements,
there are no material uncertainties that cast doubt on the Group’s going concern status and that it is appropriate to prepare the consolidated
financial statements on the going concern basis.
c) Functional currency
The functional currency of Coats Group plc continued to be United States dollars (USD) during the year ended 31 December 2021.
d) Foreign currencies
Foreign currency translation
The Group’s presentation currency is USD. Transactions of companies within the Group are recorded in the functional currency of that company.
Currencies other than the functional currency are foreign currencies.
Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in
foreign currencies are translated at the rates of exchange ruling at the period end. All currency differences on monetary items are taken to the
consolidated income statement with the exception of currency differences that represent a net investment in a foreign operation, which are taken
directly to equity until disposal of the net investment, at which time they are recycled through the consolidated income statement. Non-monetary
items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of initial transaction.
Group companies
Assets and liabilities of subsidiaries whose presentation currency is not USD are translated into the Group’s presentation currency at the rates of
exchange ruling at the period end and their income statements are translated at the average exchange rates for the year.
The exchange differences arising on the retranslation since 1 January 2004 are taken to a separate component of equity. On disposal of such an
entity, the deferred cumulative amount recognised in equity since 1 January 2004 relating to that particular operation is recycled through the
consolidated income statement. Translation differences that arose before the date of transition to IFRS in respect of all such entities are not
presented as a separate component of equity.
Goodwill and fair value adjustments arising on acquisition of such operations are regarded as assets and liabilities of the particular operation,
expressed in the currency of the operation and recorded at the exchange rate at the date of the transaction and subsequently retranslated at the
applicable closing rates.
e) Operating segments
Operating segments are components of the Group about which separate financial information is available that is evaluated by the Coats Group plc
Group Executive Team in deciding how to allocate resources and in assessing performance. See note 2 for further details.
f) Operating profit
Operating profit is stated before the share of results of joint ventures, investment and interest income, finance costs and foreign exchange gains
and losses from financing activities.
Judgement is used by the Group in assessing the particular items, which by virtue of their scale and nature, should be presented in the income
statement and disclosed in the related notes as exceptional items. In determining whether an event or transaction is exceptional, materiality is a key
consideration and qualitative factors, such as frequency or predictability of occurrence, are also considered. This is consistent with the way financial
performance is measured by management and reported to the Board.
Subsequent expenditure
Expenditure incurred to replace a component of an item of property, plant and equipment that is accounted for separately, including major
inspection and overhaul expenditure, is capitalised. Other subsequent expenditure is capitalised only when it increases the future economic
benefits embodied in the item of property, plant and equipment. All other expenditure is recognised in the income statement as an expense
as incurred.
Assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each period end.
i) Intangible assets
Goodwill
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the fair value of the identifiable
assets and liabilities of a subsidiary at the date of acquisition. Goodwill is recognised as an asset and tested for impairment at least annually.
Any impairment is recognised immediately in the income statement. On disposal of a subsidiary, the attributable amount of goodwill is included
in the determination of the profit or loss on disposal.
Goodwill is allocated to cash-generating units (CGUs) for the purpose of impairment testing. CGUs represent the smallest group of assets that
generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and
accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
The estimated useful lives (other than Coats Brands) are as follows:
Other intangibles
Acquired computer software licences and computer software development costs are capitalised on the basis of the costs incurred to acquire and
bring to use the specific software and are amortised over their estimated useful lives of up to 5 years.
Intellectual property, comprising trademarks, designs, patents and product development which have a finite useful life, are carried at cost less
accumulated amortisation and impairment charges. Amortisation is calculated using the straight-line method to allocate the cost over the assets’
useful lives, which vary from 5 to 10 years.
The amortisation charge for both acquired and other intangibles assets is included within the distribution costs and administrative expense lines in
the consolidated income statement.
An impairment charge is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount
is the higher of an asset’s fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted. For the purposes of assessing impairment, assets are measured at the
CGU level.
An internally-generated intangible asset arising from development is recognised only if all of the following conditions are met:
• an asset is created that can be separately identified;
• it is probable that the asset created will generate future economic benefits; and
• the development costs can be measured reliably.
Internally-generated intangible assets are amortised on a straight-line basis over their useful lives.
Where no internally-generated intangible asset can be recognised, development expenditure is recognised as an expense in the period in which it
is incurred.
j) Leases
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a
corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with
a lease term of 12 months or less) and leases of low value assets (defined as assets with a value of US$5,000 or less when new). For these leases,
the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis
is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using
the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest
method) and by reducing the carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
• the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is
remeasured by discounting the revised lease payments using a revised discount rate;
• the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which
cases the lease liability is remeasured by discounting the revised lease payments using the initial discount rate (unless the lease payments change
is due to a change in a floating interest rate, in which case a revised discount rate is used); and
• a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by
discounting the revised lease payments using a revised discount rate.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement
day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore
the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37
‘Provisions, Contingent Liabilities and Contingent Assets’. The costs are included in the related right-of-use asset, unless those costs are incurred
to produce inventories.
Variable rents that do not depend on an index are not included in the measurement of the lease liability and the right-of-use asset. The related
payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs.
k) Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the relevant financial
instrument.
Financial assets
(i) Investments in equity securities
Investments in equity securities are recognised and derecognised on a trade date basis and are initially measured at fair value, plus directly
attributable transaction costs and are remeasured at subsequent reporting dates at fair value, with movements recorded in other comprehensive
income. Listed investments are stated at market value. Unlisted investments are stated at fair value based on directors’ valuation, which is
supported by external experts’ advice or other external evidence.
Financial liabilities
(i) Trade payables
Trade payables are not interest-bearing and are recognised at fair value, and measured subsequently at amortised cost.
(ii) Borrowings
Interest-bearing loans and overdrafts are initially measured at fair value, net of direct issue costs. These financial liabilities are subsequently
measured at amortised cost using the effective interest method, with interest expense recognised over the period of the relevant liabilities.
Financial liabilities designated as hedged items in a fair value hedge are subsequently measured at fair value.
Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics
are not closely related to those of the host contracts, and the host contracts are not measured at fair value with changes in fair value being
recognised in the income statement.
The use of financial derivatives is regulated by the Board or that of the relevant operating subsidiary in accordance with their respective risk
management strategies. Changes in values of all derivatives of a financing nature are included within investment income and finance costs in the
income statement.
Derivative financial instruments are initially measured at fair value at contract date and are remeasured at each reporting date.
The Group designates hedging instruments as either fair value hedges, cash flow hedges or hedges of net investments in foreign operations.
Hedges of interest rate risk are accounted for as fair value or cash flow hedges.
At the inception of each hedge transaction the issuing entity documents the relationship between the hedging instrument and the hedged
item and the anticipated effectiveness of the hedge transaction, and monitors the ongoing effectiveness over the period of the hedge. Hedge
accounting is discontinued when the issuing entity revokes the hedging relationship, the hedge instrument expires, is sold, exercised or otherwise
terminated, and the adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised through the income
statement from that date.
l) Revenue
Revenue comprises the fair value of the sale of goods and services, net of sales tax and discounts and rebates, and after eliminating sales within
the Group. Revenue is recognised as follows:
m) Inventories
Inventories are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to its present location and condition are
accounted for as follows:
The costs of finished goods and work in progress include direct materials and labour and a proportion of manufacturing overheads based on
normal operating capacity but excluding borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business,
less estimated costs of completion and the estimated costs necessary to make the sale. Provision is made for obsolete, slow-moving and defective
inventories.
n) Employee benefits
(i) Retirement and other post-employment obligations
For retirement and other post-employment benefit obligations, the cost of providing benefits is determined using the Projected Unit Credit
Method, with actuarial valuations being carried out at the end of each reporting period by independent actuaries.
Remeasurement comprising actuarial gains and losses, the effect of the asset ceiling (if applicable) and the return on scheme assets (excluding
interest) are recognised immediately in the consolidated statement of financial position with a charge or credit to the consolidated statement of
comprehensive income in the period in which they occur. Remeasurement recorded in the consolidated statement of comprehensive income is
not recycled.
Current and past service costs, along with the impact of any settlements or curtailments, are charged to the consolidated income statement.
The net interest expense on pension plans’ liabilities and the expected return on the plans’ assets is recognised within finance expense in the
consolidated income statement.
In addition, pension scheme administrative expenses including the Pension Protection Fund (PPF) levy and actuary, audit, legal and trustee charges
are recognised as administrative expenses.
The retirement benefit and other post employment benefit obligation recognised in the consolidated statement of financial position represents the
deficit or surplus in the Group’s defined benefit schemes. Any surplus resulting from this calculation is limited to the present value of any economic
benefits available in the form of refunds from the schemes or reductions in future contributions to the schemes and refunds expected from the
schemes to fund other Group defined benefit schemes, in accordance with relevant legislation.
For defined contribution plans, the Group pays contributions to publicly or privately administered pension plans on a mandatory, contractual or
voluntary basis. The contributions are recognised as employee benefit expenses when they are due. Prepaid contributions are recognised as an
asset to the extent that a cash refund or a reduction in the future payments is available.
Equity-settled
The Group operates an equity-settled Long Term Incentive Plan for executives and senior management. Awards under this Plan are subject to both
market-based and non-market-based vesting criteria.
To satisfy awards under this Plan, shares may be purchased in the market by an Employee Benefit Trust over the vesting period.
o) Taxation
The tax expense represents the sum of the current tax and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the consolidated income
statement because it excludes items of income and expense that are taxable or deductible in other years 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 by the period end.
Deferred tax is provided using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. Deferred taxation is measured on a non-discounted basis. The following
temporary differences are not provided for: goodwill not deducted for tax purposes, the initial recognition of assets or liabilities that affect neither
accounting, nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the
foreseeable future.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities,
using tax rates enacted or substantively enacted at the period end. A deferred tax asset is recognised only to the extent that it is probable that
future profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable
that the related tax benefit will be realised. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference
and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary
differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable
profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying values of deferred tax assets are reviewed at each period end.
Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to other comprehensive
income or equity, in which case the deferred tax is also dealt with in other comprehensive income or equity.
p) Government grants
Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and
that the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group
recognises as expenses the related costs for which the grants are intended to compensate.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial
support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable.
All other borrowing costs are recognised in the income statement in the period in which they are incurred.
r) Provisions
A provision is recognised in the consolidated statement of financial position when the Group has a legal or constructive obligation as a result of
a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, a provision
is determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money
and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is
recognised as a borrowing cost.
s) Onerous contracts
A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a contract are lower than the
unavoidable cost of meeting its obligations under the contract.
t) Restructuring
A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring has either
commenced or has been announced publicly. Future operating costs are not provided for.
Non-current assets are classified as held for sale from the date these conditions are met, and such assets are no longer depreciated.
Discontinued operations are classified as held for sale and are either a separate business segment or a geographical area of operations that is part
of a single coordinated plan to sell. Once an operation has been identified as discontinued, or is reclassified as discontinued, the comparative
information in the Income Statement is restated.
v) Climate change
In preparation of the consolidated financial statements, consideration has been given to the impact of climate change on the Group’s key
accounting policies, estimates and judgements. As noted in the Taskforce on Climate-related Financial Disclosures (TCFD) section of the Strategic
Report on pages 38-45 we are exposed to specific transitional and physical climate related risks. The key areas in the consolidated financial
statements that were identified for consideration of potential impacts from these climate related risks were the assumptions used to support
impairment reviews of cash generating units (CGUs) and accounting policies on estimated useful lives of tangible fixed assets.
New IFRS accounting standards, interpretations and amendments adopted in the year
During the year, the Group has adopted the following standards, interpretations and amendments:
• Interest Rate Benchmark Reform Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16); and
• COVID-19-Related Rent Concessions (Amendment to IFRS 16).
The adoption of these standards has not had a material impact on the financial statements of the Group.
The directors do not expect that the adoption of the Standards and Interpretations listed above will have a material impact on the financial
statements of the Group in future periods, although the full assessment is not complete.
2 Segmental analysis
Operating segments are components of the Group’s business activities about which separate financial information is available that is evaluated
regularly by the chief operating decision maker (the Group Executive Team). The Group’s customers are grouped into two segments Apparel &
Footwear and Performance Materials which have distinct different strategies and differing customer/end-use market profiles.
Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Exceptional and
acquisition related items are not allocated to segments to align to the reporting provided to the chief operating decision maker. In addition, no
measures of total assets and total liabilities are reported for each reportable segment as such amounts are not regularly provided to the chief
operating decision maker.
The accounting policies of the reportable operating segments are the same as the Group’s accounting policies described in note 1.
b) Geographic information
Revenue by origin Revenue by destination Non-current assets
2021 2020 2021 2020 2021 2020
Year ended 31 December US$m US$m US$m US$m US$m US$m
Non-current assets excludes derivative financial instruments, pension surpluses and deferred tax assets.
3 Revenue
An analysis of the Group’s revenue is as follows:
2021 2020
Year ended 31 December US$m US$m
The software solutions business is included in the Apparel & Footwear segment.
Disaggregation of revenue
The following table shows revenue disaggregated by primary geographic markets which reconciles with the Group’s reportable segments:
2021 2020
Year ended 31 December US$m US$m
Continuing operations:
Asia 846.2 629.4
Americas 375.4 314.5
EMEA 282.2 219.4
1,503.8 1,163.3
Continuing operations:
Apparel & Footwear 1,094.4 822.7
Performance Materials 409.4 340.6
1,503.8 1,163.3
The Group had no revenue from a single customer which accounts for more than 10% of the Group’s revenue.
Adjusted results (also referred to as underlying performance) exclude exceptional and acquisition related items on a consistent basis with the
previous reporting period to provide a more meaningful comparison of how the performance of the business is managed and measured on
a day-to-day basis. Further details on alternative performance measures are set out in note 35.
Exceptional items may include significant restructuring associated with a business or property disposal, litigation costs and settlements, profit or loss
on disposal of property, plant and equipment, non-actuarial gains or losses arising from significant one off changes to defined benefit pension
obligations, regulatory investigation costs and impairment of assets. Acquisition related items include amortisation of acquired intangible assets,
acquisition transaction costs, contingent consideration linked to employment and adjustments to contingent consideration.
Judgement is used by the Group in assessing the particular items, which by virtue of their scale and nature, are presented in the income
statement and disclosed in the related notes as exceptional items. In determining whether an event or transaction is exceptional, materiality is
a key consideration and qualitative factors, such as frequency or predictability of occurrence, are also considered. This is consistent with the way
financial performance is measured by management and reported to the Board.
Total exceptional and acquisition related items charged to operating profit for the year ended 31 December 2021 were $13.7 million (2020: $7.5
million) comprising exceptional items for the year ended 31 December 2021 of $2.1 million credit (2020: charge of $3.5 million) and acquisition
related items for the year ended 31 December 2021 of $15.8 million (2020: $4.0 million). Tax in respect of exceptional and acquisition related
items is set out in note 9.
Exceptional items:
Cost of sales:
Brazil indirect taxes (5.8) –
Impairment charges – 4.9
Administrative expenses:
Strategic project costs 3.7 –
Other operating income:
Profit from sale of property – (1.4)
Total exceptional items (credited)/charged to operating profit from continuing operations (2.1) 3.5
Brazil indirect taxes – During the year ended 31 December 2021 the Brazilian Supreme Federal Court concluded its judgement that Brazilian
ICMS (indirect tax on goods and services) should not be included in the calculation basis of PIS (Program of Social Integration) and COFINS
(Contribution for the Financing of Social Security) indirect taxes.
As a result, estimated refunds have been recognised in the results for the year ended 31 December 2021 of $5.8 million (year ended 31 December
2020: $nil) which has been included in cost of sales and in addition exceptional interest income has been recognised of $4.2 million (year ended
31 December 2020: $0.7 million).
These refunds date back to 2003 and the estimated tax credit amounts are expected to be utilised over a period of approximately six years, based
upon current assumptions, once the Group has received a favourable Court ruling, which is considered virtually certain.
Strategic project costs – The Group has commenced a number of strategic projects to improve margins by optimising the portfolio and footprint,
improving the overall cost base efficiency, and mitigating structural labour availability issues in the US. Exceptional costs of $3.7 million were
incurred during the year ended 31 December 2021 which includes advisers’ costs of $0.9 million, impairment charges relating to plant and
equipment in North America of $2.0 million and closure and other related costs of $1.7 million. This was offset by an exceptional credit of $0.9
million relating to the closure of a small business in Australia in a prior year. It is anticipated that cash exceptional costs in the order of $35 million
will be incurred in relation to these and further strategic initiatives across 2022 and 2023 in total.
Exceptional items during the year ended 31 December 2020 are set out below:
Impairment charges – At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any
indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the assets are estimated in
order to determine the extent of the impairment loss, if any. During the year ended 31 December 2020, following this review impairment charges
totalling $4.9 million were made in smaller markets in EMEA ($4.1 million relating to property, plant and equipment and $0.8 million relating to
right-of-use assets). The impairment charges in these markets represented a full write down of property, plant and equipment and right-of-use
assets, except for owned land and buildings of $1.7 million which is not considered to be impaired. None of the cash generating units for which
an impairment charge was recognised during the year ended 31 December 2020 included goodwill or intangible assets with indefinite useful lives.
Profit from sale of property – During the year ended 31 December 2020 a profit of $1.4 million was made from the sale of a property in
a non-core market.
The Group pursed several acquisition opportunities during the year ended 31 December 2021 and as a result incurred transaction costs of $12.4
million (2020: $nil). Growth through acquisitions is a key element of the Group’s strategy and the Group will continue to be disciplined in the
assessment of acquisition opportunities as they arise. The Group looks to identify companies with complementary capabilities that can further
strengthen the core, technology, innovations, or Intellectual Property and which can be scaled to deliver growth and value for customers and
shareholders.
The Group has made acquisitions in prior years with earn-outs to allow part of the consideration to be based on the future performance of the
businesses acquired and to lock in key management. Where consideration paid or contingent consideration payable in the future is employment
linked, it is treated as an expense and part of statutory results. However, all consideration of this type is excluded from adjusted operating profit
and adjusted earnings per share, as in management’s view, these items are part of the capital transaction.
Acquisition transaction costs and amortisation of intangible assets acquired through business combinations are not included within adjusted
earnings. These costs are acquisition related and management consider them to be capital in nature and they do not reflect the underlying
trading performance of the Group.
Excluding amortisation of intangible assets acquired through business combinations and recognised in accordance with IFRS 3 “Business
Combinations” from adjusted results also ensures that the performance of the Group’s acquired businesses is presented consistently with
its organically grown businesses. It should be noted that the use of acquired intangible assets contributed to the Group’s results for the years
presented and will contribute to the Group’s results in future periods as well. Amortisation of acquired intangible assets will recur in future periods.
Amortisation of software is included within operating results as management consider these cost to be part of the underlying trading performance
of the business.
6 Finance income
2021 2020
Year ended 31 December US$m US$m
Other interest receivable and similar income for the year ended 31 December 2021 includes exceptional income of $4.2 million (2020: $0.7 million)
relating to refunds for indirect taxes in Brazil (see note 4 for further details).
7 Finance costs
2021 2020
Year ended 31 December US$m US$m
8 Staff costs
The average monthly number of employees was:
2021 2020
Year ended 31 December US$m US$m
1. This does not include any contingent consideration on acquisitions that is treated as an expense, due to it being linked to continued employment (see note 4).
The overseas tax charge includes withholding tax charges and other taxes not based on profits for the year ended 31 December 2021 of $13.1
million (2020: $12.5 million). Exceptional tax charges for the year ended 31 December 2021 were $0.9 million (2020: $2.2 million) relating to
Brazil refunds of indirect taxes (see note 4).
The deferred tax credit of $1.9 million for the year ended 31 December 2021 includes deferred tax provision releases following remittance
of dividends from subsidiaries, deferred tax credits arising from the expected recovery of current year losses in certain jurisdictions and
other timing differences.
Profit before tax 176.8 (9.5) (4.3) 163.0 91.1 (6.8) (4.7) 79.6
Expected tax charge/
(credit) at the UK
statutory rate of 19%
(2020: 19%) 33.6 (1.8) (0.8) 31.0 17.3 (1.3) (0.9) 15.1
Differences between
overseas and
UK taxation rate 0.6 1.1 (0.1) 1.6 (0.7) 0.3 (0.1) (0.5)
Non-deductible expenses 0.9 1.6 – 2.5 0.6 1.3 – 1.9
Non-taxable income (0.6) – – (0.6) (0.4) – – (0.4)
Local tax incentives (0.7) – – (0.7) – – – –
Utilisation of
unrecognised deferred
tax assets (3.5) – – (3.5) (1.5) – – (1.5)
Potential deferred tax
assets not recognised 7.0 – 0.4 7.4 5.9 1.9 0.5 8.3
Impact of changes in
tax rates 1.7 – – 1.7 (0.6) – – (0.6)
Prior year adjustments 1.9 – – 1.9 2.6 – – 2.6
Withholding tax on
remittances (net of
double tax credits) and
other taxes not based
on profits 13.1 – – 13.1 12.5 – – 12.5
Income tax expense/
(credit) 54.0 0.9 (0.5) 54.4 35.7 2.2 (0.5) 37.4
Effective tax rate 31% (9)% 12% 33% 39% (32)% 11% 47%
1. Other adjustments consist of net interest on pension scheme assets and liabilities of $4.3 million (2020: $4.7 million).
Excluding exceptional and acquisition related items and the impact of IAS 19 finance charges, the underlying effective rate on pre-tax profits
was 31% (2020: 39%). The lower rate was driven by higher year on year profits, improved profit mix and a reduction in withholding taxes.
The final outcome on resolution of open issues with the relevant local Tax Authorities may vary significantly due to the uncertainty associated
with such tax items and the continual evolution and development of local Tax Authorities. There is a wide range of possible outcomes and any
variances in the final outcome to the provided amount will affect the tax financial results in the year of agreement. However, it is not expected
that a material adjustment would be required to these provisions within the next year.
The amount provided for uncertain tax positions has been made using the best estimate of the tax expected to be ultimately paid, taking into
account any progress on the discussions with local Tax Authorities, together with expert in-house and third-party advice on the potential
outcome and recent developments in case law, Tax Authority practices and previous experience.
2021 2020
Year ended 31 December US$m US$m
UK 9.3 12.3
Vietnam 13.9 14.0
Indonesia 4.4 2.7
China 3.8 3.0
India 3.0 2.5
Singapore 2.3 1.7
Bangladesh 1.8 2.2
Colombia 1.3 0.9
Hong Kong 1.2 0.8
Spain 1.0 0.9
Thailand 1.0 0.6
Pakistan 0.8 0.2
Sri Lanka 0.8 0.9
Hungary 0.7 0.3
Poland 0.5 0.6
Turkey 0.4 (0.5)
Brazil 0.2 1.0
Morocco – 0.7
Others (19 countries each less than $0.5 million) 1.5 1.5
Total Corporate Income Tax paid 47.9 46.3
The taxes paid in the UK and Singapore are primarily withholding taxes on royalties, group charges and dividends, deducted and paid at source.
In the current year the Group paid withholding taxes in the following jurisdictions:
2021 2020
US$m US$m
The sponsor of the Coats UK Pension Scheme is Coats Limited and the Company provides a guarantee to the Coats UK Pension Scheme.
In addition, the Group has the Coats North America Pension Plan (Coats US) which is a defined benefit scheme the assets of which are held
in funds that are legally separated from the Group. In 2019 the Group agreed to amend the Plan to close to new hires from 1 January 2020,
and to cease future accrual for current employees from 1 January 2022. During the current year the Group carried out a “spin and termination”
transaction whereby a proportion of the current retiree benefits were secured with an insurance company, whilst releasing a proportion of the
surplus to the company to fund future 401k employer contributions. Due to favourable pricing the transaction resulted in a non cash settlement
gain of $3.6 million which has been included in operating profit.
Finally, the Group also operates various other pension and other post-retirement arrangements in most of the countries in which it operates
(most significantly in Germany). Detailed disclosures in respect of the UK plans and the Coats US plan are given in this note as the defined
benefit obligations under these schemes represent around 96% of all defined benefit obligations.
The Coats UK Pension Scheme operates an investment policy whereby a portion of the fund is invested in assets (bonds and derivatives) that
broadly match movements in the value of the scheme’s liabilities and a portion in assets that are anticipated to deliver a return in excess of
the change in value of the liabilities.
The following disclosures do not include information in respect of schemes operated by joint ventures.
Interest The present value of the defined benefit plan liabilities is The impact of the movement in discount rates are shown
rate risk calculated using a discount rate determined by reference to on page 158. The Trustees of the UK and US schemes hedge
bond yields. A decrease in bond yield rates will increase defined these sensitivities through physical bonds and derivatives. The
benefit obligations. Coats UK Pension Scheme is currently over 85% (2020: over
80%) hedged against interest rate movements by reference
to the Technical Provisions liability.
Inflation The present value of the defined benefit liabilities are calculated The impact of the movement in inflation rates are shown on
by reference to assumed future inflation rates. An increase in page 158. The Trustees of the UK and US schemes hedge
inflation rates will increase defined benefit obligations. these sensitivities through physical bonds, derivatives and real
assets. The Coats UK Pension Scheme is currently over 85%
(2020: over 80%) hedged against inflation rate movements
by reference to the Technical Provisions liability.
Longevity The present value of the defined benefit plan liability is calculated The impact of an increase in life expectancy is shown on page
risk by reference to the best estimate of member life expectancies. 159. Currently this is not a risk that is hedged by the Group’s
An increase in life expectancy will increase liabilities. pension schemes.
Investment The scheme assets are shown on a mark-to-market basis. The UK funded scheme is diversified by asset class, at
risk A decrease in asset values at a relevant measurement date, individual securities level; geography; and by investment
to the extent assets do not hedge liabilities, would lead to an managers. To the extent that any assets are not Sterling
increased disclosed deficit or reduced surplus. denominated the scheme hedges the majority of this
currency exposure back to Sterling.
On 16 November 2021 Coats Limited and the Trustee of the Coats UK Pension Scheme agreed the valuation of the Coats UK Pension Scheme with
a 31 March 2021 effective date. This agreement resulted in ongoing annual deficit recovery payments of £22 million ($29 million at 31 December
2021 exchange rate) per annum increasing annually by the increase in the Retail Prices Index (first increase in January 2022) based on a Technical
Provisions deficit of £193 million ($261 million). At 31 March 2021 the market value of assets were £2,221 million ($3,005 million) and liabilities
were £2,414 million ($3,266 million) resulting in the Technical Provisions deficit of £193 million ($261 million). As before the Group will also meet
Scheme administrative expenses and levies estimated in future at £4 million ($5 million) per annum (ie total ongoing payments of $34 million per
annum, excluding the below deferred deficit recovery payments). The new deficit recovery payments were effective from 1 April 2021 and are
payable until 31 December 2028. The Scheme’s next triennial valuation will have an effective date of 31 March 2024.
In line with the terms of agreement with the trustees of the Coats UK Pension Scheme, the Group started to repay the deferred deficit recovery
payments for April-December 2020 inclusive (circa $21 million deferred due to Covid underpinning actions). The first payment was made on 25th
May 2021 and during the year a total of $9 million has been repaid, with the remaining $12 million due to be repaid by the end of November 2022.
The most recent actuarial valuation for the Coats UK pension scheme had a 31 March 2021 effective date and the most recent actuarial valuation
for the Coats US scheme was 1 January 2021.
Coats UK
Pension Scheme Coats US Other
Principal assumptions at 31 December 2020 % % %
The rate of increase for pensions in payment for members of the combined Coats UK Pension Scheme vary in accordance with each member’s
former scheme category and period of membership. For former Coats UK plan members the increases for pensions in payment are assumed to
be at a rate of 3.4% (2020: 3.0%). For former Staveley scheme members, the majority of the increases for pensions in payment fall within the
range 2.6%–3.4% (2020: 2.4%–3.0%). For former Brunel scheme members, the majority of the increases for pensions in payment fall within
the range 3.2%–4.0% (2020: 3.0%–4.0%).
Coats UK
Pension Scheme Coats US Other Group
Year ended 31 December 2021 US$m US$m US$m US$m
Coats UK
Pension Scheme Coats US Other Group
Year ended 31 December 2020 US$m US$m US$m US$m
Coats UK
Pension Scheme Coats US Other Total
Year ended 31 December 2021 US$m US$m US$m US$m
The amounts are presented in the consolidated statement of financial position as follows:
2021 2020
Year ended 31 December US$m US$m
Non-current assets:
Funded 159.7 11.4
Current assets:
Funded 5.2 4.8
Current liabilities:
Funded (41.9) (35.3)
Unfunded (6.1) (7.1)
Non-current liabilities:
Funded (5.6) (100.1)
Unfunded (90.2) (99.5)
21.1 (225.8)
The schemes disclosed as part of the ‘other’ column in the tables above include surplus positions of $3.8 million (2020: $0.6 million).
Administrative expenses paid from plan assets excludes those expenses paid directly by the Group.
The Coats UK Pension Scheme has moved into an IAS 19 surplus position during 2021. The Group has an unconditional right to a refund of the
surplus assuming the gradual settlement of the liabilities over time and therefore no additional minimum funding requirement has been recognised.
xi) Sensitivities
Sensitivities regarding the discount rate, inflation (which also impacts the rate of increases in salaries and rate of increase for pension in payments
assumptions for the UK scheme) and mortality assumptions used to measure the liabilities of the principal schemes, along with the impact they
would have on the scheme liabilities, are set out below. Interrelationships between assumptions might exist and the analysis below does not
take the effect of these interrelationships into account:
Year ended Year ended
31 December 31 December
2021 2020
+0.25% -0.25% +0.25% -0.25%
US$m US$m US$m US$m
An increase of 1.0% in the discount rate would result in the Coats UK Pension Scheme and the Coats US scheme liabilities decreasing by $401.4
million and $4.9 million (2020: $467.2 million and $13.5 million). A decrease of 1.0% in the discount rate would result in the Coats UK Pension
Scheme and the Coats US scheme liabilities increasing by $502.7 million and $6.0 million (2020: $594.6 million and $15.0 million) respectively. The
above sensitivity analysis (on a IAS 19 basis) considers the impact on the scheme liabilities only and excludes any impacts on scheme assets from
changes in discount and inflation rates. As noted on page 152, the Coats UK Pension Scheme is currently over 85% hedged against interest rate
and inflation rate movements. Therefore on a Technical Provision basis, to the extent there is a change in the scheme liabilities due to movements
in discount and inflation rates there would be offsetting impacts from the scheme assets due to the hedging in place.
In presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit
method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the
consolidated statement of financial position. There was no change in the methods and assumptions used in preparing the sensitivity analysis from
prior years.
Year ended Year ended
31 December 31 December
2021 2020
+1% -1% +1% -1%
US$m US$m US$m US$m
The calculation of basic earnings per ordinary share from continuing and discontinued operations is based on the profit attributable to equity
shareholders. The weighted average number of ordinary shares used for the calculation of basic earnings per ordinary share from continuing
and discontinued operations is the same as that used for basic earnings per ordinary share from continuing operations.
For diluted earnings per ordinary share, the weighted average number of ordinary shares in issue is adjusted to include all potential dilutive ordinary
shares. The Group has two classes of dilutive potential Ordinary Shares: those shares relating to awards under the Group Deferred Bonus Plan
which have been awarded but not yet reached the end of the three year retention period and those long-term incentive plan awards for
which the performance criteria would have been satisfied if the end of the reporting period were the end of the contingency period.
2021 2020
Year ended 31 December US$m US$m
2021 2020
Number of Number of
shares shares
Year ended 31 December m m
Weighted average number of ordinary shares in issue for basic earnings per share 1,457.1 1,455.6
Adjustment for share options and LTIP awards 5.9 1.4
Weighted average number of ordinary shares in issue for diluted earnings per share 1,463.0 1,457.0
2021 2020
Year ended 31 December cents cents
12 Dividends
2021 2020
Year ended 31 December US$m US$m
The proposed final dividend of 1.50 cents per ordinary share for the year ended 31 December 2021 is not recognised as a liability in the
consolidated statement of financial position in line with the requirements of IAS 10 Events after the Reporting Period and, subject to shareholder
approval, will be paid on 25 May 2022 to ordinary shareholders on the register on 29 April 2022, with an ex-dividend date of 28 April 2022.
13 Intangible assets
Acquired intangibles
Brands & trade Customer Total Computer
Goodwill names Technology relationships acquired software Total
Cost US$m US$m US$m US$m US$m US$m US$m
Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (CGUs) that are expected to benefit from that
business combination. The carrying amount of goodwill has been allocated as follows:
2021 2020
Year ended 31 December US$m US$m
The carrying value of the goodwill allocated to the CGUs has been tested for impairment during the year by comparing the carrying value of the
CGU to their value in use. The value in use calculations were based on projected cash flows, derived from the latest budgets approved by the Board
and factoring in the most recent trading activity. Projected cash flows are, discounted at CGU specific, risk adjusted, discount rates to calculate the
net present value.
CGU specific operating assumptions are applicable to the cash flows for the years 2022 to 2024 and relate to revenue forecasts and forecast operating
margins. A short-term growth rate is applied to the December 2024 plan to derive the cash flows arising in 2025–2026 and a long-term rate is applied
to 2026 to determine a terminal value. Revenue growth and operating margin improvement assumptions in 2025–2026 are as follows:
The discount rate is based on estimations of the assumptions that market participants operating in similar sectors to Coats would make, using the
Group’s economic profile as a starting point and adjusting appropriately. The pre-tax base discount rate of 10.5% (2020: 10.6%) has been adjusted
for economic risks that are not already captured in the specific operating assumptions. This results in the impairment testing using a pre tax
discount rate of 12.7% for Gotex, 10.5% for North America, and 13.0% for Coats Digital.
The following scenarios would result in headroom being completely eliminated in the value in use impairment assessments:
• the discount rate increasing by 630 bps in Gotex, 200 bps in North America and 1,100 bps in Coats Digital; or
• cumulative 2022–2026 revenue is 34% lower in Gotex, 22% lower in North America and 27% lower in Coats Digital; or
• cumulative 2022–2026 operating profit is 31% lower in Gotex, 17% lower in North America and 78% lower in Coats Digital.
In light of this, management believes that no reasonable potential change in any of the above key assumptions would cause the carrying value of
any of the above CGUs to materially exceed their recoverable amount.
2021 2020
Analysis of net book value of land and buildings 31 December US$m US$m
15 Leases
The Group leases several assets including buildings, plants, vehicles and office equipment. The average lease term is 4 years (2020: 4 years).
The Group’s consolidated balance sheet includes the following amounts relating to leases:
Right-of-use assets
Vehicles and
Land and Plant and office
buildings equipment equipment Total
Net carrying amount US$m US$m US$m US$m
Additions to the right-of-use assets during the year ended 31 December 2021 were $51.1 million (2020: $16.2 million).
Lease liabilities
2021 2020
Year ended 31 December US$m US$m
The net increase in lease liabilities during the year ended 31 December 2021 was $33.0 million (2020: $1.0 million) which includes foreign exchange
gains on lease liabilities of $0.2 million (2020: losses of $0.7 million). The total cash outflow for leases in the year ended 31 December 2021 was
$22.1 million (2020: $19.4 million).
The Group’s consolidated income statement includes the following amounts relating to leases:
2021 2020
Year ended 31 December US$m US$m
15 Leases continued
The Group subleases some of its right-of-use assets. At the balance sheet date, the Group had contracted with tenants for receipt of the following
minimum lease payments:
2021 2020
Year ended 31 December US$m US$m
16 Non-current investments
2021 2020
Year ended 31 December US$m US$m
Other investments included within current assets were $nil at 31 December 2021 (2020: $0.1 million).
2021 2020
Year ended 31 December US$m US$m
The following table provides summarised financial information on the Group’s share of its joint ventures, relating to the period during which they
were joint ventures, and excludes goodwill:
2021 2020
Year ended 31 December US$m US$m
The Group’s deferred tax assets are included within the analysis in note 24.
The movements in the Group’s deferred tax asset during the year were as follows:
2021 2020
US$m US$m
18 Inventories
2021 2020
Year ended 31 December US$m US$m
Non-current assets:
Income tax assets – 0.5
Trade receivables 1.1 0.6
Other receivables 20.5 12.4
Prepaid pension contributions 5.8 –
Derivative financial instruments 1.3 5.5
28.7 19.0
Current assets:
Trade receivables 240.4 223.5
Current income tax assets 6.4 6.8
Prepayments and accrued income 7.0 5.6
Derivative financial instruments 4.2 3.5
Prepaid pension contributions 1.2 –
Amounts due from joint ventures 0.1 –
Other receivables 43.4 35.1
302.7 274.5
The fair value of trade and other receivables is not materially different to the carrying value.
Included within trade receivables is $7.7 million (2020: $6.2 million) relating to software solutions revenue contracts, for which performance
obligations are fulfilled over a period of time (see note 21).
The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which requires the use of the lifetime
expected loss provision for all trade receivables. Credit risk is minimised due to the quality and short-term nature of the Group’s trade receivables
as well as the fact that the exposure is spread over a large number of customers. An allowance has been made for expected losses on trade
receivables of $8.9 million (2020: $10.2 million).
The Group monitors receivables for any significant increases in credit risk, and fully provides for trade receivables which are more than 6 months
overdue, unless there are specific circumstances which would indicate otherwise. For all other trade receivables, when determining expected losses,
the Group takes into account the historical default experience and the financial position of the counterparties, as well as the future prospects
considering various sources of information. The loss allowance has been determined as follows:
The fair values of these financial instruments are calculated by discounting the future cash flows to net present values using appropriate market
interest and foreign currency rates prevailing at the year end.
Contract liabilities amounting to $6.7 million (2020: $5.8 million) which were outstanding at 31 December 2020 were released to revenue during
the year ended 31 December 2021, with the remainder expected to be released in 2022.
The fair values of these financial instruments are calculated by discounting the future cash flows to net present values using appropriate market
interest and foreign currency rates prevailing at the year end.
23 Borrowings
2021 2020
Year ended 31 December US$m US$m
On 6 December 2017 the Group issued $125.0 million of 3.88% Series A Senior Notes due 6 December 2024 and $100.0 million of 4.07% Series B
Senior Notes due 6 December 2027 in a US private placement. Interest is payable semi-annually in arrears on 6 June and 6 December of each year
beginning on 6 June 2018. The Senior Notes are unsecured and rank equally with all the Group’s other unsecured and unsubordinated indebtedness.
In April 2021 the Group entered into a $360.0 million three year bank facility, with the ability for two one-year extensions. The facility bears
interest at the risk free rate plus a credit adjustment spread and a margin. The facility also includes an ESG component which impacts the margin
based on performance against three of the Group’s published sustainability targets.
Series A and Series B Senior Notes at 31 December 2021 of $227.5 million includes a fair value adjustment to the nominal amount
outstanding of $2.5 million, for which the Group has interest rate swaps which are accounted for as fair value hedges.
The currency and interest rate profile of the Group’s borrowings is included in note 32 on page 183.
2021 2020
Provided/ Unprovided/ Provided/ Unprovided/
(recognised) (unrecognised) (recognised) (unrecognised)
US$m US$m US$m US$m
Certain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balances (after offset) for financial
reporting purposes:
At the year end, the Group had approximately $1.6 billion (2020: $1.6 billion) of unused gross income tax losses and approximately $1.4 billion
(2020: $1.5 billion) of unused gross capital losses available for offset against future profits. A deferred tax asset of $11.4 million (2020: $13.6
million) has been recognised in respect of $36.9 million (2020: $56.7 million) of such income tax losses. No deferred tax asset has been recognised
in respect of the remaining losses due to lack of certainty regarding the availability of future taxable income. Such losses are only recognised in
the financial statements to the extent that it is considered more likely than not that sufficient future taxable profits will be available for offset.
At 31 December 2021, the aggregate amount of temporary differences associated with undistributed earnings of subsidiaries for which deferred
tax liabilities have not been recognised is $5.3 million (2020: $4.3 million). Deferred tax on distribution of these profits has not been provided on
the grounds that the Group is able to control the timing of the reversal of the remaining temporary differences and it is probable that they will
not reverse in the foreseeable future.
25 Provisions
2021 2020
Year ended 31 December US$m US$m
Other provisions include the amounts set aside to cover certain legal and other regulatory claims, including in respect of the Lower Passaic River
(see note 28 for further details), which are expected to be substantially utilised within the next ten years.
26 Share capital
2021 2020
Year ended 31 December Number US$m Number US$m
During the year ended 31 December 2021 the Company issued 493,113 ordinary shares of 5p each (2020: 7,261,231) following the exercise of
share options as set out below:
Number of shares US$m
The own shares reserve of $0.5 million at 31 December 2021 (2020: $3.2 million) represents the cost of shares in Coats Group plc purchased in the
market and held by an Employee Benefit Trust to satisfy awards under the Group’s share based incentive plans.
The number of shares held by the Employee Benefit Trust at 31 December 2021 was 2,020,306 (2020: 7,010,248).
Details of share awards outstanding under the Group’s LTIP and Deferred Bonus Plans are set out in note 33.
The proportion of ownership interests and voting rights of non-wholly owned subsidiaries of the Group held by non-controlling interests is set out
on pages 198 to 206.
CC has analysed its predecessor’s operating history prior to 1950, when it left the LPR, and has concluded that it was not responsible for the
contaminants and environmental damage that are the primary focus of the EPA process. CC also believes that there are many parties that will
participate in the LPR’s remediation, including those that are the most responsible for its contamination.
In March 2016, EPA issued a Record of Decision selecting a remedy for the lower 8 miles of the LPR at an estimated cost of $1.38 billion on
a net present value basis. The EPA’s Record of Decision did not include a remedial decision for the upper 9 miles of the LPR. The EPA may consider
a remedial alternative proposed by the CPG for the upper 9 miles, or it may select a different remedy. Discussions with EPA regarding the nature
and timing of such a decision are ongoing.
EPA has entered into an administrative order on consent (AOC) with Occidental Chemical Corporation (OCC), which has been identified as
being responsible for the most significant contamination in the river, concerning the design of the selected remedy for the lower 8 miles of the
LPR. Maxus Energy Corporation (Maxus), which provided an indemnity to OCC that covered the LPR, has been granted Chapter 11 bankruptcy
protection, but OCC remains responsible for its remedial obligations even in the absence of Maxus’ indemnity. The approved bankruptcy plan also
created a liquidating trust to pursue potential claims against Maxus’ parent entity, YPF SA, and potentially others, which could result in additional
funding for the LPR remedy. While the ultimate costs of the remedial design and the final remedy are expected to be shared among hundreds of
parties, including many who are not currently in the CPG, the final allocation of remedial costs among those parties in a settlement or court
ruling has not yet been determined.
In March 2017, EPA notified 20 parties not associated with the disposal or release of any contaminants of concern as being eligible for early cash
out settlements. As expected, EPA did not identify CC as one of the 20 parties. EPA invited approximately 80 other parties, including CC, to
participate in an allocation process to determine their respective allocation shares and potential eligibility for future cash out settlements. In the
allocation, CC presented factual and scientific evidence that it is not responsible for the discharge of dioxins, furans or PCBs – the contaminants
that are driving the remediation of the LPR – and that it is a de minimis or even smaller de micromis party. The confidential allocation process
concluded in December 2020. CC continues to believe that it should be a de minimis or even smaller de micromis party in an eventual settlement
or court ruling allocating remedial costs.
In 2015, a provision of $9.0 million was recorded for remediation costs for the entire 17 miles of the LPR. This provision was based on CC’s
estimated share of de minimis costs for EPA’s selected remedy for the lower 8 miles of the LPR and the remedy proposed by the CPG for the
upper 9 miles. A separate provision of $6.8 million was recorded for associated legal and professional costs in defence of CC’s position. Both of
these charges to the income statement were net of insurance reimbursements and were stated on a net present value basis. During the year ended
31 December 2018, an additional provision of $8.0 million was recorded as an exceptional item to cover legal and professional fees. The Group will
continue to mitigate additional costs as far as possible through insurance and other avenues.
As at 31 December 2021, $13.8 million of this provision had been utilised. The remaining provision at 31 December 2021, taking into account
insurance reimbursement, was $11.2 million (2020: $12.6 million). The process concerning the LPR continues to evolve and these estimates are
subject to change based upon legal defence costs associated with the EPA sponsored allocation and OCC’s lawsuit, the scope of the remedy
selected by EPA for the upper nine miles, the share of remedial costs to be paid by the major polluters on the river, and the share of remaining
remedial costs apportioned among CC and other companies.
Coats believes that CC’s predecessor did not generate any of the contaminants which are driving the current and anticipated remedial actions in
the LPR, that it has valid legal defences which are based on its own analysis of the relevant facts, that it is a de minimis or even smaller de micromis
party, and that additional parties not currently in the CPG will be responsible for a significant share of the ultimate costs of remediation. However,
as this matter evolves, it is nonetheless still possible that additional provisions could be recorded and such provisions could increase materially based
on further decisions by EPA, negotiations among the parties, and other future events.
Following the sale of the North America Crafts business, including CC, announced on 22 January 2019, Coats North America Consolidated Inc.
(the seller) retains the control and responsibility for the eventual outcome of the ongoing LPR environmental matters, including the rights to
the related insurance reimbursements.
29 Capital commitments
As at 31 December 2021, the Group had commitments of $5.1 million in respect of contracts placed for future capital expenditure
(2020: $3.7 million).
c) Investment income
2021 2020
Year ended 31 December US$m US$m
Acquisition of property, plant and equipment and intangible assets (31.2) (15.4)
Acquisition of other equity investments 0.1 0.1
Disposal of property, plant and equipment 0.8 3.0
(30.3) (12.3)
f) Net debt
2021 2020
Year ended 31 December US$m US$m
For financial covenant purposes, the Group’s leverage is calculated on the basis of net debt without IFRS 16 lease liabilities and at the Coats Group
Finance Company Limited level. Net debt excluding IFRS 16 lease liabilities at the Coats Group Finance Company Limited level at 31 December 2021
for covenant purposes was $148.0 million (31 December 2020: $177.0 million).
Total
Series A financing Cash
and Series B Bank Lease Bank activity at bank
Senior Notes loans liabilities overdrafts liabilities and in hand Net debt
US$m US$m US$m US$m US$m US$m US$m
The non-cash movement during the year ended 31 December 2021 of $2.9 million (2020: $5.4 million) within Series A and Series B Senior Notes
represents the movement in the fair value adjustment to the nominal amount outstanding of $225.0 million and relates to interest rate swaps
which are accounted for as fair value hedges.
The non-cash movement during the year ended 31 December 2021 of $55.3 million (2020: $19.7 million) within lease liabilities relates to
the following: the unwind of lease liabilities of $5.2 million (2020: $3.9 million) and the impact of entering into new leases, disposals
and modification of existing leases of $50.1 million (2020: $15.8 million).
Total net debt is presented in the consolidated statement of financial position as follows:
2021 2020
Year ended 31 December US$m US$m
Current assets:
Cash and cash equivalents 107.2 71.9
Current liabilities:
Bank overdrafts and other borrowings (19.2) (22.8)
Lease liabilities (17.8) (16.4)
Non-current liabilities:
Borrowings (235.1) (229.7)
Lease liabilities (81.2) (49.6)
Total net debt (246.1) (246.6)
Trading transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in
this note. Transactions between the Group and its joint ventures are disclosed below.
During the year, Group companies entered into the following transactions with related parties who are not members of the Group:
Amounts owing by/(to) joint ventures at the year end are disclosed in notes 19 and 21. All transactions with joint ventures are at an arm’s length
and payment terms are consistent with normal trading terms with third parties.
Financial assets:
• cash and cash equivalents;
• trade and other receivables that arise directly from the Group’s operations; and
• derivatives, including forward foreign currency contracts and interest rate swaps.
Financial liabilities:
• trade, other payables and certain provisions that arise directly from the Group’s operations;
• bank borrowings and overdrafts; and
• derivatives, including forward foreign currency contracts and interest rate swaps.
Financial liabilities
The Group’s financial liabilities are summarised below:
2021 2020
Year ended 31 December US$m US$m
Other financial liabilities include other payables, other than taxation and other statutory liabilities.
2021 2020
Book value Fair value Book value Fair value
Year ended 31 December US$m US$m US$m US$m
Market values have been used as proxies for the fair value of all listed investments. Unlisted investments are stated at fair value. For floating rate
financial assets and liabilities, and for fixed rate financial assets and liabilities with a maturity of less than 12 months, it has been assumed that
fair values are approximately the same as book values. Fair values for forward foreign currency contracts have been estimated using applicable
forward exchange rates at the year end. All other fair values have been calculated by discounting expected cash flows at prevailing interest rates.
2021
Financial assets measured at fair value through the income statement:
Trading derivatives 3.6 – 3.6 –
Derivatives designated as effective hedging instruments 1.9 – 1.9 –
Financial assets measured at fair value through the statement of
comprehensive income:
Other investments 6.0 1.0 – 5.0
11.5 1.0 5.5 5.0
2020
Financial assets measured at fair value through the income statement:
Trading derivatives 4.4 – 4.4 –
Derivatives designated as effective hedging instruments 4.6 – 4.6 –
Financial assets measured at fair value through the statement of
comprehensive income:
Other investments 6.1 1.1 – 5.0
15.1 1.1 9.0 5.0
2021
Financial liabilities measured at fair value through the income statement:
Trading derivatives (0.9) – (0.9) –
Borrowings (67.5) – (67.5) –
(68.4) – (68.4) –
2020
Financial liabilities measured at fair value through the income statement:
Trading derivatives (0.3) – (0.3) –
Borrowings (70.4) – (70.4) –
(70.7) – (70.7) –
Level 1 financial instruments are valued based on quoted bid prices in an active market. Level 2 financial instruments are measured by discounted
cash flow. For interest rates swaps future cash flows are estimated based on forward interest rates (from observable yield curves at the end of the
reporting period) and contract interest rates, discounted at a rate that reflects the credit risk of the various counterparties. For foreign exchange
contracts future cash flows are estimated based on forward exchange rates (from observable forward exchange rates at the end of the reporting
period) and contract forward rates, discounted at a rate that reflects the credit risk of the various counterparties. Equity instruments that are
classified as level 3 financial instruments relate to the Group’s investment in Twine Solutions Limited. Given the business is at an early stage of its
lifecycle and there have been no indications of impairment, the carrying value is deemed to approximate to fair value.
The Group’s policies for managing those risks are described on pages 180 to 187 and, except as noted, have remained unchanged since the
beginning of the year to which these financial statements relate.
Currency risk
The income and capital value of the Group’s financial instruments can be affected by exchange rate movements as a significant portion of
both its financial assets and financial liabilities are denominated in currencies other than US Dollars, which is the Group’s presentational currency.
The accounting impact of these exposures will vary according to whether or not the Group company holding such financial assets and liabilities
reports in the currency in which they are denominated.
The Board recognises that the Group’s US Dollar statement of financial position will be affected by short-term movements in exchange rates,
particularly the value of Sterling, Euro, Indian Rupee and Brazilian Real. The Group’s investments reflect the requirements of its customers, which
results in investments in potentially more volatile developing market currencies. However, as a diverse global business, there are many natural
offsets within the Group that tend to mitigate the risk associated with any individual currency volatility.
The Group uses forward foreign currency contracts to mitigate the currency exposure that arises on business transacted by group companies
in currencies other than their functional currency. Such foreign currency contracts are only entered into when there is a commitment to the
underlying transaction. The contracts used to hedge future transactions typically have a maturity of between three months and one year.
Interest rate risk is managed by maintaining an appropriate mix between fixed and floating rate borrowings using interest rate swap contracts.
Interest rate swaps are accounted for as fair value or cash flow hedges, depending on initial designation. Hedging activities are evaluated regularly
to align with interest rate views and risk appetite. In order to achieve hedge effectiveness, when entering into interest rate swap contracts, the cash
flows, interest rate references and maturity of the underlying exposure of the hedged item are considered so as to match the hedging instrument.
The ratio of fixed to floating rate hedging is established according to Group policy which prescribes a banded range for the fixed to floating ratio.
The ratio of fixed to floating will decrease over a rolling 5-year period.
As at 31 December 2021 the Group has fixed to floating interest rate swap contracts designated as fair value hedges against $65.0 million of
fixed interest Senior Notes. The fair value of these hedges as at 31 December 2021 was $1.9 million (see note 20) and borrowings includes
a corresponding fair value adjustment to the nominal amount outstanding in the Consolidated Statement of Financial Position.
The Group’s interest income does not vary significantly from the returns it would generate through investing surplus cash at floating rates
of interest since the interest rates are re-set on a regular basis.
A reasonably possible change of one per cent in market interest rates would reduce profit before tax by approximately $2.5 million (2020:
$2.2 million), and would reduce shareholders’ funds by approximately $2.5 million (2020: $2.2 million).
Trade and other receivables and trade and other payables are excluded from the following disclosure (other than the currency disclosures)
as there is limited interest rate risk.
The Group’s capital structure comprises cash and cash equivalents and borrowings (see Summary of net debt on page 174), and share capital
and reserves attributable to the equity shareholders of the Company.
Currency exposure
The table below shows the extent to which Group companies have financial assets and liabilities, excluding forward foreign currency contracts,
in currencies other than their functional currency. Foreign exchange differences arising on retranslation of these assets and liabilities are taken to
the Group income statement. The table excludes loans between Group companies that form part of the net investment in overseas subsidiaries
on which the exchange differences are dealt with through reserves, but includes other Group balances that eliminate on consolidation.
2021 2020
Cash and Trade and Derivative Cash and Trade and Derivative
cash other financial cash other financial
Investments equivalents receivables instruments Total Investments equivalents receivables instruments Total
31 December US$m US$m US$m US$m US$m US$m US$m US$m US$m US$m
Currency:
Sterling – 0.4 4.7 66.0 71.1 – 0.1 5.3 104.5 109.9
United States
dollars 5.0 55.1 127.2 (99.7) 87.6 5.0 40.0 111.1 (106.8) 49.3
Euros 0.1 2.5 22.7 (14.9) 10.4 0.1 1.7 21.7 – 23.5
Indian Rupees 0.9 9.2 22.3 12.5 44.9 1.0 8.0 22.2 1.6 32.8
Brazilian Reals – 2.2 22.9 – 25.1 – 2.6 13.2 (3.9) 11.9
Other currencies – 37.8 75.8 41.6 155.2 – 19.5 75.1 13.6 108.2
Total financial
assets 6.0 107.2 275.6 5.5 394.3 6.1 71.9 248.6 9.0 335.6
The investments included above comprise listed and unlisted investments in shares and bonds.
2021 2020
Derivative Derivative
Floating Interest Lease financial Floating Lease financial
rate Fixed rate free liabilities instruments Total rate Fixed rate Interest free liabilities instruments Total
31 December US$m US$m US$m US$m US$m US$m US$m US$m US$m US$m US$m US$m
Currency:
Sterling 0.5 – 13.8 4.5 (42.9) (24.1) 0.2 – 11.4 5.1 (9.6) 7.1
United States
dollars 79.6 160.0 143.6 17.1 42.8 443.1 82.3 160.0 100.4 13.1 (9.8) 346.0
Euros 9.4 – 17.5 9.5 10.3 46.7 6.6 – 12.9 2.5 20.0 42.0
Indian Rupees – – 52.0 10.3 – 62.3 – – 37.8 13.3 – 51.1
Brazilian Reals – – 10.4 – 1.2 11.6 – – 11.7 0.1 4.1 15.9
Other currencies 2.0 2.8 105.9 57.6 (10.5) 157.8 – 3.5 77.1 31.9 (4.4) 108.1
Total financial
liabilities 91.5 162.8 343.2 99.0 0.9 697.4 89.1 163.5 251.3 66.0 0.3 570.2
The benchmark for determining floating rate liabilities in the UK is the risk-free rate for both sterling and US$ amounts.
Details of fixed and non interest-bearing liabilities (excluding derivatives and trade and other payables) are provided below:
2021 2020
Financial Financial
Fixed rate liabilities on Fixed rate liabilities on
financial which no financial which no
liabilities interest is paid liabilities interest is paid
Weighted Weighted
Weighted average Weighted Weighted average Weighted
average period for average average period for average
interest which rate period until interest which rate period until
rate is fixed maturity rate is fixed maturity
Year ended 31 December % (months) (months) % (months) (months)
Currency:
Sterling – – 18 – – 18
United States dollars 4.00 58 – 4.00 70 –
Other currencies 23.95 9 – 16.74 10 –
Currency:
Sterling 109.6 114.1 (0.7) –
United States dollars 35.2 32.1 (179.6) (133.8)
Euros – – (25.2) (20.0)
Indian Rupee 12.5 1.6 – –
Brazilian Real – – (1.2) (7.9)
Other currencies 64.2 25.5 (12.1) (7.5)
221.5 173.3 (218.8) (169.2)
The sensitivity analyses below have been determined based on the exposure to reasonably possible price changes for the investments held at the
year end.
2021 2020
Year ended 31 December US$m US$m
Liquidity risk
The Group typically holds cash balances in deposits with a short maturity. Additional resources can be drawn through committed borrowing
facilities at operating subsidiary level. During the year the Group has complied with all externally imposed capital requirements.
The Group had the following undrawn committed borrowing facilities in respect of which all conditions precedent had been met at the year-end:
2021 2020
Year ended 31 December US$m US$m
2021 2020
Year ended 31 December US$m US$m
The above table comprises the gross amounts payable in respect of borrowings (including interest thereon), trade and other non-statutory payables
and certain provisions, over the period to the maturity of those liabilities.
Credit risk
2021 2020
Year ended 31 December US$m US$m
Trade receivables consist of a large number of customers, spread across diverse geographical areas and industries.
Customers requesting credit facilities are subject to a credit quality assessment, which may include a review of their financial strength, previous
credit history with the Group, payment record with other suppliers, bank references and credit rating agency reports. All active customers are
subject to an annual, or more frequent if appropriate, review of their credit limits and credit periods.
The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which requires the use of the lifetime
expected loss provision for all trade receivables (see note 19).
When determining expected losses for trade receivables, the Group takes into account the historical default experience and the financial position
of the counterparties, as well as the future prospects considering various sources of information.
The Group does not have a significant credit risk exposure to any single customer.
At 31 December 2021, the fair value of such instruments was a net asset of $4.6 million (2020: $8.7 million).
Interest rate swap fair value hedges outstanding at 31 December are expected to increase the income statement in the following periods:
2021 2020
Year ended 31 December US$m US$m
The interest rate swaps settle on a quarterly basis. The floating rate on the interest rate swaps is three months’ LIBOR.
33 Share-based payments
The total cost recognised in the consolidated Income Statement in respect of equity settled share-based payment plans was as follows:
2021 2020
Year ended 31 December US$m US$m
The average share price for the year ended 31 December 2021 was 65.8p (2020: 58.7p).
LTIP
Under the terms of the Coats Group LTIP, executive directors and key senior executives may be awarded each year conditional entitlements to
ordinary shares in the Company (in the form of nil cost options). The vesting of awards is subject to the satisfaction of a three-year performance
condition, which is determined by the Remuneration Committee at the time of grant. The performance condition includes both market and
non-market based measures.
The options outstanding at 31 December 2021 had a weighted average remaining contractual life of 7.7 years (2020: 7.7 years).
2021 2020
Deferred bonuses
Under the terms of the Coats Group Deferred Bonus Plan, any bonuses awarded to executive directors and key senior management will be the
subject of a mandatory 25% to 50% deferred into shares, to be held for a three year retention period. Annual bonuses will be determined by
reference to performance, in the normal course measured over one financial year. Awards are normally exercisable after three years.
The options outstanding at 31 December 2021 had a weighted average remaining contractual life of 7.6 years (2020: 8.3 years).
The Group’s alternative performance measures and key performance indicators are aligned to the Group’s strategy and together are used to
measure the performance of the business. A number of these measures form the basis of performance measures for remuneration incentive
schemes.
Alternative performance measures are non-GAAP (Generally Accepted Accounting Practice) measures and provide supplementary information
to assist with the understanding of the Group’s financial results and with the evaluation of operating performance for all the periods presented.
Alternative performance measures, however, are not a measure of financial performance under International Financial Reporting Standards (IFRS)
as adopted by the UKEB and should not be considered as a substitute for measures determined in accordance with IFRS. As the Group’s alternative
performance measures are not defined terms under IFRS they may therefore not be comparable with similarly titled measures reported by other
companies.
A reconciliation of alternative performance measures to the most directly comparable measures reported in accordance with IFRS is provided on
pages 188 to 192.
The effects of currency changes are removed through restating prior year revenue and operating profit at current year exchange rates.
The principal exchange rates used are set out in note 1.
Organic revenue growth on a CER basis measures the ability of the Group to grow sales by operating in selected geographies and segments
and offering differentiated cost competitive products and services.
Adjusted organic operating profit growth on a CER basis measures the underlying profitability progression of the Group.
Adjusted operating profit is calculated by adding back exceptional and acquisition related items (see note 4 for further details).
2021 2020 %
Year ended 31 December US$m US$m Growth
2021 2020 %
Year ended 31 December US$m US$m Decline
1. Revenue and operating loss from acquisitions of $4.3 million and $0.2 million respectively relates to Pharr High Performance Yarns (“Pharr HP”) for the month of
January 2021. Pharr HP was acquired in February 2020.
2. Refer to the consolidated income statement for a reconciliation of profit before taxation to operating profit from continuing operations.
Operating profit from continuing operations before exceptional and acquisition related items and before depreciation of owned fixed assets
and right-of-use assets and amortisation (Adjusted EBITDA) is as set out below:
2021 2020
Year ended 31 December US$m US$m
1. Refer to the consolidated income statement for a reconciliation of profit before taxation to operating profit from continuing operations.
Net debt including lease liabilities under IFRS 16 at 31 December 2021 was $246.1 million (2020: $246.6 million).
This gives a leverage ratio of net debt including lease liabilities to Adjusted EBITDA at 31 December 2021 of 1.0 (2020: 1.5).
Net debt excluding lease liabilities under IFRS 16 at 31 December 2021 was $147.1 million (2020: $180.6 million). This gives a leverage ratio
on a pre-IFRS 16 basis at 31 December 2021 of 0.7 (2020: 1.2).
For the definition and calculation of net debt excluding lease liabilities see note 30 (f).
A significant proportion of the Group’s net interest on pension scheme assets and liabilities relates to UK pension plans for which there is no
related current or deferred tax credit or charge recorded in the income statement. The Group’s net interest on pension scheme assets and liabilities
is adjusted in arriving at the underlying effective tax shown below and, in management’s view, were this not adjusted it would distort the
alternative performance measure. This is consistent with how the Group monitors and manages the underlying effective tax rate.
2021 2020
Year ended 31 December US$m US$m
The weighted average number of Ordinary Shares used for the calculation of adjusted earnings per share for the year ended 31 December 2021
is 1,457,076,765 (2020: 1,455,587,353), the same as that used for basic earnings per ordinary share from continuing operations (see note 11).
Consistent with previous periods, adjusted free cash flow is defined as cash generated from continuing activities less capital expenditure, interest,
tax, dividends to minority interests and other items, and excluding exceptional and discontinued items, acquisitions, purchase of own shares by
the Employee Benefit Trust and payments to the UK pension scheme.
Change in net debt resulting from cash flows (free cash flow) 32.6 (23.2)
Acquisition of businesses – 37.3
Net cash outflow from discontinued operations – 0.1
Payments to UK pension scheme 42.4 10.9
Net cash flows in respect of other exceptional and acquisition related items 10.5 (1.1)
Purchase of own shares by Employee Benefit Trust – 3.1
Dividends paid to equity shareholders 27.4 0.2
Tax outflow in respect of adjusted cash flow items – 0.7
Adjusted free cash flow 112.9 28.0
2021 2020
Year ended 31 December US$m US$m
Operating profit from continuing operations before exceptional and acquisition related items1 193.1 110.6
Non-current assets:
Acquired intangible assets 36.8 41.8
Property, plant and equipment 244.5 254.4
Right-of-use assets 91.6 60.7
Trade and other receivables 28.7 19.0
Current assets:
Inventories 250.1 187.0
Trade and other receivables 302.7 274.5
Current liabilities:
Trade and other payables (346.8) (255.7)
Lease liabilities (17.8) (16.4)
Non-current liabilities
Trade and other payables (24.2) (18.1)
Lease liabilities (81.2) (49.6)
Capital employed 484.4 497.6
ROCE 40% 22%
2021 2020
31 December Notes US$m US$m
Fixed assets:
Investments 4 1,244.2 1,244.2
Current assets:
Cash at bank and in hand 0.8 0.6
Creditors: amounts falling due within one year:
Loans from subsidiary undertakings (68.7) (70.7)
Trade and other payables (0.6) (0.3)
Net current liabilities (68.5) (70.4)
Net assets 1,175.7 1,173.8
Capital and reserves:
Share capital 5 90.1 90.1
Share premium account 10.5 10.5
Capital redemption reserve 14.1 14.1
Share options reserve 18.5 18.5
Capital reduction reserve 59.8 59.8
Own shares 5 (0.5) (3.2)
Profit and loss account 983.2 984.0
Shareholders’ funds 1,175.7 1,173.8
The Company reported a profit for the financial year ended 31 December 2021 of $28.2 million (2020: $2.2 million loss).
1 January 2020 89.6 10.5 14.1 18.5 59.8 (5.7) 988.6 1,175.4
Loss and total
comprehensive expense
for the year – – – – – – (2.2) (2.2)
Issue of ordinary shares 0.5 – – – – – (0.5) –
Movement in own shares – – – – – 2.5 (1.9) 0.6
31 December 2020 90.1 10.5 14.1 18.5 59.8 (3.2) 984.0 1,173.8
Profit and total
comprehensive expense
for the year – – – – – – 28.2 28.2
Dividends to equity
shareholders – – – – – – (27.6) (27.6)
Movement in own shares – – – – – 2.7 (1.4) 1.3
31 December 2021 90.1 10.5 14.1 18.5 59.8 (0.5) 983.2 1,175.7
2021 2020
Year ended 31 December US$m US$m
1 Accounting policies
The principal accounting policies are summarised below. They have all been applied consistently throughout the year and to the preceding year.
Functional currency
The functional currency of Coats Group plc continued to be United States dollars (USD) during the year ended 31 December 2021.
d) Impairment of assets
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence
of impairment, an impairment loss is recognised in the profit and loss and the assets is reduced to its recoverable amount. The recoverable amount
is the higher of its fair value less costs to sell and its value in use.
e) Share-based payments
Cash-settled
Cash-settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at each reporting
date. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in liabilities.
Equity-settled
The Group operates an equity-settled Long Term Incentive Plan for executives and senior management, settlement is in the form of Coats Group
plc shares. Awards under this plan are subject to both market-based and non-market-based vesting criteria.
The fair value at the date of grant is established by using an appropriate simulation method to reflect the likelihood of market-based performance
conditions being met. As the Long Term Incentive Plan relates to employees of a subsidiary, when there is no recharge of the cost, the fair value is
charged to Investments on a straight-line basis over the vesting period, with appropriate adjustments being made during this period to reflect
expected vesting for non market-based performance conditions and forfeitures. The corresponding credit is to shareholders’ funds.
To satisfy awards under this Plan, shares may be purchased in the market by an Employee Benefit Trust (EBT) over the vesting period. Coats Group
plc is the sponsoring employer of the EBT and its activities are considered an extension of the Company’s activities. Therefore the shares purchased
by the EBT are included as a deduction from shareholders’ funds and other assets and liabilities of the EBT are recognised as assets and liabilities of
Coats Group plc.
f) Taxation
Provision is made for taxation assessable on the profit or loss for the year as adjusted for disallowable and non-taxable items. Deferred taxation
is provided in full in respect of timing differences which have arisen but not reversed at the balance sheet date, except that deferred tax assets
(including those attributable to tax losses carried forward) are only recognised if it is considered more likely than not that they will be recovered.
Deferred taxation is measured on a non-discounted basis.
g) Dividends
Dividends proposed are recognised in the period in which they are formally approved for payment.
There are no sources of estimation uncertainty at the balance sheet date, that may have a significant risk of causing material adjustment to the
carrying amounts of assets and liabilities within the next financial year.
Details of directors’ remuneration are set out on pages 96 to 113 within the Remuneration Report and form part of these financial statements.
3 Dividends
Dividends amounting to $27.6 million in respect of the year ended 31 December 2021 were payable to Coats Group plc shareholders during the
year (2020: $nil). Details of the proposed final dividend for the year ended 31 December 2021 are set out in note 12 of the consolidated
financial statements.
4 Investments
Investments in subsidiary
undertakings
US$m
The movement in share capital during the year is set out in note 26 of the consolidated financial statements.
The own shares reserve at 31 December 2021 of $0.5 million (2020: $3.2 million) represents the cost of shares in Coats Group plc purchased
in the market and held by an Employee Benefit Trust to satisfy awards under the Group’s share based incentive plans. The number of shares
held by the Employee Benefit Trust at 31 December 2021 was 2,020,306 (2020: 7,010,248).
As at 31 December 2021 the Company had distributable profits of $220.1 million (2020: $218.2 million).
Group structure
The Company, through various subsidiaries, has branches in several different jurisdictions in which the business operates outside the UK. Unless
otherwise indicated, all shareholdings owned directly or indirectly by the Company represents 100% of issued share capital of the subsidiary.
Subsidiaries:
Direct holdings of the Company
United Kingdom Arrow HJC 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom B. M. Estates Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Coats Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Contractors’ Aggregates Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom GPG (UK) Holdings Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom GPG March 2004 Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom MFC (Predecessors) Limited Mazars Llp, 45 Church Street, Birmingham, £1.00 Ordinary
B3 2RT, United Kingdom
United Kingdom S G Warburg Group Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
Subsidiaries:
Indirect holdings of the Company
Argentina Coats Cadena S.A. – Argentina Tucuman 1, 4th Floor, (1049) Capital Federal, ARS1.00 Ordinary Nominal
Argentina
Australia Coats Australian Pty Ltd Unit 2, 56 Keys Road, Moorabbin VIC 3189, AUD0.54 Ordinary
Australia
Australia GPG Services Pty Limited Level 44, 600 Bourke Street, Melbourne, AUD1.00 Ordinary
Victoria, 3000, Australia
Australia Guinness Peat Group (Australia) Level 44, 600 Bourke Street, Melbourne, AUD1.00 Ordinary, AUD14,977.77
Pty Limited Victoria, 3000, Australia Redeemable Preference
Australia Sabatica Pty Limited Level 44, 600 Bourke Street, Melbourne, AUD1.00 Ordinary
Victoria, 3000, Australia
Bangladesh Coats Bangladesh Limited Tower 117, 117/A Tejgaon Industrial Area, BDT100.00 Ordinary (80%)
Dhaka 1208, Bangladesh
Bangladesh Coats Crafts Bangladesh Limited Novo Tower, 270 Tejgaon Industrial Area, BDT100.00 Ordinary (80%)
Dhaka 1208, Bangladesh
Brazil Coats Corrente Ltda Rua do Manifesto, N 705, Bloco A, Ipiranga, BRL1.00 Ordinary
Sao Paulo, SP BR, Brazil
Brazil Corrente Sociedade de Rua do Manifesto, N 705, Bloco A, Ipiranga, Civil association
Previdência Privada Sao Paulo, SP BR, Brazil
Bulgaria Coats Bulgaria Eood Tharigradsko shouse bld 7th Km, Sofia 1748, BGL50.00 Ordinary
Bulgaria
Canada Coats Canada Inc 10 Roybridge Gate Blvd, Vaughan ON L4H Common (no par value)
3M8, Canada
Canada Staveley Services Canada Inc 44 Chipman Hill, Suite 1000, Saint John NB CAD Common, CAD Class A Pref 1,
E2L 2A0, Canada CAD Class A Pref 2
Chile Coats Cadena Ltda Enrique Gomez Correa 5750, 3er piso, US$1.00 Ordinary
Oficina No.4, Macul, Santiago, Chile
Chile The Central Agency Limited – Enrique Gomez Correa 5750, 3er piso, US$1.00 Ordinary
Chile Oficina No.4, Macul, Santiago, Chile
China Coats Opti Shenzhen Limited Coats Industrial Park, Fengtang Dadao, US$1.00 Ordinary (90%)
Tangwei Village,Bao’an District, Shenzen,
Fuyong Town, China
China Coats Shenzhen Limited Shenzhen Coats Industrial Park, Fuyong US$1.00 Ordinary (90%)
Town, Baoan District, Shenzhen, China
China Guangzhou Coats Limited Unit B12, 2nd Floor, 2nd Building, No 11 Hao HKD1.00 Ordinary (90%)
Ke Zhou East Street, Haizhu District,
Guangzhou, China
China Qingdao Coats Limited No. 6, Sanhuan Road, Jimo Environmental US$1.00 Ordinary (90%)
Protection Industrial Park, Jimo District,
Shandong, China
China Shanghai Coats Limited No.8 Building, Export Processing Garden, US$1.00 Ordinary (90%)
Songjiang Industrial Zone 201613, Shanghai,
China
Colombia Coats Cadena Andina SA – Avenida Santander, N.5E-87, Pereira, COP20.63 Ordinary
Colombia Colombia
Ecuador Coats Cadena SA Ecuador De las Avellanas E, 2-74 y El Juncal, Quito, US$1.00 Ordinary
Ecuador
Egypt Coats Craft Egypt New Cairo, 5th settlement, Villa 28, Egypt EGP1.00 Ordinary
Egypt Coats Egypt for manufacturing Industrial Area Zone B3, Plot 78, 10th of US$14.0625 Ordinary
and dyeing sewing thread SAE Ramadan City, Cairo, Egypt
Egypt Coats Industrial Trading Egypt Industrial Area Zone B3, Plot 62, 10th of EGP4000.00 Ordinary
Ramadan City, Cairo, Egypt
El Salvador Coats El Salvador, S.A. de C.V. Zona Franca Export Salva, Edificio No 18C, US$12.00 Ordinary
San Salvador, El Salvador
Estonia Coats Eesti AS – Estonia Ampri tee 9/4, Lubja küla 74010 Viimsi Vald, €63.90 Ordinary
Harjumaa, Estonia
France Coats France S.A.S. 8 avenue Hoche, 75008, Paris, France €0.60 Ordinary
Germany Coats GmbH Huefingerstrasse 28, D-78199, Braunlingen, €12,000,000.00 Ordinary
Germany
Germany Coats Opti Germany GmbH 1 Suedwieke 180, 26817 Rhauderfehn, €1.00 Ordinary
Germany
Germany Coats Thread Germany GmbH Huefingerstrasse 28, D-78199, Braunlingen, €1.00 Ordinary
Germany
Germany Schwanenwolle Tittel & Krueger RHS, Stadtstrasse 29, 79104 Freiburg, DEM1.00 Ordinary
AG i. L Germany
Guatemala Centraltex de Guatemala, S.A. 26 Avenida No. 7-27, Zona 4, Mixco oficina GTQ100.00 Ordinary
11, Guatemala
Guatemala Coats de Guatemala, S.A. 13-78 Zona 10, Edif. Intercontinental Plaza GTQ1.00 Ordinary
Torre Citigroup Nivel 17, Oficina 1702,
Ciudad, Guatemala
Guatemala Crafts Central America, S.A. 26 Avenida No. 7-27, Zona 4, Mixco oficina GTQ100.00 Ordinary
11, Guatemala
Guatemala Distribuidora Coats de 39 Avenida, 3-47 Zona 7, Colonia El Rodeo, GTQ1.00 Ordinary
Guatemala, Sociedad Anomina Guatemala, Guatemala
Guatemala Guatemala Thread Company 39 Avenida, 3-47 Zona 7, Colonia El Rodeo, GTQ10.00 Ordinary
Sociedad Anonima Guatemala, Guatemala
Honduras Coats Honduras, S.A. Edificio #13 Zona Libre Inhdelva, 800 mts. HNL100.00 Ordinary
Carretera a la Jutosa, Choloma, Cortes,
Honduras
Hong Kong China Thread Development Suite 23-25, Langham Place Office Tower, 8 HKD10.00 Ordinary
Company Limited Argyle Street, Mongkok, Kowloon, Hong
Kong
Hong Kong Coats (China) Limited Suite 23-25, Langham Place Office Tower, 8 HKD10.00 Ordinary
Argyle Street, Mongkok, Kowloon, Hong
Kong
Hong Kong Coats China Holdings Limited Unit 507, 5/F, Chinachem Golden Plaza, 77 HKD10.00 Ordinary
Mody Road, Tsim Sha Tsui, Kowloon, Hong
Kong
Hong Kong Coats Hong Kong Limited Unit 507, 5/F, Chinachem Golden Plaza, 77 HKD10.00 Ordinary (90%)
Mody Road, Tsim Sha Tsui, Kowloon, Hong
Kong
Hong Kong Coats Opti Hong Kong Limited Suite 23-25, Langham Place Office Tower, 8 HKD1.00 Ordinary
Argyle Street, Mongkok, Kowloon, Hong
Kong
Hong Kong Coats Thread HK Limited Suite 23-25, Langham Place Office Tower, 8 HKD10.00 Ordinary
Argyle Street, Mongkok, Kowloon, Hong
Kong
Hong Kong Fast React Asia (HK) Limited Room 2203 22/F, Tower 1, Lippo Centre, 89 HKD1.00 Ordinary
Queensway, Hong Kong
Hong Kong Fastreact Systems (Far East) Co Room 2203 22/F, Tower 1, Lippo Centre, 89 HKD1.00 Ordinary
Limited Queensway, Hong Kong
Hungary Coats Magyarorszag Cernagyarto 1044 Budapest, Vaci ut 91, Hungary HUF100,000.00 Ordinary
es Ertekesito Korlatolt Felelossegu
Tarsasag
India Intellosol Softwares India Private 1/22, Second Floor, Asaf Ali Road, New Delhi, INR10.00 Ordinary
Limited Central Delhi, Delhi, 110002, India
India Madura Coats Private Limited 7th Floor, Jupiter 2A, Prestige Tech Park, INR10.00 Ordinary
Sarjapur Marathalli Ring Road, Bangalore,
560103, India
Indonesia PT. Coats Rejo Indonesia Ventura Building, Lantai 5, Suite 501-B, Jl. RA IDR415.00 Ordinary-A, IDR627.00
Kartini No. 26, Cilandak, Jakarta Indonesia Ordinary-B, US$1.00 Preference
Indonesia PT Coats Trading Indonesia Ventura Building, Lantai 5, Suite 501-B, Jl. RA USD1.00 Ordinary
Kartini No. 26, Cilandak, Jakarta Indonesia
Italy Coats Italy S.r.l. Sesto San Giovanni (MI), Via Milanese, 20 €5,000,000.00 Quota
CAP, 20099, Milan, Italy
Madagascar Coats (Madagascar) International First Immo, Galaxy Industrial Estate, Rue du MGF100,000.00 Ordinary
Dr. Raseta, Andraharo, Antananarivo,
Madagascar
Madagascar Coats (Madagascar) S.AR.L (EPZ) First Immo, Galaxy Industrial Estate, Rue du MGF100,000.00 Ordinary
Dr. Raseta, Andraharo, Antananarivo,
Madagascar
Malaysia Coats Thread (Malaysia) Sdn. 49-B Jalan Melaka Raya 8, Taman Melaka RM10.00 A, RM10.00 B, RM10.00 C
Bhd. Raya, 75000 Melaka, Malaysia (99%)
Mauritius J & P Coats (Mauritius) Ltd Allee des Mangues, Pailles, Mauritius Rs100.00 Ordinary
Mauritius Coats Indian Ocean Holding Co 2nd Floor, IBL House, Caudan, Port-Louis, US$100.00 Ordinary
Limited Mauritius
Mexico Coats Mexico S.A. de C.V. Periferico Sur #3325 Piso 8, Col. San MXP1.00 Ordinary-A, MXP1.00
Jerónimo Lídice, Magdalena Contreras, Ordinary-B
Mexico City, CP10200, Mexico
Morocco Coats Maroc 220 Bld Chefchaouni, Ain Sebaa, Casablanca, MAD100.00 Ordinary
Morocco
Morocco Mercerie Industrielle de 220 Bld Chefchaouni, Ain Sebaa, Casablanca, MAD100.00 Ordinary
Casablanca Morocco
Netherlands Coats Industrial Europe Holdings 4 Longwalk Road, Stockley Park, Uxbridge, €1.00 Ordinary
B.V. UB11 1FE, United Kingdom
Netherlands Coats Industrial Thread Holdings 4 Longwalk Road, Stockley Park, Uxbridge, €1.00 Ordinary
B.V UB11 1FE, United Kingdom
Netherlands Coats Northern Holdings B.V. 4 Longwalk Road, Stockley Park, Uxbridge, €1.00 Ordinary
UB11 1FE, United Kingdom
Netherlands Coats South America Holdings 4 Longwalk Road, Stockley Park, Uxbridge, €1.00 Ordinary
B.V. UB11 1FE, United Kingdom
Netherlands Coats South Asia Holdings B.V. 4 Longwalk Road, Stockley Park, Uxbridge, €1.00 Ordinary
UB11 1FE, United Kingdom
Netherlands Coats Southern Holdings B.V. 4 Longwalk Road, Stockley Park, Uxbridge, €1.00 Ordinary
UB11 1FE, United Kingdom
Netherlands Guinness Peat Group Naritaweg 165, 1043 BW, Amsterdam, €14,957.00 Ordinary
International Holdings BV Netherlands
New Zealand Coats Patons (New Zealand) Ltd 3 Mana Place, Wira, Auckland, New Zealand NZD1.00 Ordinary
Nicaragua Coats de Nicaragua SA Altamira d’este, Rotonda Madrid #235, NIO100.00 Ordinary
Managua, Nicaragua
Pakistan J & P Coats Pakistan (Pvt) Limited Suites 112-113, Prime Office Lobby, Park PKR100.00 Ordinary
Towers, Shahrah-e-Firdousi, Clifton, Karachi,
75600, Pakistan
Peru Coats Cadena SA – Peru Av. Republica de Panama 3461, Piso 9, San PEN 0.01 Ordinary (99%)
Isidro, Lima, Peru
Poland Coats Polska Spolka z 91-214 Lodz, ul, Kaczencowa 16, Poland PLN1,000.00 Ordinary
oganiczona odpowiedzialnoscia
Portugal Coats – Comercio de Linhas, Praca do Almada, No 10, 4490, Povoa do €1.00 Ordinary Bearer Shares
Fechos e Acessorios, Para a Varzim, Portugal
Industria SA
Portugal Companhia de Linha Coats & Praca do Almada, No 10, 4490, Povoa do €1.00 Bare Shares
Clark S.A. Varzim, Portugal
Romania Coats Romania SRL Municipiul Odorheiu Secuiesc, Str. Nicolae RON169.38 Ordinary
Balcescu, Nr. 71, Judetul Harghita, Romania
Russian Federation Coats LLC 53 Lenin Street, Oktyabrsky, Lubertsy, RUB173.55 Ordinary
140060, Moscow Region, Russia
Singapore Coats International Pte. Limited 10 Changi Business Park Central 2, #01-02 SGD1.00 Ordinary
HansaPoint, 486030, Singapore
Singapore Coats Overseas Pte Ltd 10 Changi Business Park Central 2, #01-02 SGD1.00 Ordinary
HansaPoint, 486030, Singapore
South Africa Coats South Africa (Proprietary) 107 Escom Road, New Germany, 3620, KZN, ZAR0.01 Ordinary, ZAR0.01
Limited Natal, South Africa Cumulative Redeemable Preference,
ZAR0.01 Non-redeemable Preference
Shares, ZAR0.01
Non-redeemable
Non-cumulative Variable Rate
Convertible Preference
Spain Gotex S.A. Poligono Industrial Can Roqueta, Calle €6.02 Ordinary
N’Alzina, 79 Sabadell, Barcelona, Spain
Sri Lanka Coats Thread Exports (Private) 479, 8th Floor, HNB Towers, T.B. Jayah LKR100.00 Ordinary (99%)
Limited Mawatha, Colombo 410, Sri Lanka
Sri Lanka Coats Thread Lanka (Private) 479, 8th Floor, HNB Towers, T.B. Jayah LKR10.00 Ordinary (99%)
Limited Mawatha, Colombo 410, Sri Lanka
Sweden Coats Industrial Scandinavia AB Stationsvagen 2, SE-516 31 Dalsjofors, SEK1,000.00 Bearer
Sweden
Switzerland Coats Stroppel AG c/o Haussmann Treuhand AG, Seefeldstrasse CHF2,500.00
45, 8008 Zurich, Switzerland
Thailand Coats Threads (Thailand) Ltd 39/60 Moo 2 Tambol Bangkrachaw, Amphur THB1,000.00 Ordinary
Muang, Samutsakorn Province 74000,
Thailand
Tunisia Coats Industrial Tunisie 52, rue du Tissage, Douar Hicher, Manouba, TND10.00 Ordinary
2086, Tunisia
Tunisia Coats Trading Tunisie 52, rue du Tissage, Douar Hicher, Manouba, TND10.00 Ordinary
2086, Tunisia
Turkey Coats (Turkiye) Iplik Sanayii AS Organize Sanayi Bolgesi Mavi Cad. No 2, TRY1.00 New Ordinary (92%)
16220 Bursa, Turkey
Ukraine Coats Ukraine Ltd Moskovskiy ave. 28A, litera B, Kiev, 04655, UAH1.00 Ordinary
Ukraine
United Kingdom Allied Mutual Insurance Services 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
Ltd UB11 1FE, United Kingdom
United Kingdom Anfield 1 Limited Mazars Llp, 45 Church Street, Birmingham, £1.00 Ordinary
B3 2RT United Kingdom
United Kingdom Anfield 2 Limited Mazars Llp, 45 Church Street, Birmingham, £1.00 Ordinary, £1.00 Deferred
B3 2RT United Kingdom
United Kingdom Barbour Threads Limited Cornerstone, 107 West Regent Street, £10.00 Ordinary
Glasgow, G2 2BA, United Kingdom
United Kingdom Brown Shipley Holdings Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Brunel Pension Trustees Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Cardpad Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Coats (UK) Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Coats Digital Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Coats Finance Co. Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Coats Group Finance Company 4 Longwalk Road, Stockley Park, Uxbridge, £0.33 Ordinary
Limited UB11 1FE, United Kingdom
United Kingdom Coats Holding Company 4 Longwalk Road, Stockley Park, Uxbridge, £0.125 Ordinary
(No. 1) Limited UB11 1FE, United Kingdom
United Kingdom Coats Holding Company 4 Longwalk Road, Stockley Park, Uxbridge, £0.25 Ordinary
(No. 2) Limited UB11 1FE, United Kingdom
United Kingdom Coats Holdings Ltd 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Coats Industrial Thread Brands 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
Limited UB11 1FE, United Kingdom
United Kingdom Coats Industrial Thread Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Coats Patons Limited Cornerstone, 107 West Regent Street, £0.25 Ordinary
Glasgow, G2 2BA, United Kingdom
United Kingdom Coats Pensions Trustee Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Coats Property Management 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
Limited UB11 1FE, United Kingdom
United Kingdom Coats Shelfco (BDA) Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Coats Shelfco (CV Nominees) 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
Limited UB11 1FE, United Kingdom
United Kingdom Coats Shelfco (VV) Limited 4 Longwalk Road, Stockley Park, Uxbridge, £0.01 Ordinary, £0.075 Deferred
UB11 1FE, United Kingdom
United Kingdom Coats Trading (UK) Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Coats UK Pension Scheme 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
Trustees Limited UB11 1FE, United Kingdom
United Kingdom Corah Limited 4 Longwalk Road, Stockley Park, Uxbridge, £0.25 Ordinary, £1.00 4.2%
UB11 1FE, United Kingdom Cumulative Preference
United Kingdom D. Byford & Co Limited 4 Longwalk Road, Stockley Park, Uxbridge, £0.20 Ordinary, £1.00 Preference
UB11 1FE, United Kingdom
United Kingdom Embergrange 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Fast React Systems (Bangladesh) 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
Limited UB11 1FE, United Kingdom
United Kingdom Fast React Systems Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom GPG Securities Trading Ltd 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Griffin SA Ltd 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom GSD (Corporate) Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom GSD Holdings Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary-A, £1.00 Ordinary-B
UB11 1FE, United Kingdom
United Kingdom Hicking Pentecost Limited 4 Longwalk Road, Stockley Park, Uxbridge, £0.50 Ordinary
UB11 1FE, United Kingdom
United Kingdom I.P. Clarke & Co. Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom J.& P. Coats, Limited 1 George Square, Glasgow G2 1AL, United £1.00 Ordinary
Kingdom
United Kingdom Marshaide Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Needle Industries Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Patons & Baldwins Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Patons Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary, £1.00 7% Preference
UB11 1FE, United Kingdom
United Kingdom Simpson, Wright & Lowe, Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Sir Richard Arkwright & Co. 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
Limited UB11 1FE, United Kingdom
United Kingdom SIRBS Pension Trustee Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Staveley 2005 No 3 Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Staveley Industries Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Staveley Services Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom The Central Agency Limited Cornerstone, 107 West Regent Street, £10.00 Ordinary
Glasgow, G2 2BA, United Kingdom
United Kingdom The Coats Trustee Company 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
Limited UB11 1FE, United Kingdom
United Kingdom Thomas Burnley & Sons, Limited 4 Longwalk Road, Stockley Park, Uxbridge, £10.00 Ordinary
UB11 1FE, United Kingdom
United Kingdom Tootal Group Limited 4 Longwalk Road, Stockley Park, Uxbridge, £0.25 Ordinary, £1.00 3.5 %
UB11 1FE, United Kingdom Cumulative Preference
United Kingdom Tootal Limited 4 Longwalk Road, Stockley Park, Uxbridge, £1.00 Ordinary
UB11 1FE, United Kingdom
United States Coats American Inc CT Corporation System, 820 Bear Tavern US$10.00 COMMON, US$5.00 5%
Road, West Trenton, NJ 08628, USA Cumulative Preference
United States Coats Garments (USA) Inc CT Corporation System, Corporation Trust US$1.00 Ordinary
Centre, 1209 Orange Street, Wilmington, DE
19801, USA
United States Coats Holdings Inc CT Corporation System, Corporation Trust US$1.00 Ordinary
Centre, 1209 Orange Street, Wilmington, DE
19801, USA
United States Coats HP Holding Inc CT Corporation System, 160 Mine Lake Ct., US$1.00 Ordinary
Suite 200, Wake NC 27615-6417, USA
United States Coats HP Inc CT Corporation System, 160 Mine Lake Ct., US$1.00 Ordinary
Suite 200, Wake NC 27615-6417, USA
United States Coats North America CT Corporation System, Corporation Trust US$0.10 Ordinary, US$1.00 Class B
Consolidated Inc Centre, 1209 Orange Street, Wilmington, DE Voting Shares
19801, USA
United States Coats North America de CT Corporation System, 160 Mine Lake Ct., US$1.00 Ordinary
Republica Dominica Inc Suite 200, Raleigh, North Carolina, 27615-
6417, USA
United States Coats Sales Corporation CT Corporation System, 820 Bear Tavern US$100.00 Ordinary
Road, West Trenton, NJ 08628, USA
United States Jaeger Sportswear Ltd CT Corporation System, 28 Liberty Street, US$ Common
New York, NY 10005, USA
United States Patrick Yarn Mill, Inc., CT Corporation System, 160 Mine Lake Ct., US$1.00 Class A voting, Class B
Suite 200, Raleigh, North Carolina, 27615- non-voting
6417, USA
United States Staveley Inc The Corporation Trust Co., 1209 Orange US$0.01 Ordinary
Street, Wilmington, DE 19801, USA.
United States Westminster Fibers, Inc. c/o The Corporation Trust, 1209 Orange US$1.00 Common shares
Street, Wilmington, Delaware, USA
Uruguay Coats Cadena S.A. – Uruguay Rufino Dominguez 1864, Montevideo, UYU0.05 Ordinary
Uruguay
Vietnam Coats Phong Phu Limited Liability No. 48 Tang Nhon Phu Street, Tang Nhon US$1.00 Ordinary (64%)
Company Phu B Ward, District 9, Ho Chi Minh City,
Vietnam
Joint Ventures
Country of Incorporation Company Name Registered Office address Share class
Australia ACS Nominees Pty Limited c/o Jagen Pty. Ltd, Level 1, 26-29 Beatty AUD1.00 Ordinary (50%)
Avenue, Armadale VIC 3143, Australia
China Guangying Spinning Company 2 Yuan Cun Xi Jie Guangzhou, 510655, US$1.00 Ordinary (50%)
Limited China
China Tianjin Jinying Spinning Co Ltd 10m E of intersec. of Jinlai Rd and Mingqing US$1.00 Ordinary (50%)
Rd, Liqi Zhuang, Xiqing Qu, Tianjin, 300381,
China
India S&P Threads Private Limited Delite Theatre Building, III Floor, Asaf Ali INR10.00 Ordinary (50%)
Road, New Delhi, 110 002, India
United Kingdom Coats VTT Limited 4 Longwalk Road, Stockley Park, Uxbridge, US$0.01 Ordinary (50%)
UB11 1FE, United Kingdom
Five-year summary
Shareholder information
United Kingdom
4 Longwalk Road,
Stockley Park,
Uxbridge,
UB11 1FE
Tel: 020 8210 5000
coats.com
Registered office:
4 Longwalk Road,
Stockley Park,
Uxbridge,
UB11 1FE
UK registered members
To manage your shareholding online,
please visit: investorcentre.co.uk
UK Main Register:
Computershare Investor The Pavilions, The Pavilions,
Services PLC Bridgwater Road, Bridgwater Road,
Bristol BS99 6ZZ Bristol BS99 6ZZ
Tel: 0370 707 1022
Facsimile: 0370 703 6143