notes to the group accounts notes to the group accounts
n brown group plc 
annual report and accounts 2010
n brown group plc annual report and accounts 2010
home shopping
a year of contrast
griffin house
40 lever street
manchester
m60 6es
wwwnbrowncouk notes to the group accounts notes to the group accounts our brands shareholder information
young 3045
fashionworldcouk
simplybecouk
simplyyourscouk
naturallyclosecouk
classicconfidencecouk
newnowcouk
vivaladivacom
jacamocouk
thebrilliantgiftshopcouk
midlife 4565
jdwilliamscouk
ambrosewilsoncom
oxendalescom
oxendalesie
fiftypluscouk
shoetailorcom
shapelyfigurescom
classicdetailcouk
premiermancom
homeshoppingdirectcom
inspirationalhomecouk
discountworldcom
houseofbathcouk
crazyclearancecouk
marisotacouk
homeessentialscouk
williamsandbrowncouk
thatsmystylecouk
elderly 65
heathervalleycom
specialcollectioncom
nightingalescom
grayandosbourncouk
julipacom
financial timetable
2009	 14	 october	 announcement 	 of	 interim	 results
	 	 11	 december	 closing 	 of	 register	 for	 interim	 dividend
2010	 8	 january	 payment	 of	 interim	 dividend
	 	 27	 february	 financial 	 yearend
	 	 27	 april	 preliminary	 announcement	 of	 annual	 results
	 	 28	 may	 publication	 of	 2010	 annual	 report	 and	 accounts
	 	 2	 july	 closing	 of	 register	 for	 final	 dividend
	 	 6	 july	 annual	 general	 meeting
	 	 30	 july	 payment	 of	 final	 dividend
registered office registrars auditors
griffin	 house	 capital	 irg	 plc	 deloitte	 llp
40	 lever	 street	 the	 registry	 p	 o	 box	 500
manchester	 34	 beckenham	 road	 2	 hardman	 street
m60	 6es	 beckenham	 manchester
registered	 no	 814103	 kent	 br3	 4tu	 m60	 2at
telephone	 0161	 236	 8256	 telephone	 0871	 664	 0300
	 	 calls	 cost	 10	 pence	 per	 minute	 plus	 network	 extras
bankers solicitors stockbrokers
hsbc	 bank	 plc	 addleshaw	 goddard	 llp	 credit	 suisse	 securities	 europe	 ltd
the	 royal	 bank	 of	 scotland	 plc	 eversheds	 llp	 rbs	 hoare	 govett	 limited
	 halliwells	 llp
	 pinsent	 masons	 llp
shareholder benefits
subject	 to	 certain	 conditions	 shareholders	 are	 entitled	 to	 a	 20	 privilege	 discount	 off	 the	 selling	 price	 of	 consumer	 merchandise	 in	 	
any	 of	 the	 group	 catalogues	 shareholders	 interested	 in	 these	 facilities	 should	 write	 for	 further	 information	 to	 the	 company	 secretary	 	
n	 brown	 group	 plc	 griffin	 house	 40	 lever	 street	 manchester	 m60	 6es	 stating	 the	 number	 of	 shares	 held	 and	 the	 catalogue	 or	
product	 of	 interest
capital gains tax
for	 the	 purpose	 of	 capital	 gains	 tax	 the	 value	 of	 the	 company’s	 ordinary	 shares	 of	 10p	 each	 was	 640625p	 per	 share	 on	 31	 march	 1982	
and	 1328125p	 on	 6	 april	 1965
wwwnbrowncouk design elmwood	 wwwelmwoodcom 2 financial highlights 3 five year history 4 chairman’s statement 6 chief executive’s review 
18 financial review 20 directors and officers 22 directors’ report 27 corporate governance report 
31 remuneration report 43 independent auditors’ report – group accounts 44 consolidated income statement 
44 consolidated statement of comprehensive income 45 consolidated balance sheet 
46 consolidated cash flow statement 46 reconciliation of operating profit to net cash from operating activities 
47 consolidated statement of changes in equity 48 notes to the group accounts 72 independent auditors’ report 
– company accounts 73 company balance sheet 74 notes to the company accounts ibc shareholder information
contents
1 n brown group plc annual report  accounts 2010
it’s been a year of contrast for n brown one in which 
commercial agility and business prudence have both 
played a part the result is continued growth of our  
home shopping business in the face of an extremely  
tough trading environment
during 200910 we’ve expanded our portfolio of brands to 
target new customers at low cost we’ve also launched 
onto the high street acquiring high  mighty giving us 
growth potential at a good price building on the success 
of marisota and jacamo we’ve continued our push into  
the specialist fittings markets for both ladieswear and 
menswear launched simply be in germany invested  
in online shopping yet refined our credit and customer 
recruitment policies to maximise returns 
the result of this contrast this commercial agility and 
business prudence is reflected in the strong financial 
results we have delivered this performance leaves us 
poised to take advantage of other new opportunities  
in the coming year n brown group plc annual report  accounts 2010 2
financial highlights
   2010 2009 
revenue £6900m £6625m
operating profit £976m £955m
adjusted profit before taxation £931m £827m
profit before taxation £857m £923m
adjusted earnings per share 2477p 2196p
earnings per share 2283p 2288p
dividends per share 1079p 919p
net assets £3190m £2830m
net asset value per share 1146p 1032p
net borrowings £1701m £2183m
gearing 53 77
 excluding fair value adjustments to financial instruments     n brown group plc annual report  accounts 2010 3
five year history
10
931
09
827
08
762
07
677
06
525
pretax profit –
continuing operations £m
10
976
09
955
08
918
07
763
06
624
operating profit –
continuing operations £m
excluding fair value adjustments to financial instruments
see note 11 on page 56
10
6900
09
6625
08
6109
07
5238
06
4596
revenue –
continuing operations £m
10
2477
09
2196
08
2027
07
1643
06
1271
adjusted earnings per share  
– continuing operations p
10
1079
09
919
08
906
07
753
06
627
dividends per share p
10
3190
09
2830
08
2432
07
2025
06
2460
net assets £m n brown group plc annual report  accounts 2010 4
chairman’s statement
i am pleased to report another record set of results for  
n brown group for the 52 weeks to 27 february 2010  
this highlights the strength of our business and strategy  
as these results have been delivered during a challenging 
year due to the economic recession
financial results
total group revenues increased by 42 
to £6900m and by 33 on a like forlike 
basis excluding our international business 
and the sales from high  mighty which 
we acquired in september 2009 internet 
sales grew by 21 to £272m during the 
year operating profits were up by 22 
at £976m and profits before fair value 
adjustment to financial instruments and 
tax were up 126 at £931m profits 
before tax and after fair value adjustments 
to financial instruments were £857m 
our focus has consistently been on 
adjusted profit before tax which reflects 
the underlying performance of the group 
and the basis on which the business is 
managed adjusted earnings per share 
have grown by 128 to 2477p
the board is proposing an unchanged 
final dividend of 641p which gives a total 
dividend for the year of 1079p up by 
174 covered 23 times reflecting our 
confidence in the business we decided 
to rebalance the split between our interim 
and final dividend payments at the half 
year and going forward we expect to 
pay approximately 45 of the full year 
dividend at the interim stage
the more cautious approach we applied 
to credit granting and improvements to 
our stockturn ratio have contributed to a 
£482m reduction in our net borrowings 
to £1701m this reduction combined 
with lower interest rates has resulted in 
net finance costs of only £45m 2009 
£128m which are covered 21 times by 
operating profits gearing has fallen to 
53 2009 77 based on net assets of 
£3190m up 127 borrowing facilities 
of £320m remain in place until the first 
quarter of 2012 the increased headroom 
giving ample scope for our growth plans n brown group plc annual report  accounts 2010 5
trading highlights
during the year the key highlights have 
been
•  ongoing development of our portfolio 
of brands targeted on clearly defined 
customer propositions in particular 
we saw strong growth from our newer 
brands such as marisota targeting 
contemporary confident women in their 
50’s and jacamo offering younger 
branded menswear in larger sizes to  
the under 45’s
•  growth across all of our major product 
categories as we continue to develop 
the ranges around our core strengths 
in terms of size and fit we have again 
continued to see strong demand for 
our expanded branded and celebrity 
designed ranges such as by mica paris
•  the strategy to expand our menswear 
sales led to a 17 increase in revenues 
from this category this includes the 
benefit of the acquisition of the high  
mighty brand and selected assets in 
september 2009 with its niche offering 
across 14 high street stores and the 
internet
•  further development of our ecommerce 
activities which delivered a sales 
increase of 21 and now account for 
39 of the total revenues they also 
generate benefits in terms of lower 
transaction processing costs
•  the successful launch of simply be 
website and catalogue in germany as 
we continue to build an international 
presence
corporate social responsibility
we recognise that in addition to driving 
shareholder value it is important that we  
act as a responsible corporate citizen  
to this end we have made great strides in 
reducing our carbon footprint and overall 
energy usage we have a record number of 
employees engaged in charitable activities 
and we continue to refine our ethical 
sourcing process
outlook
looking forward we anticipate continued 
pressure on consumer spending as well  
as further volatility in global exchange 
rates and commodity prices however 
as we have demonstrated over many 
years the flexibility of our business model 
and cost base means we are capable of 
reacting quickly to market trends and this 
has enabled us to consistently increase 
sales and profits in recent years
we will continue to follow a multichannel 
strategy focused on developing market 
niches through targeted customer offers 
with products designed to fit their 
individual needs followed by active  
crossselling promotions additional 
investment in our online systems will 
facilitate incremental selling opportunities 
in parallel we have an ongoing plan to 
drive further service enhancements and 
more delivery options
we have recently launched two further 
brands to build our portfolio that’s my 
style presents customers in their late 50’s 
with our clothing and footwear ranges 
displayed in a contemporary format and 
williams and brown is targeted at the 
50year old man with a classic but stylish 
range of menswear in addition we plan 
to develop high  mighty by combining 
its revamped high street stores with a 
strong internet and catalogue offerings 
our international trials will continue with 
the launch of simply be in the usa in late 
summer 2010 and building our customer 
base in germany
sales for the 8 weeks to 24 april 2010 are 
41 up on last year or 31 on a like
forlike basis we will continue to closely 
manage the balance between controlled 
revenue growth and our credit policies  
in line with the economic environment  
this may restrict the potential rate of 
revenue growth this year but it will also 
contribute to a reduction in the bad debt 
charge the measures we have taken  
have resulted in a business wellplaced  
to continue growing in the current 
economic conditions and the board 
remains confident that the group can  
make further progress this year
the strong performance in the last year 
in a challenging market has only been 
possible through the commitment and 
hard work of our management team 
and staff along with the support of our 
suppliers and trade union and i would 
like to thank them all for their excellent 
contribution
lord alliance of manchester cbe chief executive’s review
we have emerged from a challenging year with record 
results for both revenue and earnings strong cash 
generation and a healthy balance sheet which has  
enabled the board to recommend a substantial increase  
in the dividend for the year
for the 52 weeks to 27 february 2010 total revenue  
was £6900m up by 42 from the previous year and  
by 33 on a likeforlike basis after adjusting for our  
new international trial in germany and the acquisition  
of high  mighty in september 2009
revenue
we have continued to focus on our core 
strengths of targeting niche customer 
groups and delivering relevant products 
with an emphasis on the correct size and 
fit which is reflected in the growth across 
almost all of the group’s core product and 
customer categories
both our established and newer brands 
have generated revenue growth and there 
has been a further increase in online sales 
as a result of the continued focus and 
investment in ecommerce in addition we 
have developed our international business 
with the successful launch of our simply 
be website and catalogue in germany
in a competitive retail market customer 
loyalty is more precious than ever and so 
i am delighted we have achieved record 
levels of customer satisfaction through 
ongoing improvements to our service offer
   £m  vs 
financial highlights  200910 20089
revenue  6900  42
operating profit  976  22
adjusted pretax profit   931  126
profit before tax  857  –72
total dividend per share  1079p  174
adjusted earnings per share   2477p  128
net borrowings  1701  –221
net assets  3190  127
 excluding fair value adjustments to financial instruments  see note 11 n brown group plc annual report  accounts 2010 7
customer groups
we are recruiting customers to more than 
20 of the brands in our portfolio each of 
which has its own distinct target customer 
profile and product offer our brands are 
grouped into three age ranges
•  younger – targeting customers  
aged 3045 years
•  midlife – targeting customers  
aged 4565 years
•  older – targeting customers  
aged 65 years and above
younger
in line with our strategy the younger 
customer group has yet again experienced 
the fastest growth with sales up 8 to 
£216m simply be has delivered another 
good performance and it remains our 
largest title within this category delivering 
fashionable clothing up to size 32 to 
women in their 30’s simply be’s sales 
include £24m of revenues from our 
german language catalogue and website 
operationally the launch in germany 
has gone extremely smoothly and the 
product offer has been welcomed by the 
customers there our younger menswear 
title jacamo one of our newer brands has 
doubled its sales in the year over 70 of 
them transacted online jacamo’s results 
have been driven by an expanded range 
of branded clothing and footwear with the 
larger sizes up to 66” chest and 64” waist 
usually being supplied exclusively to us
midlife
the midlife group of customers had  
sales of £421m that grew by 4 during  
the year our established brands such as  
j d williams ambrose wilson fifty plus 
and oxendales continued to provide the 
majority of sales in this category although 
the strongest growth came from another 
one of our newer brands marisota its 
offer of contemporary fashion designed to 
fit real women has proved to be popular 
and over the last year its sales have 
increased by 83 our menswear brand 
premier man achieved a 9 increase 
in sales as we switched the focus of 
marketing directly to the male customer 
himself rather than his female partner
in september 2009 we acquired the brand 
and certain assets of high  mighty an 
upmarket menswear retailer in the big 
and tall niche from the administrator for 
a consideration of £16m and we are 
delighted with the progress so far the 
brand recognition is extremely high and we 
will develop the website and catalogues 
as complementary to the 14strong store 
portfolio
older
the older customer group saw a 5 
decrease in sales to £53m in line with the 
performance of the ladieswear market in 
the uk during the year we launched julipa 
to provide a more substantial offering for 
the over 65 age group comprised of all the 
suitable product lines which were already 
featured in other group catalogues the 
results have been encouraging so far and 
it will be further developed in 2010
customer database
the number of our established customers 
who ordered during the year increased by 
2 and the spend per customer also rose 
by 2 part of our conservative stance in 
2009 was to hold the level of recruitment 
expenditure at the same level as in the 
previous year as new customers have a 
higher credit risk the change to the mix of 
recruitment between the different brands 
has resulted in slightly lower sales per new 
customer
product categories
one of the key tenets of our business is 
the provision of an extensive range of 
products with a high number of options 
around size colour length and fit by 
storing over 150000 options in just two 
distribution centres we are able to service 
demand for products even where the 
rate of sale is low we have significantly 
expanded the number of product lines to 
our customers exclusively on the internet 
which is the main reason for a 50 
increase in total compared with last year
category revenue £m  growth
ladieswear 356 1
footwear 73 9
menswear 67 17
home  leisure 194 4
total 690 4
ladies underwear and outerwear account 
for 52 of our total sales we offer an 
extensive range of sizes which go up to 
a size 38 with a large proportion available 
in multiple length options over half of our 
ladieswear sales are in sizes 20 and above 
sizes which are hard to find on the high 
street we have continued to see growth  
in our younger titles and hence remain 
focused on providing a fashionable  
offer with the availability of designer  
and branded ranges
as a result we have worked with designers 
such as caryn franklin anna sholtz and 
jeffrey rogers as well as celebrities such 
as mica paris to promote our products  
we continue to work with fashion celebrity 
gok wan who designs a range of 
shapewear exclusively for our simply  
yours lingerie brand maintaining our  
focus on providing fashionable lingerie  
for women in an extensive range of sizes
menswear is a strategic area of focus  
which has grown rapidly with sales up 
17 to £67m this has been driven by 
the success of our jacamo brand and 
the expansion of our menswear offer 
in premier man contributing to the 
success of both these menswear brands 
has been the ability to persuade more 
branded suppliers to produce garments 
in larger sizes up to 66” chest and 64” 
waist exclusively for our customers the 
acquisition of high  mighty adds to our 
strength in this area with its upmarket 
brands such as ralph lauren polo animal 
and paul  shark as well as a range of 
casual and formal wear menswear now 
accounts for 10 of our total sales but 
it is still underrepresented relative to 
womenswear revenues and therefore  
there is still scope for significant growth  
in the future
group revenue up 42 to
£6900m
total dividend up 174 to
1079p
adjusted earnings per share  
up 128 to
2477p chief executive’s review
pushing
our brands
forward 
n brown group plc annual report  accounts 2010 8 when it comes to our newer brands the star 
performers have been marisota and jacamo 
expanding our customer base by targeting the 
woman in her 50’s who wants solutions to her 
clothing and footwear problems and the men 
in their 30’s who want branded clothing in 
bigger sizes product innovations such as the 
uk’s largest strapless bra have contributed 
to their strong performance launched in 
early 2009 julipa our 65 flagship has also 
attracted new customers with its new look 
and nineshopsinone catalogue
n brown group plc annual report  accounts 2010 9 fit whatever
your shape
we’ve boosted our longstanding  
expertise in fit the new magifit  
fashion and miraclesuit swimwear  
ranges have been popular and we’ve 
introduced even more sizes including 
women’s shoes up to a 10 and our 
legroom boots in 4 calf widths we’ve 
also introduced personal style advice 
via fashion stylists carol spencer and 
joy wilson shape guides and outfit 
recommendations plus an online 
personalised guide for customers
10 n brown group plc annual report  accounts 2010
chief executive’s review n brown group plc annual report  accounts 2010 11
we remain the market leader for wider 
fitting footwear we also provide a multifit 
range for customers with oddshaped feet 
and offer ladies boots with various calf and 
ankle fittings emphasising our devotion 
to satisfying our customers whatever their 
shape or size this year footwear sales 
increased by 9 with the fastest growth 
coming from the range developed for 
our younger customers we have also 
produced some of our best selling styles 
in standard width fittings recognising that 
some of our ladieswear customers will not 
necessarily require wider fitting footwear
home and leisure sales have grown  
by 4 accounting for 28 of total sales  
our christmas gifts catalogues were 
extremely successful and led to strong 
growth in the sales of gifts and toys 
ranges which had been expanded in 
response to customer feedback sales of 
electrical products grew by 10 despite 
the tougher criteria we applied to our  
credit accounts to reduce the risk of  
bad debts on higher value products
we have worked with selected suppliers 
to enable them to upload products 
directly onto our websites enabling far 
more extensive ranges online than had 
previously been possible with products 
such as dvds  computer games 
plants and rugs as part of an ongoing 
programme
an important part of our strategy is to 
encourage our customers to shop across 
our various product ranges a key measure 
of this is the proportion of customers who 
purchase items during the year from each 
of the ladies clothing underwear and 
footwear ranges these customers not 
only spend more but also show a higher 
level of repeat purchasing we are now 
expanding this concept to work across all 
of our ranges through active crossselling 
programmes
ecommerce
with online sales of £272m last year up 
by 21 we remain one of the top online 
retailers in the uk overall and number one 
for ladies clothing in size 16 and above and 
for ladies underwear sold over the internet
the internet is becoming increasingly 
popular with customers as they become 
more confident in shopping online and 
with a strong pipeline of initiatives and 
systems development we are well placed 
to continue to hold our position as a 
market leader average order values online 
are over 20 higher than for orders placed 
through other channels which is due to 
the wider selection of product available 
on our websites and the ease with which 
customers can search and browse our 
entire offering
online sales now account for 39 of  
total sales compared with 34 the 
previous year the internet is at the  
centre of all our business development  
we are encouraging more of our existing 
customers to transact online the  
newer brands all have over 50  
online participation and the number  
of product lines exclusive to the  
internet has grown dramatically
gross margin and credit
the group’s gross margin is a complex 
combination of different product and 
customer segments including the financial 
income and bad debts arising from the 
sales on credit the overall rate of gross 
margin declined by 07 with a fall of 
16 in the first half offset by a 01 
improvement in the second half
the rate of gross margin on product sales 
has been ahead of the prior year partly 
due to a lower level of dormant stock 
to be cleared the policy to reduce our 
stock levels during the recession has 
been vindicated and at the year end our 
inventories were 106 lower than the 
previous year at £624m
we have implemented a number of 
changes to our credit policy during the 
year raising the threshold for new account 
applications changing payment terms and 
selectively restricting credit availability 
particularly for high value items ordered by 
our younger customers the consequence 
of these actions has been to reduce 
sales growth but it has also reduced the 
bad debt charge since implementation 
resulting in an improving trend with a lower 
bad debt rate in the second half than the 
first half this trend has continued into the 
current year
overheads
stringent cost control process 
improvements and the greater penetration 
of online sales have restricted the 
increase in our distribution selling 
and administrative costs to just 29 
distribution costs benefited from a 3 
increase in the average item value due 
to the mix of sales and the key ratio of 
marketing costs to revenue improved 
through procurement savings
customer service
we have put an even stronger emphasis  
on great customer service this year to 
ensure our customers have no reasons 
to defect to our competitors especially 
as there has been an increased level 
of discounting and promotions in retail 
generally our twice yearly survey 
demonstrated our success in this aim with 
the record level of satisfaction achieved 
since the survey began in 1996 this has 
been delivered by improvements in the 
supply chain faster delivery of parcels 
enhanced customer service as well as 
favourable reviews for product quality 
and the choice and visual appeal of the 
catalogues and websites
balance sheet
the group has ended the year with a 
127 increase in net assets to £3190m 
and net borrowings which are down 
£482m to £1701m reducing gearing from 
77 to 53 the principal reasons for the 
cash inflow are the significant reductions 
in working capital arising from only a small 
increase in trade receivables compared 
with the prior year and lower stock levels 
and capital expenditure
menswear sales up
17
sales from midlife brands  
up 4 to
£421m
younger customer sales up
8 a bask etful  
of sal es
online sales have grown strongly again this year and  
now account for 39 of sales we’ve continued to 
innovate with internet exclusives online catwalks and 
personalised styling on our websites as well as making 
the sites easier to use by improved contact management 
registration checkout and customer feedback  
the exploitation of social media and active crossselling 
promotions have also enhanced this growth
12 n brown group plc annual report  accounts 2010
chief executive’s review 13 n brown group plc annual report  accounts 2010 n brown group plc annual report  accounts 2010 14
chief executive’s review
outlook and current trading
the outlook for the uk economy 
over the next year remains uncertain 
whatever the outcome of the general 
election as increased taxation and 
reduced public expenditure are bound to 
impact disposable incomes in addition 
inflationary pressure will impact input 
prices due to the weakness of sterling and 
high commodity costs n brown group 
however is well placed to continue its 
growth with our flexible business model 
allowing us to adapt quickly to changing 
market conditions in addition our strategy 
of focusing on niche customer and 
product groups results in strong customer 
loyalty and our increasing strength within 
ecommerce gives us a strong base with 
which to enter the year ahead
we have already had a positive start to 
the year with sales for the 8 weeks to 24 
april 2010 up by 41 in total and 31 on 
a likeforlike basis online sales continue 
their strong growth and now account for 
over 40 of all sales
we continue to see development 
opportunities in our core business focusing 
on maximising our existing customer 
relationships as well as launching new 
brands these include williams and brown 
targeted at the classic but contemporary 
fifty year old man and that’s my style a 
more contemporary brand name which 
we believe will be attractive to 60year 
old women who want clothing solutions 
but who have not traditionally been home 
shopping customers early signs for these 
new brands are positive we will continue 
to invest across our brand portfolio and 
expect to see continued high growth from 
marisota and jacamo in particular
similarly we are using more well known 
brands and celebrities to expand our 
product offer at the higher price points in 
2010 we will be working with joe calzaghe 
who will endorse the jacamo range and 
arlene phillips who has designed a range 
for marisota which will also be syndicated 
to other midlife brands
ecommerce is at the heart of our 
revenue growth in the next few years 
and we have major projects in progress 
to improve content management 
registration checkout and customer 
feedback in addition there is a rolling 
program of tactical trading initiatives from 
the exploitation of social media to active 
crossselling promotions
this year will also see further expansion 
in our international offering following 
on from our trials in germany we will be 
launching simply be in the usa in late 
summer 2010 with a fully transactional 
website and catalogue offer the plus 
size market in the usa is estimated to be 
worth 35bn and we believe a gap exists 
for a younger fashion focused offer we 
will service the orders from our uk base 
which significantly reduces the cost of the 
launch
having nursed the high  mighty business 
through the immediate postadministration 
phase we are now looking to develop it 
positively in 2010 we will look to open 
up to three new stores and relocate 
or refurbish at least another six of the 
fourteen stores we acquired the product 
synergies within our total menswear range 
are being selectively exploited and we 
have started to produce catalogues which 
can be actioned through the stores call 
centre or high  mighty website with the 
latter migrating to our internet platform this 
summer
the performance of the group last year 
is a result of the expertise creativity and 
endeavour of everyone who works at  
n brown group and on behalf of the 
directors i cannot praise them enough 
for their efforts in guiding the business 
through a difficult external environment
online sales up 21 to
£272m
footwear sales up
9
ladieswear sales up 1 to
£356m
the current year will be no less challenging 
but if we maintain the focus on our 
niche customers and products develop 
our online activities and progress our 
international trials i am sure we will enjoy 
another good year
alan white in september 2009 we acquired the 
retail chain high  mighty for £16m 
taking 14 stores and the website  
it offers significant growth potential  
and the opportunity to experiment  
with multichannel retailing with high 
street stores and also exposure to the 
big and tall upmarket menswear market 
we plan to triple sales and add stores in 
key cities
higher
street
n brown group plc annual report  accounts 2010 15 chief executive’s review
tak ing off  
overseas
the launch of simply be into germany marked our next step  
into international markets building on our longestablished 
business in ireland exporting an already successful range has 
efficiently gained us a foothold in a new territory and paved the 
way for our american launch later this year looking for a share  
of the 35 billion plus size market
n brown group plc annual report  accounts 2010 16 star qual ity
this year we’ve further exploited celebrity connections  
mica paris with her latest trends fashion range joe calzaghe  
endorsing the jacamo brand and gok wan designing a lingerie  
range in partnership with us have all been a huge success  
in addition unique partnerships with wellknown labels such  
as gossard helly hansen and sergio tacchini who supply  
larger sizes exclusively to us and enhance our range
n brown group plc annual report  accounts 2010 17 n brown group plc annual report  accounts 2010 18
group trading summary
group operating profit for the same period 
rose to £976m 2009 £955m this was 
achieved despite a 07 reduction in 
gross margin arising from a higher rate 
of charge for bad debts offset partly by 
a small improvement in product margins 
distribution costs rose by only 23 to 
£619m 2009 £605m benefiting from a 
3 increase in average item values sales 
and administration costs increased by only 
31 to £2025m 2009 £1964m assisted 
by further cost efficiencies arising from the 
customers’ propensity to use the internet 
process improvements and stringent  
cost control as a result the group’s 
operating margin reduced slightly to  
141 compared with 144 last year 
profit before taxation and fair value 
adjustments to financial instruments 
amounted to £931m 2009 £827m 
benefiting from a reduction in net finance 
charges from £128m to £45m as a result 
of lower libor rates and lower borrowings 
during the year an adverse movement in 
the fair value of the group’s forward foreign 
currency contracts contributed a loss of 
£74m compared to a £96m gain last year 
the fair value of the forward contracts is 
their quoted market value at the balance 
sheet date and is outside the control of 
management
taxation
the effective rate of corporation tax 
for the year was 271 2009 327 
last year’s high rate was a result of the 
exceptional tax charge of £44m in respect 
of the phasing out of industrial building 
allowances we expect our tax rate for  
the year ahead to be similar to this year 
balance sheet and cash flow
the strong trading performance has 
resulted in net assets increasing to 
£3190m at the year end from £2830m  
last year
 
total capital expenditure for the year was 
£132m 2009 £186m the majority of  
the expenditure related to the ongoing 
development of our websites and supply 
chain management systems there was 
minimal requirement for further investment 
in our warehousing and logistics operations 
during the year yearend stock levels  
were 106 lower than last year at  
£624m 2009 £698m in line with our 
plans to manage the business prudently
trade debtors at the year end were up 
24 to £4470m compared to £4366m 
last year reflecting in improvement in 
revenue and our more conservative 
approach to credit policy the bad debt 
provision has increased to £470m 2009 
£411m which equates to 95 2009 
86 of gross debtors 
the group’s defined benefit pension 
scheme deficit has reduced to £18m 
2009 £40m predominantly as a result 
of the planned additional contribution of 
£40m paid during the year but offset by 
an actuarial loss of £12m on the scheme’s 
assets and liabilities the final additional 
planned contribution of £40m will be paid 
in 2010 further contributions may be 
made if required following consultation 
with the trustees of the pension fund 
net cash generated from operating 
activities increased from £387m to 
£917m mainly as a result of the group’s 
improved revenue coupled with cautious 
credit granting policies and lower stock 
levels after paying for capital expenditure 
finance costs and dividends of £447m net 
debt was reduced by £482m to £1701m 
2009 £2183m and gearing improved 
from 77 to 53 
key performance indicators
the directors use a number of key 
performance indicators kpis to monitor  
the progress of the group including
•  like for like sales see page 4
•  internet sales see page 11
•  the number of customer debtor  
accounts and their average debtor 
balance which at the year end was 
1577000 2009 1640000 and  
£303 2009 £285 respectively
•  mix of sales by product and customer 
groups see pages 7 to 11
•  gross margin see page 11
•  operating margin see page 18
• interest cover see page 4
financial review
the 52 weeks to 27 february 2010 was another record  
year for the group reflecting the successful continuation  
of our strategy to develop our home shopping business  
as a result group sales exceeded the prior year by 42  
to £6900m and adjusted pretax profit increased by  
126 to £931m risks and uncertainties
there are a number of risks and 
uncertainties which could have an impact 
on the group’s longterm performance 
these include consideration of the general 
economic climate and the impact it has on 
the provision of credit to our customers 
and their ability to maintain payment terms 
the potential threat from our competitors 
our relationship with key suppliers the loss 
of key personnel potential disruption to 
our key information systems warehousing 
or call centre facilities arising from events 
beyond our control such as fire or other 
issues which could have a detrimental 
impact on sales and profit changes 
to the regulatory environment in which 
the business operates under primarily 
regulated by the financial services 
authority and the office of fair trading
the directors routinely monitor all these 
risks and uncertainties and appropriate 
actions are taken to mitigate these risks 
such as having business continuity 
procedures in place a dedicated team 
assessing regulatory developments 
ensuring we treat our customers fairly 
and hosting regular reviews with all of 
our strategic partners the board are 
also committed to continually invest in 
updating the group’s business systems 
and infrastructure to keep pace with new 
technology
treasury
funding arrangements have been set to 
adequately support the ongoing trading 
and development activity of the group the 
group has committed borrowing facilities 
of £320m until the first quarter of 2012 
of which £230m were utilised at the year 
end the primary facilities are a £200m 
securitisation programme through an 
hsbc a1p1 rated conduit that has no 
exposure to the us subprime mortgage 
market and has a matching standby facility 
annually renewable in addition the group 
also has two fiveyear revolving credit loan 
facilities of £50m each with hsbc bank 
plc and the royal bank of scotland plc 
all the current facilities are arranged at 
floating interest rates at favourable margins 
compared to current market rates where 
appropriate exposure to interest rate 
fluctuations on indebtedness is managed 
by using derivatives such as interest  
rate swaps
anticipated foreign exchange requirements 
for the purchase of stocks denominated 
in us dollars are hedged for up to three 
years ahead to fix the cost of sterling this 
hedging activity involves the use of spot 
forward and option contracts at the year 
end the group had outstanding forward 
foreign exchange contract commitments  
of 60m 2009 65m 
accounting standards  
and going concern
group accounting policies reflect current 
professional standards and related 
guidelines issued by the international 
accounting standards board and are 
prepared in accordance with international 
financial reporting standards as adopted 
for use in the eu 
in determining whether the group’s 
accounts can be prepared on a going 
concern basis the directors considered 
the group’s business activities together 
with factors likely to affect its future 
development performance and its 
financial position including cash flows 
liquidity position and borrowing facilities 
and the risks and uncertainties relating to 
its business activities these are set out 
within this report and discussed further 
in the chairman’s statement and chief 
executive’s review
the group has considered carefully its 
cash flows and banking covenants for 
the next twelve months from the date 
of signing the group’s audited financial 
statements these have been appraised 
in light of the uncertainty in the current 
economic climate as such conservative 
assumptions for working capital 
performance have been used to determine 
the level of financial resources available to 
the company and to assess liquidity risk 
the key risk identified by the directors 
for these assumptions is the impact that 
a further deterioration in the economic 
climate will have on the performance  
of the group’s debtor book 
the group’s forecasts and projections 
after sensitivity to take account of all 
reasonably foreseeable changes in 
trading performance show that the 
group will have sufficient headroom 
within its current loan facilities of 
£320m which are committed until 
early 2012 it is the group’s intention  
to open renewal negotiations with its 
bankers in the next twelve months to 
ensure appropriate levels of committed 
funds matching the group’s medium  
term financing requirements are in  
place beyond 2012
after making appropriate enquiries the 
directors have a reasonable expectation 
that the company and the group have 
adequate resources to continue in 
operational existence for the foreseeable 
future accordingly they continue to adopt 
the going concern basis in the preparation 
of the annual report and accounts
shareholder return
the share price of 19975p at the start 
of the year had risen to 21560p at the 
year end giving a market capitalisation 
of £6002m 2009 £5475m in addition 
the company’s five year performance 
measured by total shareholder return 
compared with the ftse mid250 index 
which the company is a member of shows 
that we are outperforming the market 
an unchanged final dividend of 641p per 
share has been recommended by the 
board giving a total dividend for the  
year of 1079p per share up by 174 
covered 23 times 2009 24 times
dean moore n brown group plc annual report  accounts 2010 20
d
g
e
h
c
f
i
b
directors and officers
a lord alliance of manchester cbe 77 
non executive chairman c
appointed a director and chairman in  
1968 formerly chairman of coats viyella  
plc he is also a director of a number of 
private companies and was appointed  
a life peer in 2004
b alan white 55
chief executive
qualified as a chartered accountant with 
arthur andersen and was finance director 
for sharp electronics n brown group 
and littlewoods before returning as chief 
executive in 2002 he is a nonexecutive 
director of topps tiles plc and regional 
chairman of cbi north west
 
c dean moore 52
group finance director
appointed in november 2003 previously 
group finance director at ts stores plc 
and graham group plc also held various 
roles with lloyds chemist plc sketchley plc 
blue circle industries and grant thornton
d nigel alliance obe 75
nonexecutive director
appointed a director in 1969 he changed to 
nonexecutive status in 1995 he is also a 
director of a number of private companies
e ivan fallon 65
nonexecutive director a b c 
appointed a director in 1994 and deputy 
chairman on 1 march 2009 he was chief 
executive of independent news  media 
uk until march 2010 director of truphone 
chairman of the remuneration committee 
f lord stone of blackheath 67
nonexecutive director a b c
appointed a director in 2002 formerly with 
marks  spencer plc until he retired as 
joint managing director in 1999 currently 
chairman of sindicatum climate change 
foundation and the health charity dipex 
chairman of the nomination committee
g john mcguire 61
nonexecutive director a b c
appointed a director in march 2004 formerly 
chairman of corporate banking for royal 
bank of scotland group in the north of 
england and midland regions vice chairman 
of royal bank of scotland pension fund 
trustee ltd audit chair of stockport nhs 
foundation trust nonexecutive director of 
the university of manchester chairman of 
the audit committee 
 
h anna ford 66
non executive director a b c
appointed a director on 1 march 2009 
nonexecutive director of j sainsbury plc 
also chair of their corporate responsibility 
committee and member of the remuneration 
committee honorary bencher of middle 
temple
i philip harland 54
company secretary
joined the company in 2000 previously 
company secretary and associate director  
of legal services at gus home shopping  
ltd admitted as a solicitor in 1981
a audit committee member b remuneration committee member  c nomination committee member
a n brown group plc annual report  accounts 2010 21
financial statements
22 directors’ report
27 corporate governance report
31 remuneration report
43 independent auditors’ report – group accounts
44 consolidated income statement
44 consolidated statement of comprehensive income
45 consolidated balance sheet
46 consolidated cash flow statement
46 reconciliation of operating profit to net cash from operating activities
47 consolidated statement of changes in equity
48 notes to the group accounts
72 independent auditors’ report – company accounts
73 company balance sheet
74 notes to the company accounts
ibc shareholder information n brown group plc annual report  accounts 2010 22
directors’ report
the directors present their report and 
accounts for the 52 weeks ended 27 
february 2010 
activities and results 
the principal activity of the group is 
retailing through direct home shopping 
the activities are more fully explained in 
the chief executive’s review on pages  
6 to 17 group profit before taxation from 
continuing operations for the 52 weeks 
ended 27 february 2010 amounted to 
£857m 2009 £923m no geographical 
segmentation is provided as apart from 
small operations in the republic of ireland 
and germany all activities take place in  
the united kingdom 
enhanced business review
the company is required by the 
companies act 2006 to set out in this 
report a fair review of the business of 
the group during the 52 weeks ended 
27 february 2010 and the position of 
the group at the end of that period 
the company is also required to set 
out a description of the principal risks 
and uncertainties facing the group 
the information fulfilling the above 
requirements can be found within this 
report within the chairman’s statement 
the chief executive’s review and the 
financial review pages 18 to 19 and  
is deemed to be incorporated in this  
report by this crossreference
the board has a policy of continuously 
identifying and reviewing key business 
risks and monitors a number of financial 
and nonfinancial key performance 
indicators which are detailed on page 
18 the board oversees the development 
of processes to ensure these risks are 
managed appropriately and executive 
directors and operational directors are 
tasked with implementation and oversight 
of these processes and reporting to  
the board
dividends and reserves 
an interim dividend of 438p per share 
2009 278p was paid on the ordinary 
shares of the company on 8 january 2010 
the net cost of this dividend was  
£120m 2009 £75m 
the directors recommend a final dividend 
of 641p per share 2009 641p for the 
52 weeks ended 27 february 2010 the 
net cost of which will be £178m 2009 
£175m the dividend will be paid on 30 
july 2010
movements in reserves are shown in the 
consolidated statement of changes in 
equity on page 47 
acquisitions and disposals 
as announced in september 2009 the 
group acquired certain assets of high and 
mighty limited from the joint administrators 
for the cash consideration of £16m this 
included the brand website stock and the 
assets of 14 stores based in the uk
share capital 
details of the company’s authorised and 
issued share capital are shown in note 22 
on page 65
the company has one class of ordinary 
shares which carry no fixed income each 
share carries the right to one vote at 
general meetings of the company there 
are no specific restrictions on the size of 
a holding nor on the transfer of shares 
which are both governed by the general 
provisions of the articles of association 
and prevailing legislation except as set out 
below in the section entitled “voting rights 
and restrictions on transfers” no person 
has any special rights over the company’s 
share capital and all issued shares are  
fully paid
details of outstanding employee share 
options and the operation of the relevant 
schemes are shown in note 27 on page 67 
annual general meeting 
the annual general meeting is to be held 
on 6 july 2010 the notice convening 
the annual general meeting is being sent 
to members by way of separate circular 
together with full explanatory notes on each 
resolution to be proposed at the meeting 
directors 
the biographies of the directors all of 
whom served throughout the year are 
shown on page 20 in accordance with 
the provisions of the combined code 
2008 those nonexecutive directors who 
have served a term of more than 9 years 
on the board will be subject to annual 
reelection those affected by such a 
provision are lord alliance of manchester 
cbe nigel alliance obe and ivan fallon 
accordingly they will retire at the next 
annual general meeting and being eligible 
offer themselves for reappointment at that 
meeting 
in addition in accordance with the articles 
of association of the company dean 
moore and john mcguire will retire at the 
next annual general meeting and being 
eligible offer themselves for reappointment 
at that meeting 
details of directors’ interests beneficial 
and nonbeneficial in shares of the 
company are given in the remuneration 
report on page 42 and are deemed to 
be incorporated into this report by cross
reference
with regard to the appointment and 
replacement of directors the company is 
governed by its articles of association 
the combined code and the companies 
act the powers of directors are described 
in the board terms of reference and the 
corporate governance report on page 27
directors’ and officers’ liabilities 
the group maintains insurance for directors 
and officers of the group indemnifying 
them against certain liabilities incurred by 
them whilst acting on behalf of the group 
major shareholders 
in addition to the directors’ shareholdings 
shown in the remuneration report on 
page 42 and in accordance with chapter 
5 of the disclosure and transparency 
rules the following notifications had been 
received from holders of notifiable interests 
in the company’s issued share capital at 
30 april 2010 
   holding   of issued 
    share capital 
threadneedle asset management ltd  14190152  510
standard life investments  12164198  437 n brown group plc annual report  accounts 2010 23
directors’ report
environmental social and  
governance issues
governance and risk management 
the board is committed to maintaining 
high standards of corporate governance 
the company monitors and evaluates 
risk on an ongoing basis as part of its 
commitment to sustainable business 
further details are contained in the 
corporate governance report on pages 
27 to 30 
ethics 
the board regards the maintenance of the 
highest ethical standards in business as an 
essential characteristic of the way in which 
the group conducts all of its business 
a code of ethical conduct covering 
commercial standards conflicts of interest 
gifts and hospitality has been circulated 
to and agreed by all employees all senior 
managers and employees of the group are 
required to comply with both the letter and 
the spirit of the code in all their dealings for 
and on behalf of the group 
in their dealings with each other other 
group companies their shareholders 
customers suppliers competitors 
regulatory authorities and the wider 
community employees are required to 
• conduct all dealings with each other and 
externally with honesty integrity respect 
and fairness 
• comply with all relevant laws regulations 
and internal company policy 
• encourage and support a business 
culture which exhibits and promotes 
ethical conduct at all levels within the 
organisation 
• avoid any situation or action which 
could cause damage to the group’s 
reputation and
• foster a teamworking environment in which 
praise and recognition play key roles 
directors of all group companies are 
required to disclose details of related party 
transactions for review and authorisation 
by the audit committee and by the board 
a register of gifts and benefits offered 
by suppliers and other parties whether 
accepted or declined is maintained under 
the control of the group head of internal 
audit all employees managers and 
directors are required each month to 
declare any offer of gifts or hospitality with 
a value of £25 or more offered accepted 
or declined 
the group has drawn up and issued a 
comprehensive “whistleblowing policy” 
providing employees with an appropriate 
means of communication in case of ethical 
concerns regarding the way the group 
operates in its daytoday activities  
no ‘whistleblowing’ events were reported 
in the year
environment 
the group recognises its environmental 
responsibilities and is committed to 
minimising any damage which its 
activities may cause to the environment 
it has delegated specific responsibility for 
environmental matters to keith risk director 
of logistics who sits on the operational 
board of jd williams  company limited 
in addition the company actively pursues a 
number of environmental policies including 
those designed to contain energy costs 
achieve the active recycling of paper and 
packaging materials wherever practical 
and promote the widespread use of 
information technology to reduce the level of 
consumption of paper by its employees in 
the year under review the group has worked 
very closely with the carbon trust and has 
engaged external consultants envantage 
ltd and storm waste ltd to advise on the 
formulation of the group’s policy on energy 
consumption and waste management
the group adopts a full lifecycle view  
of all packaging products used in its 
operations wherever practicable 
packaging components are made from 
materials and processes causing minimum 
harm to the environment when either 
manufactured processed recycled or 
eventually disposed of the group’s paper 
packaging is made from a minimum of 
70 recycled paper and all other paper 
used by the business is sourced from 
100 recyclable papers wherever 
possible paper used in the printing of 
our catalogues is derived from managed 
and renewable sources accredited by the 
forest stewardship council the following 
environmental “mileposts” have been 
achieved in the current financial year 
• a decrease in electricity consumption  
of 788 thousand kilowatts
• a reduction of 426 tonnes of  
co2 emissions per annum
• a reduction of gas consumption of 30
• water consumption down 31
• a reduction in carbon footprint of  
953 tonnes since 20072008
• third place in the ftse 350 carbon 
disclosure project 2009
• 90 of group waste is now recycled
the group has committed to achieving  
0 waste to landfill by 2011
employees 
 employee involvement the group firmly 
believes that continuing success can only 
be achieved by an engaged enthusiastic 
motivated and welltrained workforce 
consequently considerable resources are 
devoted to employee training frequent 
departmental team briefings are held 
and an employee engagement survey is 
conducted regularly a consultative forum 
operates within the logistics division where 
employees from all levels contribute and 
share ideas that help shape the culture 
of the business this division has also 
achieved investors in people accreditations 
and it is planned that the group will 
achieve this standard across all areas of 
the business over 500 group employees 
either hold shares in the company or have 
optionsawards to acquire them through 
the group’s various share option and long
term incentive schemes 
a large proportion of the group’s training 
and development activity is delivered by 
our inhouse learning and development 
team which is supplemented by external 
training in the specialist technical and it 
training arenas 
as well as individually tailored training there 
is also a suite of selftraining tools available 
which covers a range of topics from 
negotiation skills to effective influencing all 
employees are free to request attendance at 
any of these workshops which encourage 
them to be proactive and take ownership 
of their own skills development an online 
database – “simplydevelopment” – exists 
which enables employees to access a wide 
range of selfdevelopment activities tools 
and information
 consultation constructive relationships 
with the trade unions which represent the 
group’s employees principally usdaw 
and sata are encouraged elements 
of the group are covered by a collective 
bargaining arrangement with usdaw 
union membership is encouraged and 
regular communication with the union is 
facilitated through ‘partnership forums’ 
established on the principle of shared 
commitment to business success 
employment security and development 
with a particular emphasis on quality of 
life openness and adding value
 equal opportunities the group 
supports the principle of equal opportunities 
in employment and is opposed to all forms 
of discrimination including those on the 
grounds of colour race nationality ethnic or 
national origin religion gender age sexual 
orientation marital status or disability  n brown group plc annual report  accounts 2010 24
directors’ report
our selection processes for recruitment 
promotion training and development are 
nondiscriminatory we believe it is in the 
best interests of employees and the group 
to provide these opportunities to the most 
suitable candidates 
an allemployee survey carried out in 
2008 to be repeated in 2010 revealed 
a balanced working population spread 
across a diverse range of ethnic origins 
gender and agegroups
applications for employment by disabled 
persons are always fully considered 
bearing in mind the aptitudes of the 
applicant concerned in the event of any 
employee becoming disabled every effort 
is made to ensure that their employment 
with the group continues and that 
appropriate training is arranged it is the 
policy of the group that the training career 
development and promotion of disabled 
persons should as far as possible be 
identical to that of other employees 
each year the group rewards and 
recognises significant contribution from 
its customer contact centre employees by 
inviting them to compete for a nomination 
to receive an award for outstanding 
customer service 
 health and safety the group’s 
policy is to ensure compliance with all 
relevant legislation to ensure as far as is 
reasonably practicable the health safety 
and welfare at work of its employees 
contractors and visitors preemployment 
questionnaires physiotherapy audiometry 
an improved management referral process 
and rehabilitation programs have enabled 
occupational health issues to be better 
controlled 
cumulative group accidents statistics 
show that in the year under review there 
was a 25 reduction in those incidents 
requiring statutory reporting under the 
reporting of injuries diseases and 
dangerous occurrences regulations 
1995 with the group’s reportable 
accident incidence rate at nine incidents 
and overall accident statistics down 
28 at 181 accidents these statistics 
are the lowest on group record to date 
demonstrating a significant reduction in 
major injuries per population of employees 
and a commitment to employee health and 
safety the group was awarded the gold 
award in rospa’s occupational health 
 safety awards in 2009 recognising 
its commitment and leadership in health 
and safety matters as well as its well
developed health  safety management 
systems and culture as a responsible 
retailer and employer we endeavour to 
ensure that all products and services 
sold by us or used in the workplace are 
designed so that they are safe and without 
risk to the enduser in proper use
customers 
one of the key factors of the group’s 
success is the quality of its relationship 
with its customers regular customer 
satisfaction surveys are conducted both 
directly and through third parties to 
ensure that the group closely monitors 
the opinions and requirements of its 
customers in addition telephone enquiry 
and complaint calls received from 
customers are analysed and appropriate 
action taken to improve the levels of 
service offered to them 
suppliers 
the group sources products and services 
from across the world a significant 
proportion of this expenditure is with 
suppliers with whom the group has a long
term relationship which helps to provide 
a continually improving quality of product 
and service to customers whilst reducing 
costs 
it is the group’s practice to
• agree the terms of payment at the start of 
the business relationship with suppliers
• ensure that all suppliers are made aware 
of the terms of payment applicable to 
the contract
• pay in accordance with contractual and 
other legal obligations
trade creditors of the group at 27 february 
2010 represented 38 days 2009 41 days 
of purchases 
the group is aware of the potential social 
impact of its business dealings particularly 
in developing countries our standard 
conditions of contract for the purchase 
of all products for resale require that 
our suppliers must adhere to a code of 
conduct in respect to their labour force 
that includes freedom of employment 
freedom of association and the right of 
collective bargaining all employees work 
in safe and hygienic conditions there is 
no recruitment of child labour a living 
wage is paid for the country of origin 
working hours are not excessive there are 
no discriminatory practices no harsh or 
inhuman treatment of labour in addition 
all labour safety and relevant laws local 
to the country of manufacture must be 
observed 
based around the ethical trading 
initiative eti the group has issued self
assessment forms and ‘code of conducts’ 
to all suppliers at the date of writing 803 
suppliers have been issued with self
assessment forms and just over 60 
have responded with the remainder being 
pressed to do so once the assessment 
forms are returned suppliers are rated and 
graded by reference to the eti base code 
and international labour organisation 
codes 
we will work proactively with suppliers to 
correct any non compliance continued 
non compliance will lead to deselection 
it is the intention to audit this process 
by means of random announced and 
unannounced visits and consideration is 
being given to joining one of the external 
agencies active in the area of ethical 
trading and social responsibility such as 
eti and sedex 
community 
the group is committed to investment 
in and support of the communities in 
which it operates the family health and 
wellbeing programme now in its sixth 
year is actively supported and continues 
to provide additional benefits for all our 
employees 
the group maintains close links with 
the christie hospital in manchester the 
marie curie foundation breast cancer 
awareness and the retail trust it also 
regularly encourages employees to 
participate in fundraising activities for 
these and other worthwhile causes these 
events can be anything from national 
support such as children in need and the 
alzheimer’s society to very local causes 
for hospices and children’s hospitals in 
and around greater manchester the 
group maximises the potential donation 
by matching the level of money raised 
by employees to double the size of the 
donation 
in the last financial year money was raised 
for noteworthy causes such as bowel 
cancer uk sponsored marathon and 
marie curie £57000 worth of daffodil pins 
sold the group supported the canal boat 
adventure charity where employees paid 
for more than 100 deprived and disabled 
children to enjoy a holiday in addition the 
group’s employee’s organised fundraising 
activities to assist the following good 
causes
• comic relief
• many hands campaign for manchester’s 
new children’s hospital
• help for heroes
• dec haiti relief fund
• willow wood hospice n brown group plc annual report  accounts 2010 25
directors’ report
• beechwood cancer care
• children in need
• springhill hospice and
• cornerstone charity for the homeless
in 200910 a record number of employees 
were involved in charitable events 
numerous separate charitable fundraising 
events were held by employees and 
sponsored or participated in by the 
group raising more than £37000 
in august 2009 the group donated a 
considerable quantity of clothing stock 
to wood street mission in manchester a 
charity established to help poor families 
and children the quantity of stock 
donated is to be used towards assisting 
up to 1400 families based on assisting 140 
families per month with clothing bedding 
and baby equipment
charitable and political donations 
during the year the group made  
charitable donations of £70569  
2009 £85211 no political donations  
have been made 2009 nil 
pension fund 
the group continues to ensure that the  
n brown group pension fund is managed 
in accordance with best practice and 
current legislation a trustee company 
which is controlled by a board of directors 
administers the fund’s assets one of these 
is an independent professional trustee 
and the rest have a vested interest in the 
performance of the fund representing 
the interests of pension fund members 
pensioners and n brown group plc 
the fund’s investments are managed by 
aberdeen asset management limited and 
legal and general assurance pensions 
management limited and the actuarial 
and administration services are provided 
by mercer human resource consulting 
limited
n brown group plc and some of its 
associated companies are required to 
indemnify the trustee company and its 
officers in respect of certain liabilities 
incurred by them in the performance of 
their obligations relating to the n brown 
group pension fund or in administration 
of the fund this amounts to a “qualifying 
indemnity provision” as defined in section 
236 of the companies act 2006
the n brown group pension fund was 
closed to new entrants with effect from 31 
january 2002 new employees joining the 
group after 31 january 2002 and existing 
employees who had not joined the n 
brown group pension fund as at that date 
are entitled to join a stakeholder pension 
scheme providing a defined contribution 
pension arrangement administered by 
prudential stakeholder pensions 
further to the arrangement agreed with 
the pensions regulator in january 2007 
as part of the company’s ‘b’ share return 
of value scheme the company paid an 
extra £4m into the pension fund during the 
relevant year in continued reduction of the 
funding deficit
financial risk management  
objectives and policies 
the group is exposed to certain financial 
risks namely interest rate risk currency 
risk liquidity risk and credit risk 
information regarding such financial  
risks is detailed in note 19 on page 61  
the group’s risk management policies  
and procedures are also discussed in  
the financial review on page 18 
change of control
there are a number of agreements that 
take effect alter or terminate upon a 
change of control of the company such 
as commercial contracts bank loan 
agreements property lease arrangements 
and employee share plans none of these 
are considered to be significant in terms 
of their likely impact on the business of 
the group as a whole directors’ service 
contracts are terminable by the company 
on giving 12 month’s notice there are no 
agreements between the company and 
its directors or employees that provide for 
additional compensation for loss of office 
or employment that occurs because of a 
takeover bid no events were reported in 
the year
tax status 
the company is not a close company 
within the meaning of the corporation 
taxes act 2010 
auditors 
a resolution to reappoint deloitte llp as 
auditors to the company and to authorise 
the directors to fix their remuneration will 
be proposed at the annual general meeting 
on 6 july 2010 
voting rights and restrictions on 
transfer of shares
none of the ordinary shares carry any 
special rights with regard to control of the 
company
there are no restrictions on transfers of 
shares other than
• certain restrictions which may from time 
to time be imposed by laws or regulations 
such as those relating to insider dealing
• pursuant to the company’s code for 
securities transactions whereby the 
directors and designated employees 
require approval to deal in the company’s 
shares
• where a person with an interest in the 
company’s shares has been served with 
a disclosure notice and has failed to 
provide the company with information 
concerning interests in those shares
the company is not aware of any 
arrangements between shareholders that 
may result in restrictions on the transfer of 
securities or voting rights the rights and 
obligations attaching to the company’s 
ordinary shares are set out in the articles 
of association
employee share schemes –  
rights of control
the trustees of the n brown group plc 
employee share ownership trust and 
the trustees of the n brown group plc 
no 2 employee share ownership trust 
hold shares on trust for the benefit of the 
executive directors and employees of the 
group which are used in connection with 
the company’s various share incentive 
plans the trustees currently abstain 
from voting the shares but have power to 
vote or not at their discretion in respect 
of any shares in the company held in the 
relevant trust the trustees may upon the 
recommendation of the company accept 
or reject any offer relating to the shares in 
any way it sees fit without incurring any 
liability and without being required to give 
reasons for their decision in exercising 
their trustee powers the trustees may take 
all of the following matters into account
• the longterm interests of beneficiaries
• the interests of beneficiaries other than 
financial interests
• the interests of beneficiaries in their 
capacity as employees or former 
employees or their dependants
• the interests of persons whether or not 
identified who may become beneficiaries 
in the future and
• consideration of a local moral ethical 
environmental or social nature
going concern 
the directors have adopted the going 
concern basis in the financial statements 
and their opinion is explained in the 
financial review on page 19
liability 
all the information supplied in the 
chairman’s statement on pages 4 to 5 
the chief executive’s review on pages 6 
to 17 financial review on pages 18 to 19 
remuneration report on pages 31 to 42  n brown group plc annual report  accounts 2010 26
directors’ report
and the corporate governance report on 
pages 27 to 30 form part of this directors’ 
report any liability for the information is 
restricted to the extent prescribed in the 
companies act 2006
directors’ responsibilities statement
the directors are responsible for preparing 
the annual report and the financial 
statements in accordance with applicable 
law and regulations
company law requires the directors 
to prepare financial statements for 
each financial year under that law the 
directors are required to prepare the 
group financial statements in accordance 
with international financial reporting 
standards ifrss as adopted by the 
european union and article 4 of the ias 
regulation and have elected to prepare 
the parent company financial statements 
in accordance with united kingdom 
generally accepted accounting practice 
united kingdom accounting standards 
and applicable law under company 
law the directors must not approve the 
accounts unless they are satisfied that 
they give a true and fair view of the state of 
affairs of the company and of the profit or 
loss of the company for that period 
in preparing the parent company financial 
statements the directors are required to
• select suitable accounting policies and 
then apply them consistently
• make judgments and accounting 
estimates that are reasonable and 
prudent
• ensure applicable uk accounting 
standards have been followed and
• prepare the financial statements on 
the going concern basis unless it is 
inappropriate to presume that the 
company will continue in business
in preparing the group financial 
statements international accounting 
standard 1 requires that directors
• properly select and apply accounting 
policies
• present information including accounting 
policies in a manner that provides 
relevant reliable comparable and 
understandable information 
• provide additional disclosures 
when compliance with the specific 
requirements in ifrss are insufficient to 
enable users to understand the impact 
of particular transactions other events 
and conditions on the entity’s financial 
position and financial performance and
• make an assessment of the company’s 
ability to continue as a going concern
the directors are responsible for keeping 
adequate accounting records that 
are sufficient to show and explain the 
company’s transactions and disclose 
with reasonable accuracy at any time the 
financial position of the company and 
enable them to ensure that the financial 
statements comply with the companies 
act 2006 they are also responsible for 
safeguarding the assets of the company 
and hence for taking reasonable steps for 
the prevention and detection of fraud and 
other irregularities
the directors are responsible for the 
maintenance and integrity of the corporate 
and financial information included on the 
company’s website legislation in the united 
kingdom governing the preparation and 
dissemination of financial statements may 
differ from legislation in other jurisdictions
each person who is a director at the date 
of the approval of this report confirms that
• so far as the director is aware there is no 
relevant audit information of which the 
group’s auditors are unaware and
• the director has taken all steps that he 
ought to have taken as a director in order 
to make himself aware of any information 
to establish that the group’s auditors are 
aware of that information
this confirmation is given and should 
be interpreted in accordance with the 
provisions of section 418 of the companies 
act 2006
by order of the board 
philip f harland llb hons solicitor 
secretary 
11 may 2010 
responsibility statement 
we confirm that to the best of our 
knowledge
• the financial statements prepared in 
accordance with the relevant financial 
reporting framework give a true and fair 
view of the assets liabilities financial 
position and profit or loss of the company 
and the undertakings included in the 
consolidation taken as a whole and
• the management report which is 
incorporated into the directors’ report 
includes a fair review of the development 
and performance of the business 
and the position of the company 
and the undertakings included in the 
consolidation taken as a whole together 
with a description of the principal risks 
and uncertainties that they face
by order of the board 
alan white 
chief executive
dean moore 
finance director
11 may 2010 n brown group plc annual report  accounts 2010 27
combined code 
the board is committed to high standards 
of corporate governance and compliance 
with the principles in the combined 
code on corporate governance issued 
by the uk financial reporting council in 
2008 the “code” the purpose of this 
statement is to explain how the group has 
applied the principles of good governance 
set out in the code
for the year in review the group has 
complied with the provisions set out in 
section 1 of the code explanations of 
how the main principles of the code have 
been applied are set out below and in the 
director’s remuneration report
board composition 
the board currently comprises eight 
members six of whom are nonexecutive 
there is a clear division of responsibilities 
between the chairman lord alliance of 
manchester cbe who is responsible for 
the effective operation of the board and 
the chief executive alan white who is 
responsible for the group’s operational 
performance 
the nonexecutive directorship of the 
board comprises the chairman lord 
alliance of manchester cbe nigel alliance 
obe both of whom are not regarded 
by the board as independent under 
the provisions of the code the deputy 
chairman ivan fallon lord stone of 
blackheath john mcguire and anna ford 
all of these are considered by the board to 
be independent 
ivan fallon was appointed to the board 
in october 1994 and he has now served 
on the board for a period beyond which 
the code suggests that his independence 
may be affected the board nonetheless 
holds ivan fallon to be independent and 
that his commercial experience acumen 
and extensive knowledge of the group’s 
businesses gained during his tenure on the 
board are of such great value to the board 
that this far outweighs any considerations 
of nonindependence ivan fallon is also 
the senior independent nonexecutive 
director and the deputy chairman
the board considers that it had a majority 
of independent nonexecutive directors 
during the year it is considered that the 
composition of the board during the year 
had the necessary balance of executive 
and nonexecutive directors providing the 
requisite skills experience and judgement 
appropriate for the requirements of the 
business and board effectiveness 
one third of the board is required to retire 
every year accordingly all directors are 
subject to reelection every three years 
all directors joining the board are required 
to submit themselves for election at the 
annual general meeting following their 
appointment all nonexecutive directors 
serve the company under formal written 
terms and conditions of appointment 
these terms of appointment stipulate a 
period of service of an indefinite duration 
terminable on six months notice by either 
party all nonexecutive appointments are 
subject to early termination provisions 
for example allowing earlier termination 
without compensation in the event a 
director is not reelected upon retirement 
by rotation in accordance with the articles 
in line with the code all nonexecutive 
directors who have served for nine years 
will be subject to annual reelection as 
such lord alliance of manchester cbe 
nigel alliance obe and ivan fallon will be 
subject to reelection at the 2010 annual 
general meeting and being eligible will 
offer themselves for reelection dean 
moore and john mcguire will retire 
by rotation at the 2010 annual general 
meeting in accordance with the company’s 
articles of association and being eligible 
offer themselves for reelection 
the board having carried out a 
performance evaluation considers that 
the performance of all directors including 
those facing reelection continues to be 
effective sufficient biographical detail 
is provided on page 20 of this annual 
report to enable shareholders to make 
an informed decision on any reelection 
resolution all appointments to the board 
are made on merit against objective criteria 
and with the intention of ensuring that 
all appointees have the requisite skills 
and sufficient time to devote themselves 
effectively to the business of the board and 
to discharge their duties
details of directors’ contract terms are 
shown in the remuneration report on 
page 37
board operation 
an effective board of directors leads and 
controls the group the members of the 
board are shown on page 20 of this report 
the board met 8 times during the year 
director’s attendance at board meetings 
was as follows 
  attendance
lord alliance of  
manchester cbe  8
ivan fallon 8
alan white 8
lord stone of blackheath 8
nigel alliance obe 8
dean moore 8
john mcguire  8
anna ford 7
 
the board is responsible for major policy 
decisions delegating detailed operational 
matters to its committees and sub
committees and senior officers where 
necessary the board is collectively 
responsible for providing effective 
leadership and promoting the success of 
the group and has established a formal 
schedule of matters reserved for its 
approval a copy of which is available 
on the company’s website www
nbrowncouk this document includes 
all decisions on business strategy the 
approval of financial statements the 
annual capital and operating expenditure 
plans investment treasury and dividend 
policies governance issues major capital 
projects overseeing the group’s risk 
control procedures board membership 
and the composition of its committees 
and the groups ethical social and 
environmental policies currently at least 
one of the board’s meetings at the start 
of each year is held over two days and 
is entirely devoted to the development 
and review of corporate strategy and 
the development of the group’s three 
year business strategic plan daytoday 
operational management of the group is 
delegated to the home shopping board of 
jd williams  company limited
the board governs through clearly 
mandated committees accompanied by 
robust monitoring and reporting systems 
further detail is given below 
a comprehensive set of board papers 
including detailed management reports 
from the chief executive and the finance 
director management accounts broker 
analyses and shareholder analyses and 
bespoke reports from the home shopping 
board is circulated to each director not 
less than seven days prior to each board 
meeting nonexecutive directors are 
encouraged to visit and talk to operational 
staff and undertake regular site visits to 
corporate governance report n brown group plc annual report  accounts 2010 28
corporate governance report
ensure they have the most uptodate 
knowledge and understanding of the 
company and its activities procedures are 
in place to enable all directors to obtain 
independent professional advice in respect 
of their fiduciary duties and obligations 
and all board members have full and 
direct access to the company secretary 
who is a fully qualified solicitor and who 
attends all board and committee meetings 
the company secretary is charged with 
providing timely and comprehensive 
advice to the board on legal regulatory 
and governance issues shareholder 
engagement matters continuing director 
education and ensuring the timely 
dissemination of information relevant to the 
group’s activities and the statutory duties 
and obligation of the directors 
in the year under review the board once 
again undertook an appraisal of its own 
performance and effectiveness that of 
the chairman and that of its committees 
the engagement of an external body 
to manage the performance evaluation 
process was considered but the board 
concluded that the approach adopted 
in the previous year remained robust 
enough appropriate and cost efficient 
for the company the evaluation process 
consisted of the individual completion of 
a questionnaire containing 26 detailed 
questions ranging from the effectiveness 
of individual members the size and 
number of board reports relationships 
with management the mix of skill
sets individual contribution at board 
meetings to the effectiveness of the 
company secretary the questionnaire 
was completed by all directors in relation 
to the board and also any committee of 
which they were a member the process 
is designed to establish whether each 
director continues to meet the board’s 
requirements in terms of effective 
contribution skills and devotion to the 
role the evaluation results were collated 
by the company secretary for review by 
the chairman and then joint review by the 
board the performance of the chairman 
was reviewed and appraised by the senior 
nonexecutive director in consultation 
with the other board members the chief 
executive’s performance was reviewed 
and appraised by the chairman and the 
nonexecutive directors the performance 
of the finance director the only other 
executive director on the board was 
carried out in a similar manner to the chief 
executive 
the evaluation concluded that the board 
and committees continue to operate well 
are effectively led and that robust open 
and frank discussion and challenge to 
both the operational divisional directors 
and group’s executive directors exists in 
all areas the survey found that the board 
continues to be effectively led by the 
chairman and that information provided 
in the form of board papers remains 
comprehensive and sufficient for the 
director’s needs and that each director 
is individually contributing to the overall 
effectiveness and success of the group 
beyond the formal annual evaluation the 
performance of the executive directors is 
continuously monitored throughout the 
year by the chairman and the deputy 
chairman
director’s conflicts of interest
the articles of association of the company 
were amended at the 2008 annual general 
meeting with effect from 1 october 2008 
to permit the board to consider and if 
appropriate authorise conflict situations 
where a director’s declared interest may 
conflict or does conflict with the interests 
of the company
directors were required to notify the 
company secretary of all potential or 
actual conflict situations as at 1 october 
2008 and at that time procedures were 
set in place to regularly report and record 
any conflicts which arise in a register to be 
reviewed by the board at least annually
no conflicts have been reported as at the 
date of this report
committee structure 
the board has delegated specific 
authorities to a number of sub committees 
to deal with specific aspects of 
management and to maintain supervision 
over the internal control procedures of the 
group these committees meet regularly 
and have formal written terms of reference 
which are available for inspection on 
the company’s website the minutes of 
the meetings of these committees are 
circulated to all committee members in 
advance of the next following committee 
meeting at which they are ratified the 
following committees of the board have 
been established 
• audit committee
• remuneration committee and 
• nomination committee 
after each committee meeting the 
chairman of that committee makes a 
formal report to the board of directors 
detailing the business carried out 
by the committee and setting out its 
recommendations
audit committee 
the audit committee consists entirely of 
nonexecutive directors the board consider 
to be independent the current chairman 
is john mcguire the other members are 
ivan fallon lord stone of blackheath 
and anna ford all members of the audit 
committee are regarded as having recent 
and relevant financial experience the 
committee meetings are attended by the 
chief executive the finance director 
the group head of internal audit and the 
group’s external auditors
the committee met 2 times in the year 
under review committee attendance was 
as follows 
  attendance
lord stone of blackheath 2
john mcguire  2
ivan fallon 2
anna ford 2
the audit committee is charged with 
overseeing the nature and scope of the 
group audit process both internal and 
external and its effectiveness this entails 
reviewing and approving the annual internal 
audit programme and resources meeting 
with the internal and external auditors 
and considering the annual and interim 
financial statements before submission to 
the board the committee receives and 
reviews the audit auditrelated and group 
taxation reports provided by the external 
auditors deloitte llp the committee also 
reviews the group’s system of internal risk 
control and reports its findings twice yearly 
to the board on each occasion it meets 
the committee will discuss audit and audit
related matters with the external auditors in 
the absence of the executive directors and 
internal audit additionally the chairman of 
the committee also regularly attends the 
group’s head office and holds “adhoc” 
meetings with the finance director and 
the group’s head of internal audit the 
audit committee is also charged with the 
oversight and management of the group’s 
whistleblowing procedure which contains 
procedures for the committee to receive in 
confidence complaints on all operational 
matters 
the committee has established a 
continuous process for identifying 
evaluating and managing the significant 
risks the group faces this monitoring is 
principally based on reviewing reports 
from management to consider whether 
significant risks are identified evaluated 
managed and controlled and whether   n brown group plc annual report  accounts 2010 29
corporate governance report
any significant weaknesses exist and  
are addressed the committee members 
have also evaluated and scored their own 
specific assessment of key risks further 
details are given later in this report 
the board consider that the processes 
of the audit committee continue to be 
effective and to comply with the guidance 
issued by the smith committee during 
the year under review the board has not 
been advised by the audit committee 
nor identified itself of any failings or 
weaknesses in internal control which  
it has determined to be material 
the audit committee reviews the 
appointment of the external auditors as 
well as their relationship with the group 
including monitoring the groups use of 
the auditors for nonaudit services and 
the balance of audit and nonaudit fees 
paid to the auditors deloitte llp have 
been the group’s auditors for a number of 
years having reviewed the independence 
and effectiveness of the external auditors 
the committee has not considered it 
necessary to require them to tender for 
the audit work deloitte llp have during 
the year also provided nonaudit services 
to the company in the form of tax and 
corporate finance advice the audit 
committee is aware that providing audit 
and nonaudit advice could give rise to a 
potential conflict of interest to address 
this concern the company has appointed 
independent advisors to provide advice on 
executive remuneration issues and pension 
matters where appropriate these advisors 
do not provide the group with any other 
services which could bring into question 
their independence or provide any conflict 
of interest further details are set out in the 
remuneration report on page 31 
as a result of its work during the year 
the audit committee has concluded 
that it has acted in accordance with its 
terms of reference and has ensured the 
independence and objectivity of the 
external auditors
the external auditors are required to rotate 
key audit personnel every five years the 
current lead audit partner who has been 
in place for five years will be replaced 
for the next financial year end there 
are no contractual obligations restricting 
the group’s choice of external auditor 
the committee has recommended that 
the existing auditors deloitte llp be 
reappointed
deloitte llp have signified their willingness 
to continue in office and ordinary 
resolutions appointing them as auditors 
and authorising the directors to set their 
remuneration will be proposed at the 2010 
annual general meeting
remuneration committee 
the remuneration committee consists 
entirely of nonexecutive directors regarded 
by the company to be independent the 
current chairman is ivan fallon the other 
members are lord stone of blackheath 
john mcguire and anna ford 
the remuneration committee met 4 times 
during the year member’s attendance was 
as follows 
  attendance
lord stone of blackheath 4
john mcguire 4
ivan fallon 4
anna ford 4
the purpose of this committee is to review 
formulate and determine the remuneration 
package of each executive director and 
other members of the board and to 
consider how the company is applying 
the principles of the code in respect of 
directors’ remuneration 
a comprehensive remuneration report is 
included in this annual report on pages  
31 to 42 the report will be put to an 
advisory vote by the members at the 
company’s 2010 annual general meeting 
nominations committee 
the nominations committee is chaired 
by lord stone of blackheath the other 
members are currently lord alliance 
of manchester cbe ivan fallon john 
mcguire and anna ford the formal terms 
of reference for this committee require it 
to make recommendations to the board 
for appointments of directors including 
directors of the operating company 
board j d williams  company limited 
and other senior executive staff where 
appropriate the chief executive and 
company secretary attend meetings of the 
nominations committee 
the nominations committee evaluates 
board candidates on merit against 
objective criteria taking into account the 
skills and experience required to perform 
the duties of the post where appropriate 
external search consultants are engaged 
the company secretary is responsible 
for the induction of new directors 
new directors are provided with a 
comprehensive pack of information 
including terms of reference information 
regarding the business and guidance on 
their roles and duties as directors and 
meetingssite visits with key employee 
contacts are arranged as appropriate  
the company secretary provides an 
ongoing programme of briefings for 
directors covering legal and regulatory 
changes and developments relevant  
to the group’s activities and director’s 
areas of responsibility 
during the year the nominations committee 
did not have occasion to meet 
internal control 
the directors have overall responsibility for 
ensuring that the group maintains a sound 
system of internal control to give them 
reasonable assurance regarding effective 
and efficient operations and compliance 
with laws and regulations there are of 
course inherent limitations in any system 
of internal control and accordingly even  
the most effective system can provide  
only reasonable and not absolute 
assurance and management against 
material misstatement loss or failure  
no system can guarantee elimination of 
the risk of failure to meet the objectives of 
the business the board has established 
a continuous process for identifying 
evaluating and managing the significant 
risks the group faces
the group’s ongoing assessment of risk 
and continual review of the structure of 
internal controls remains in place in order 
to ensure key business developments 
are appropriately factored into the risk 
management process internal audit 
facilitated two specific boardlevel risk 
sessions in the period the chief executive 
of the group and the finance director along 
with operational management reviewed 
the key risks facing the business and 
appraised the structure of internal controls 
to mitigate these risks in a separate 
session the audit committee provided a 
topdown view of risks across strategic 
financial and operational areas the results 
were collated by internal audit and have 
been used as a key driver for the annual 
internal audit plan and have been reported 
to the board 
the risk committee focuses on reviewing 
management’s activities to continually 
monitor reduce and eliminate the risks 
identified operational management are 
asked to present to the risk committee on 
a cyclical basis on the progress of agreed 
actions against each major risk identified 
the output from the risk committee is 
shared with the audit committee twice 
annually and the chief executive of the  n brown group plc annual report  accounts 2010 30
corporate governance report
group and audit committee chairman by 
exception if required the group head of 
internal audit acts as the chairman of the 
risk committee
in pursuance of the above the board of 
directors through and with the benefit 
of the reports and recommendations of 
the audit committee has reviewed the 
effectiveness of the system of internal risk 
control for the year under review as well 
as receiving regular reports from the risk 
committee described above the board 
through the audit committee discusses 
with the external auditors and the internal 
audit department the results of their work 
and any resulting internal control issues 
including the implementation of action 
points arising from previous audits 
the internal audit function is independent 
of management and the head of the 
function has direct access to the chairman 
of the audit committee and the chief 
executive of the group internal audit 
plans are discussed and agreed annually 
between the group head of internal audit 
and the audit committee 
appropriate internal financial controls 
are in place throughout the group some 
of which have already been referred 
to in this statement other examples 
include the existence of a welldefined 
group organisation structure with 
clear lines of responsibility and explicit 
authority delegated to divisional boards 
and executive management and a 
comprehensive financial reporting system 
which communicates plans budgets 
and monthly results to relevant levels of 
management including the board 
the company has complied and continues 
to comply with the provisions of the code 
on internal controls and the relevant 
parts of the turnbull and smith guidance 
there is an ongoing process in place for 
identifying evaluating and managing the 
significant risks facing the group that 
has been in place throughout the year 
under review and to the date of approval 
of the accounts this process has been 
reviewed by the audit committee and 
the board and accords with guidance 
appended to the code the board has not 
identified nor been advised of any failings 
or weaknesses which it has determined to 
be material
relations with investors 
the company places considerable 
importance on good communication 
with shareholders both institutional and 
individual investors institutional investors 
fund managers and analysts are kept 
informed of the company’s overall strategy 
through regular meetings and company 
‘roadshows’ all nonexecutive directors 
are kept informed of shareholders’ views 
through detailed feedback on surveys and 
polls and analyst and broker reports are 
tabled at each board meeting the senior 
nonexecutive director makes himself 
available to meet with and understand  
the views of major shareholders 
the company aims to ensure that all 
shareholders have full and timely access 
to the information it discloses in the 
annual report the yearly and half yearly 
announcements and interim management 
statements and that shareholders have 
the opportunity to meet with the executive 
management team at least twice a year at 
the announcement of the group’s results 
at the analyst’s financial presentation and 
also by constructive use of the annual 
general meeting nonexecutive and 
executive directors also attend meetings 
with shareholders on request as well as 
being provided with a copy of the annual 
report and results announcements our 
website provides shareholders with 
comprehensive and accessible information 
about the group and it’s activities 
shareholders views and feedback reports 
are also included in the director’s board 
packs as and when received n brown group plc annual report  accounts 2010 31
remuneration report
introduction 
this report has been prepared in 
accordance with the provisions of the 
companies act 2006 and schedule 8 to 
the large and mediumsized companies 
and groups accounts and reports 
regulations 2008 this report also meets 
the relevant requirements of the listing 
rules of the financial services authority 
and describes how the board have 
applied the principles relating to directors’ 
remuneration set out in the combined 
code on corporate governance 2008 
“the code” 
this report will be put to an advisory vote 
of the company’s shareholders at the 
annual general meeting on 6 july 2010 
the auditors are required to report on 
certain parts of this report and to state 
whether in their opinion that part of 
the report has been properly prepared 
in accordance with the companies act 
2006 the report is therefore divided 
into separate sections for audited and 
unaudited information 
unaudited information 
remuneration committee 
the board has established a remuneration 
committee constituted in accordance with 
the recommendations of the code “the 
committee”
during the financial year the committee 
comprised ivan fallon chairman lord 
stone of blackheath john mcguire and 
anna ford all of whom are nonexecutive 
and considered by the company to be 
independent the committee members 
have no personal financial interest other 
than as shareholders in matters to be 
decided no potential conflicts of interest 
arising from crossdirectorships and no 
daytoday involvement in running the 
business the committee has formal 
written terms of reference which are 
available for shareholders to inspect and 
on the corporate website the committee 
met four times during the year with full 
attendance on each occasion 
the committee’s work is supported by 
independent professional advice deloitte 
llp in their capacity as the company’s 
auditors also provided tax services to 
the group remuneration benchmarking 
and other remuneration data taken from 
deloitte publications were also used 
ernst  young llp provided advice in 
respect of certain executive remuneration 
issues while pinsent masons llp and 
addleshaw goddard llp both provided 
legal advice in relation to the company’s 
share incentive arrangements as well as 
general group legal advice the committee 
also received further advice in respect of 
the chief executive’s pension arrangements 
from mercer human resource consulting 
limited deloitte llp and pinsent masons 
llp the latter two are general advisers 
to the company who were not specifically 
appointed by the committee ernst  
young llp and mercer human resource 
consulting limited were specifically 
appointed by the committee the terms of 
reference of the company’s professional 
advisors are available on request from 
the company secretary in determining 
the finance director’s remuneration for 
the year the committee also consulted 
with alan white the chief executive no 
director played any part in any discussion 
about his own remuneration 
the board and the remuneration 
committee have reviewed the group’s 
compliance with the code on remuneration 
related matters it is the opinion of the 
board that the group complied with the 
remuneration related aspects of the code 
during the year under review 
during the year the committee discussed 
the following matters
• reviewing and benchmarking the 
competitiveness of the remuneration 
policy and arrangements for executive 
directors and other members of senior 
management as well as other board and 
committee members
• reviewing the salary levels for executive 
directors and the senior members of the 
operating division
• agreeing the bonus payable for the 2009 
2010 period
• setting the parameters for the bonus 
scheme for 20102011
• agreeing the individual longterm share 
awards for 20092012 and reviewing 
the performance measures and targets 
applying to these awards
• approving vesting levels of long term 
and deferred bonus incentive schemes 
for the 20062009 and 20072009 
schemes respectively
• approving this remuneration report
• reviewing current investor guidelines on 
executive remuneration
remuneration policy for executive 
directors and senior executives 
the committee’s policy is designed to 
ensure that the main elements of the 
remuneration package attract motivate 
and retain executive directors and senior 
executives by offering them competitive 
remuneration packages which are 
prudently constructed sufficiently 
stretching and linked to profitability  
and individual and corporate performance 
targets the normal remuneration package 
for executive directors comprises basic 
salary an annual performancerelated 
bonus including a deferred element with 
a matching share award subject to a 
further performance condition a longterm 
incentive programme a valuecreation 
incentive scheme a pension and other 
benefits in kind including a company car 
allowance and medical insurance 
the committee regularly reviews the 
structure of executive remuneration 
including the balance between fixed and 
variable pay to ensure that it remains 
competitive and stretching all pay and 
incentives are subject to the individual 
review and scrutiny of the committee 
particularly in the case of share incentives 
both at the granting and the vesting stage 
all remuneration is set and reviewed by 
reference to improvements in financial 
and individual performance and is 
benchmarked to attract and retain the 
highest quality people this policy will 
continue to apply for the current financial 
year the committee will review the policy 
on an annual basis and recommend 
changes as and when appropriate the 
committee is entitled to consider corporate 
performance on environmental social and 
governance ‘esg’ issues when settling 
the remuneration of any executive director 
the committee is of the opinion that the 
structure of the incentive arrangements for 
senior managers does not raise esg risks 
by inadvertently motivating irresponsible 
behaviour or the taking of undue risks with 
the business
a comprehensive review of the bonus 
and remuneration structure and the use 
of longterm share based incentives was 
undertaken in 2008 the main outcome 
of that review was that a new long term 
incentive plan the value creation plan 
2009 be introduced and shareholder 
approval for this plan was obtained at the 
company’s 2009 general meeting held on 
26 february 2009
as a further consequence of the review 
the committee implemented revised 
vesting arrangements for longterm 
incentive share plan “ltip” awards from 
2009 onwards whereby the quantum of 
the award which might vest at median 
performance be reduced from 50 to 
25 in line with best practice
the charts as follows demonstrate  
the balance between fixed and  
variable performance based pay  
for each executive director n brown group plc annual report  accounts 2010 32
remuneration report
basic salary 
when determining the salary of the 
executive directors the committee takes 
into consideration the levels of base salary 
for similar positions with comparable 
status responsibility and skills in 
competitor organisations of broadly similar 
size and complexity in particular those 
existing in the home shopping and retail 
market sectors the performance of the 
individual executive director the individual 
executive director’s experience and 
responsibilities and the pay and conditions 
throughout the group salaries and 
conditions are reviewed on an annual basis 
and are subject to absolute improvements 
in group profitability and performance 
against personal and corporate objectives 
and peergroup benchmarking 
the current salaries of the executive 
directors are shown in the table below
 salaries as at june 2009
alan white £500000
dean moore £262500
in light of prevailing economic conditions 
after reviewing the salaries of the executive 
directors the committee decided to 
recommend no increase to the executive 
directors’ salaries in 2009
annual performancerelated bonus 
the executive directors and senior 
executives participate in one of a number 
of annual performancerelated bonus 
schemes at the invitation of the committee 
each scheme is designed to thoroughly 
stretch the performance of the executive 
and is linked to absolute growth in annual 
profit the achievement of certain business 
targets and the achievement of personal 
objectives these targets are reviewed and 
agreed by the committee at the beginning 
of each financial year to ensure that they 
are appropriate to the current market 
conditions the longterm future of the 
company and that they continue to remain 
stretching and challenging the targets are 
linked to kpi’s which are drawn from and 
relate to the achievement of ‘mileposts’ 
contained in the company’s strategic three 
year plan they are therefore aligned to 
the strategic objectives of the company 
and aimed at increasing shareholder value 
whilst being prudent and safeguarding 
the longterm future of the company the 
maximum potential bonus payable to an 
executive director for 200910 and 201011 
is 100 of basic salary 75 of any bonus 
earned is payable in cash and 25 is 
deferred net of tax into company shares 
for two years and eligible for a 11 match 
on the pretax value of the shares awards 
of matching shares are released two 
years from their date of award provided 
the executive remains in employment and 
are subject to a financial performance 
condition requiring that growth in the 
company’s earnings per share must at 
least equal the growth of the retail price 
index over the deferral period 
the company’s deferred annual bonus 
scheme pursuant to which matching 
shares are awarded expires in 2011 and 
shareholder approval will be sought a 
the 2010 annual general meeting for its 
renewal as described in the notice of 
annual general meeting
the performance targets used for 200910 
were based on a combination of absolute 
growth in profit over the previous year’s 
reported profit before tax implementation 
of new company processes that will either 
be revenue enhancing or cost saving and 
the achievement of personal objectives 
the performance targets for 201011 have 
recently been reviewed and once again 
will be based upon a combination of profit 
growth and the achievement of personal 
and corporate objectives 
for the year under review the annual 
bonus for the executive directors was 
made up of 3 components namely group 
profit 80 achievement of corporate 
objectives 10 and the achievement of 
personal objectives 10 for 200910 the 
achievement of each element the bonus 
was scored as follows for both executive 
directors 
a group profit 80 of bonus
  the targeted adjusted profit before tax 
range for bonus purposes was £842m 
to £930m compared with the prior year 
adjusted result of £830m adjusted 
profit before tax for 200910 was 
£934m therefore the bonus payment 
due under this element of the scheme 
was 100
b corporate objectives 10 of bonus
  the corporate objective for the year  
in review was to implement company 
process changes that would generate 
incremental revenue or cost savings of 
up to £30m per annum cost savings  
in excess of £30m were achieved  
and therefore the payment due under 
this element of the bonus scheme  
was 100 
c  individual performance objectives 
10 of bonus
  several individual performance 
objectives are established for each 
senior executive these are stretching 
objectives designed to achieve 
exceptional improvements against 
the prior year or budgeted results or 
the delivery of a key strategic project 
linked to corporate strategy in the 
year in review amongst alan white’s 
personal objectives were to improve 
customer service by reducing the 
enquiry level by 10 to develop the 
online capabilities to increase online 
order penetration from 38 to 42 
to take measures to improve the bad 
debt to sales ratio and to develop the 
international business in both germany 
and the united states amongst dean 
moore’s personal objectives were 
objectives to achieve procurement 
analysis of performance vs non performance element of remuneration package
fixed pay
70
30
alan white dean moore
variable performance related pay
70
30 n brown group plc annual report  accounts 2010 33
remuneration report
the remuneration committee of the 
company recently decided to recommend 
to the board that for all future years the 
bonus scheme should be scored less 
on the achievement of profit and more 
on the achievement of objectives in the 
3year plan accordingly for 201011 the 
components of the annual bonus scheme 
will be made up of group profitability 
70 corporate objectives 15 and 
individual objectives 15
share incentives 
subject to the review of the committee 
executive directors and senior executives 
are considered to participate in one of 
either the company’s longterm incentive 
plan or one of its executive share option 
schemes the committee’s policy is 
that combined awards under both plans 
shall not be made other than where 
individual contribution to the performance 
of the group has been exceptional or 
on recruitment in addition it is the 
committee’s policy only to grant combined 
grants where full consideration has been 
given to the following
• the accounting impact and cost for 
the company and the dilutive cost 
for shareholders for a given share 
commitment to an executive 
• different performance conditions that 
might apply to awards and options or 
• the recruitment of a senior executive 
for the year under review no combined 
awards were made 
savings of £30m commercial savings 
of £15m and to enhance eps growth 
by 1p from tax planning and other 
profit measures the achievement for 
the individual performance objective 
elements of the bonus scheme for the 
executive directors was adjudged by 
the committee and the group chairman 
to be as follows
• alan white 69 
• dean moore 70
based on the results of the three elements 
comprised in the annual bonus scheme 
the bonus payable for the year under 
review 25 of which is compulsorily 
converted into shares and deferred for two 
years is as follows 
name   alan white dean moore 
200910 bonus  deferred shares paid   £484500 £254625
200910 matching share award contingent   £121125 £63656 
total 200910 bonus  matching share award as a age of salary   1211 1212 
existing schemes
longterm incentive share plan 
at the discretion and invitation of the committee executive directors and certain senior executives are eligible to participate in the  
group’s longterm incentive share plan the plan provides appropriate incentives to reward sustained success through the achievement  
of challenging business targets thereby better aligning the interests of shareholders and executives 
longterm incentive share plan description
maximum annual award  of salary 150   
nature of right a nil cost award over a fixed number of shares subject to the satisfaction of conditions 
performance period three years   
performance requirements  tsr subject to quartile ranking of company against comparator group of companies 
calculated over a performance period over three years
additional features none 
prior to 2008 the committee operated a policy of granting awards with an initial face value of 105 of salary for alan white and 75 of 
salary for dean moore for 2008 the committee resolved that it would operate a policy going forward of granting awards of up to 100  
of their salary to both executive directors
  n brown group plc annual report  accounts 2010 34
remuneration report
executive share option schemes 
for share option schemes a performance condition of growth in earnings per share “eps” applies see below 
the rationale for executives participating in the option schemes is the same as for their participation in the longterm share incentive plan 
term description 
schemes  inland revenue approved option scheme and the 2000 unapproved option scheme 
aggregate under both approved and unapproved schemes 
maximum annual award 200 of remuneration salary bonus and commission  
 “normal” maximum 100 of remuneration 
nature of right  a right to purchase a fixed number of shares at the market price on the date of grant 
subject to the satisfaction of conditions 
performance period three years from the date of grant 
performance requirements growth in eps equal to or greater than the growth of the retail price index “rpi” 92 
the company’s share option schemes expire in 2010 and shareholder approval will be sought at the 2010 annual general meeting for  
their renewal as described in the notice of annual general meeting
performance condition
the ltip performance condition is based 
upon total shareholder return “tsr” tsr 
as a performance condition is considered 
appropriate for the following reasons 
• market research indicated that tsr is a 
more appropriate and common measure 
for longterm incentive arrangements 
within ftse 250 companies 
• a tsr performance condition is more 
closely aligned with shareholder interests 
than earnings per share “eps” growth 
• a tsr performance condition more 
closely evaluates company performance 
against a basket of comparator 
companies in the same sector and
• a tsr performance condition is more 
easily understood and measurable by 
eligible executives and is considered to 
be a suitably challenging measure in the 
current retail sector trading environment
the committee determines whether 
the tsr performance conditions for 
share awards and options are satisfied 
by ranking the company over a three
year performance period measured 
from the date of grant against a group 
of comparator companies currently 
comprising alexon asos blacks 
leisure debenhams dsg international 
findel flying brands french connection 
halfords hmv home retail group 
instore jjb sports kesa electrical 
laura ashley marks  spencer moss 
bros group mothercare and next the 
committee determines from time to time 
which companies are to be added or 
removed from this comparator group 
vesting of awards
for existing awards made prior to 2009 
vesting 2010 and 2011 respectively the 
company’s tsr must be ranked at least 
at the median of the comparators in order 
for any of the award to vest at which level 
50 of the award vests between 50 
and 90 vests if the company’s tsr is 
ranked between the median and upper 
quartile and 100 of the award will vest 
if the company is ranked in the upper 
quartile
for 2009 awards onwards vesting in 2012 
the percentage award vesting at median 
performance has been reduced from 50 
to 25 of the maximum award 100 
will vest if the company’s tsr is ranked 
in the upper quartile and depending 
on rank between 25 and 85 of the 
award vesting where the company’s tsr 
is ranked between the median and upper 
quartiles
the company’s tsr performance against 
these targets is measured by reference to 
publicly available data produced by the 
company’s brokers credit suisse and by 
datastream the results are then reviewed 
and ratified by the remuneration committee 
before any final award is made
there are currently three awards 
outstanding under the longterm share 
incentive plans granted in 2007 2008 and 
2009 based on performance as at 30 april 
2010 the company’s tsr is currently at 
the date of this report ranked as follows
200710 upper quartile
200811 upper quartile
200912 second quartile n brown group plc annual report  accounts 2010 35
remuneration report
performance conditions
the first condition is related to the 
company’s absolute tsr performance 
the committee believes that under the 
vcp senior management should only be 
rewarded for delivering superior absolute 
shareholder returns and that therefore 
the tsr performance targets should be 
expressed in absolute terms accordingly 
in order for awards to begin to vest the 
company’s average tsr performance 
over the three years to the end of february 
2012 must have increased by at least 40 
compared with the company’s average 
share price from the announcement of the 
2008 interim financial results to the date 
of grant on 26 february 2009 202869p 
and in order for awards to be capable of 
vesting in full the tsr performance must 
have increased by at least 200 
in addition to this tsr condition the 
committee believes that the company’s 
financial position should be robust 
and therefore there is an additional 
performance condition that can reduce 
the percentage of an award that will 
vest accordingly in order for the award 
determined by performance against tsr 
performance condition to vest in full the 
company’s cumulative normalised eps 
over the period of four financial years from 
1 march 2008 to 28 february 2012 ie 
including the year just ended must be at 
least 100p from a base of 2075p on 1 
march 2008 this is equivalent to a yearon
year growth rate of 76 if the company’s 
cumulative normalised eps over this 
period is less than 100p but 90p or more 
awards would vest between 50 and 
100 on a straightline basis if cumulative 
normalised eps is less than 90p awards 
would lapse in full ‘cumulative’ means the 
aggregate of the normalised eps figures 
over the fouryear performance period
value creation plan 2009
shareholder approval was obtained at the company’s general meeting held on 26 february 2009 for the adoption of a new oneoff  
longterm incentive share plan the value creation plan 2009 “vcp” under which awards over a total of 35 million shares could be 
granted full details of the vcp and how it would work were explained to shareholders in the notice convening the meeting
these oneoff awards under the vcp were granted on 26 february 2009 the following directors have been granted awards under  
the vcp
name awards over
alan white chief executive 1200000 shares
dean moore finance director 500000 shares
selected other senior executives have also been granted awards over an additional 14 million shares in total awards over 31 million 
shares have been made no further awards will be made except for senior new hires or to take account of promotions
term description 
nature of right  a nil cost award over a fixed number of shares subject to the satisfaction of certain 
performance conditions
performance period  measured to the end of february 2012 options will vest as to onethird on each of the 
third fourth and fifth anniversaries of the date of grant and on the fifth anniversary the 
vested option can be exercised
performance requirements  absolute tsr and cumulative normalised eps targets both of the performance  
conditions must be satisfied in order for awards to vest n brown group plc annual report  accounts 2010 36
remuneration report
  potential termination potential payment potential payment in 
name payment upon company takeover event of liquidation
alan white 12 month’s salary nil unless terminated nil unless terminated
dean moore 12 month’s salary nil unless terminated nil unless terminated
apart from service contracts no executive director has any material interest in any contract with the company or its subsidiaries
all employee share schemes 
the group operates an hm revenue  
customs approved savings related share 
option scheme for the benefit of group 
employees provided that they have 
completed at least six months’ service 
eligible employees including executive 
directors and senior executives may 
be granted options over the company’s 
shares at a discount of up to 20 to the 
prevailing market price at the time of grant 
of the option which subject to certain 
conditions can be exercised after either 
three or five years 
the company’s savings related share 
option scheme expires in 2010 and 
shareholder approval will be sought at 
the 2010 annual general meeting for their 
renewal as described in the notice of 
annual general meeting
there is currently no intention to invite 
eligible employees to participate in the 
company’s share incentive plan sip 
shareholding guidelines
under the vcp the company is making 
arrangements to introduce formal share 
ownership guidelines under which the 
chief executive and the group finance 
director will respectively be required to 
hold company shares equal in value at the 
time of acquisition to 200 and 100 of 
their base salary respectively as at the 
date of this report the respective holdings 
are as follows as a  of base salary
• alan white 263
• dean moore 167
pension 
defined benefit scheme 
alan white is a member of the n brown 
group pension fund “the fund” which 
is a hm revenue  customs registered 
defined benefit scheme the group has 
also made an unregistered promise of 
benefits in addition to those of the fund 
such that the overall group provides 
for him at his normal retirement age of 
60 a pension accrual rate of 140th of 
pensionable salary which is defined as 
base salary only to give a maximum 
pension of 23 pensionable salary at 
normal retirement age including retained 
benefits and benefits earned in the 
fund prior to 1999 he is also provided 
with a lump sum death benefit of four 
times pensionable salary the pension 
is calculated on a final salary basis for 
service prior to 30 june 2005 and from 
then on a career average revalued earnings 
basis provided alan white remains in 
service until august 2010 his previous 
period of service with the group from 
1985 to 1999 will be included in full in the 
calculation of his current pension should 
alan white not remain in service until 
august 2010 his previous service shall 
count towards the calculation of his current 
pension on a pro rata basis in each 
case the pension will be subject to the 
above twothirds maximum in the case 
of early retirement the whole pension will 
be reduced for early payment in line with 
the fund rules and other factors agreed 
with alan white on retirement from the 
group both mr white and the group have 
an option that any pension payable under 
the unregistered scheme can be paid as 
a single lump sum no part of a director’s 
pensionable salary includes remuneration 
other than basic pay 
all members of the fund currently pay 
contributions or sacrifice salary at the 
rate of 6 or 8 of pensionable salary 
the group bears the cost of providing the 
lump sum death benefit and the balance 
of contributions necessary to finance fund 
benefits 
the fund is now closed to new entrants 
eligible employees who would otherwise 
have been entitled to join the fund are now 
able to join a new defined contribution 
pension scheme 
defined contribution scheme 
dean moore is a member of the defined 
contribution scheme members of this 
scheme pay contributions at the rate of 
6 of pensionable salary the company 
contributes 6 of dean moore’s annual 
salary into the defined contribution 
scheme 
benefits in kind 
executive directors receive the following 
additional benefits 
• a car and fuel allowance and 
• medical insurance 
directors’ contracts 
it is the company’s policy that executive 
directors should have contracts with an 
indefinite term providing for a maximum of 
12 month’s notice 
the policy on termination is that the 
company does not make payments 
beyond its contractual obligations in 
addition executive directors are expected 
to mitigate their loss or within existing 
contractual constraints accept phased 
payments the committee seeks to ensure 
that there are no unjustified payments for 
failure none of the executive directors’ 
contracts provides for liquidated damages 
there are no special provisions contained 
in any of the executive directors’ contracts 
that provide for longer periods of notice 
on a change of control of the company 
further there are no special provisions 
providing for additional compensation 
on an executive director’s cessation of 
employment with the company  n brown group plc annual report  accounts 2010 37
remuneration report
financial period source datastream
total return rebased to 100
ftse mid250 index
n brown group plc
300
250
200
150
100
50
0
feb 05 feb 06 feb 07 feb 08 feb 09 feb 10
n brown ftse 250 
total shareholder return performance n brown vs ftse 250
nonexecutive directors are retained 
on letters of appointment all non
executive appointments are for indefinite 
terms terminable upon six months 
notice and are subject to successful 
reelection upon retirement by rotation 
as required by the company’s articles of 
association termination carries no right to 
compensation other than that provided by 
general law
the details of directors’ contracts are 
summarised below 
additional directorships
executive directors are encouraged 
by the company to hold nonexecutive 
directorships in listed businesses fees 
for such directorships are retained by the 
executive director alan white currently 
holds a nonexecutive directorship with 
topps tiles plc for which he is paid a 
fee of £34000 per annum alan white is 
permitted to retain this fee
nonexecutive directors 
all nonexecutive directors have 
specific terms of engagement and their 
remuneration is determined by the board 
within the limits set by the articles of 
association and based on independent 
surveys of fees paid to nonexecutive 
directors of similar companies 
the basic fee paid to each nonexecutive 
director in the year was within the range 
£17000 – £33000 per annum a further 
fee of £5000 is payable for additional work 
performed in respect of the chairmanship 
of the remuneration and audit committees 
and £3000 for chairing the nominations 
committee the senior non executive 
director also receives an additional fee of 
£3000 in recognition of the further duties 
which that post entails nonexecutive 
directors cannot participate in any of the 
company’s share incentive schemes  
or performance based plans and are  
not eligible to join the company’s  
pension scheme 
performance graph 
the graph shows the company’s five 
year performance measured by tsr 
compared with the performance of the 
ftse mid250 index also measured by 
tsr the company is a member of this 
index and accordingly it is felt to be the 
most appropriate comparator group for 
this purpose 
name status date of unexpired notice 
  contractletter term period
lord alliance of manchester cbe nonexecutive 16 may 2007 na 6 months
alan white executive 10 august 2002 na 12 months
dean moore executive 20 december 2004 na 12 months
nigel alliance obe non executive 16 may 2007 na 6 months
ivan fallon non executive 30 may 2007 na 6 months
lord stone of blackheath non executive 30 may 2007 na 6 months
john mcguire non executive 16 may 2007 na 6 months
anna ford non executive 11 february 2009 na 6 months notes to the group accounts remuneration report
audited information
directors remuneration and interests
emoluments
the individual elements of directors emoluments for the year are as follows
    performance 2010 2009 
  salaries taxable related total total 
  fees benefits
1
 bonuses
2 3
 £000 £000
executive salaries
alan white 512 1 484 997 964 
dean moore 286 1 255 542 521 
    
non executive fees
lord alliance of manchester cbe 17 – – 17 17 
nigel alliance obe 18 – – 18 18 
ivan fallon 41 – – 41 41 
lord stone of blackheath 36 – – 36 36 
john mcguire 38 – – 38 38 
anna ford 32 – – 32 – 
 980 2 739 1721 1635 
    
1 taxable benefits comprise the provision of private medical cover
2 included in the performancerelated bonus awards stated above are £121125 for alan white and £63656 for dean moore which after deduction of income tax 
are shortly due to be transferred to the deferred annual bonus scheme
3 alan white and dean moore both waived their rights to the cash based element of the performancerelated bonus prior to its determination the amounts of 
£997000 and £542000 shown as emoluments for alan white and dean moore include amounts of £363375 and £190969 respectively which have been 
appointed to an employee benefit trust to be held for the benefits of their families
n brown group plc annual report  accounts 2010 38 n brown group plc annual report  accounts 2010 39
remuneration report
pensions
details of directors accrued pension entitlements under the groups defined benefit schemes are as follows
      transfer  transfer 
      value of increase value of 
  accrued increase accrued transfer accrued in transfer accrued 
  pension at during pension at value of pension at value during pension at 
  28 feb 09
1
 year
2
 27 feb 10
1
 increase
234
 28 feb 09
3
 year
345
 27 feb 10
3
  £’000 £’000 £’000 £’000 £’000 £’000 £’000
alan white 218 48 266 703 3485 569 4064
1 pension entitlements shown are those that would be paid annually on retirement based on service to the end of the year or leaving date if earlier
2 increase stated net of inflation
3 transfer values have been calculated on the basis of actuarial advice in accordance with actuarial guidance note 11
4 stated after deduction of members contributions
5 the change in the transfer value includes the effects of fluctuations in the transfer value due to factors beyond the control of the company and directors such
    as gilt yield changes
6 members of the scheme have the option to pay additional voluntary contributions neither the contributions nor the the resulting benefits are included in the  
above table
contributions paid by the company into the groups defined contribution scheme during the year in respect of dean moore amounted to 
£15750 2009 £15563
share options
details of directors share options are as follows
        market 
        price at date from 
  at 28 feb granted lapsed exercised at 27 feb exercise date of which 
  2009 in year in year in year 2010 price exercise exercisable expiry date
alan white
saye 4234 – – – 4234 2220p  01082011 31012012
  4234 – – – 4234
dean moore
saye 18579 – – 18579 – 880p 2310p 01082009 31012010
  – 8143 – – 8143 1860p  01082014 31012015
  18579 8143 – 18579 8143
the total gain made by dean moore on the exercise of the share option during the year was £26568
the market price of the companys shares at 27 february 2010 was 21560p 2009 19975p and the range during the year was 18650p 
to 27570p n brown group plc annual report  accounts 2010 40
remuneration report
deferred annual bonus share awards
details of awards made to the directors under the groups deferred annual bonus scheme are as follows
       market market 
       price at price at date from 
  at 28 feb awarded lapsed exercised at 27 feb date of date of which 
  2009 in year in year in year 2010 award exercise exercisable expiry date
alan white 29465 – – 29465 – 3440p 2180p 25052009 24112009
  49353 – – – 49353
1
 2300p  29052010 28112010
  – 45010 – – 45010 2470p  29052011 28112011
  78818 45010 – 29465 94363
dean moore 15381 – – 15381 – 3440p 2500p 25052009 24112009
  26058 – – – 26058
1
 2300p  29052010 28112010
  – 23165 – – 23165 2470p  29052011 28112011
  41439 23165 – 15381 49223
1 these awards were exchanged for an equivalent number of forfeitable share awards on 25 february 2010
the total gains made by alan white and dean moore on the exercise of the awards during the year was £64233 and £38452 
respectively n brown group plc annual report  accounts 2010 41
remuneration report
long term incentives
details of awards of shares made to the directors are as follows
       market market 
       price at price at date from 
  at 28 feb awarded lapsed exercised at 27 feb date of date of which 
  2009 in year in year in year 2010 award exercise exercisable expiry date
alan white
  59677 – – 59677 –
1
 1350p 2180p 08022009 07082009
  154769 – – 154769 –
1
 2075p 2180p 13062009 12122009
  61907 – – 61907 –
1
 2680p 2640p 19102009 18042010
  150560 – – – 150560
1 2
 3250p  18062010 17122010
  2180 – – – 2180
1 2
 3220p  16072010 15012011
  277200 – – – 277200
1
 1800p  02072011 01012012
  – 212691 – – 212691
1
 2350p  28052012 27112012
  706293 212691 – 276353 642631
dean moore
  80623 – – 80623 –
1
 2075p 2350p 13062009 12122009
  57664 – – – 57664
1 2
 3250p  18062010 17122010
  145530 – – – 145530
1
 1800p  02072011 01012012
  – 111663 – – 111663
1
 2350p  28052012 27112012
  283817 111663 – 80623 314857
1 exercise is subject to performance condition geared to total shareholder return
2 these awards were exchanged for an equivalent number of forfeitable share awards on 25 february 2010
the total gains made by alan white and dean moore on the exercise of the awards during the year was £630926 and £189464 
respectively
value creation plan
details of awards of shares made to the directors are as follows
       market market 
       price at price at date from 
  at 28 feb awarded lapsed exercised at 27 feb date of date of which 
  2009 in year in year in year 2010 award exercise exercisable expiry date
alan white
  1200000 – – – 1200000
1 2
 19925p  28022014 28022019
  1200000 – – – 1200000
dean moore
  500000 – – – 500000
1 2
 19925p  28022014 28022019
  500000 – – – 500000
1 exercise is subject to performance condition geared to total shareholder return and growth in earnings per share
2 these awards were exchanged for an equivalent number of contingent share awards on 25 february 2010 n brown group plc annual report  accounts 2010 42
remuneration report
interests
directors interests in shares of the company are as follows
    at 27 feb at 28 feb 
    2010 2009 
    ordinary ordinary 
    shares of  shares of  
    11
1
19p each 11
1
19p each
lord alliance of manchester cbe   75316182 75316182 
lord alliance of manchester cbe non beneficial   19731784 19731784 
alan white   610405 493581 
dean moore   204135 211919 
nigel alliance obe   24658313 24658313 
nigel alliance obe non beneficial   6830943 6830943 
ivan fallon   – – 
lord stone of blackheath   9047 9047 
john mcguire   9047 9047 
anna ford   – – 
together with other employees and former employees of the group the executive directors are potential beneficiaries of the following 
trusts and as such are deemed to have a beneficial interest in the following shares of the company held by these trusts
    at 27 feb at 28 feb 
    2010 2009
n brown group plc no2 employee share ownership trust   2004102 129924 
there have been no changes in the above interests of the directors between the year end and 30 april 2010
approval
this report was approved by the board of directors on 11 may 2010 and signed on its behalf by
ivan fallon
chairman of the remuneration committee n brown group plc annual report  accounts 2010 43
to the members of n brown group plc
we have audited the group financial 
statements of n brown group plc for 
the 52 weeks ended 27 february 2010 
which comprise the consolidated income 
statement the consolidated balance 
sheet the consolidated cash flow 
statement the consolidated statement of 
comprehensive income the consolidated 
statement of changes in equity the 
reconciliation of operating profit to 
net cash from operating activities and 
the related notes 1 to 29 the financial 
reporting framework that has been 
applied in their preparation is applicable 
law and international financial reporting 
standards ifrss as adopted by the 
european union
this report is made solely to the 
company’s members as a body in 
accordance with chapter 3 of part 16 of 
the companies act 2006 our audit work 
has been undertaken so that we might 
state to the company’s members those 
matters we are required to state to them 
in an auditors’ report and for no other 
purpose to the fullest extent permitted 
by law we do not accept or assume 
responsibility to anyone other than the 
company and the company’s members as 
a body for our audit work for this report 
or for the opinions we have formed
respective responsibilities of directors 
and auditors
as explained more fully in the directors’ 
responsibilities statement the directors 
are responsible for the preparation of the 
group financial statements and for being 
satisfied that they give a true and fair view 
our responsibility is to audit the group 
financial statements in accordance with 
applicable law and international standards 
on auditing uk and ireland those 
standards require us to comply with the 
auditing practices board’s apb’s ethical 
standards for auditors
scope of the audit of the financial 
statements
an audit involves obtaining evidence 
about the amounts and disclosures 
in the financial statements sufficient 
to give reasonable assurance that the 
financial statements are free from material 
misstatement whether caused by fraud 
or error this includes an assessment 
of whether the accounting policies are 
appropriate to the group’s circumstances 
and have been consistently applied and 
adequately disclosed the reasonableness 
of significant accounting estimates 
made by the directors and the overall 
presentation of the financial statements
opinion on financial statements
in our opinion the group financial 
statements
• give a true and fair view of the state of 
the group’s affairs as at 27 february 
2010 and of its profit for the 52 week 
period then ended
• have been properly prepared in 
accordance with ifrss as adopted by 
the european union and
• have been prepared in accordance with 
the requirements of the companies act 
2006 and article 4 of the ias regulation
opinion on other matter prescribed by 
the companies act 2006
• the part of the directors remuneration 
report to be audited has been properly 
prepared in accordance with the 
companies act 2006 and 
• in our opinion the information given in 
the directors’ report for the financial 
period for which the financial statements 
are prepared is consistent with the 
group financial statements
matters on which we are required to 
report by exception
we have nothing to report in respect of the 
following
under the companies act 2006 we are 
required to report to you if in our opinion
• certain disclosures of directors’ 
remuneration specified by law are not 
made or
• we have not received all the information 
and explanations we require for our 
audit
under the listing rules we are required to 
review
• the directors’ statement contained within 
the directors’ report in relation to going 
concern and
• the part of the corporate governance 
statement relating to the company’s 
compliance with the nine provisions 
of the june 2008 combined code 
specified for our review
other matter
we have reported separately on the parent 
company financial statements of n brown 
group plc for the 52 weeks ended 27 
february 2010
sharon fraser senior statutory auditor 
for and on behalf of deloitte llp
chartered accountants and statutory 
auditors 
manchester uk
11 may 2010
independent auditors’ report – group accounts n brown group plc annual report  accounts 2010 44
    2010 2009 
for the 52 weeks ended 27 february 2010  note £m £m
revenue  3 6900 6625 
operating profit   5 976 955 
investment income  7 29 41 
finance costs  8 74 169
profit before taxation and fair value adjustments to financial instruments   931 827
fair value adjustments to financial instruments  18 74 96
profit before taxation   857 923
taxation  9 232 302
profit attributable to equity holders of the parent   625 621
adjusted earnings per share   11
basic   2477p 2196p
diluted    2473p 2190p
earnings per share   11
basic   2283p 2288p
diluted    2279p 2282p
consolidated statement of comprehensive income
    2010 2009 
for the 52 weeks ended 27 february 2010  note £m £m
profit for the period    625 621
other items of comprehensive income
exchange differences on translation of foreign operations    02 17
actuarial losses on defined benefit pension schemes   28 12 17
tax relating to components of other comprehensive income  9 03 05
    11 05
total comprehensive income for the period attributable to equity holders of the parent   614 626 
consolidated income statement n brown group plc annual report  accounts 2010 45
consolidated balance sheet
   2010 2009 2008 
   £m £m £m 
    restated restated 
as at 27 february 2010 note  see note 1 see note 1
noncurrent assets 
intangible assets 12 363 328 309
property plant  equipment 13 689 750 705
deferred tax assets 20 36 67 91
   1088 1145  1105
current assets 
inventories 15 624 698 681
trade and other receivables 16 4613 4515 4020
derivative financial instruments 18 23 97 01
cash and cash equivalents 24 599 517 508
   5859 5827 5210
total assets  6947 6972  6315
current liabilities 
bank overdrafts 17 – – 02
trade and other payables 21 1054 1061 1067
current tax liability  241 138 132
   1295 1199 1201
net current assets  4564 4628  4009
noncurrent liabilities   
bank loans 17 2300 2700 2500
retirement benefit obligation 28 18 40 58
deferred tax liabilities 20 144 203 124
   2462 2943 2682
total liabilities  3757 4142 3883
net assets  3190 2830  2432
equity     
share capital 22 308 303  300
share premium account  110 110  110
own shares 23 04 02 01
foreign currency translation reserve  27 29 12
retained earnings   2749 2390  2011
total equity  3190 2830  2432
the financial statements of n brown group plc registered number 814103 were approved by the board of directors and authorised for 
issue on 11 may 2010
they were signed on its behalf by
alan white
dean moore
directors n brown group plc annual report  accounts 2010 46
consolidated cash flow statement
    2010 2009 
for the 52 weeks ended 27 february 2010  note £m £m
net cash from operating activities   917 387
investing activities 
purchases of property plant and equipment   24 129
purchases of intangible fixed assets   108 83
proceeds on disposal of property plant and equipment   19 –
interest received   01 10
net cash used in investing activities   112 202
financing activities
interest paid   40 131
dividends paid   295 249
repayment ofincrease in bank loans   400 200
decrease in bank overdrafts   – 02
proceeds on issue of shares held by esot   12 06
net cash used in financing activities   723 176
net increase in cash and cash equivalents   82 09 
cash and cash equivalents at beginning of period   517 508
cash and cash equivalents at end of period  24 599 517
reconciliation of operating profit to net cash from operating activities
    2010 2009 
for the 52 weeks ended 27 february 2010   £m £m
operating profit   976 955 
adjustments for
 depreciation of property plant and equipment   70 58 
 amortisation of intangible assets   73 64 
share option charge    19 18
 profit on disposal of property plant and equipment   04 – 
operating cash flows before movements in working capital   1134 1095
decreaseincrease in inventories   74 17 
increase in trade and other receivables   102 511 
decreaseincrease in trade and other payables   05 50 
pension obligation adjustment   40 39
cash generated by operations   1061 578
taxation paid   144 191
net cash from operating activities   917 387 n brown group plc annual report  accounts 2010 47
consolidated statement of changes in equity
      foreign  
    currency 
  share   share   own    translation   retained   
 capital premium shares reserve earnings total 
  £m   £m   £m   £m   £m   £m 
 note 22  note 23 
changes in equity for the 52 weeks  
ended 27 february 2010
balance at 28 february 2009  
as previously stated    303   110   02  29   2443   2883
change in accounting policy note 1  –  –  –  –   53  53
  
restated balance as at 28 february 2009   303   110   02  29   2390   2830 
  
profit for the period  –  –  –  –   625   625 
other items of comprehensive income  
for the period  –  –  –  –   11  11
total comprehensive income  
for the period   –  –  –  –   614   614
  
equity dividends declared  –  –  –  –   295 295
issue of ordinary share capital   05  –  –  –  –   05 
purchase of own shares by esot  –  –   05 –  –   05
issue of own shares by esot  –  –   03  –  –   03 
adjustment to equity for share payments  –  –  –  –   09   09 
exchange difference on translation of   
overseas operations  –  –  –   02  02  –
share option charge  –  –  –  –   19   19 
tax on items recognised directly in equity  –  –  –  –   10   10 
balance at 27 february 2010   308   110   04  27   2749   3190 
  
changes in equity for the 52 weeks  
ended 28 february 2009   
  
balance at 1 march 2008 as  
previously stated   300   110   01  12   2064   2485
change in accounting policy note 1  –  –  –  –   53  53
restated balance as at 1 march 2008   300   110   01  12   2011   2432 
  
profit for the period  –  –  –  –   621   621 
other items of comprehensive income   
for the period  –  –  –  –   05   05
total comprehensive income  
for the period –  –  –  –   626   626
equity dividends declared  –  –  –  –   249  249
issue of ordinary share capital   03  –  –  –  –   03 
purchase of own shares by esot  –  –   03 –  –   03
issue of own shares by esot  –  –   02  –  –   02 
adjustment to equity for share payments  –  –  –  –   04   04 
exchange difference on translation   
of overseas operations  –  –  –   17   17 –
share option charge  –  –  –  –   18   18 
tax on items recognised directly in equity  –  –  –  –   03  03
balance at 28 february 2009   303   110   02  29   2390   2830 notes to the group accounts
n brown group plc annual report  accounts 2010 48
1 general information
n brown group plc is a company 
incorporated in the united kingdom under 
the companies act 2006 the address of 
the registered office is listed at the end 
of the report the nature of the group’s 
operations and its principal activities are 
set out on page 22 of the directors’ report 
these financial statements are presented 
in pounds sterling because that is the 
currency of the primary economic 
environment in which the group operates 
foreign operations are included in 
accordance with the policies set out  
in note 2 
the groups financial statements for  
the 52 weeks ended 27 february 2010 
have been prepared in accordance with 
international financial reporting standards 
ifrs as adopted for use in the eu
the accounting policies have been applied 
consistently in the current and prior 
periods other than that as set out below
adoption of new and revised standards
in the current period the following new and 
revised standards and interpretations have 
been adopted
ias 38 intangible assets following an 
amendment to ias 38 all expenditure 
relating to the production of home 
shopping catalogues should be charged to 
the income statement as incurred rather 
than recognising them as a prepayment 
asset until the date of despatch as a result 
of this change in accounting policy the 
comparative amounts have been restated 
as shown in the table below
ias 1 revised requires the presentation 
of a statement of changes in equity as 
a primary statement separate from the 
income statement and statement of 
comprehensive income as a result a 
consolidated statement of changes in 
equity has been included in the primary 
statements showing changes in equity  
for each period presented
ifrs 8  operating segments the 
reporting requirements of ifrs 8 have 
been adopted in the current year ifrs 8 
concerns the disclosure and presentation 
of information that allows users of its 
financial statements to evaluate the nature 
and financial effects of the  business 
activities of the group it has not affected 
the measurement of the groups profit 
assets or liabilities the group has only  
one reportable business segment which  
is home shopping
amendment to ifrs 2 – sharebased 
payment vesting conditions and 
cancellations the amendments clarify 
the definition of vesting conditions for the 
purposes of ifrs 2 introduce the concept 
of non vesting conditions and clarify the 
accounting treatment for cancellations 
the amendment has not impacted on the 
financial statements
standards in issue not yet effective
at the date of authorisation of these 
financial statements the following 
standards and interpretations which  
have not yet been applied in these  
financial statements were in issue but  
not yet effective and in some cases  
had not yet been adopted by the eu
ifrs 1 amendedias 27 amended
– cost of an investment in a subsidiary 
jointly controlled entity or associate
ifrs 3 revised 2008
– business combinations
ias 27 revised 2008
– consolidated and  
separate financial statements
ias 28 revised 2008
– investments in associates
ifric 17
– distributions of noncash assets  
to owners
improvements to ifrss april 2009
the directors do not expect that the 
adoption of these standards and 
interpretations in future periods will have a 
material impact on the financial statements 
of the group except for treatment of 
acquisition of subsidiaries and associates 
when ifrs 3 revised 2008 ias 27 
revised 2008 and ias 28 revised 2008 
come into effect for business combinations 
for which the acquisition date is on or after 
the beginning of the first of the annual 
period beginning on or after 1 july 2009
2 accounting policies
adoption of international financial 
reporting and accounting standards 
ifrs
the group has adopted standards and 
interpretations issued by the international 
accounting standards board iasb and 
the international financial reporting 
interpretations committee ifric of the 
iasb that are relevant to its operations
individual standards and interpretations 
have to be adopted by the european 
commission ec and the process leads 
to a delay between the issue and adoption 
of new standards and interpretations 
and in some cases amendments by the 
ec where the group has applied a new 
standard or interpretation in advance of 
ec adoption this will be noted below in the 
relevant policy statement
basis of accounting 
the financial statements have been 
prepared in accordance with ifrs  
the financial statements have also  
been prepared in accordance with  
ifrss adopted by the european union  
and therefore comply with article 4 of  
the eu ias regulation 
the financial statements have been 
prepared on the historical cost basis 
except for the revaluation of certain financial 
instruments the principal accounting 
policies adopted are set out as follows 
    2009 2008 
   £m £m
retained earnings as previously reported    2443   2064
reduction in trade and other receivables     73  42
increase in trade and other payables    –   31
increase in deferred tax asset    20  20
retained earnings as restated    2390  2011
the net impact of £53m on the balance sheet for each prior period was the same  
and therefore there is no impact on the reported profits for the prior periods notes to the group accounts
n brown group plc annual report  accounts 2010 49
accounting period 
throughout the accounts the directors 
report and financial review reference to 
2010 means at 27 february 2010 or the  
52 weeks then ended reference to 2009 
means at 28 february 2009 or the 52 weeks 
then ended reference to 2008 means at  
1 march 2008 or the 53 weeks then ended
basis of consolidation 
the consolidated financial statements 
incorporate the financial statements  
of the company and entities controlled  
by the company its subsidiaries made  
up to the saturday that falls closest to  
28 february each year the employee 
share ownership trust and the no 2 
employee share ownership trust  
“the employee trusts” are also made up 
to a date coterminus with the financial 
period of the parent company 
the results of subsidiaries acquired or 
disposed of during the period are included 
in the consolidated income statement 
from the effective date of acquisition or 
up to the effective date of disposal as 
appropriate control is achieved where 
the company has the power to govern 
the financial and operating policies of an 
investee entity so as to obtain benefits 
from its activities where necessary 
adjustments are made to the financial 
statements of subsidiaries to bring the 
accounting policies used into line with 
those used by the group 
all intragroup transactions balances 
income and expenses are eliminated on 
consolidation 
business combinations 
the acquisition of subsidiaries is 
accounted for using the purchase method 
the cost of the acquisition is measured 
at the aggregate of the fair values at 
the date of exchange of assets given 
liabilities incurred or assumed and 
equity instruments issued by the group 
in exchange for control of the acquiree 
plus any costs directly attributable to the 
business combination the acquiree’s 
identifiable assets liabilities and contingent 
liabilities that meet the conditions for 
recognition under ifrs 3 are recognised at 
their fair value at the acquisition date 
goodwill 
goodwill arising on acquisition is 
recognised as an asset and initially 
measured at cost being the excess of 
the cost of the business combination over 
the group’s interest in the net fair value 
of the identifiable assets liabilities and 
contingent liabilities recognised if after 
reassessment the group’s interest in the 
net fair value of the acquiree’s identifiable 
assets liabilities and contingent liabilities 
exceeds the cost of the business 
combination the excess is recognised 
immediately in profit or loss 
goodwill is reviewed for impairment at least 
annually any impairment is recognised 
immediately in the income statement and  
is not subsequently reversed 
on disposal of a subsidiary the 
attributable amount of goodwill is included 
in the determination of the profit or loss  
on disposal
purchased goodwill arising on acquisitions 
before 1 march 1998 was charged against 
reserves in the year of acquisition in 
accordance with uk gaap and has not been 
reinstated and is not included in determining 
any subsequent profit or loss on disposal 
revenue recognition 
revenue is measured at the fair value of 
the consideration received or receivable 
and represents the total amount receivable 
for goods and services provided in the 
normal course of business net of returns 
vat and sales related taxes 
sales of goods are recognised when 
goods are delivered and title has passed 
interest income is accrued on a time basis 
by reference to the principal outstanding 
and the applicable effective interest rate 
which is the rate that exactly discounts 
estimated future cash receipts through  
the expected life of the financial assets  
to that assets net carrying amount 
revenue from noninterest related  
financial income is recognised when  
the services have been performed 
property plant  equipment 
property plant and equipment is stated  
at cost less accumulated depreciation  
and any provision for impairment in value 
depreciation is charged so as to write 
off the cost of assets to their estimated 
residual values based on current prices 
at the balance sheet date over their 
remaining useful lives using the straight
line method no depreciation is charged on 
freehold land in this respect the following 
annual depreciation rates apply
freehold buildings 2 
leasehold property  over the period  
and improvements of the lease 
motor vehicles 20 
computer equipment 20 
plant and machinery  between  
5 and 20 
fixtures and fittings  between  
10 and 20
assets held under finance leases are 
depreciated over their expected useful 
lives on the same basis as owned assets 
or where shorter over the term of the 
relevant lease 
the gain or loss arising on the disposal 
or retirement of an asset is determined as 
the difference between the sales proceeds 
and the carrying amount of the asset and 
is recognised in income 
borrowing costs 
borrowing costs directly attributable to  
the acquisition construction or production 
of qualifying assets which are assets that 
necessarily take a substantial period of 
time to get ready for their intended use 
or sale are added to the cost of those 
assets until such time as the assets are 
substantially ready for their intended use 
or sale 
all other borrowing costs are recognised 
in profit or loss in the period in which they 
are incurred  notes to the group accounts
n brown group plc annual report  accounts 2010 50
intangible assets 
computer software development costs 
that generate economic benefits beyond 
one year are capitalised as an intangible 
assets and amortised on a straightline 
basis over five years 
customer databases arising on 
acquisitions assessed under the 
requirements of ifrs 3 are amortised over 
their useful economic lives which have 
been assessed as being five years 
legally protected or otherwise separable 
trade names acquired as part of a 
business combination are capitalised at 
fair value on acquisition brand names are 
individually assessed and are assumed 
to have an indefinite life and are not 
amortised but are subject to annual 
impairment tests
impairment of tangible and intangible 
assets excluding goodwill 
at each balance sheet date the group 
reviews the carrying value of its tangible 
and intangible 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 asset is estimated in order 
to determine the extent of the impairment 
loss if any where the asset does not 
generate cash flows that are independent 
from other assets the group estimates the 
recoverable amount of the cashgenerating 
unit to which the asset belongs 
recoverable amount is the higher of fair 
value less costs to sell and value in use 
in assessing value in use the estimated 
future cash flows are discounted to their 
present value using a discount rate that 
reflects current market assessments of the 
time value of money and the risks specific 
to the asset for which the estimate of 
future cash flows have not been adjusted
 
if the recoverable amount of an asset or 
cashgenerating unit is estimated to be 
less than its carrying amount the carrying 
amount of the asset cashgenerating 
unit is reduced to its recoverable amount 
an impairment loss is recognised as an 
expense immediately
where an impairment loss subsequently 
reverses the carrying amount of the asset 
cashgenerating unit is increased to the 
revised estimate of its recoverable amount 
but so that the increased carrying amount 
does not exceed the carrying amount 
that would have been determined had 
no impairment loss been recognised for 
the asset cashgenerating unit in prior 
years a reversal of an impairment loss is 
recognised as income immediately
leasing 
leases are classified as finance leases 
whenever the terms of the lease transfer 
substantially all the risks and rewards of 
ownership to the lessee all other leases 
are classified as operating leases 
rentals payable under operating leases are 
charged to income on a straightline basis 
over the term of the relevant lease 
assets held under finance leases are 
included in tangible fixed assets at a value 
equal to the original costs incurred by the 
lessor less depreciation and obligations to 
the lessor are shown as part of creditors 
the interest element is charged to the 
income statement over the period of the 
lease to produce a constant rate of charge 
on the balance of capital repayments 
outstanding 
inventories 
inventories have been valued at the 
lower of cost and net realisable value 
cost comprises direct materials and 
those overheads that have been incurred 
in bringing inventories to their present 
location and condition based on the 
standard costing method cost has been 
calculated on a firstinfirstout basis 
net realisable value means estimated 
selling price less all costs to be incurred in 
marketing selling and distribution 
taxation 
the tax expense represents the sum of the 
tax currently payable 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 
income statement because it excludes 
items of income or 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 or substantively 
enacted by the balance sheet date
deferred tax is the tax expected to be 
payable or recoverable on differences 
between the carrying amounts of assets 
and liabilities in the financial statements 
and the corresponding tax bases used 
in the computation of taxable profit and 
is accounted for using the balance sheet 
liability method deferred tax liabilities 
are generally recognised for all taxable 
temporary differences and deferred tax 
assets are recognised to the extent that 
it is probable that taxable profits will 
be available against which deductible 
temporary differences can be utilised 
such assets and liabilities are not 
recognised if the temporary difference 
arises from goodwill or from the initial 
recognition other than in a business 
combination of other assets and liabilities 
in a transaction that affects neither the tax 
profit nor the accounting profit 
deferred tax liabilities are recognised for 
taxable temporary differences arising on 
investments in subsidiaries 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 is calculated at the tax rates 
that are expected to apply in the period 
when the liability is settled or the asset 
is realised deferred tax is charged or 
credited in the income statement except 
when it relates to items charged or 
credited directly to equity in which case 
the deferred tax is also dealt with in equity 
foreign currencies 
the individual financial statements of 
each group company are presented in 
the currency of the primary economic 
environment in which it operates its 
functional currency for the purpose of 
the consolidated financial statements the 
results and financial position of each group 
company are expressed in pounds sterling 
which is the functional currency of the 
company and the presentation currency 
for the consolidated financial statements 
in preparing the financial statement of 
the individual companies transactions in 
currencies other than the entity’s functional 
currency foreign currencies are recorded 
at the rates of exchange prevailing on 
the dates of the transactions at each 
balance sheet date monetary assets and 
liabilities that are denominated in foreign 
currencies are retranslated at the rates 
prevailing on the balance sheet date non
monetary items carried at fair value that 
are denominated in foreign currencies are 
translated at the rates prevailing at the date 
when the fair value was determined non
monetary items that are measured in terms 
of historical cost in a foreign currency are 
not retranslated  notes to the group accounts
n brown group plc annual report  accounts 2010 51
exchange differences arising on the 
settlement of monetary items and on 
the retranslation of monetary items 
are included in profit or loss for the 
period exchange differences arising 
on the retranslation of nonmonetary 
items carried at fair value are included 
in profit or loss for the period except for 
differences arising on the retranslation of 
nonmonetary items in respect of which 
gains and losses are recognised directly in 
equity for such nonmonetary items any 
exchange component of that gain or loss 
is also recognised directly in equity 
in order to hedge its exposure to certain 
foreign exchange risks the group may 
enter into forward contracts and options 
see below for details of the group’s 
accounting policies in respect of such 
derivative financial instruments
 
for the purpose of presenting 
consolidated financial statements the 
assets and liabilities of the group’s foreign 
operations are translated at exchange 
rates prevailing on the balance sheet 
date income and expense items are 
translated at the average exchange rates 
for the period unless exchange rates 
fluctuate significantly during that period 
in which case the exchange rates at the 
date of transactions are used exchange 
differences arising if any are classified 
as equity and transferred to the group’s 
translation reserve such translation 
differences are recognised as income or 
as expenses in the period in which the 
operation is disposed of 
financial instruments 
financial assets and financial liabilities are 
recognised on the group’s balance sheet 
when the group becomes a party to the 
contractual provisions of the instrument 
profits and losses on financial instruments 
are recognised in the income statement as 
they arise 
trade receivables 
trade receivables are measured at 
amortised cost using the effective interest 
rate method appropriate allowances 
for estimated irrecoverable amounts are 
recognised in profit or loss when there 
is objective evidence that the asset is 
impaired the allowance recognised is 
measured as the difference between the 
asset’s carrying amount and the present 
value of estimated future cash flows 
discounted at the effective interest rate 
computed at initial recognition 
cash and cash equivalents 
cash and cash equivalents comprise cash 
on hand and demand deposits and other 
shortterm highly liquid investments that 
are readily convertible to a known amount 
of cash and are subject to an insignificant 
risk of changes in value 
financial liabilities and equity 
financial liabilities and equity instruments 
are classified according to the substance 
of the contractual arrangements entered 
into an equity instrument is any contract 
that evidences a residual interest in the 
assets of the group after deducting all of 
its liabilities 
bank borrowings 
interestbearing bank loans and overdrafts 
are recorded at the proceeds received 
net of direct issue costs finance charges 
including premiums payable on settlement 
or redemption and direct issue costs are 
accounted for on an accrual basis in profit 
or loss account using the effective interest 
method and are added to the carrying 
amount of the instrument to the extent that 
they are not settled in the period in which 
they arise
trade payables 
trade payables are not interest bearing 
and are stated at their nominal value 
equity instruments 
equity instruments issued by the company 
are recorded at the proceeds received net 
of direct issue costs
derivative financial instruments 
the group’s activities expose it primarily 
to the financial risks of changes in foreign 
currency exchange rates relating to the 
purchase of overseas sourced product 
and interest rates relating to the group’s 
debt the group uses foreign exchange 
forward contracts and interest rate swap 
contracts where appropriate to hedge 
these exposures in accordance with 
its treasury policy the group does not 
use derivative financial instruments for 
speculative purposes
the use of financial derivatives is governed 
by the group’s policies approved by 
the board of directors which provide 
written principles on the use of financial 
derivatives 
derivatives are stated at their fair 
value the fair value of foreign currency 
derivatives contracts is their quoted 
market value at the balance sheet date 
market values are based on the duration 
of the derivative instrument together with 
the quoted market data including interest 
rates foreign exchange rates and market 
volatility at the balance sheet date the 
fair value of interest rate contracts is the 
estimated amount that the group would 
receive or pay to terminate them at the 
balance sheet date taking into account 
prevailing interest rates 
changes in the fair value of currency 
derivative financial instruments are 
recognised in the income statement  
as they arise 
sharebased payments 
the group issues equitysettled share
based payments to certain employees 
equitysettled sharebased payments are 
measured at fair value at the date of grant 
the fair value determined at the grant 
date of the equitysettled sharebased 
payments is expensed on a straightline 
basis over the vesting period based on 
the group’s estimate of shares that will 
eventually vest fair value is measured by 
use of a blackscholes model 
retirement benefit costs 
payments to defined contribution 
retirement benefit schemes are charged 
as an expense as they fall due payments 
made to statemanaged retirement benefit 
schemes are dealt with as payments to 
defined contribution schemes where the 
group’s obligations under the schemes 
are equivalent to those arising in a defined 
contribution retirement benefit scheme 
for defined benefit retirement benefit 
schemes the cost of providing benefits is 
determined using the projected unit credit 
method with actuarial valuations being 
carried out at each balance sheet date 
actuarial gains and losses are recognised 
in full in the period in which they occur 
they are recognised outside profit or 
loss and presented in the statement of 
comprehensive income 
past service cost is recognised 
immediately to the extent that the benefits 
are already vested and otherwise is 
amortised on a straightline basis over  
the average period until the benefits 
become vested 
the retirement benefit obligation 
recognised in the balance sheet represents 
the present value of the defined benefit 
obligation as reduced by the fair value  
of scheme assets  notes to the group accounts
n brown group plc annual report  accounts 2010 52
    2010 2009 
3 revenue   £m £m
an analysis of the group’s revenue is as follows
sale of goods   4996 4813
rendering of services   1904 1812 
revenue   6900 6625 
investment income   29 41 
total revenue   6929 6666
 
critical judgements and key sources  
of estimation uncertainty 
the key assumptions concerning the 
future and other sources of estimation 
uncertainty at the year end date that have 
a significant risk of causing a material 
adjustment to the carrying amounts 
of assets and liabilities within the next 
financial year are discussed below 
trade receivables 
an appropriate allowance for estimated 
irrecoverable trade receivables is derived 
where there is an identified event which 
based on previous experience is evidence 
of a potential reduction in the recoverability 
of future cash flows this estimation is 
based on assumed collection rates which 
although based on the group’s historical 
experience of customer repayment 
patterns remains inherently uncertain
as a result this is continually assessed 
for relevance and adjusted appropriately 
further information is given in note 16 
inventory 
provision is made for those items of 
inventory where the net realisable value 
is estimated to be lower than cost net 
realisable value is based on both historical 
experience and assumptions regarding 
future selling values and is consequently  
a source of estimation uncertainty 
pensions
the liability recognised in the balance 
sheet in respect of the group’s defined 
benefit pension obligations represents the 
liabilities of the group’s pension scheme 
after deduction of the fair value of the 
related assets the scheme’s liabilities 
are derived by estimating the ultimate 
cost of benefits payable by the scheme 
and reflecting the discounted value of 
the proportion accrued by the year end 
the rate used to discount the resulting 
cash flows is equivalent to the market 
yield at the balance sheet date on high 
quality bonds with a similar duration to the 
scheme’s liabilities this rate is potentially 
subject to significant variation and changes 
to these rates could have a significant 
impact on the net deficit
going concern
in determining whether the group’s 
accounts can be prepared on a going 
concern basis the directors considered 
the group’s business activities together 
with factors likely to affect its future 
development performance and its financial 
position including cash flows liquidity 
position and borrowing facilities and the 
principal risks and uncertainties relating to 
its business activities these are set out 
within the financial review and discussed 
further in the chairman’s statement and 
chief executive’s review
the group has considered carefully 
its cash flows and banking covenants 
for the next twelve months from the 
date of signing the audited financial 
statements these have been appraised 
in light of the uncertainty in the current 
economic climate as such conservative 
assumptions for working capital 
performance have been used to determine 
the level of financial resources available to 
the company and to assess liquidity risk 
the key risk identified by the directors 
for these assumptions is the impact that 
a further deterioration in the economic 
climate will have on the performance  
of the group’s debtor book
the group’s forecasts and projections 
after sensitivity to take account of all 
reasonably foreseeable changes in 
trading performance show that the group 
will have sufficient headroom within its 
current loan facilities of £320m which are 
committed until 2012 it is the groups 
intention to open renewal negotiations with 
its bankers in the next twelve months to 
ensure appropriate levels of committed 
funds matching the groups medium 
term financing requirements are in place 
beyond 2012 after making appropriate 
enquiries the directors have a reasonable 
expectation that the company and the 
group have adequate resources to 
continue in operational existence  
for the foreseeable future accordingly 
they continue to adopt the going concern 
basis in the preparation of the annual 
report and accounts notes to the group accounts
n brown group plc annual report  accounts 2010 53
    2010 2009 
4 business segments   £m £m
revenue   
home shopping   6900 6625
operating profit
segment result  operating profit – home shopping   976 955 
fair value adjustments to financial instruments   74 96
investment income   29 41 
finance costs   74 169
profit before taxation   857 923 
taxation   232 302
profit after tax   625 621
the group has one business segment and one geographical segment that operates in and derives revenue from uk and ireland
the analysis above is in respect of continuing operations 
for the purposes of monitoring segment performance all assets and liabilities are allocated to the sole business segment  
being home shopping with the exception of current and deferred tax assets and liabilities there are no impairments of  
goodwill intangible assets or tangible assets in the current period 2009 £ nil
other information
     2010 2009 2008 
       £m   £m  £m 
      restated restated 
      see note 1 see note 1
capital additions    132 186 155
depreciation and amortisation    143 122 124
balance sheet
total segment assets    6911 6905 6224
total segment liabilities  3372 3801 3627
segment net assets    3539 3104 2597
unallocated assets    36 67 91
unallocated liabilities  385 341 256
consolidated net assets  3190 2830 2432 notes to the group accounts
n brown group plc annual report  accounts 2010 54
    2010 2009 
5 profit for the period   £m £m
continuing operations
revenue   6900 6625
cost of sales   3280 3101
gross profit   3620 3524
distribution costs   619 605
sales and administration costs   2025 1964
operating profit    976 955
profit for the period has been arrived at after chargingcrediting
      2010 2009 
      £m £m
net foreign exchange gains     25 30
depreciation of property plant and equipment       70 58 
amortisation of intangible assets     73 64
cost of inventories recognised as expense     2085 2060
staff costs     723 683
auditors remuneration for audit services see below   02 02
amounts payable to deloitte llp and their associates by the company and its uk subsidiary undertakings in respect of nonaudit 
services were £09m 2009 £03m
a more detailed analysis of auditors’ remuneration is provided below
    2010 2009 
    £m £m
audit fees 
the audit of the company’s subsidiaries pursuant to legislation   02 02
other services
tax services   08 03
corporate finance services   01 –
   09 03
fees payable for tax services relate to tax planning and compliance
fees payable to the company’s auditors for the audit of the company’s annual accounts were £10000 2009 £10000
 in addition to the amounts shown above the auditors received fees of £4000 2009 £4000 for the audit of the group pension scheme
a description of the work of the audit committee is set out in the corporate governance statement and includes an explanation  
of how auditor objectivity and independence is safeguarded when non audit services are provided by the auditors
6 staff costs   2010 2009
the average monthly number of employees including executive directors was 
distribution   1092 1160
sales and administration   2097 1970
   3189 3130
    2010 2009 
their aggregate remuneration comprised   £m £m
wages and salaries   614 576 
social security costs   65 64 
other pension costs see note 28   25 25 
share options costs see note 27   19 18
   723 683
details of individual directors’ remuneration is disclosed in the remuneration report on page 38 notes to the group accounts
n brown group plc annual report  accounts 2010 55
    2010 2009 
7 investment income   £m £m
interest on bank deposits   01 10
expected return on pension assets   28 31
   29 41
    2010 2009 
8 finance costs   £m £m
interest on bank overdrafts and loans   40 134
interest on pension scheme liabilities   34 35 
   74 169
      2010 2009 
9 tax     £m £m
current tax – charge for the period     239 216
current tax – adjustment in respect of previous periods     19 09
deferred tax see note 20     11 92
deferred tax – adjustment in respect of previous periods see note 20   37 03
   232 302 
uk corporation tax is calculated at 280 2009 2816 of the estimated assessable profit for the period  
taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions
the charge for the period can be reconciled to the profit per the income statement as follows
    2010 2009 
   £m £m
profit before tax   857 923
tax at the uk corporation tax rate of 280 2009 2816   240 260
effect of abolition of industrial building allowances   – 44
tax effect of expenses that are not deductible in determining taxable profit   16 10
effect of different tax rates of subsidiaries operating in other jurisdictions   06 06
tax effect of adjustments in respect of previous periods   18 06
tax expense for the period   232 302
in addition to the amount charged to the income statement tax movements recognised directly through equity were as follows
    2010 2009 
   £m £m
deferred tax – retirement benefit obligations   03 05
tax credit in the statement of comprehensive income   03 05
    2010 2009 
   £m £m
current tax – share based payments   11 10
deferred tax – share based payments   01 13
tax creditcharge in the statement of changes in equity   10 03 notes to the group accounts
n brown group plc annual report  accounts 2010 56
    2010 2009 
10 dividends   £m £m
amounts recognised as distributions to equity holders in the period
final dividend for the 52 weeks ended 28 february 2009 of 641p 2008 641p per share  175 174 
interim dividend for the 52 weeks ended 27 february 2010 of 438p 2009 278p per share  120 75
   295 249 
proposed final dividend for the 52 weeks ended 27 february 2010 of 641p 2009 641p per share  178 175
the proposed final dividend is subject to approval by shareholders at the annual general meeting and has not yet been included  
as a liability in these financial statements
11 earnings per share
the calculations of the basic and diluted earnings per share is based on the following data
    2010 2009 
earnings   £m £m
earnings for the purposes of basic and diluted earnings per share being
net profit attributable to equity holders of the parent   625 621
 
    2010 2009 
number of shares ’000s   number number
weighted average number of ordinary shares for the purposes of basic earnings per share  273772 271413 
effect of dilutive potential ordinary shares    
share options   435 728 
weighted average number of ordinary shares for the purposes of diluted earnings per share  274207 272141 
    2010 2009 
   £m £m
adjusted earnings
net profit attributable to equity holders of the parent   625 621
impact of exceptional tax charge in respect of the phasing out of industrial building allowances  – 44
fair value adjustment to financial instruments net of tax   53 69 
adjusted earnings for the purposes of adjusted earnings per share   678 596
the denominators used are the same as those detailed above for both basic and  
diluted earnings per share notes to the group accounts
n brown group plc annual report  accounts 2010 57
    customer 
  brands software database total 
12 intangible assets £m £m £m £m
cost
at 1 march 2008 79 760 19 858
additions – 83 – 83
at 28 february 2009 79 843 19 941
additions 10 98 – 108
at 27 february 2010 89 941 19 1049
amortisation   
at 1 march 2008 – 537 12 549
charge for the period – 61 03 64
at 28 february 2009 – 598 15 613
charge for the period – 70 03 73
at 27 february 2010 – 668 18 686
carrying amount
   
at 27 february 2010 89 273 01 363
at 28 february 2009 79 245 04 328
at 1 march 2008 79 223 07 309
assets in the course of construction included in intangible assets at the year end total £98m 2009 £46m
all additions relate to internal development apart from £10m within the current period which relates to the acquisition  
of the high and mighty brand name
amortisation of intangible assets is split equally between cost of sales and administration costs and disclosed in note 5
the amortisation periods for intangible assets are
     years
software    5
customer database    5
the brand names arising from the acquisition of gray  osbourn limited and high and mighty are deemed to have indefinite  
lives as there are no foreseeable limits to the periods over which they are expected to generate cash inflows and are subject to  
annual impairment tests
the carrying value of the brand names have been determined from a value in use calculation the key assumptions for this 
calculation are those regarding the discount rates growth rates and the forecast cash flows
the group prepares cash flow forecasts based on the most recent three year financial budgets approved by management and 
thereafter extrapolates cash flows in perpetuity with 27 growth assumed to reflect that there is no foreseeable limit to the period  
over which cash flows are expected to be generated the rate used to discount the forecast cash flows is 69 2009 84 notes to the group accounts
n brown group plc annual report  accounts 2010 58
   land and fixtures and 
   buildings equipment total 
13 property plant and equipment  £m £m £m
cost
at 1 march 2008  477 795 1272
additions  03 100  103
at 28 february 2009  480  895  1375 
additions  –  24  24 
disposals  18  04  22 
at 27 february 2010  462 915  1377 
accumulated depreciation and impairment   
at 1 march 2008  60  507  567
charge for the period   09  49  58
at 28 february 2009  69  556  625 
charge for the period  09  61  70 
released on disposals  03 04 07
at 27 february 2010  75 613 688
carrying amount     
at 27 february 2010  387  302  689 
at 28 february 2009  411  339  750
at 1 march 2008  417 288 705 
assets in the course of construction included in property plant and equipment at the year end date total £20m 2009 £29m 
no depreciation has been charged on these assets
at 27 february 2010 the group had entered into contractual commitments for the acquisition  of property plant and equipment 
amounting to £nil 2009 £nil
14 subsidiaries
 a list of the significant investments in subsidiaries including the name country of incorporation proportion of ownership interest is 
given in note 3 to the company’s separate financial statements
    2010 2009 
15 inventories   £m £m
finished goods   585 671 
sundry stocks   39 27 
   624 698  notes to the group accounts
n brown group plc annual report  accounts 2010 59
   2010 2009 2008 
   £m £m £m 
    restated restated 
16 trade and other receivables   see note 1 see note 1
amount receivable for the sale of goods and services  4940 4777 4184
allowance for doubtful debts  470 411 291
  4470 4366 3893
other debtors and prepayments  143 149 127
  4613 4515 4020
trade receivables are measured at amortised cost 
the average credit period given to customers for the sale of goods is 236 days 2009 241 days interest is charged at 399  
2009 388 on the outstanding balance generally receivables over 150 days past due are written off in full trade receivables 
that reach the trigger point of 56 days past due are provided for based on estimated irrecoverable amounts determined by 
reference to past default experience the carrying amount of trade receivables whose terms have been renegotiated but would 
otherwise be past due totalled £592m at 27 february 2010 2009 £510m
before accepting any new customer the group uses an external credit scoring system to assess the potential customer’s  
credit quality and defines credit limits by customer credit limits and scores attributed to customers are reviewed every  
28 days the credit quality of trade receivables that are neither past due nor impaired with regard to the historical default  
rate has remained stable
    2010 2009 
ageing of trade receivables   £m £m
current   3622 3502
0 – 28 days   627 620
29 – 56 days   267 267
57 – 84 days    161 161
85 – 112 days   133 121
over 112 days   130 106
total   4940 4777
    2010 2009 
movement in the allowance for doubtful debts   £m £m
balance at the beginning of the period   411 291
amounts charged net to the income statement   622 523
net amounts written off   563 403
balance at the end of the period   470 411
the concentration of credit risk is limited due to the customer base being large and unrelated and comprising 16 million  
2009 16 million customers accordingly the directors believe that there is no further credit provision required in excess  
of the allowance for doubtful debts all customer receivables are unsecured
the directors consider that the carrying amount of trade and other receivables approximates their fair value notes to the group accounts
n brown group plc annual report  accounts 2010 60
    2010 2009 
17 bank overdraft and loans   £m £m
bank loans   2300 2700 
the borrowings are repayable as follows
in the second year   400 –
in the third to fifth year   1900 2700
amounts due for settlement after 12 months   2300 2700
all borrowings are held in sterling
    2010 2009 
the weighted average interest rates paid were as follows    
bank overdrafts   15 50
bank loans   07 44
the principal features of the group’s borrowings are as follows    
i bank overdrafts are repayable on demand unsecured and bear interest at a margin over bank base rates
ii  the group has a bank loan of £190m 2009 £190m secured by a charge over certain ‘eligible’ trade debtors current and  
028 days past due of the group and is without recourse to any of the group’s other assets the facility has a current limit of 
£200m and finance costs are linked to us commercial paper rates and is committed until march 2012
  in addition the group has unsecured bank loans of £40m 2009 £80m drawn down under a medium term bank revolving credit 
facility of £120 million committed until january 2012
iii  all borrowings are arranged at floating rates thus exposing the group to cash flow interest rate risk the group use derivatives 
such as interest rate swaps where appropriate based on weighted average interest rates and the value of bank loans at  
27 february 2010 the estimated future interest cost per annum until maturity would be £16m 2009 £119m
  the maturity analysis of the group’s financial liability on an undiscounted basis assuming that the facilities are retained until 
the end of the committed period are as follows
    2010 2009 
   £m £m
on demand or within one year   16 119
in the second year   16 119
in the third to fifth year   2301 2809
   2333 3047
at 27 february 2010 the group had available £90m 2009 £50m of undrawn committed borrowing facilities in respect of which  
all conditions precedent had been met
the financial review on page 18 summaries the objectives and policies for holding or issuing financial instruments and similar 
contracts and the strategies for achieving those objectives that have been followed during the period
there is no material difference between the fair value and book value of the group’s borrowings and other financial assets and 
liabilities excluding derivative financial instruments in note 18 notes to the group accounts
n brown group plc annual report  accounts 2010 61
18 derivative financial instruments 
at the balance sheet date details of outstanding forward foreign exchange contracts that the group has committed to are as follows
    2010 2009 
   £m £m
notional amount – sterling contract value   373 360
fair value of asset recognised   23 97
 changes in the fair value of assets recognised being nonhedging currency derivatives amounted to a charge of £74m 2009 gain 
of £96m to income in the period
the financial instruments that are measured subsequent to initial recognition at fair value are all grouped into level 2 
level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable 
for the asset or liability either directly ie as prices or indirectly ie derived from prices
there were no transfers between level 1 and level 2 during the year
19 financial instruments 
capital risk management 
the group manages its capital to ensure that entities in the group will be able to continue as going concerns while maximising the 
return to stakeholders through the optimisation of the debt and equity balance the capital structure of the group consists of debt 
which includes the borrowings disclosed in note 17 cash and cash equivalents disclosed in note 24 and equity attributable to  
equity holders of the parent comprising issued capital reserves and retained earnings as disclosed in notes 22 to 23 and the 
statement of changes in equity 
gearing ratio 
the gearing ratio at the year end is as follows
   2010 2009 2008 
  £m £m £m 
   restated restated 
   see note 1 see note 1
debt  2300 2700 2502
cash and cash equivalents  599 517 508
net debt  1701 2183 1994
equity  3190 2830 2432
net debt to equity ratio  53 77 82
debt is defined as long and shortterm borrowings as detailed in note 17 
equity includes all capital and reserves of the group attributable to equity holders of the parent
externally imposed capital requirement 
the group is not subject to externally imposed capital requirements
significant accounting policies 
details of the significant accounting policies and methods adopted including the criteria for recognition the basis of measurement 
and the basis on which income and expenses are recognised in respect of each class of financial asset financial liability and 
equity instrument are disclosed in note 2
financial risk management objectives 
the financial risks facing the group include currency risk credit risk liquidity risk and cash flow interest rate risk the group seeks 
to minimise the effects of certain of these risks by using derivative financial instruments to hedge these risk exposures as governed 
by the group’s policies the group does not enter into or trade financial instruments including derivative financial instruments for 
speculative purposes
foreign currency risk management 
the group undertakes certain transactions denominated in foreign currencies hence exposures to exchange rate fluctuations 
arise exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts
it is the policy of the group to enter into forward foreign exchange contracts to cover specific foreign currency payments for the 
purchase of overseas sourced products group policy allows for these exposures to be hedged for up to three years ahead notes to the group accounts
n brown group plc annual report  accounts 2010 62
19 financial instruments continued 
 at the balance sheet date details of the notional value of outstanding us dollar forward foreign exchange contracts that the group 
has committed to are as follows
    2010 2009 
   £m £m
less than 6 months   196 122
6 to 12 months   177 184
12 to 18 months   – 54
   373 360
 
forward contracts outstanding at the period end are contracted at us dollar exchange rates ranging between 149 and 167
the carrying amounts of the group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date  
are as follows
  liabilities assets
  2010 2009 2010 2009 
 £m £m £m £m
euro 15 22 139 129
us dollar 14 33 – –
foreign currency sensitivity analysis 
the following table details the group’s hypothetical sensitivity to a 10 increase and decrease in sterling against the relevant  
foreign currencies the sensitivity rate of 10 represents the directors assessment of a reasonably possible change the sensitivity 
analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for  
a 10 change in foreign currency rates a positive number below indicates an increase in profit before tax
  euro  us dollar 
 currency  currency 
 impact  impact
  2010 2009 2010 2009 
 £m £m £m £m
income statement
sterling strengthens by 10 13 12 02 04
sterling weakens by 10 12 10 01 03 notes to the group accounts
n brown group plc annual report  accounts 2010 63
19 financial instruments continued 
interest rate risk management 
the group is exposed to interest rate risk as entities in the group borrow funds at floating interest rates where appropriate 
exposure to interest rate fluctuations on indebtedness is managed by using derivatives such as interest rate swaps
interest rate sensitivity analysis 
if interest rates had increased by 05 and all other variables were held constant the group’s profit before tax for the 52 weeks  
ended 27 february 2010 would decrease by £08m 2009 £11m 
this sensitivity analysis has been determined based on exposure to interest rates at the balance sheet date and assuming the net 
debt outstanding at the year end date was outstanding for the whole year
credit risk management 
credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the group 
investments of cash surpluses borrowings and derivative financial instruments are made through banks which are approved by  
the board
all customers who wish to trade on credit terms are subject to credit verification procedures supplied by independent rating 
agencies customer debtor balances are monitored on an ongoing basis and provision is made for estimated irrecoverable 
amounts the concentration of credit risk is limited due to the customer base being large and unrelated and did not exceed five 
percent of gross monetary assets at any one time during the period
liquidity risk management 
the group manages liquidity risk by maintaining adequate banking and borrowing facilities and by continuously monitoring  
forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities included in note 17 is a 
description of additional undrawn facilities that the group has at its disposal and details of the group’s remaining contractual 
maturity for its nonderivative financial liabilities
fair value of financial instruments 
foreign currency forward contracts are measured using quoted forward exchange rates and yield curves derived from quoted 
interest rates matching maturities of the contracts
the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the financial statements approximate 
their fair values notes to the group accounts
n brown group plc annual report  accounts 2010 64
20 deferred tax
the following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current 
and prior reporting periods
  share  accelerated retirement 
  based currency tax benefit  
  payments derivatives depreciation obligations other total 
  £m £m £m £m £m £m
at 1 march 2008 as restated 22 – 56 17 16 33
creditcharge to income 05 27 47 10 16 95
chargecredit to equity 13 – – 05 – 08
at 28 february 2009 14 27 103 12 32 136
creditcharge to income 05 20 03 09 07 26
chargecredit to equity 01 – – 03 – 02
at 27 february 2010 18 07 100 06 25 108
an exceptional tax charge of £44m was recognised in the income statement for the prior period in respect of the phasing out of 
industrial building allowances
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
   2010 2009 2008 
  £m £m £m 
   restated restated 
   see note 1 see note 1
deferred tax assets  36 67 91
deferred tax liabilities  144 203 124
  108 136 33
at the balance sheet date the group has unused tax losses of £01m 2009 £01m available for offset against future profits 
no deferred tax asset has been recognised due to the unpredictability of future profit streams within the relevant subsidiary
   2010 2009 2008 
   £m £m £m 
    restated restated 
21 trade and other payables   see note 1 see note 1
trade payables  487 544 528
other taxes and social security  238 260 231
other creditors  07 07 34
accruals and deferred income  322 250 274
  1054 1061  1067
trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs the average credit 
period taken for trade purchases is 38 days 2009 41 days
for most suppliers no interest is charged on the trade payables the group has financial risk management policies in place to 
ensure that all payables are paid within agreed credit terms notes to the group accounts
n brown group plc annual report  accounts 2010 65
  2010 2009 2010 2009 
22 share capital number number £m £m
authorised
ordinary shares of 11
1
19p each 352857142 352857142 390 390
allotted calledup and fully paid
ordinary shares of 11
1
19p each
at 28 february 2009  274104714 271304714 303 300
ordinary shares issued 4300000 2800000 05 03
at 27 february 2010 278404714 274104714 308 303
during the year 4300000 2009 2800000 ordinary shares were issued to the n brown group employee share ownership trusts 
for £475263 2009 £310254 the company has one class of ordinary share which carry no right to fixed income
    2010 2009 
23 own shares   £m £m
balance at 28 february 2009    02 01
additions    05 03
issue of own shares on exercise of share options   03 02
balance at 27 february 2010   04 02
the own shares reserve represents the cost of shares in n brown group plc held by the n brown group plc employee share 
ownership trusts to satisfy options under the group’s various share benefit schemes see note 27
during the year the employee trusts subscribed for 4300000 2009 2800000 shares in n brown group plc for a consideration  
of £475263 2009 £310254
at 27 february 2010 the employee trusts held 3737682 shares in the company 2009 1546969  notes to the group accounts
n brown group plc annual report  accounts 2010 66
24 cash and cash equivalents
cash and cash equivalents which are presented as a single class of assets on the face of the balance sheet comprise cash at  
bank and other shortterm highly liquid investments with a maturity of three months or less
a breakdown of significant cash and cash equivalent balances by currency is as follows
    2010 2009 
   £m £m
sterling   555 495
euro   44 22
   599 517
25 contingent liabilities 
parent company borrowings which at 27 february 2010 amounted to £20m 2009 £67m have been guaranteed by certain  
subsidiary undertakings
    2010 2009 
26 operating lease arrangements   £m £m
minimum lease payments under operating leases recognised as an expense for the period  46 45
at the balance sheet date the group had outstanding commitments for future minimum lease payments under noncancellable 
operating leases which fall due as follows
    2010 2009 
   £m £m
within one year   03 05
in the second to fifth years inclusive   85 63
after five years   132 154
   220 222
operating lease payments represent rentals payable by the group for certain buildings plant and equipment and motor vehicles notes to the group accounts
n brown group plc annual report  accounts 2010 67
27 equity settled share based payments
the remuneration report on pages 31 to 42 contains details of management and sharesave optionsawards offered to employees  
of the group
details of the share optionsawards outstanding during the year are as follows
    number number 
 option price exercise of shares of shares 
 in pence period 2010 2009
option scheme
2000 savings related scheme  95 – 290 january 2010 – february 2015 1680424 1891257 
1990 executive scheme 284 may 2003 – may 2010 51800 62800 
2000 executive scheme 106 – 341 october 2003 – may 2019 1583007 1518757 
unapproved executive scheme 211 – 341 may 2003 – may 2019 629115 390631
value creation plan – february 2014 – february 2019 3100000 3100000
longterm incentive scheme awards
february 2006 – february 2009 – august 2009 – 59677 
june 2006 – june 2009 – december 2009 – 874535
october 2006 – october 2009 – october 2010 – 61907
june 2007 – june 2010 – december 2010 648043 683702
august 2007 – august 2010 – february 2011 38480 38480
july 2008 – july 2011 – january 2012 1595982 1661767
may 2009 – may 2012 – november 2012 1301930 –
deferred annual bonus scheme awards
may 2007 – may 2009 – november 2009 – 158370
may 2008 – may 2010 – november 2010 266721 283072
may 2009 – may 2011 – november 2011 260764 – notes to the group accounts
n brown group plc annual report  accounts 2010 68
27 equity settled share based payments continued
movements in share options are summarised as follows
  2010 2009
   weighted  weighted 
 number of  average exercise number of average exercise  
 share options price share options price 
  £  £
outstanding at the beginning of the period 3863445 191 3627750 184
granted during the period 1362452 214 1717462 230
forfeited during the period 356504 201 919943 282
exercised during the period 925047 127 561824 114
outstanding at the end of the period 3944346 213  3863445 191
exercisable at the end of the period 696835 187 507681 165
options were exercised on a regular basis throughout the period and the weighted average share price during this period was  
232 pence 2009 214 pence the options outstanding at 27 february 2010 had a weighted average remaining contractual life  
of 56 years 2009 52 years the aggregate estimated fair values of options granted in the period is £4016000 2009 £5413000
movements in management share awards are summarised as follows
  2010 2009
   weighted  weighted 
 number of average exercise number of average exercise  
 share awards price share awards price 
  £  £
outstanding at the beginning of the period 6921510 – 3624425 –
granted during the period 1567349 – 5044839 –
forfeited during the period 109010 – 273999 –
exercised during the period 1167929 – 1473755 –
outstanding at the end of the period 7211920 –  6921510 –
exercisable at the end of the period – – 59677 –
the awards outstanding at 27 february 2010 had a weighted average remaining contractual life of 49 years 2009 55 years
the fair value of management and sharesave optionsawards granted is calculated at the date of grant using a blackscholes  
option pricing model the inputs into the blackscholes model are as follows
    2010 2009
weighted average share price at date of grant pence   236 208
weighted average exercise price pence   99 58
expected volatility    351 343
expected life years   25 – 55 25 – 55
riskfree rate    26 43
dividend yield    42 39
expected volatility was determined by calculating the historical volatility of the group’s share price over a period equivalent to the 
expected life of the option the expected life used in the model has been adjusted based on managements best estimate for the 
effects of nontransferability exercise restrictions and behavioural considerations
the group recognised total expenses of £19m and £18m related to equitysettled share based payment transactions in 2010 and 
2009 respectively notes to the group accounts
n brown group plc annual report  accounts 2010 69
28 retirement benefit schemes
defined contribution schemes 
the group operates defined contribution retirement benefit schemes for all qualifying employees
the group is required to contribute a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits  
the only obligation of the group with respect to the retirement benefit scheme is to make the specified contributions
the total cost charged to income of £08m 2009 £07m represents contributions payable to the schemes by the group at rates 
specified in the rules of the plans as at 27 february 2010 contributions of £01m 2009 £01m due in respect of the current 
reporting period had not been paid over to the schemes
defined benefit scheme 
the group operates a defined benefit scheme the n brown group pension fund under the scheme the employees are entitled to 
retirement benefits based on final pensionable earnings which are salaries and was closed to new members from 31 january 2002 
no other postretirement benefits are provided the scheme is a funded scheme
the most recent actuarial valuations of plan assets and the present value of the defined benefit obligation were carried out at 30 
june 2009 by an independent qualified actuary the present value of the defined benefit obligation the related current service 
cost and past service cost were measured using the projected unit credit method the principal actuarial assumptions used in 
determining the group’s net retirement benefit obligations at the balance sheet date were as follows
    2010 2009
discount rate   59 67
expected return on scheme assets   59 54
expected rate of salary increase   48 49
future pension increases   24 23
inflation   38 34
life expectancy at age 65 years
pensioner aged 65   213 212
nonpensioner aged 45   232 223
    2010 2008 
amounts recognised in income in respect of these defined benefit schemes are as follows  £m £m
current service cost   17 18
interest cost   34 35 
expected return on scheme assets   28 31 
   23 22
actuarial gains and losses have been reported in the statement of comprehensive income the cumulative actuarial gains since 
transition to ifrs were £84m 2009 £96m
the actual return on scheme assets was a loss of £134m 2009 loss of £86m
the scheme is a closed scheme and therefore under the projected unit method the current service cost would be expected  
to increase notes to the group accounts
n brown group plc annual report  accounts 2010 70
28 retirement benefit schemes continued
the amount included in the balance sheet arising from the group’s obligations in respect of its defined benefit retirement benefit 
scheme is as follows
    2010 2009 
   £m £m
present value of defined benefit obligations   660 508
fair value of scheme assets   642 468
deficit in the scheme and liability recognised in the balance sheet   18 40
    2010 2009 
movements in the present value of defined benefit obligations were as follows   £m £m
at 28 february 2009   508 568 
service cost   17 18 
interest cost   34 35 
actuarial lossesgains   118 100 
benefits paid   17 13
at 27 february 2010   660 508
    2010 2009 
movements in the fair value of the scheme assets were as follows   £m £m
at 28 february 2009   468 510
expected return on scheme assets   28 31 
actuarial gainslosses   106 117 
contributions from sponsoring companies   57 57 
benefits paid   17 13
at 27 february 2010   642 468 notes to the group accounts
n brown group plc annual report  accounts 2010 71
28 retirement benefit schemes continued
the analysis of the scheme assets and the expected rate of return at the balance sheet date was as follows
  expected fair value
  return of assets
  2010 2009 2010 2009 
   £m £m
equities 71 68 327 190
bonds 47 45 315 278
 59 54 642 468
expected rates of return on the scheme assets are based on consistent assumptions with the previous period adjusted to reflect 
changes in market conditions since that date
the history of experience adjustments is as follows
  2010 2009 2008 2007 2006 
 £m £m £m £m £m
present value of defined benefit obligations 660 508 568 635  656
fair value of scheme assets 642 468 510 358 312
deficit in the scheme 18 40 58 277 344
experience adjustments on scheme liabilities 
amount £ 22 – – 12 –
percentage of scheme liabilities  3 0 0 2 0
difference between expected and actual return  
on scheme assets
amount £ 106 117 35 10 30
percentage of scheme assets  16 25 7 3 10
the estimated amounts of contributions expected to be paid to the scheme during the 52 week period ending 26 february 2011  
is £56m
29 related party transactions
transactions between the company and its subsidiaries which are related parties have been eliminated on consolidation and are
not disclosed in this note transactions between the company and its subsidiaries are disclosed in the company’s separate financial 
statements details of remuneration paid to the group’s key management personnel is given on page 38 of the remuneration report n brown group plc annual report  accounts 2010 72
independent auditors’ report – company accounts
to the members of n brown group plc
we have audited the parent company 
financial statements of n brown group 
plc for the 52 weeks ended 27 february 
2010 which comprise the parent company 
balance sheet and the related notes 1 
to 10 the financial reporting framework 
that has been applied in their preparation 
is applicable law and united kingdom 
accounting standards united kingdom 
generally accepted accounting practice
this report is made solely to the 
company’s members as a body in 
accordance with chapter 3 of part 16 of 
the companies act 2006 our audit work 
has been undertaken so that we might 
state to the company’s members those 
matters we are required to state to them 
in an auditors’ report and for no other 
purpose to the fullest extent permitted 
by law we do not accept or assume 
responsibility to anyone other than the 
company and the company’s members as 
a body for our audit work for this report 
or for the opinions we have formed
respective responsibilities of directors 
and auditors
as explained more fully in the directors’ 
responsibilities statement the directors 
are responsible for the preparation of the 
parent company financial statements and 
for being satisfied that they give a true 
and fair view our responsibility is to audit 
the parent company financial statements 
in accordance with applicable law and 
international standards on auditing uk 
and ireland those standards require us to 
comply with the auditing practices board’s 
apb’s ethical standards for auditors
scope of the audit of the financial 
statements
an audit involves obtaining evidence 
about the amounts and disclosures 
in the financial statements sufficient 
to give reasonable assurance that the 
financial statements are free from material 
misstatement whether caused by fraud 
or error this includes an assessment 
of whether the accounting policies are 
appropriate to the parent company’s 
circumstances and have been consistently 
applied and adequately disclosed the 
reasonableness of significant accounting 
estimates made by the directors and 
the overall presentation of the financial 
statements
opinion on financial statements
in our opinion the parent company financial 
statements
• give a true and fair view of the state  
of the parent company’s affairs as at  
27 february 2010 
• have been properly prepared in 
accordance with united kingdom 
generally accepted accounting  
practice and
• have been prepared in accordance  
with the requirements of the companies 
act 2006
opinion on other matters prescribed by 
the companies act 2006
in our opinion
• the part of the directors’ remuneration 
report to be audited has been properly 
prepared in accordance with the 
companies act 2006 and
• the information given in the directors’ 
report for the financial period for which 
the financial statements are prepared 
is consistent with the parent company 
financial statements
matters on which we are required to 
report by exception
we have nothing to report in respect of the 
following matters where the companies 
act 2006 requires us to report to you if in 
our opinion
• adequate accounting records have not 
been kept by the parent company or 
returns adequate for our audit have not 
been received from branches not visited 
by us or
• the parent company financial 
statements and the part of the directors’ 
remuneration report to be audited are 
not in agreement with the accounting 
records and returns or
• certain disclosures of directors’ 
remuneration specified by law are not 
made or
• we have not received all the information 
and explanations we require for our 
audit
sharon fraser senior statutory auditor
for and on behalf of deloitte llp
chartered accountants and statutory 
auditors 
manchester uk
11 may 2010 n brown group plc annual report  accounts 2010 73
company balance sheet
    2010 2009 
as at 27 february 2010  note £m £m
fixed assets
investments   3 2679 2679 
    2679 2679
current assets
debtors   4 1033 1041 
    1033 1041
creditors
amounts falling due within one year   5 2330 1957
net current liabilities   1297 916
total assets less current liabilities   1382 1763
non current liabilities
bank loans  6 400 800
net assets   982 963
capital and reserves
calledup share capital   7 308 303
share premium account   8 110 110 
profit and loss account   8 564 550
equity shareholders’ funds   982 963 
the financial statements of n brown group plc registered number 814103 were approved by the board of directors and authorised for 
issue on 11 may 2010
they were signed on its behalf by
alan white
dean moore
directors n brown group plc annual report  accounts 2010 74
notes to the company accounts
1 significant accounting policies
 basis of accounting
the separate financial statements of the company are presented as required by the companies act 2006 they have been  
prepared under the historical cost convention and in accordance with united kingdom accounting standards and law
the principal accounting policies are summarised below they have all been applied consistently throughout the period and the 
preceding period
investments 
fixed asset investments in subsidiaries and associates are shown at cost less provision for impairment
bank borrowings 
interest bearing bank loans and overdrafts are recorded at the proceeds received finance charges are accounted for on an accrual 
basis in the profit and loss account using the effective interest rate method
cash flow 
the company has taken advantage of the exemption from producing a cash flow statement afforded by frs 1 revised because 
the group accounts include a consolidated cash flow statement
taxation 
corporation tax payable is provided on taxable profits at the current rate 
2 profit for the period
as permitted by section 408 of the companies act 2006 the company has elected not to present its own profit and loss account  
for the period n brown group plc reported a profit for the financial period ended 27 february 2010 of £311m 2009 profit £226m
the non executive directors’ remuneration was £182000 2009 £150000 and six non executive directors were remunerated  
the executive directors were remunerated by a subsidiary company
the auditors’ remuneration for audit services to the company of £10000 2009 £10000 was borne by subsidiary undertakings
3 fixed asset investment    £m
cost   
at 28 february 2009 and at 27 february 2010    2679
the company and group has investments in the following subsidiaries and joint ventures which principally affected the profits or net 
assets of the group to avoid a statement of excessive length details of investments which are not significant have been omitted
   country of proportion 
  incorporation held by the 
company principal activity and operation group 
j d williams  co limited direct home shopping by catalogue england 100
oxendale  co limited direct home shopping by catalogue republic of ireland 100
j d w finance limited financing and ancillary services england 100
n b insurance guernsey limited insurance services guernsey 100
first financial limited financial services england 100 
gray  osbourn limited direct home shopping by catalogue england 100 n brown group plc annual report  accounts 2010 75
notes to the company accounts
    2010 2009 
4 debtors   £m £m
amounts falling due within one year   
amounts owed by group undertakings   1031 1038 
prepayments and accrued income   02 03 
   1033 1041 
    2010 2009 
5 creditors   £m £m
amounts falling due within one year   
bank loans and overdrafts   20 67 
trade creditors   07 06 
amounts owed to group undertakings   2291 1854
corporation tax   – 23 
accruals and deferred income   12 07
   2330 1957 
    2010 2009 
6 bank loans   £m £m
bank overdrafts   20 67
bank loans   400 800
   420 867
the borrowings are repayable as follows
on demand within one year   20 67
in the second year   400 –
in the third to fifth year   – 800
   420 867
less amounts due for settlement within 12 months shown under current liabilities   20 67
amounts due for settlement after 12 months   400 800
the company has unsecured bank loans of £40m 2009 £80m drawn down under a medium term bank revolving credit facility 
committed until january 2012
at 27 february 2010 the company had available £80m 2009 £40m of undrawn committed borrowing facilities in respect of  
which all conditions precedent had been met
the weighted average interest rate paid were as follows
    2010 2009 
     
bank overdrafts   15 50
bank loans   12 40 n brown group plc annual report  accounts 2010 76
notes to the company accounts
  2010 2009 2010 2009 
7 share capital number number £m £m
authorised     
ordinary shares of 11
1
19p each 352857142 352857142 390 390
allotted calledup and fully paid
ordinary shares of 11
1
19p each
at 28 february 2009 274104714 271304714 303 300
ordinary shares issued 4300000 2800000 05 03
at 27 february 2010 278404714 274104714 308 303
during the year 4300000 2009 2800000 ordinary shares were issued to the n brown group employee share ownership trusts 
for £475263 2009 £310254 movements in share capital during the year relate to the exercise of share options the company has 
one class of ordinary  share which carry no right to fixed income
   share profit 
  share premium and loss 
  capital account account total 
8 reconciliation of movements in shareholders’ funds and reserves £m £m £m £m
balance at 1 march 2008 300 110 574 984
dividends paid – – 250 250
profit for the financial period – – 226 226
increase in share capital 03 – – 03
balance at 28 february 2009 303 110 550 963
dividends paid – –  297 297
profit for the financial period –  –   311  311
increase in share capital 05 – – 05
at 27 february 2010 308 110  564 982
9 guarantees
parent company borrowings which at 27 february 2010 amounted to £20m 2009 £67m have been guaranteed by certain 
subsidiary undertakings
10 related party transactions
the company has taken advantage of the exemption under frs8 not to disclose transactions and balances with other  
group companies notes to the group accounts notes to the group accounts our brands shareholder information
young 3045
fashionworldcouk
simplybecouk
simplyyourscouk
naturallyclosecouk
classicconfidencecouk
newnowcouk
vivaladivacom
jacamocouk
thebrilliantgiftshopcouk
midlife 4565
jdwilliamscouk
ambrosewilsoncom
oxendalescom
oxendalesie
fiftypluscouk
shoetailorcom
shapelyfigurescom
classicdetailcouk
premiermancom
homeshoppingdirectcom
inspirationalhomecouk
discountworldcom
houseofbathcouk
crazyclearancecouk
marisotacouk
homeessentialscouk
williamsandbrowncouk
thatsmystylecouk
elderly 65
heathervalleycom
specialcollectioncom
nightingalescom
grayandosbourncouk
julipacom
financial timetable
2009	 14	 october	 announcement 	 of	 interim	 results
	 	 11	 december	 closing 	 of	 register	 for	 interim	 dividend
2010	 8	 january	 payment	 of	 interim	 dividend
	 	 27	 february	 financial 	 yearend
	 	 27	 april	 preliminary	 announcement	 of	 annual	 results
	 	 28	 may	 publication	 of	 2010	 annual	 report	 and	 accounts
	 	 2	 july	 closing	 of	 register	 for	 final	 dividend
	 	 6	 july	 annual	 general	 meeting
	 	 30	 july	 payment	 of	 final	 dividend
registered office registrars auditors
griffin	 house	 capital	 irg	 plc	 deloitte	 llp
40	 lever	 street	 the	 registry	 p	 o	 box	 500
manchester	 34	 beckenham	 road	 2	 hardman	 street
m60	 6es	 beckenham	 manchester
registered	 no	 814103	 kent	 br3	 4tu	 m60	 2at
telephone	 0161	 236	 8256	 telephone	 0871	 664	 0300
	 	 calls	 cost	 10	 pence	 per	 minute	 plus	 network	 extras
bankers solicitors stockbrokers
hsbc	 bank	 plc	 addleshaw	 goddard	 llp	 credit	 suisse	 securities	 europe	 ltd
the	 royal	 bank	 of	 scotland	 plc	 eversheds	 llp	 rbs	 hoare	 govett	 limited
	 halliwells	 llp
	 pinsent	 masons	 llp
shareholder benefits
subject	 to	 certain	 conditions	 shareholders	 are	 entitled	 to	 a	 20	 privilege	 discount	 off	 the	 selling	 price	 of	 consumer	 merchandise	 in	 	
any	 of	 the	 group	 catalogues	 shareholders	 interested	 in	 these	 facilities	 should	 write	 for	 further	 information	 to	 the	 company	 secretary	 	
n	 brown	 group	 plc	 griffin	 house	 40	 lever	 street	 manchester	 m60	 6es	 stating	 the	 number	 of	 shares	 held	 and	 the	 catalogue	 or	
product	 of	 interest
capital gains tax
for	 the	 purpose	 of	 capital	 gains	 tax	 the	 value	 of	 the	 company’s	 ordinary	 shares	 of	 10p	 each	 was	 640625p	 per	 share	 on	 31	 march	 1982	
and	 1328125p	 on	 6	 april	 1965
wwwnbrowncouk design elmwood	 wwwelmwoodcom notes to the group accounts notes to the group accounts
n brown group plc 
annual report and accounts 2010
n brown group plc annual report and accounts 2010
home shopping
a year of contrast
griffin house
40 lever street
manchester
m60 6es
wwwnbrowncouk


Summary:
 chief executive’s review
we have emerged from a challenging year with record 
results for both revenue and earnings strong cash 
generation and a healthy balance sheet which has  
enabled the board to recommend a substantial increase  
in the dividend for the year
for the 52 weeks to 27 february 2010 total revenue  
was £6900m up by 42 from the previous year and  
by 33 on a likeforlike basis after adjusting for our  
new international trial in germany and the acquisition  
of high  mighty in september 2009
revenue
we have continued to focus on our core 
strengths of targeting niche customer 
groups and delivering relevant products 
with an emphasis on the correct size and 
fit which is reflected in the growth across 
almost all of the group’s core product and 
customer categories
both our established and newer brands 
have generated revenue growth and there 
has been a further increase in online sales 
as a result of the continued focus and 
investment in ecommerce in addition we 
have developed our international business 
with the successful launch of our simply 
be website and catalogue in germany
in a competitive retail market customer 
loyalty is more precious than ever and so 
i am delighted we have achieved record 
levels of customer satisfaction through 
ongoing improvements to our service offer
   £m  vs 
financial highlights  200910 20089
revenue  6900  42
operating profit  976  22
adjusted pretax profit   931  126
profit before tax  857  –72
total dividend per share  1079p  174
adjusted earnings per share   2477p  128
net borrowings  1701  –221
net assets  3190  127
 excluding fair value adjustments to financial instruments  see note 11 n brown group plc annual report  accounts 2010 7
customer groups
we are recruiting customers to more than 
20 of the brands in our portfolio each of 
which has its own distinct target customer 
profile and product offer our brands are 
grouped into three age ranges
•  younger – targeting customers  
aged 3045 years
•  midlife – targeting customers  
aged 4565 years
•  older – targeting customers  
aged 65 years and above
younger
in line with our strategy the younger 
customer group has yet again experienced 
the fastest growth with sales up 8 to 
£216m simply be has delivered another 
good performance and it remains our 
largest title within this category delivering 
fashionable clothing up to size 32 to 
women in their 30’s simply be’s sales 
include £24m of revenues from our 
german language catalogue and website 
operationally the launch in germany 
has gone extremely smoothly and the 
product offer has been welcomed by the 
customers there our younger menswear 
title jacamo one of our newer brands has 
doubled its sales in the year over 70 of 
them transacted online jacamo’s results 
have been driven by an expanded range 
of branded clothing and footwear with the 
larger sizes up to 66” chest and 64” waist 
usually being supplied exclusively to us
midlife
the midlife group of customers had  
sales of £421m that grew by 4 during  
the year our established brands such as  
j d williams ambrose wilson fifty plus 
and oxendales continued to provide the 
majority of sales in this category although 
the strongest growth came from another 
one of our newer brands marisota its 
offer of contemporary fashion designed to 
fit real women has proved to be popular 
and over the last year its sales have 
increased by 83 our menswear brand 
premier man achieved a 9 increase 
in sales as we switched the focus of 
marketing directly to the male customer 
himself rather than his female partner
in september 2009 we acquired the brand 
and certain assets of high  mighty an 
upmarket menswear retailer in the big 
and tall niche from the administrator for 
a consideration of £16m and we are 
delighted with the progress so far the 
brand recognition is extremely high and we 
will develop the website and catalogues 
as complementary to the 14strong store 
portfolio
older
the older customer group saw a 5 
decrease in sales to £53m in line with the 
performance of the ladieswear market in 
the uk during the year we launched julipa 
to provide a more substantial offering for 
the over 65 age group comprised of all the 
suitable product lines which were already 
featured in other group catalogues the 
results have been encouraging so far and 
it will be further developed in 2010
customer database
the number of our established customers 
who ordered during the year increased by 
2 and the spend per customer also rose 
by 2 part of our conservative stance in 
2009 was to hold the level of recruitment 
expenditure at the same level as in the 
previous year as new customers have a 
higher credit risk the change to the mix of 
recruitment between the different brands 
has resulted in slightly lower sales per new 
customer
product categories
one of the key tenets of our business is 
the provision of an extensive range of 
products with a high number of options 
around size colour length and fit by 
storing over 150000 options in just two 
distribution centres we are able to service 
demand for products even where the 
rate of sale is low we have significantly 
expanded the number of product lines to 
our customers exclusively on the internet 
which is the main reason for a 50 
increase in total compared with last year
category revenue £m  growth
ladieswear 356 1
footwear 73 9
menswear 67 17
home  leisure 194 4
total 690 4
ladies underwear and outerwear account 
for 52 of our total sales we offer an 
extensive range of sizes which go up to 
a size 38 with a large proportion available 
in multiple length options over half of our 
ladieswear sales are in sizes 20 and above 
sizes which are hard to find on the high 
street we have continued to see growth  
in our younger titles and hence remain 
focused on providing a fashionable  
offer with the availability of designer  
and branded ranges
as a result we have worked with designers 
such as caryn franklin anna sholtz and 
jeffrey rogers as well as celebrities such 
as mica paris to promote our products  
we continue to work with fashion celebrity 
gok wan who designs a range of 
shapewear exclusively for our simply  
yours lingerie brand maintaining our  
focus on providing fashionable lingerie  
for women in an extensive range of sizes
menswear is a strategic area of focus  
which has grown rapidly with sales up 
17 to £67m this has been driven by 
the success of our jacamo brand and 
the expansion of our menswear offer 
in premier man contributing to the 
success of both these menswear brands 
has been the ability to persuade more 
branded suppliers to produce garments 
in larger sizes up to 66” chest and 64” 
waist exclusively for our customers the 
acquisition of high  mighty adds to our 
strength in this area with its upmarket 
brands such as ralph lauren polo animal 
and paul  shark as well as a range of 
casual and formal wear menswear now 
accounts for 10 of our total sales but 
it is still underrepresented relative to 
womenswear revenues and therefore  
there is still scope for significant growth  
in the future
group revenue up 42 to
£6900m
total dividend up 174 to
1079p
adjusted earnings per share  
up 128 to
2477p chief executive’s review
pushing
our brands
forward 
n brown group plc annual report  accounts 2010 8 when it comes to our newer brands the star 
performers have been marisota and jacamo 
expanding our customer base by targeting the 
woman in her 50’s who wants solutions to her 
clothing and footwear problems and the men 
in their 30’s who want branded clothing in 
bigger sizes product innovations such as the 
uk’s largest strapless bra have contributed 
to their strong performance launched in 
early 2009 julipa our 65 flagship has also 
attracted new customers with its new look 
and nineshopsinone catalogue
n brown group plc annual report  accounts 2010 9 fit whatever
your shape
we’ve boosted our longstanding  
expertise in fit the new magifit  
fashion and miraclesuit swimwear  
ranges have been popular and we’ve 
introduced even more sizes including 
women’s shoes up to a 10 and our 
legroom boots in 4 calf widths we’ve 
also introduced personal style advice 
via fashion stylists carol spencer and 
joy wilson shape guides and outfit 
recommendations plus an online 
personalised guide for customers
10 n brown group plc annual report  accounts 2010
chief executive’s review n brown group plc annual report  accounts 2010 11
we remain the market leader for wider 
fitting footwear we also provide a multifit 
range for customers with oddshaped feet 
and offer ladies boots with various calf and 
ankle fittings emphasising our devotion 
to satisfying our customers whatever their 
shape or size this year footwear sales 
increased by 9 with the fastest growth 
coming from the range developed for 
our younger customers we have also 
produced some of our best selling styles 
in standard width fittings recognising that 
some of our ladieswear customers will not 
necessarily require wider fitting footwear
home and leisure sales have grown  
by 4 accounting for 28 of total sales  
our christmas gifts catalogues were 
extremely successful and led to strong 
growth in the sales of gifts and toys 
ranges which had been expanded in 
response to customer feedback sales of 
electrical products grew by 10 despite 
the tougher criteria we applied to our  
credit accounts to reduce the risk of  
bad debts on higher value products
we have worked with selected suppliers 
to enable them to upload products 
directly onto our websites enabling far 
more extensive ranges online than had 
previously been possible with products 
such as dvds  computer games 
plants and rugs as part of an ongoing 
programme
an important part of our strategy is to 
encourage our customers to shop across 
our various product ranges a key measure 
of this is the proportion of customers who 
purchase items during the year from each 
of the ladies clothing underwear and 
footwear ranges these customers not 
only spend more but also show a higher 
level of repeat purchasing we are now 
expanding this concept to work across all 
of our ranges through active crossselling 
programmes
ecommerce
with online sales of £272m last year up 
by 21 we remain one of the top online 
retailers in the uk overall and number one 
for ladies clothing in size 16 and above and 
for ladies underwear sold over the internet
the internet is becoming increasingly 
popular with customers as they become 
more confident in shopping online and 
with a strong pipeline of initiatives and 
systems development we are well placed 
to continue to hold our position as a 
market leader average order values online 
are over 20 higher than for orders placed 
through other channels which is due to 
the wider selection of product available 
on our websites and the ease with which 
customers can search and browse our 
entire offering
online sales now account for 39 of  
total sales compared with 34 the 
previous year the internet is at the  
centre of all our business development  
we are encouraging more of our existing 
customers to transact online the  
newer brands all have over 50  
online participation and the number  
of product lines exclusive to the  
internet has grown dramatically
gross margin and credit
the group’s gross margin is a complex 
combination of different product and 
customer segments including the financial 
income and bad debts arising from the 
sales on credit the overall rate of gross 
margin declined by 07 with a fall of 
16 in the first half offset by a 01 
improvement in the second half
the rate of gross margin on product sales 
has been ahead of the prior year partly 
due to a lower level of dormant stock 
to be cleared the policy to reduce our 
stock levels during the recession has 
been vindicated and at the year end our 
inventories were 106 lower than the 
previous year at £624m
we have implemented a number of 
changes to our credit policy during the 
year raising the threshold for new account 
applications changing payment terms and 
selectively restricting credit availability 
particularly for high value items ordered by 
our younger customers the consequence 
of these actions has been to reduce 
sales growth but it has also reduced the 
bad debt charge since implementation 
resulting in an improving trend with a lower 
bad debt rate in the second half than the 
first half this trend has continued into the 
current year
overheads
stringent cost control process 
improvements and the greater penetration 
of online sales have restricted the 
increase in our distribution selling 
and administrative costs to just 29 
distribution costs benefited from a 3 
increase in the average item value due 
to the mix of sales and the key ratio of 
marketing costs to revenue improved 
through procurement savings
customer service
we have put an even stronger emphasis  
on great customer service this year to 
ensure our customers have no reasons 
to defect to our competitors especially 
as there has been an increased level 
of discounting and promotions in retail 
generally our twice yearly survey 
demonstrated our success in this aim with 
the record level of satisfaction achieved 
since the survey began in 1996 this has 
been delivered by improvements in the 
supply chain faster delivery of parcels 
enhanced customer service as well as 
favourable reviews for product quality 
and the choice and visual appeal of the 
catalogues and websites
balance sheet
the group has ended the year with a 
127 increase in net assets to £3190m 
and net borrowings which are down 
£482m to £1701m reducing gearing from 
77 to 53 the principal reasons for the 
cash inflow are the significant reductions 
in working capital arising from only a small 
increase in trade receivables compared 
with the prior year and lower stock levels 
and capital expenditure
menswear sales up
17
sales from midlife brands  
up 4 to
£421m
younger customer sales up
8 a bask etful  
of sal es
online sales have grown strongly again this year and  
now account for 39 of sales we’ve continued to 
innovate with internet exclusives online catwalks and 
personalised styling on our websites as well as making 
the sites easier to use by improved contact management 
registration checkout and customer feedback  
the exploitation of social media and active crossselling 
promotions have also enhanced this growth
12 n brown group plc annual report  accounts 2010
chief executive’s review 13 n brown group plc annual report  accounts 2010 n brown group plc annual report  accounts 2010 14
chief executive’s review
outlook and current trading
the outlook for the uk economy 
over the next year remains uncertain 
whatever the outcome of the general 
election as increased taxation and 
reduced public expenditure are bound to 
impact disposable incomes in addition 
inflationary pressure will impact input 
prices due to the weakness of sterling and 
high commodity costs n brown group 
however is well placed to continue its 
growth with our flexible business model 
allowing us to adapt quickly to changing 
market conditions in addition our strategy 
of focusing on niche customer and 
product groups results in strong customer 
loyalty and our increasing strength within 
ecommerce gives us a strong base with 
which to enter the year ahead
we have already had a positive start to 
the year with sales for the 8 weeks to 24 
april 2010 up by 41 in total and 31 on 
a likeforlike basis online sales continue 
their strong growth and now account for 
over 40 of all sales
we continue to see development 
opportunities in our core business focusing 
on maximising our existing customer 
relationships as well as launching new 
brands these include williams and brown 
targeted at the classic but contemporary 
fifty year old man and that’s my style a 
more contemporary brand name which 
we believe will be attractive to 60year 
old women who want clothing solutions 
but who have not traditionally been home 
shopping customers early signs for these 
new brands are positive we will continue 
to invest across our brand portfolio and 
expect to see continued high growth from 
marisota and jacamo in particular
similarly we are using more well known 
brands and celebrities to expand our 
product offer at the higher price points in 
2010 we will be working with joe calzaghe 
who will endorse the jacamo range and 
arlene phillips who has designed a range 
for marisota which will also be syndicated 
to other midlife brands
ecommerce is at the heart of our 
revenue growth in the next few years 
and we have major projects in progress 
to improve content management 
registration checkout and customer 
feedback in addition there is a rolling 
program of tactical trading initiatives from 
the exploitation of social media to active 
crossselling promotions
this year will also see further expansion 
in our international offering following 
on from our trials in germany we will be 
launching simply be in the usa in late 
summer 2010 with a fully transactional 
website and catalogue offer the plus 
size market in the usa is estimated to be 
worth 35bn and we believe a gap exists 
for a younger fashion focused offer we 
will service the orders from our uk base 
which significantly reduces the cost of the 
launch
having nursed the high  mighty business 
through the immediate postadministration 
phase we are now looking to develop it 
positively in 2010 we will look to open 
up to three new stores and relocate 
or refurbish at least another six of the 
fourteen stores we acquired the product 
synergies within our total menswear range 
are being selectively exploited and we 
have started to produce catalogues which 
can be actioned through the stores call 
centre or high  mighty website with the 
latter migrating to our internet platform this 
summer
the performance of the group last year 
is a result of the expertise creativity and 
endeavour of everyone who works at  
n brown group and on behalf of the 
directors i cannot praise them enough 
for their efforts in guiding the business 
through a difficult external environment
online sales up 21 to
£272m
footwear sales up
9
ladieswear sales up 1 to
£356m
the current year will be no less challenging 
but if we maintain the focus on our 
niche customers and products develop 
our online activities and progress our 
international trials i am sure we will enjoy 
another good year
alan white in september 2009 we acquired the 
retail chain high  mighty for £16m 
taking 14 stores and the website  
it offers significant growth potential  
and the opportunity to experiment  
with multichannel retailing with high 
street stores and also exposure to the 
big and tall upmarket menswear market 
we plan to triple sales and add stores in 
key cities
higher
street
n brown group plc annual report  accounts 2010 15 chief executive’s review
tak ing off  
overseas
the launch of simply be into germany marked our next step  
into international markets building on our longestablished 
business in ireland exporting an already successful range has 
efficiently gained us a foothold in a new territory and paved the 
way for our american launch later this year looking for a share  
of the 35 billion plus size market
n brown group plc annual report  accounts 2010 16 star qual ity
this year we’ve further exploited celebrity connections  
mica paris with her latest trends fashion range joe calzaghe  
endorsing the jacamo brand and gok wan designing a lingerie  
range in partnership with us have all been a huge success  
in addition unique partnerships with wellknown labels such  
as gossard helly hansen and sergio tacchini who supply  
larger sizes exclusively to us and enhance our range
n brown group plc annual report  accounts 2010 17