n brown group plc 
annual report and accounts 2009  n brown group plc annual report  accounts 2009 1
contents
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 30 remuneration report 43 independent auditors’ report – group 
accounts 44 consolidated income statement 44 consolidated statement of recognised 
income and expense 45 consolidated balance sheet 46 consolidated cash flow 
statement 46 reconciliation of operating profit to net cash from operating activities  
47 notes to the group accounts 72 independent auditors’ report – company accounts  
73 company balance sheet 74 notes to the company accounts ibc shareholder information 2 n brown group plc annual report  accounts 2009 
financial highlights n brown group plc annual report  accounts 2009 3
five year history 4 n brown group plc annual report  accounts 2009 
chairman’s statement n brown group plc annual report  accounts 2009 5
financial results
profit before taxation is up 213 to 
£923m and after adjusting for the 
£96m fair value adjustment to financial 
instruments 2008 £18m the underlying 
profit before taxation is up 113 to 
£827m adjusted earnings per share have 
grown by 112 to 2196p in the current 
environment the board believes it is prudent 
to recommend an unchanged final dividend 
of 641p making a total of payment of 
919p up 14 which is covered 
24 times 
net borrowings at the yearend stood at 
£2183m an increase of £189m on last 
year primarily due to the increase in 
interestbearing trade debtors during the 
year we have benefited from decreasing 
interest rates which has reduced the net 
finance costs from £156m to £128m net 
interest payable on borrowings is covered 
75 times 2008 59 times and gearing is 
76 2008 80 based on net assets of 
£2883m up 160 
we have committed borrowing facilities 
of £320m in place until 2012 which 
together with our other resources and 
cash generated by the business we 
believe is more than adequate to cope 
with any further deterioration in 
the economy
trading
key highlights in the year have been
• 	 g r o w t h 	 i n 	 a l l 	 a r e a s 	 o f 	 o u r 	 b r a n d	 
portfolio from both new and established 
customers and from all major product 
groups
• 	 t h e 	 o n g o i n g 	 s t r e n g t h 	 o f 	 o u r 	 e  c o m m e r c e	
activity which has grown by 38 and 
now accounts for 34 of all sales 
delivering both higher order values  
and reduced transaction costs
•	 the 	 str ong 	 gr owth 	 fr om 	 our 	 newer	
brands launched in 2007 which 
accounted for 36 of the total growth  
in particular we have seen strong demand 
for marisota targeting contemporary 
confident women and jacamo with its 
younger menswear in larger sizes with  
a high branded content
•	 the 	 ongoing 	 development 	 of 	 our 	 pr oduct	
range where we have built on the 
extensive range of options available in 
terms of size and fit and seen strong 
growth from our branded and celebrity
designed ranges
• 	 a c h i e v i n g 	 o u r 	 h i g h e s t 	 e v e r 	 l e v e l 	 o f	
customer satisfaction reflecting the 
concerted campaign to improve all 
aspects of the service offered from  
order through to delivery
•	 the 	 initiation 	 of 	 our 	 international 	 trials	
notably the launch in february 2009 of 
simply be in germany
board
in march 2009 we welcomed anna ford to 
the board as a new nonexecutive director 
and we also appointed ivan fallon as 
deputy chairman of the group i believe we 
have a talented experienced and balanced 
group of nonexecutive directors who will 
help management to shape our business 
strategy going forward 
environment
we have had a proactive campaign to 
reduce our impact on the environment 
i am delighted that in the last three years 
we have delivered an 8 reduction in our 
carbon footprint profile including a 10 
reduction in utility consumption and we 
now recycle 83 of all our waste 
outlook
t h e 	 n e x t 	 y e a r 	 w i l l 	 b e 	 v e r y 	 c h a l l e n g i n g 	 d u e	
to the recession which will see higher levels 
of unemployment and the ongoing impact 
from the devaluation of sterling which will 
put pressure on our input prices we have 
to carefully manage our sales growth and 
debtor book in this environment however 
a key strength of our business is its flexible 
cost base which enables us to adapt to 
changing conditions 
our multi channel strategy targeting our 
customers with products that fit their 
individual needs together with excellent 
service and delivery options will remain
the cornerstone of our strategy in the 
future and help to ensure resilience to 
these economic conditions that are likely 
to prevail into 2010 
the 	 new 	 financial 	 year 	 has 	 started 	 well 	 
with sales for the 8 weeks to 25 april 2009 
61 ahead of last year we have plans  
in place to continue to invest in our  
ecommerce capabilities develop our  
new brands still further and will review  
our international trials to see if they provide 
encouragement to explore opportunities  
in other overseas markets
success can only be achieved with  
the commitment and hard work of our 
management team our staff and the 
support of our suppliers i would like to 
thank them all for the contribution they 
have made in achieving these results
lord alliance of manchester cbe 6 n brown group plc annual report  accounts 2009 
chief executive’s review n brown group plc annual report  accounts 2009 7
summary
the	rise	in	sales	acr oss	all	of	the	gr oup’ s	
core product and customer categories 
reflected the focus on our core strengths 
– targeting niche customer groups and 
delivering relevant products with an 
emphasis on the correct size and fit  
this	was	achieved	whilst	also	attaining	
record levels of customer satisfaction
sales growth has come from both our 
established and newer brands and the 
continued investment in ecommerce  
has seen a further increase in online sales 
additionally we commenced trials to sell 
internationally notably launching our 
simply be brand in germany
the	r eduction	in	the	operating	mar gin	
from 150 to 144 reflects an 
increased charge for bad debts  
including a more conservative  
approach in our year end provisions 
anticipating a deterioration in economic 
conditions	the	of fer	of	cr edit	r emains 
a fundamental and successful part of 
our business strategy
2009 will no doubt be a challenging year 
as the economic conditions are uncertain 
however we believe that our business 
model is flexible enough to adapt to the 
prevailing circumstances
customer groups 
our customers are recruited across an 
array of over 20 brands each of which 
has its own target customer profile and 
product offer we group them into three 
age bands for simplicity
•	 y ounger	–	tar geting	customers	aged	 
3045 years
•	 midlife	–	tar geting	customers	aged	 
4565 years
•	 older	–	tar geting	customers	aged	 
over 65 years
continuing the trend that has occurred 
over recent years our youngest  
customer group has once again seen  
the fastest growth with sales up 21  
to £200m simply be has continued to 
perform exceptionally well with sales 
growth of 23 and is now our largest  
title in this category demonstrating the 
attraction that our size 14 to 32 offer  
has to the fashion conscious female  
in her thirties simply yours benefited  
from the combination of an increased 
recruitment activity and the popularity  
of its fashionable lingerie ranges posting 
a robust increase in sales over the period 
fashion world grew revenues by 10  
by promoting its value offer to the  
priceconscious customer in her forties  
we also saw strong growth from our 
menswear title jacamo which was 
launched in august 2007 jacamo’s 
success is attributed to the fashionable 
branded offer in large sizes that are not 
readily available on the high street and  
a customer base confident and happy  
to shop from home particularly online
the	midlife	gr oup	is	our	lar gest	category 	
with sales of £406m which grew by 7 
during the year although the majority 
of sales continue to be generated from 
our established brands including jd 
williams ambrose wilson fifty plus and 
oxendales titles it is encouraging that 
another of our newer brands marisota 
is showing real strength launched in the 
autumn 2007 season it has quadrupled 
its sales by targeting middle aged women 
with contemporary clothing in a wide 
range of sizes lengths and fittings 
premier man achieved a 16 increase
in sales in line with our strategic aim to 
improve our market share in menswear
our oldest customer group saw an 
increase in sales of 6 this year to 
£56m fuelled by nightingales a brand 
and customer file which we acquired 
out of administration last year 
across all our titles we have seen sales 
growth from both established customers 
and new customers recruited during the 
year our established database has grown 
by 4 and the average spend for these 
customers increased by 7 due to the 
economic conditions we took a more 
cautious view on recruitment in the 
second half but new customer sales  
for the year still rose by 8 
product categories 
a key strength in our business is the 
offer of an extensive range of products 
with multiple options around size colour 
length and fit which cannot easily be 
accommodated in a high street store 
but which we can service through our
two centralised warehouses
sales in our ladieswear division increased 
by 7 this year to £352m and account 
for 53 of the total we offer an extensive 
choice of clothing in sizes 12 to 38 with 
an increasing proportion with multiple 
length	options	the	gr owth	in	our	 
younger titles has increased demand  
for our designer and branded ranges  
we continue to work with designers such 
as caryn franklin and anna scholz to 
produce ranges tailored to the needs  
of our customers and in 2008 launched 
a new range in conjunction with jeffrey 
rogers branded jeffrey and paula in 
addition we work with a number of brands 
with exclusivity in larger sizes such as  
joe browns ben sherman and lonsdale 
this	year	we	collaborated	with	fashion	
celebrity gok wan who designed an 
exclusive range of shapewear for our 
simply yours lingerie catalogue which 
achieved high exposure in the national 
press and magazines our partnership 
with gok complements our focus on 
providing fashionable lingerie for women 
in an extensive range with bra sizes 
fr om	32a	up	to	56l	figur es	fr om	tns	
worldpanel show we are the uk’s number 
one online retailer of corsetry and lingerie 
menswear has seen strong growth with 
sales up 27 to 57m driven by the 
success of both our younger and midlife 
titles jacamo and premier man although 
the target markets are different in age the 
success in both brands has come from  8 n brown group plc annual report  accounts 2009 
chief executive’s review n brown group plc annual report  accounts 2009 9
offering more fashionable merchandise  
in larger sizes exclusive to us menswear 
now accounts for 9 of our total sales 
and it remains a key area of focus within 
our plans to drive future growth
our specialist knowledge in footwear 
continues to benefit our customers with 
our wider fitting shoes and multi fit range 
utilising our own bespoke lasts emphasising 
our commitment to providing the perfect 
fit footwear sales increased 8 including 
strong sales growth from viva la diva  
our online branded offer that targets the 
younger fashionconscious customer
home and leisure sales grew 16  
and now account for 28 of total sales  
in the year we launched the brilliant 
gifts website and catalogue which saw 
strong sales throughout the year as well 
as during the christmas period sales of 
electrical products continued to do well 
with our customers being late adopters 
for computers flat screen televisions  
and satellite navigation for cars
we actively encourage our customers to 
shop across the various ranges we offer 
and a key measure is the proportion that 
purchase items from each of our ladies 
clothes underwear and footwear ranges 
this	has	incr eased	to	15	and	these	
customers are proven to not only spend 
more but also show higher loyalty and 
repeat orders
gross margin and credit
the	gr oup	gr oss	mar gin	is	a	complex	
amalgam of the different rates of gross 
margins in product groups customer 
groups financial income and bad debts 
which in total reduced from 553 to 
532	the	gr owth	in	clothing	sales	to	
both women and men was beneficial 
to the gross margin rate but this was 
offset by the increase in sales of branded 
merchandise and home and leisure 
products which have a higher average 
item value but a lower margin rate
the	faster	gr owth	rate	for	the	younger	
customers was beneficial for financial 
income but has contributed to a higher 
charge for bad debts which increased 
from 56 to 79 of total revenues 
ther e	ar e	two	other	contributory	
factors	to	this	incr ease	the	thir d	party	
debt collection market has toughened 
considerably as a result of the economic 
downturn reducing both the yield we 
achieve and moving from upfront 
payment	to	payment	as	collected	this	
has resulted in a net increase to the bad 
debt provision for both past and future 
collections in addition we recognise the 
historical rates of default may not reflect 
the dramatic downturn in economic 
conditions and we have preempted 
this trend by taking a more conservative 
approach to the bad debt provisions 
which at the year end totalled £411m 
2008 £291m however we assess 
customer and product contribution 
at the operating profit level and we are 
satisfied that our credit acceptance 
criteria continues to strike the right 
balance between risk and reward
we have also taken a number of other 
actions as a precaution against future 
customer defaults minimum payments
have been increased for newer customers 
and we have restricted credit availability 
for certain customer and product 
combinations where we have identified 
an unacceptable level of risk we have 
an experienced team managing our 
credit business and remain confident 
in our ability to manage it through this 
economic cycle
ecommerce
ecommerce offers significant 
opportunities as customers increasingly 
become accustomed to using the internet 
as an ordering channel a key benefit we 
gain is that average order values online 
are over 25 higher than for orders 
though other channels driven by wider 
ranges available on our websites and 
the ease of searching and browsing 
the entire offering in addition costs to 
serve customers online are lower than by 
telephone and we see a higher level of 
repeat orders during the year we have 
continued to invest significantly in our 
websites’ presentation and functionality 
contributing to an increase in online sales  10 n brown group plc annual report  accounts 2009 
chief executive’s review
of 38 to £225m now accounting for 
34 of our total sales compared with 
28	a	year	ago	this	varies	by	title	and	
we see our highest uptake on our younger 
titles although strong growth is coming 
from all age groups
our websites now offer new features 
and regular updates that encourage our 
customers to shop on them for longer 
and more frequently style tips catwalk 
videos online exclusives fully guided 
navigation and innovative email marketing 
campaigns are just some of the measures 
that have been implemented
our increasing penetration online is 
reflected in our market positioning in the 
key product categories as shown below
service
in the year we achieved our highest  
ever customer satisfaction levels 
as measured by biannual service 
questionnaires that are circulated 
to	customers	this	r eiterates	our	
commitment to reaching and sustaining 
the excellent standards that our 
customers expect from the company
the	switch	of	par cel	delivery	fr om	
hermes to parcelnet was successfully 
accomplished this year and has led 
to faster delivery times we now have 
an online ordertracking system which 
enables customers to check the progress 
of their order reducing the number of 
enquiries by telephone
during the year we achieved an increase 
in average item value of 6 and together 
with the higher average order values 
online this has enabled better collation 
within our delivery packages contributing 
to distribution costs reducing in total by 1
moving forward we will continue to invest 
in improving the service we offer our 
customers as well as ensuring we have 
capacity in place to manage the ongoing 
business growth
international
we have traded successfully in ireland 
for many years and in february 2009 
we made our first steps into mainland 
europe notably with the launch of simply 
be	in	germany 	this	comprises	a	german	
language catalogue and transactional 
website marketing activity to recruit 
customers has commenced and we 
will monitor the results over the coming 
months	the	decision	to	choose	germany	
was due to the large potential customer 
base with similar physical dimensions to 
our uk customers and to its established 
home shopping infrastructure for contact 
centres and distribution we will not be 
offering extended credit in this trial
additionally we are trialling a version of 
our uk simply be website but priced in 
euros to a few european countries and 
plans are in place to extend this further 
this	is	a	very	lowkey	trial	at	pr esent	with	
minimal marketing expenditure
we see expanding internationally as a 
significant potential opportunity we have 
invested £1m in start up costs for this 
venture and anticipate a trading loss in 
200910 of a similar amount
people
in 2008 we carried out an all employee 
satisfaction survey with high response 
rates and positive results throughout the 
business we are determined to maintain 
our strong corporate culture of focusing 
on results embracing diversity and 
developing internal talent 
in recognition of our commitment to 
health and safety we were awarded by 
the	royal	society	for	the	pr evention	of	
accidents a ‘gold award’ in recognition 
of ‘excellence in safety performance and 
safety management’ 
outlook and current trading
the	continual	development	of	our	 
core business the ongoing growth  
of ecommerce and the launch of our 
international trials have given us a strong 
platform to take into what is predicted 
to	be	a	difficult	year	ahead	the	low	
fixed costs in our business mean we 
have a flexible business model which 
can be adjusted readily to reflect market  n brown group plc annual report  accounts 2009 11 12 n brown group plc annual report  accounts 2009 
chief executive’s review n brown group plc annual report  accounts 2009 13 14 n brown group plc annual report  accounts 2009 
chief executive’s review
conditions our focus on niche customer 
and product groups results in a high 
degree of customer loyalty and our 
customer profile with an average age  
of 56 has traditionally been more stable  
in economic downturns 
we are encouraged that our sales for the 
8 weeks to 25 april 2009 on a likefor
like basis are up by 61 with a similar 
distribution amongst customer and 
pr oduct	gr oups	to	last	year 	the	gr oss	
margin rate is 12 lower than in this 
period last year although we anticipate 
an improving trend in the second half of 
the	year 	the	outlook	is	uncertain	and	
we have been cautious in our budgeting 
preferring to wait until customer spending 
and payment patterns become more 
settled a further challenge is the impact 
of sterling devaluation against other 
major	curr encies	this	will	inevitably	lead	
to some pricing pressure in the autumn 
although we have hedged 85 of our 
direct dollar requirements for the next 
12 months at an average rate of 180  
to £1 however purchases through import 
agents and branded manufacturers are 
more exposed to currency fluctuations 
although we have been working hard 
throughout the supply chain to minimise 
the impact with a reasonable degree 
of success we are confident we will 
continue to offer our customers products 
at competitive prices
the	development	of	our	ecommer ce	
platforms will continue in the year with 
further improvements to site functionality 
including better display of product details 
and images to encourage higher order 
rates and retention and also for account 
management which will help customers 
resolve their queries online and reduce 
calls to our contact centres we are 
constantly refining our visibility to search 
engines and experimenting with social 
media as part of our marketing activities 
 
the	inter net	will	incr easingly	become	the	
dominant channel of choice from which 
our customers will order but catalogues 
will remain a fundamental part of our 
model however they will be progressively 
used to drive customers online where a 
more extensive range of merchandise will 
be available which will change frequently 
and increasingly have video content to 
demonstrate the features
in light of the prevailing economic 
conditions we will manage overheads 
and cashflow extremely tightly whilst 
continuing to invest in the key strategic 
areas of ecommerce and the international 
trials our borrowing facilities of £320m 
are in place until 2012 at advantageous 
margins compared with prevailing rates 
and we plan to maintain our headroom 
ar ound	the	pr esent	levels	this	will	to	a	
large degree be dependent on reducing 
the growth in debtors which we would 
expect with the actions we have taken 
the	curr ent	rates	of	libor	will	r educe	
our interest payable significantly which 
provides a natural hedge against any 
increase in defaults from our debtors
2009 will be a challenging year but  
we have got off to a good start and the 
strength of our customer base the ongoing 
growth from new titles and product 
ranges and the opportunities afforded by 
ecommerce give us confidence that the 
business will continue to make progress
alan white
chief executive’s review n brown group plc annual report  accounts 2009 15
jd williams 2009 hl 749 xd marisota 2009 00001 03400 a
jd williams 2009 hl 749 xd  marisota 2009 00001 03400 a
jacamo 2009 bf 749 xd 0205
marisota 2009 bf 749 xd 0205
simpl y be 2009 bf 749 xd 8435
simpl y be 2009 bf 749 xd 8435
simpl y be 2009 bf 749 xd 0205
simpl y be 2009 bf 749 xd 0205 16 n brown group plc annual report  accounts 2009 
chief executive’s review n brown group plc annual report  accounts 2009 17 18 n brown group plc annual report  accounts 2009 
financial review
group trading summary
group operating profit for the same period 
amounted to £955m 2008 £899m and 
was achieved despite a 21 reduction in 
gross margin predominantly arising from  
a higher rate of charge for bad debts 
reflecting our more conservative approach 
to bad provisions in light of the anticipated 
deterioration in economic conditions  
lower distribution costs due mainly to 
improved collation rates and other cost 
efficiencies arising from the customers’ 
propensity to use the internet helped  
offset this shortfall resulting in the group’s 
operating margin reducing to 144 
compared with 150 last year 
profit before fair value adjustments  
to financial instruments and taxation 
amounted to £827m 2008 £762m 
benefiting from a reduction in net finance 
charges from £156m to £128m as a result 
of the fall in libor rates during the year  
a favourable movement in the fair value  
of the group’s forward foreign currency 
contracts contributed a profit of £96m 
compared to £18m last year
t axation
the 	 ef fective 	 rate 	 of 	 corporation 	 tax 	 for	 
the 	 year 	 is 	 327 	 2008 	 285 	 the 	 rise	 
in rate is due to the exceptional tax charge  
of £44m respect of the phasing out of 
industrial building allowances if we exclude 
this exceptional charge the tax rate would 
be 280 and we expect a similar rate 
going forward 
balance sheet and cash flow
t h e 	 s t r o n g 	 t r a d i n g 	 p e r f o r m a n c e 	 h a s	
resulted in net assets increasing to £2883m 
at the year end from £2485m last year
 
t otal 	 capital 	 expenditur e 	 for 	 the 	 year	 
was £186m relating to further investment  
in our warehousing and logistics operations  
at hadfield and shaw together with our 
ongoing website development and 
customer service management systems 
which will continue to generate operational 
savings y earend stock levels were  
only 25 up on last year to £698m  
2008 £681m
t r a d e 	 d e b t o r s 	 a t 	 t h e 	 y e a r 	 e n d 	 w e r e 	 u p	
122 to £4366m compared to £3893m 
l a s t 	 y e a r  	 t h e 	 b a d 	 d e b t 	 p r o v i s i o n 	 h a s	
increased to £411m 2008 £291m 
reflecting a more conservative approach 
and anticipating a deterioration in  
economic conditions
t h e 	 g r o u p ’ s 	 d e fi n e d 	 b e n e fi t 	 p e n s i o n	
scheme deficit has reduced to £40m 
2008 £58m predominantly as a result 
of the planned additional contribution of 
£40m paid during the year but offset by 
an actuarial loss of £17m as a result of 
returns on scheme assets being less than 
e x p e c t e d  	 t h e r e 	 a r e 	 t w o 	 f u r t h e r 	 a n n u a l	
contributions planned of £4m with the 
final payment in 2010 being subject to 
the results of the actuarial valuation as 
at 30 june 2009 
net cash generated from operating 
activities increased from £317m to £387m 
but after paying for capital expenditure 
finance costs and dividends of £582m 
net debt increased in the year to £2183m 
2008 £1994m though gearing improved 
from 80 to 76
 
key performance indicators
t h e 	 d i r e c t o r s 	 u s e 	 a 	 n u m b e r 	 o f 	 k e y	
performance indicators kpis to monitor 
the progress of the group including
– like for like sales see page 7
– internet sales see page 9
–	 the 	 number 	 of 	 customer 	 debtor 
accounts and their average debtor 
balance which at the year end was 
1640000 2008 1627000 and 
£285 2008 £253 respectively
– mix of sales by product and customer 
groups see page 7
– gross margin see page 9
– operating margin see page 7
risks and uncertainties
t h e r e 	 a r e 	 a 	 n u m b e r 	 o f 	 r i s k s 	 a n d	
uncertainties which could have an impact 
on the group’s longterm performance 
t h e s e 	 i n c l u d e 	 c o n s i d e r a t i o n 	 o f 	 t h e 	 g e n e r a l	
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 primarily regulated by 
the financial services authority and the 
office 	 of 	 fair 	 t rading
the 	 dir ectors 	 r outinely 	 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 
financial review n brown group plc annual report  accounts 2009 19
ensuring we treat our customers fairly 
and hosting regular reviews with all of 
o u r 	 s t r a t e g i c 	 p a r t n e r s  	 t h e 	 b o a r d 	 a r e	
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 	 gr oup 	 has 	 committed 	 borr owing	
facilities of £320m until 2012 of which 
£ 2 7 0 m 	 w e r e 	 u t i l i s e d 	 a t 	 t h e 	 y e a r 	 e n d  	 t h e	
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 
o f 	 £ 5 0 m 	 e a c h 	 w i t h 	 h s b c 	 b a n k 	 p l c 	 a n d 	 t h e	
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 
a h e a d 	 t o 	 fi x 	 t h e 	 c o s t 	 o f 	 s t e r l i n g  	 t h i s	
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 65m 2008 66m 
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 
b u s i n e s s 	 a c t i v i t i e s  	 t h e s e 	 a r e 	 s e t 	 o u t 	 w i t h i n	
this report and discussed further in the 
chairman’s statement and chief 
executive’s review
t h e 	 g r o u p 	 h a s 	 c o n s i d e r e d 	 c a r e f u l l y 	 i t s 	 c a s h	
flows and banking covenants for the next 
twelve months from the date of signing the 
a u d i t e d 	 fi n a n c i a l 	 s t a t e m e n t s  	 t h e s e 	 h a v e	
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 
l i q u i d i t y 	 r i s k  	 t h e 	 k e y 	 r i s k 	 i d e n t i fi e d 	 b y 	 t h e	
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 	 gr oup’ s 	 for ecasts 	 and 	 pr ojections	
after sensitivity to take account of all 
reasonably foreseeable changes in trading 
performance show that the group will have 
sufficient headroom within its current 
facilities of £320m as the group’s borrowing 
facilities are committed until 2012 there  
are no current plans to open renewal 
negotiations in the next twelve months 
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
shareholders return
the 	 shar e 	 price 	 of 	 2505p 	 at 	 the 	 start 
of the year had fallen to 19975p at the 
year end giving a market capitalisation of 
£5475m 2008 £6796m however the 
company’s performance measured by  
t o t a l 	 s h a r e h o l d e r 	 r e t u r n 	 c o m p a r e d 	 w i t h	 
t h e 	 f t s e 	 m i d  2 5 0 	 i n d e x  	 w h i c h 	 t h e	
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 919p per share up by 14 covered  
24 times 2008 23 times
dean moore 20 n brown group plc annual report  accounts 2009 
directors and officers
alan white 54 
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 	dir ector 	of 	t opps 	tiles 	plc
john mcguire 60 
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 associate councillor with 
manchester chamber of commerce and industry 
a u d i t 	 c h a i r 	 o f 	 s t o c k p o r t 	 n h s 	 f o u n d a t i o n 	 t r u s t 	
n o n  e x e c u t i v e 	 d i r e c t o r 	 o f 	 t h e 	 u n i v e r s i t y 	 o f	
manchester chairman of the audit committee
nigel alliance obe 74 
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
lord alliance of manchester cbe 76 
nonexecutive 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
ivan fallon 64 
nonexecutive director a b c 
appointed a director in 1994 and deputy chairman  
on 1 march 2009 he is chief executive of 
independent news  media uk chairman of  
verivox and a director of independent news  
media 	plc 	and 	also 	t ruphone 	chairman 	of 	the	 
remuneration committee
lord stone of blackheath 66 
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 deputy chairman of 
sindicatum carbon capital chairman of the 
nomination committee
dean moore 51
group finance director
appointed in november 2003 previously group 
f i n a n c e 	 d i r e c t o r 	 a t 	 t  s 	 s t o r e s 	 p l c 	 a n d 	 g r a h a m	
group plc also held various roles with lloyds 
chemist plc sketchley plc blue circle industries  
and 	grant 	thornton
anna ford 65 
nonexecutive 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  
t r u s t e e 	 o f 	 f o r u m 	 f o r 	 t h e 	 f u t u r e  	 h o n o r a r y 	 b e n c h e r	 
of 	middle 	t emple 	associate 	of 	praesta 	partners
philip harland 53 
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
n brown group plc directors and officers  2009  22 directors’ report
27 corporate governance report
30 remuneration report
43 independent auditors’ report – group accounts
44 consolidated income statement
44 consolidated statement of recognised income and expense
45 consolidated balance sheet
46 consolidated cash flow statement
46 reconciliation of operating profit to net cash from operating activities
47 notes to the group accounts
72 independent auditors’ report – company accounts
73 company balance sheet
74 notes to the company accounts
ibc shareholder information
financial statements
n brown group plc annual report  accounts 2009 21 22 n brown group plc annual report  accounts 2009 
the directors present their report and 
accounts for the 52 weeks ended 28 
february 2009 
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 28 february 2009 amounted to 
£923m 2008 £780m no geographical 
segmentation is provided as apart from  
a small operation in the republic of  
ireland 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 28 february 2009 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 of the 
financial review 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 278p per share 
2008 265p was paid on the ordinary 
shares of the company on 11 january 
2009 the net cost of this dividend was 
£75m 2008 £72m 
the directors recommend a final dividend 
of 641p per share 2008 641p for the  
52 weeks ended 28 february 2009 the  
net cost of which will be £176m 2008 
£174m the dividend will be paid on  
24 july 2009
movements in reserves are shown in note 
27 on page 65 
acquisitions and disposals 
for the year under review there were  
no acquisitions or disposals 
share capital 
details of the company’s authorised and 
issued share capital are shown in note 23 
on page 64
details of outstanding employee share 
options and the operation of the relevant 
schemes are shown in note 32 on page 67 
no person has any special rights over the 
company’s share capital and all issued 
shares are fully paid
annual general meeting 
the annual general meeting is to be held  
on 7 july 2009 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 with the exception of ms anna ford 
served throughout the year are shown on 
page 20 in accordance with the provisions 
of the combined code 2006 those non
executive 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 mr 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 ms anna 
ford having been appointed since the last 
agm and mr alan white rotation will retire 
at the next annual general meeting and 
being eligible offer themselves for 
reappointment at the 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 this  
crossreference
with regard to the appointment and 
replacement of directors the company is 
governed by its articles of association the 
combined code and the companies acts 
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 the following notifications had been 
received from holders of notifiable interests 
in the company’s issued share capital at 30 
april 2009
directors’ report
 holding  of issued 
  share capital
standard life investments  27242708 994
aberforth partners  10520754 384
threadneedle asset management ltd 9188982  335
legal and general investment management ltd 8579508 313
old mutual asset managers uk ltd 7699068 281 n brown group plc annual report  accounts 2009 23
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 29
ethics 
the board regards the achievement  
and maintenance of the highest ethical 
standards in business as an essential 
feature in the way in which the group 
conducts its business a code of ethical 
conduct dealing with commercial standards 
conflicts of interest gifts and hospitality  
has been circulated to all staff all directors 
and employees of the group are required  
to comply with both the letter and the spirit 
of the code of ethical conduct in all their 
dealings on behalf of the group and 
directors and senior staff are required to file 
a return detailing compliance with the policy 
on gifts and hospitality online each month 
in their dealings with each other other 
group companies and their shareholders 
customers suppliers competitors with 
regulatory authorities and the wider 
community employees are required to 
– conduct all dealings with honesty  
 integrity 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 and 
– avoid any situation or action which could  
 cause damage to the group’s reputation 
directors of all group companies are 
required to disclose details of related party 
transactions for review by the audit 
committee and by the board 
a register of gifts and benefits offered by 
and to suppliers and other parties whether 
accepted or declined is maintained under 
the control of the head of internal audit 
summary information is presented to the 
group’s audit committee 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 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 a nominated 
director on each of its principal subsidiary 
boards in addition it actively pursues a 
number of environmental policies including 
those designed to contain energy costs  
the recycling of paper and packaging 
materials wherever practical and the use of 
information technology systems to reduce 
the level of consumption of paper by its 
employees the packaging waste directive 
9462ec requires larger companies to 
recover and recycle the packaging waste 
that they put into the environment the 
group was one of the first organisations  
to join the valpak organisation which is  
a nationwide sustainable recovery and 
recycling infrastructure 
the group’s packaging technologists look  
at every product sold within the group’s 
publications to ensure its compliance to 
european environmental law with particular 
emphasis on the pack minimisation 
essential requirements 1998 regulations 
the group adopts a “cradle to grave”  
view on all packaging products used by it  
all packaging components are made from 
materials and processes causing minimum 
harm to the environment when either 
manufactured processed recycled or 
eventually disposed of all of the group’s 
paper packaging is made from a minimum 
of 70 recycled paper and all other paper 
is sourced from 100 recyclable papers 
wherever practically possible paper used  
in the printing of our catalogues and our 
packaging materials and processes are 
derived from managed and renewable 
sources accredited by the forest 
stewardship council the following 
environmental mileposts have been 
achieved 
• 	 a 	 £ 1 2 0  0 0 0 	 s a v i n g 	 i n 	 u t i l i t i e s 	 c h a r g e s 	  g a s	
and electricity since 200708 directed by 
a significant reduction in electricity 
consumption and lower energy tariffs
• 	 g r o u p 	 c a r b o n 	 f o o t p r i n t 	 p r o f i l e 	  c o r e	
emissions has reduced by 1353 tonnes 
since 200708
• 	 t o t a l 	 w a s t e 	 l e v e l s 	 h a v e 	 r e d u c e d 	 b y 	 3 0 	
from 200708 levels with commensurate 
increase in recycling now at circa 85  
 of total tonnage produced in the last year 
some 2134 tonnes of waste was recycled 
encompassing plastic card paper 
bottles cans and wood
•	 existing 	r ecycling 	contract 	expanded 	to	
include bottles glass and plastic drinks 
cans and plastic
•	 new 	gr oup 	electricity 	contract	
commenced on 1st october 2008 via  
a 100 green energy provider
•	 new 	contract 	established 	r egar ding	 
ecofriendly disposal of defective 
fluorescent tubes and control gear 
consumed by the group
the group has prospered from a reduction 
in energy consumption increased recycling 
and large cost avoidances and cost  
savings over the last 12 months these 
achievements are especially commendable 
against a backdrop of an increase in the 
volume of activity in the year
employees 
 employee involvement the group firmly 
believes that continuing success can only 
be achieved by an enthusiastic motivated 
and welltrained workforce consequently 
considerable resources are devoted to staff 
training frequent departmental team 
briefings are held and an employee 
engagement survey is conducted regularly 
a consultative forum operates within the 
logistics division where staff from all levels 
contribute and share ideas that help shape 
the culture 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 longterm 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 technical and it training arenas 
as well as bespoke courses there is also  
a suite of workshops covering a range of 
topics from negotiation skills to effective 
influencing all employees are free to 
request any of these workshops which 
encourage them to be proactive and take 
ownership of their own skills development  
an online database – “simply development” 
– has also been designed enabling 
employees to access a wide range of self
development activities and information
in 2009 the company introduced a three
tiered approach to the development of its 
leadership population this includes 
accredited ilm level 3  5 programmes 
executive coaching has also been 
introduced at a senior management level
directors’ report 24 n brown group plc annual report  accounts 2009 
the mbti myers briggs t ype indicator 
tms and ‘colours’ have also been used 
effectively across the business to enhance 
personal and leadership development 
team building and communication 
following the most recent employee 
engagement survey the group has 
undertaken the rollout of a 360degree 
feedback process initially across the 
management population of c300 people 
this will support personal development  
and enable future learning  development 
activity to be even more effectively targeted
 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 
 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 
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 in may 2008 the 
logistics division won the dwf employers 
award in the “innovation in recruitment” 
category recognising the improvements 
that had been made in group recruitment 
strategy and processes 
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 staff 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 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 
33 reduction in those incidents requiring 
statutory reporting under riddor with the 
group’s reportable accident incidence 
rate at 269 being the lowest on record  
to date showing a significant reduction in 
major injuries per population of employees
as a consequence in march 2009 the 
group received a gold award in rospa’s 
occupational health  safety awards 
recognising its welldeveloped 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 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 policy to comply with the 
terms of payment agreed with its suppliers 
trade creditors of the group at 28 february 
2009 represented 41 days 2008 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 child labour they 
receive a living wage working hours are  
not excessive there are no discriminatory
practices no harsh and inhuman treatment 
of labour in addition all labour safety and 
relevant laws local to the country of 
manufacture must be observed
 
this code is mandatory and subject  
to audits on average key suppliers are
visited approximately 6 times per annum  
by group personnel 
community 
the group believes that it has a 
responsibility to invest in and support  
the communities in which it operates  
the family health and wellbeing 
programme now in its fifth 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 and the retail trust the 
group encourages staff to participate in 
fundraising activities for these and other 
worthwhile causes and maximises the 
potential donation by matching the level of 
money raised by employees to double the 
size of the donation 
in the last financial period via this method 
more than £30000 was raised for 
noteworthy causes such as cancer uk  
and macmillan nurses the group is 
supporting the many hands campaign –  
a dedicated part of manchester’s “new 
children’s hospital appeal” fundraising 
activities to date include donating the 
proceeds of a substantial toy sale 
collecting corporate and staff donations  
in lieu of sending christmas cards and 
organising a collection at the group’s head 
office christmas party – in total more than 
£5000 was raised for the many hands 
campaign in a very short period and 
further fundraising activity is planned 
throughout 2009 in the year under review 
some 35 separate charitable fundraising 
events were held by employees and 
sponsored or participated in by the group
charitable and political donations 
during the year the group made charitable 
donations of £85211 2008 £114392  
no political donations have been made 
2008 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 including the pensions act 1995 
directors’ report n brown group plc annual report  accounts 2009 25
directors’ report
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 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 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 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 20 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
t ax status 
the company is not a close company within 
the meaning of the income and corporation 
t axes act 1988 
auditors 
on 1 december 2008 deloitte and touche 
llp changed its name to deloitte llp 
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 
7 july 2009 
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
• 	 c e r t a i n 	 r e s t r i c t i o n s 	 w h i c h 	 m a y 	 f r o m 	 t i m e	
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
• 	 w h e r e 	 a 	 p e r s o n 	 w i t h 	 a n 	 i n t e r e s t 	 i n 	 t h e	
company’s shares has been served with  
a disclosure notice and has failed to 
provide the company with information 
concerning interests in those shares
• 	 t h e 	 c o m p a n y 	 i s 	 n o t 	 a w a r e 	 o f 	 a n y	
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
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 its decision in exercising their 
trustee powers the trustees may take all  
of the following matters into account
•	 the 	longterm 	inter ests 	of 	beneficiaries
• 	 t h e 	 i n t e r e s t s 	 o f 	 b e n e f i c i a r i e s 	 o t h e r 	 t h a n	
financial interests
•	 the 	inter ests 	of 	beneficiaries 	in 	their	
capacity as employees or former 
employees or their dependants
•	 the 	inter ests 	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 and the corporate 
governance report on pages 27 to 29 form 
part of this directors’ report any liability  
for the information is restricted to the extent 
prescribed in the companies act 2006
directors’ responsibilities 
the directors are responsible for preparing 
the annual report and the financial 
statements the directors are required to 
prepare financial statements for the group  
in accordance with international financial 
reporting standards ifrs and have 
chosen to prepare company financial 
statements in accordance with united 
kingdom generally accepted accounting 
practice uk gaap company law requires 
the directors to prepare such financial 
statements in accordance with ifrs uk 
gaap  the companies acts and article 4  
of the ias regulation 
in the case of uk gaap accounts the 
directors are required to prepare financial 
statements for each financial year which 
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 year  
in preparing these financial statements  
the directors are required to  26 n brown group plc annual report  accounts 2009 
directors’ report
• 	 s e l e c t 	 s u i t a b l e 	 a c c o u n t i n g 	 p o l i c i e s	 
and then apply them consistently 
•	 make 	judgements 	and 	estimates 	that	 
are reasonable and prudent and 
•	 state 	whether 	applicable 	accounting	
standards have been followed
in the case of ifrs accounts international 
accounting standard 1 requires that 
financial statements present fairly for each 
financial year the company’s financial 
position financial performance and cash 
flows this requires the faithful 
representation of the effects of transactions 
other events and conditions in accordance 
with the definitions and recognition criteria 
for assets liabilities income and expenses 
set out in the international accounting 
standards board’s ‘framework for the 
preparation and presentation of financial 
statements’ in virtually all circumstances  
a fair presentation will be achieved by 
compliance with all applicable international 
financial reporting standards directors  
are also required to 
•	 pr operly 	select 	and 	apply 	accounting	
policies 
•	 pr esent 	information 	including 	accounting	
policies in a manner that provides 
relevant reliable comparable and 
understandable information and 
• 	 p r o v i d e 	 a d d i t i o n a l 	 d i s c l o s u r e s 	 w h e n	
compliance with the specific requirements 
in ifrs is insufficient to enable users to 
understand the impact of particular 
transactions other events and conditions 
on the entity’s financial position and 
financial performance 
the directors are responsible for keeping 
proper accounting records which disclose 
with reasonable accuracy at any time  
the financial position of the company  
for safeguarding the assets for taking 
reasonable steps for the prevention and 
detection of fraud and other irregularities 
and for the preparation of a directors’ report 
and directors’ remuneration report which 
comply with the requirements of the 
companies acts 
the directors are responsible for the 
maintenance and integrity of the company 
website legislation in the united kingdom 
governing the preparation and 
dissemination of financial statements may 
differ from legislation in other jurisdictions 
each of the directors at the date of approval 
of this report confirms that 
– so far as the director is aware there  
is no relevant audit information of which  
the company’s auditors are unaware and 
– the directors have taken all the steps 
they ought to have taken as directors to 
make themselves aware of any relevant 
audit information and to establish that  
the company’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 llbhons solicitor 
secretary 
12 may 2009 
responsibility statement 
we confirm that to the best of our 
knowledge
a the group’s financial statements 
prepared in accordance with international 
financial reporting standards as 
adopted for use in the european union 
and the company’s financial statements 
prepared in accordance with uk 
accounting standards give a true and 
fair view of the assets liabilities financial 
position and profit of the company  
and group
b the management report 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  
group together with a description  
of the principal risk and uncertainties  
that they face 
by order of the board 
alan white 
chief executive 
dean moore 
finance director
12 may 2009 n brown group plc annual report  accounts 2009 27
corporate governance report
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 2006  
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 
board composition 
the board currently comprises eight 
members six of whom are non executive 
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 
comprise 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 was recently strengthened by the 
appointment of anna ford on 1 march 
2009 all of these are considered by the 
board to be independent 
ivan fallon was appointed to the board in 
october 1994 ivan fallon 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 
comprehensive commercial experience 
together with his extensive knowledge of 
the group’s businesses gained during his 
fourteen years as a non executive director 
with the group is invaluable to the board 
and outweighs any considerations of  
nonindependence ivan is the senior 
independent nonexecutive director he  
was also appointed deputy chairman on  
1 march 2009
the board considers that it had a majority 
of independent non executive directors 
during the year it is considered that the 
composition of the board during the year 
had the necessary balance of executive 
and non executive 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 all directors joining the board 
are required to submit themselves for 
election at the next following annual general 
meeting accordingly anna ford will submit 
herself for election at the forthcoming agm 
all non executive directors serve the 
company under written letters of 
appointment these letters of appointment 
stipulate terms of service of indefinite 
duration terminable on six months notice 
all letters of appointment 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 non executive 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 forthcoming agm and being eligible 
will offer themselves for reelection alan 
white will retire by rotation at the 2009 
agm in accordance with the company’s 
articles of association and being eligible 
will offer himself for reelection  
the board considers that the performance 
of all directors 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 sufficient time available  
to devote to the business of the board
details of directors’ contract terms are 
shown in the remuneration report on 
page 36
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
the board is responsible for major policy 
decisions delegating detailed matters to its 
committees and subcommittees and 
senior officers where necessary the board 
is also collectively responsible for providing 
effective leadership and promoting the 
success of the group it has a formal 
schedule of matters reserved for its 
approval a copy of which is available on 
the company’s website wwwnbrown
couk this document includes decisions 
on all major strategic matters approval of 
financial statements capital and operating 
expenditure investment treasury and 
dividend policy overseeing the group’s risk 
control procedures board membership and 
that of its committees currently at least 
one of its meetings in each year held  
over two days is entirely devoted to the 
development and review of corporate 
strategy and the progress development  
of the group’s three year plan daytoday 
management of the group is delegated to 
the home shopping board of jd williams  
 company limited
a comprehensive board pack including 
detailed management reports from the 
chief executive and the finance director 
management accounts broker analyses 
and shareholder analyses and bespoke 
reports is circulated to each director not 
less than seven days prior to each board 
meeting 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 
admitted solicitor and attends all board  
and committee meetings the company 
 attendance apologies
lord alliance of  
manchester cbe 6 2
ivan fallon 8 0
alan white 8 0
lord stone of blackheath 8 0
nigel alliance obe 8 0
dean moore 8 0
john mcguire 8 0 28 n brown group plc annual report  accounts 2009 
secretary is charged with providing advice 
to the board on regulatory issues matters 
of corporate governance continuing 
director education and ensuring the timely 
provision of information 
in the year under review the board once 
again undertook a formal appraisal of its 
own performance and effectiveness that 
of the chairman and that of its committees 
the process consisted of individual 
assessment by detailed questionnaire 
completed by all directors designed to 
ascertain and confirm whether each 
director continues to meet the board’s 
requirements in terms of effective 
contribution and devotion to the role  
the results were compiled 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 non executive 
director in consultation with the other  
board members the chief executive’s 
performance was reviewed and appraised 
by the chairman and the non executive 
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 performance of the executive 
directors is monitored throughout the 
year by the chairman
director’s conflicts of interest
the articles of association of the company 
were amended at the 2008 agm 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 
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 control of the group  
all of these committees meet regularly  
and have formal written terms of reference 
which are available for inspection on 
request and are also available 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	
• 	 n o m i n a t i o n 	 c o m m i t t e e	
t wice each year the chairman of the audit 
and remuneration committee makes a 
formal report to the board of directors 
concerning the work carried out by the 
committee and gives its recommendations 
to the board
audit committee 
the audit committee consists entirely  
of independent non executive directors  
the current chairman is john mcguire  
the other members are ivan fallon  
lord stone of blackheath and anna  
ford with effect from 1 march 2009  
at least two 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 
and the head of internal audit and the 
external auditors
the committee met two times in the year 
committee attendance was as follows 
the audit committee considers the nature 
and scope of the audit process both 
internal and external and its effectiveness 
the committee reviews and approves the 
internal audit programme meets with the 
external auditors and considers the annual 
and interim financial statements before 
submission to the board the committee 
also reviews the group’s system of internal 
risk control and reports its findings twice 
yearly to the board twice each year the 
committee meets with the external auditors 
in the absence of the executive directors 
and internal audit additionally the 
chairman of the committee also holds  
“adhoc” meetings with the finance 
director the external auditors and the 
group’s internal audit team as and when 
required in the year under review 5 such 
meetings have taken place
the board considers that the processes  
of the audit committee comply with the 
guidance issued by the smith committee
as stated above part of the role of the 
audit committee is to review the 
independence of the company’s auditors 
the company’s external auditors deloitte 
llp have provided nonaudit services to 
the company in the form of tax regulatory 
and remuneration advice the audit 
committee is aware that providing audit 
and nonaudit advice could give rise to a 
potential conflict of interest t o address this 
concern when the need has arisen the 
remuneration committee has sought advice 
on executive remuneration issues where 
appropriate from independent advisors 
who do not provide the group with other 
services further details are set out in the 
remuneration report on page 30 some 
due diligence and other corporate strategic 
work is handled by other external advisors 
the audit committee has concluded that  
in the circumstances it is satisfied that the 
independence of the auditors deloitte  
llp  has not been compromised 
remuneration committee 
the remuneration committee consists 
entirely of independent non executive 
directors the current chairman is ivan 
fallon the other members are lord stone 
of blackheath john mcguire and anna 
ford with effect from 1 march 2009 
the remuneration committee met 5 times 
during the year member’s attendance was 
as follows 
the purpose of this committee is to review 
and formulate the company’s remuneration 
policy and 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 30 
to 42 the report will be put to an advisory 
vote by the members at the company’s 
2009 annual general meeting 
corporate governance report
 attendance apologies
lord stone of blackheath 2 0
john mcguire 2 0
ivan fallon 2 0
 attendance apologies
lord stone of blackheath 5 0
john mcguire 5 0
ivan fallon 5 0 n brown group plc annual report  accounts 2009 29
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 with effect from  
1 march 2009 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 where 
appropriate external search consultants 
are enlisted 
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 
during the year the nominations committee 
made recommendations to strengthen the 
nonexecutive representation on the board 
which led to the appointment of anna ford 
on 1 march 2009 whose biographical 
details appear on page 20 no external 
consultancy or recruitment advertising was 
used in the appointment of anna ford 
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 board continues to operate a formal 
and detailed risk management process 
throughout the group a cyclical programme 
of assessments of operational financial and 
other business risks has been implemented 
at each principal operating subsidiary of the 
group each cycle comprising at least two 
reviews annually which takes into account 
the internal controls that exist to mitigate 
the impact of those risks any significant 
residual risks are then evaluated and action 
plans to further reduce their impact are 
initiated and monitored where necessary
since inception nineteen positive risk 
management cycles have been carried  
out to date a risk management committee 
which met two times last year oversees  
the above process and reports progress  
to the audit committee which thereafter 
reports to the board drawing all appropriate 
matters to its attention and making 
recommendations the risk committee 
together with the audit committee is also 
responsible for ensuring that the principles 
of sound risk management and effective 
internal control are properly embedded 
within the organisation a process which  
the board has satisfied itself has continued 
to operate during the year 
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 
control for the year under review as well  
as receiving regular reports from the risk 
management 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 chief 
executive and the chairman of the  
audit committee internal audit plans  
are discussed and agreed annually 
between the 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 believes in the importance 
of good communications 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 ‘roadshows’ all 
non executive directors are kept informed 
of shareholders’ views through detailed 
feedback and analyst’s and broker reports 
tabled at each board meeting the senior 
independent director is 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 
opportunities to meet with management 
through ad hoc and onetoone meetings 
at least twice a year at the announcement 
of results and also at events such as the 
analysts financial presentation and also  
by constructive use of the agm non 
executive and executive directors may  
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 included in the 
directors board packs
corporate governance report 30 n brown group plc annual report  accounts 2009 
remuneration report
introduction 
this report has been prepared in 
accordance with schedule 7a of the 
companies act 1985 this report also 
meets the relevant requirements of the 
listing rules of the uk listing authority and 
describes how the board have applied the 
principles of good governance relating  
to directors’ remuneration set out in the 
combined code on corporate governance 
2006 “the code” 
this report will be put to an advisory  
vote of the company’s shareholders at  
the annual general meeting on 7 july 2009  
the auditors are required to report on the 
‘audited’ section 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 1985 
as amended by the regulations the report 
is therefore divided into separate sections 
for audited and unaudited information 
unaudited information 
remuneration committee 
during the financial year the remuneration 
committee of the board “the committee” 
comprised ivan fallon chairman lord 
stone of blackheath and john mcguire all 
of whom are nonexecutive and considered 
by the company to be independent  
ms anna ford joined the committee on 1 
march 2009 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 at the registered 
office of the company and on the corporate 
website the committee met 5 times  
during the year with full attendance on 
each occasion 
the committee’s work is supported by 
independent professional advice deloitte 
llp provided remuneration benchmarking 
and other remuneration data and in their 
capacity as the company’s auditors also 
provided audit and tax services to the 
group hewitt new bridge street 
consultants provided advice in respect  
of 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 
advice in respect of the chief executive’s 
pension arrangements from mercer human 
resource consulting limited mr charles 
evers pension consultant deloitte llp 
and pinsent masons llp  the latter two are 
general advisers to the company who were 
not specifically appointed by the 
committee hewitt new bridge street 
mercer human resource consulting 
limited and charles evers 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 directors remuneration for the year 
the committee consulted 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 all remuneration 
related aspects of the code during the  
year under review 
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 
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 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 all pertinent matters including 
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 long
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 2009 31
remuneration report
term 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 should be introduced and shareholder 
approval for the 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 opposite demonstrate the 
balance between fixed and variable 
performance based pay for each  
executive director
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 2008
alan white £500000
dean moore £262500
in light of prevailing economic conditions 
the committee decided that it was 
appropriate to defer the june 2009 review 
of the executive directors salaries until 
october 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 objectives of the company and that they 
continue to remain stretching and 
challenging the maximum potential bonus 
payable to an executive director for 200809 
and for 200910 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 2 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 performance targets used for 200809 
were based on a combination of absolute 
growth in profit over the previous year’s 
reported profit before tax an increase in  
the volumes of customers placing an order 
150000 more orderers than 200708 and 
the achievement of personal objectives  
the performance targets for 200910 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 achievement 
of the bonus was scored as follows 
a group profit 80 of bonus
the targeted adjusted profit before tax 
range for bonus purposes was £774m  
to £829m compared with the prior year 
adjusted result of £746m adjusted profit 
before tax for 200809 was £830m 
therefore the bonus payment under this 
element of the scheme was 100
b increase in volume of ordering 
customers 10 of bonus
the target was to increase the number of 
orderers by up to 150000 more than the 
prior year with nothing payable for the first 
30000 of the increase an additional 77336 
customers was achieved and the bonus 
payment on this element is therefore 39 
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
based on the results of these three 
elements the bonus payable for the year 
under review 25 of which is compulsorily 
converted into shares and deferred for 2 
years is as follows 
name alan white dean moore
200809 bonus  deferred shares  £458500 £235987
200809 matching share award contingent £114625 £58997
total 200809 bonus  matching share award  
as a age of salary  1146 1124 32 n brown group plc annual report  accounts 2009 
remuneration report
share incentives 
it is the policy of the committee that 
subject to the review of the committee 
executive directors and senior executives 
should be considered to receive an annual 
award granted under 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 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 
•	 dif fer ent 	performance 	conditions 	that	
might apply to awards and options or 
•	 the 	r ecruitment 	of 	a 	senior 	executive	
for the year under review no combined 
awards were made 
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 
• 	 m a r k e t 	 r e s e a r c h 	 i n d i c a t e d 	 t h a t 	 t s r 	 i s 	 a n	
appropriate and common measure for 
longterm incentive arrangements within 
ftse 250 companies 
• 	 a 	 t s r 	 p e r f o r m a n c e 	 c o n d i t i o n 	 i s 	 m o r e	
closely aligned with shareholder interests 
than earnings per share “eps” growth 
• 	 a 	 r e l a t i v e 	 t s r 	 p e r f o r m a n c e 	 c o n d i t i o n	
more closely evaluates company 
performance against a basket of 
comparator companies in the same 
sector 
• 	 a 	 t s r 	 p e r f o r m a n c e 	 c o n d i t i o n 	 i s 	 e a s i l y	
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 threeyear 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 
home retail group instore jjb sports 
kesa electrical laura ashley marks  
spencer moss bros group mothercare 
next and stylo the committee determines 
which companies are to be added or 
removed from this comparator group 
vesting of awards
for existing awards made prior to  
2009 vesting in 2009 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 vesting in 2012 the 
percentage vesting for 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 if the 
company’s tsr is ranked between median 
and upper quartile
the company’s tsr performance against 
these targets is measured by reference  
to publicly available data produced by 
datastream and reviewed by the 
remuneration committee before final 
approval of any award is made
there are currently three awards 
outstanding under the longterm share 
incentive plans granted in 2006 2007 and 
2008 based on performance as at 30 april 
2009 the company’s tsr is ranked above 
the upper quartile in respect of each of 
these awards
longterm incentive share plan description
maximum annual award  of salary 150 
nature of right to receive 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 with an initial 
value of up to 100 of their salary to both executive directors
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  n brown group plc annual report  accounts 2009 33
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 ltip 
 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 comprising 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” 927 
 equivalent to 3 pa compound growth over the three year performance period  34 n brown group plc annual report  accounts 2009 
remuneration report
performance conditions
the first condition is related to the 
company’s absolute tsr performance  
ie share price plus dividends paid 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 months 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 the 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 yearonyear 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 straight
line 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 long
term 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 individuals have been granted awards under the vcp
name awards over
alan white chief executive 1200000 shares
dean moore group 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 option 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 from 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 2009 35
remuneration report
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 
there is currently no intention to invite 
eligible employees to participate in the 
company’s share incentive plan sip 
shareholding guidelines
for 2009 onwards 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 
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 	 c a r 	 a n d 	 f u e l 	 a l l o w a n c e  	 a n d	
• 	 m e d i c a l 	 i n s u r a n c e	
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
 
 potential payment potential potential 
 on termination payment upon payment in event 
name of contract company takeover of liquidation
alan white 12 months salary nil unless terminated nil unless terminated
dean moore 12 months 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 36 n brown group plc annual report  accounts 2009 
nonexecutive directors are retained on 
letters of appointment all nonexecutive 
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 
t ermination 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 non executive 
directorships in listed businesses fees  
for such directorships are retained by the 
executive director alan white currently 
holds a non executive directorship with 
t opps tiles plc for which he is paid and 
retains a fee of £34000 per annum
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 
that post entrails 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 5  
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
alan white executive 10 august 2002 na 12 months
dean moore executive 20 december 2004 na 12 months
lord alliance of manchester cbe non executive 16 may 2007 na 6 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
total shareholder return performance n brown vs ftse 250
remuneration report
financial period source datastream
total return rebased to 100
ftse mid250 index
n brown group plc
350
300
250
200
150
100
50
0
feb 04 feb 05 feb 06 feb 07 feb 08 feb 09 n brown group plc annual report  accounts 2009 37
audited information
directors’ remuneration and interests
emoluments
the individual elements of directors’ emoluments for the year are as follows
    performance 
  salaries taxable related 2009 2008
   fees benefits 
1
 bonuses 
2
 total total
  £’000 £’000  £’000  £’000 £’000
executive salaries      
alan white  505 1 458 964 992
dean moore  284 1 236 521 515
non executive fees
lord alliance of manchester cbe  17 – – 17 17
nigel alliance obe  18 – – 18 18
ivan fallon  41 – – 41 40
lord stone of blackheath  36 – – 36 35
john mcguire  38 – – 38 37
  939 2 694 1635 1654
1 taxable benefits comprise the provision of private medical cover    
2 included in the performancerelated bonus awards stated above are £114625 for alan white and £58997 for dean moore which after deduction of income 
tax are shortly due to be transferred to the deferred annual bonus scheme referred to above
remuneration report 38 n brown group plc annual report  accounts 2009 
pensions
details of directors’ accrued pension entitlements under the group’s defined benefit schemes are as follows
      transfer  transfer
      value of increase value
  accrued increase accrued transfer accrued in transfer of accrued
  pension at during pension at value of pension at value during pension at
  1 mar 2008 
1
 year 
2 
28 feb 2009 
1
 increase 
234
 1 mar 2008 
3
 year 
345
 28 feb 2009 
3
  £’000 £’000 £’000 £’000 £’000 £’000 £’000
alan white  190 19 218 266 2666 810 3485
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 member’s 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 resulting benefits are included in the  
above table
contributions paid by the company into the group’s defined contribution scheme during the year in respect of dean moore amounted to 
£15563 2008 £14610
share options
details of directors’ share options are as follows
       market
 at    at  price at   date from
 1 mar granted lapsed exercised 28 feb exercise date of which expiry
 2008 in year in year in year 2009 price exercise exercisable date
alan white
saye 15461 – – 15461 – 1030p 2090p 010808 310109
 – 4234 – – 4234 2220p  010811 310112
 15461 4234 – 15461 4234
dean moore
saye 18579 – – – 18579 880p  010809 310110
 18579 – – – 18579
the total gain made by alan white on the exercise of the share options during the year was £16389
the market price of the company’s shares at 28 february 2009 was 19975p 2008 2505p and the range during the year  
was 17325p to 2625p
remuneration report n brown group plc annual report  accounts 2009 39
remuneration report
deferred annual bonus share awards
details of awards made to the directors under the group’s deferred annual bonus scheme are as follows
      market market
 at    at price at price at date from
 1 mar awarded lapsed exercised 28 feb date of  date of which expiry
 2008 in year in year in year 2009  award  exercise exercisable date
alan white 36071 – – 36071 – 2120p 1823p 260508 251108
 29465 – – – 29465 3440p  250509 241109
 – 49353 – – 49353 2300p  290510 281110
 65536 49353 – 36071 78818   
dean moore 18000 – – 18000 – 2120p 1823p 260508 251108
 15381 – – – 15381 3440p  250509 241109
 – 26058 – – 26058 2300p  290510 281110
 33381 26058 – 18000 41439
the total gains made by alan white and dean moore on the exercise of the awards during the year was £65836 and £32853 respectively 40 n brown group plc annual report  accounts 2009 
remuneration report
long term incentives
details of awards of shares made to the directors are as follows
      market market
 at     at  price at price at  date from
 1 mar awarded lapsed   exercised 28 feb date of  date of which expiry 
 2008 in year in year in year 2009  award  exercise exercisable date
alan white 200000 – –  200000 – 
1
 1350p 1823p 280608 271208
 59677 – –  – 59677 
1
 1350p  080209 070809
 154769 – –  – 154769 
1
 2075p  130609 121209
 61907 – –  – 61907 
1
 2680p  191009 180410
 150560 – –  – 150560 
1
 3250p  180610 171210
 2180 – –  – 2180 
1
 3220p  160710 150111
 – 277200 –  – 277200 
1
 1800p  020711 010112
 629093 277200 –  200000 706293    
dean moore 113055 – –  113055 – 
1
 1350p
 
1823p
 
280608 271208
 80623 – –  – 80623 
1
 2075p  130609 121209
 57664 – –  – 57664 
1
 3250p  180610 171210
 – 145530 –  – 145530 
1
 1800p  020711 010112
 251342 145530 – 113055 283817
1 exercise is subject to performance condition geared to total shareholder return
the total gains made by alan white and dean moore on the exercise of the awards during the year was £364606 and   
£206346 respectively n brown group plc annual report  accounts 2009 41
value creation plan
details of awards of shares made to the directors are as follows
      market market
 at     at  price at price at  date from
 1 mar awarded lapsed   exercised 28 feb date of  date of which expiry 
 2008 in year in year in year 2009  award  exercise exercisable date
alan white – 1200000 –  – 1200000 
1
 19925p  280214 280219
 – 1200000 –  – 1200000    
dean moore – 500000 –  – 500000 
1
 19925p  280214 280219
 – 500000 – – 500000
1 exercise is subject to performance condition geared to total shareholder return and growth in earnings per share
remuneration report 42 n brown group plc annual report  accounts 2009 
interests
directors’ interests in shares of the company are as follows   at at
   28 feb 1 mar  
   2009 2008
   ordinary  ordinary 
    shares shares
   of 11
1
19p each of 11
1
19p each
lord alliance of manchester cbe   75316182 86525232
lord alliance of manchester cbe non beneficial   19731784 8512737
alan white   493581 359772
dean moore   211919 119405
nigel alliance obe   24658313 31489268
nigel alliance obe non beneficial   6830943 –
ivan fallon   – –
lord stone of blackheath   9047 6333
john mcguire   9047 9047
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 at
   28 feb 1 mar  
   2009 2008
n brown group plc no 2 employee share ownership trust   129924 70247
there have been no changes in the above interests of the directors between the year end and 30 april 2009
approval
this report was approved by the board of directors on 12 may 2009 and signed on its behalf by
ivan fallon
chairman of the remuneration committee
remuneration report n brown group plc annual report  accounts 2009 43
independent auditors’ report – group accounts
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 28 february 2009 which 
comprise the consolidated income 
statement the consolidated statement  
of recognised income and expense  
the consolidated balance sheet the 
consolidated cash flow statement the 
reconciliation of operating profit to net 
cash from operating activities and the 
related notes 1 to 34 these group 
financial statements have been prepared 
under the accounting policies set out 
therein we have also audited the 
information in the remuneration report that 
is described as having been audited
we have reported separately on the  
parent company financial statements of  
n brown group plc for the period ended 
28 february 2009
this report is made solely to the company’s 
members as a body in accordance with 
section 235 of the companies act 1985 
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 
the directors’ responsibilities for preparing 
the annual report the remuneration report 
and the group financial statements in 
accordance with applicable law and 
international financial reporting standards 
ifrss as adopted by the european union 
are set out in the directors’ report
our responsibility is to audit the group 
financial statements in accordance with 
relevant legal and regulatory requirements 
and international standards on auditing 
uk and ireland
we report to you our opinion as to whether 
the group financial statements give a true 
and fair view whether the group financial 
statements have been properly prepared in 
accordance with the companies act 1985 
and article 4 of the ias regulation and 
whether the part of the remuneration report 
described as having been audited has 
been properly prepared in accordance with 
the companies act 1985 we also report to 
you whether in our opinion the information 
given in the directors’ report is consistent 
with the group financial statements
in addition we report to you if in our 
opinion we have not received all the 
information and explanations we require for 
our audit or if information specified by law 
regarding director’s remuneration and other 
transactions is not disclosed
we review whether the corporate 
governance statement reflects the 
company’s compliance with the nine 
provisions of the 2006 combined code 
specified for our review by the listing 
rules of the financial services authority 
and we report if it does not we are not 
required to consider whether the board’s 
statements on internal control cover all 
risks and controls or form an opinion on 
the effectiveness of the group’s corporate 
governance procedures or its risk and 
control procedures
we read the other information contained  
in the annual report as described in the 
contents section and consider whether  
it is consistent with the audited group 
financial statements we consider the 
implications for our report if we become 
aware of any apparent misstatements or 
material inconsistencies with the group 
financial statements our responsibilities 
do not extend to any further information 
outside the annual report
basis of audit opinion 
we conducted our audit in accordance 
with international standards on auditing 
uk and ireland issued by the auditing 
practices board an audit includes 
examination on a test basis of evidence 
relevant to the amounts and disclosures in 
the group financial statements and the part 
of the remuneration report to be audited  
it also includes an assessment of the 
significant estimates and judgments made 
by the directors in the preparation of the 
group financial statements and of whether 
the accounting policies are appropriate to 
the group’s circumstances consistently 
applied and adequately disclosed
we planned and performed our audit so  
as to obtain all the information and 
explanations which we considered 
necessary in order to provide us with 
sufficient evidence to give reasonable 
assurance that the group financial 
statements and the part of the 
remuneration report to be audited are  
free from material misstatement whether 
caused by fraud or other irregularity or 
error in forming our opinion we also 
evaluated the overall adequacy of the 
presentation of information in the group 
financial statements and the part of the 
remuneration report to be audited
opinion 
in our opinion
• 	 t h e 	 g r o u p 	 f i n a n c i a l 	 s t a t e m e n t s 	 g i v e 	 a 	 t r u e	
and fair view in accordance with ifrss 
as adopted by the european union of 
the state of the group’s affairs as at 28 
february 2009 and of its profit for the 
period then ended
• 	 t h e 	 g r o u p 	 f i n a n c i a l 	 s t a t e m e n t s 	 h a v e 	 b e e n	
properly prepared in accordance with the 
companies act 1985 and article 4 of the 
ias regulation
•	 the 	part 	of 	the 	r emuneration 	r eport	
described as having been audited has 
been properly prepared in accordance 
with the companies act 1985 and
•	 the 	information 	given 	in 	the 	dir ectors’	
report is consistent with the group 
financial statements
deloitte llp
chartered accountants and  
registered auditors 
manchester
12 may 2009 44 n brown group plc annual report  accounts 2009 
       2009 2008
for the 52 weeks ended 28 february 2009   note £m £m
revenue – continuing operations    3 6625 6109 
operating profit – continuing operations   5 955 918 
investment income    7 41 42 
finance costs    8 169 198
fair value adjustments to financial instruments   19 96 18
profit before taxation     923 780
taxation    9 302 222
profit for the period from continuing operations    621 558
profit for the period from discontinued operations   10 – 11
profit attributable to equity holders of the parent    621 569
adjusted earnings per share from continuing operations    12 
basic     2196p 1975p
diluted      2190p 1967p
earnings per share from continuing operations    12 
basic     2288p 2075p
diluted      2282p 2067p
earnings per share from continuing and discontinued operations   12 
basic     2288p 2116p
diluted      2282p 2108p
       2009 2008
for the 52 weeks ended 28 february 2009   note £m £m
exchange differences on translation of foreign operations    26 17 08
actuarial lossesgains on defined benefit pension schemes    33 17 79
tax on items recognised directly in equity    9 02 10
net income recognised directly in equity     02 77
profit for the period      621 569
recognised income for the period attributable    
to equity holders of the parent     27 623 646 
consolidated income statement
consolidated statement of recognised income and expense n brown group plc annual report  accounts 2009 45
       2009 2008
as at 28 february 2009    note £m £m
noncurrent assets     
intangible assets    13 328 309
property plant  equipment    14 750 705
deferred tax assets    21 47 71
       1125 1085 
current assets 
inventories    16 698 681
trade and other receivables    17 4588 4062
derivative financial instruments    19 97 01
cash and cash equivalents    29 517 508
       5900 5252
total assets     7025 6337 
current liabilities     
bank overdrafts    18 – 02
trade and other payables    22 1061 1036
current tax liability     138 132
       1199 1170
net current assets     4701 4082 
noncurrent liabilities     
bank loans    18 2700 2500
retirement benefit obligation    33 40 58
deferred tax liabilities    21 203 124
       2943 2682
total liabilities     4142 3852
net assets     2883 2485 
equity     
share capital    23 303 300 
share premium account    24 110 110 
own shares    25 02 01
foreign currency translation reserve    26 29 12
retained earnings     27 2443 2064 
total equity     2883 2485 
the financial statements were approved by the board of directors and authorised for issue on 12 may 2009
they were signed on its behalf by
alan white
dean moore
directors
consolidated balance sheet 46 n brown group plc annual report  accounts 2009 
       2009 2008
for the 52 weeks ended 28 february 2009   note £m £m
net cash from operating activities     387 317
investing activities      
purchases of property plant and equipment    129 88
purchases of intangible fixed assets     83 67
disposal of subsidiary    28 – 33
interest received     10 15
net cash used in investing activities     202 107
financing activities
interest paid     131 162
dividends paid     249 1014
increase in bank loans     200 1062
decrease in bank overdrafts     02 –
proceeds on issue of share capital     – 07
proceeds on issue of shares held by esot    06 05
net cash used in financing activities     176 102
net increase in cash and cash equivalents    09 108 
cash and cash equivalents at beginning of period    508 400
cash and cash equivalents at end of period   29 517 508
consolidated cash flow statement
       2009 2008
for the 52 weeks ended 28 february 2009    £m £m
operating profit from continuing operations    955 918 
operating profit from discontinued operations    – 04
adjustments for
depreciation of property plant and equipment    58 57 
amortisation of intangible assets     64 67 
share option charge      18 17 
operating cash flows before movements in working capital   1095 1063
increase in inventories     17 132 
increase in trade and other receivables     511 508 
increase in trade and other payables     50 230 
pension obligation adjustment     39 145
cash generated by operations     578 508
taxation paid     191 191
net cash from operating activities     387 317
reconciliation of operating profit to  
net cash from operating activities n brown group plc annual report  accounts 2009 47
1 general information
n brown group plc is a company 
incorporated in the united kingdom under 
the companies act 1985 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 
in the current year two interpretations 
issued by the international financial 
reporting interpretations committee are 
effective for the current period these are 
ifric 11 ifrs 2 – group and treasury 
share transactions and ifric 14 ias 19 – 
the limit on a defined benefit asset 
minimum funding requirements and  
their interaction the adoption of these 
interpretations has not led to any changes 
in the group’s accounting policies
at the date of authorisation of these 
financial statements the following 
standards and interpretations which  
have not 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 2 amended 
sharebased payment – vesting  
conditions and cancellations
ifrs 3 revised 2008 
business combinations
ifrs 8 
operating segments
ias 1 revised 2007 
presentation of financial statements
ias 23 revised 2007 
borrowing costs
ias 27 revised 2008  
consolidated and separate financial 
statements improvements to ifrss  
may 2008
ias 38 intangible assets improvements  
to ifrss may 2008 mail order catalogue 
costs will only be recognised as a 
prepayment asset until the date at which 
the group has the right to access the 
goods purchased currently mail order 
catalogue costs are recognised as a 
prepayment asset until the date of dispatch
the directors anticipate that the adoption 
of these standards and interpretations in 
future periods will have no material impact 
on the financial statements of the group 
except for additional segment disclosures 
when ifrs 8 comes into effect for periods 
commencing on or after 1 january 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 below 
accounting period 
throughout the accounts and the directors 
report and financial review 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 
notes to the group accounts 48 n brown group plc annual report  accounts 2009 
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 
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 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
 
2 accounting policies continued
notes to the group accounts n brown group plc annual report  accounts 2009 49
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 nonmonetary 
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 
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 non
monetary 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  
initial recognition at fair value and are 
subsequently 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 
notes to the group accounts
2 accounting policies continued 50 n brown group plc annual report  accounts 2009 
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 share
based payments is expensed on a straight
line 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 recognised income and expense 
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 
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 17 
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 
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 facilities of £320m as the group’s 
borrowing facilities are committed until 
2012 there are no current plans to open 
renewal negotiations in the next twelve 
months 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
2 accounting policies continued n brown group plc annual report  accounts 2009 51
       2009 2008
3 revenue     £m £m
 an analysis of the group’s revenue is as follows
continuing operations
sale of goods     4813 4433
rendering of services     1812 1676 
revenue – continuing operations     6625 6109 
investment income     41 42 
discontinued operations   
fulfilment     – 87 
total revenue     6666 6238
notes to the group accounts
       2009 2008
4 business segments     £m £m
revenue   
continuing operations    
home shopping     6625 6109
operating profit
continuing operations
home shopping     955 918 
fair value adjustments to financial instruments    96 18
investment income     41 42 
finance costs     169 198
profit before taxation     923 780 
taxation     302 222
profit for the period from discontinued operations    – 11
profit after tax and discontinued operations    621 569
the group has one business segment and one geographic segment that operates in uk and ireland
the analysis above is in respect of continuing operations information in respect of discontinued operations is shown in note 10 
other information
 2009 2008
  home fulfilment consolidated home fulfilment consolidated
  shopping  total shopping  total
  £m   £m   £m  £m   £m  £m
capital additions  186 – 186 140 15 155
depreciation and amortisation 122 – 122 119 05 124
balance sheet
assets  6978 – 6978 6266 – 6266
liabilities  3801 – 3801 3596 – 3596
segment net assets  3177 – 3177 2670 – 2670
unallocated assets  47 – 47 71 – 71
unallocated liabilities  341 – 341 256 – 256
net assets  2883 – 2883 2485 – 2485 52 n brown group plc annual report  accounts 2009 
       2009 2008
5 profit for the period     £m £m
continuing operations
revenue     6625 6109
cost of sales     3101 2731
gross profit     3524 3378
distribution costs     605 623
administration costs     1964 1837
operating profit – group operations     955 918
profit for the period has been arrived at after chargingcrediting
 continuing operations discontinued operations total
 2009 2008 2009 2008 2009 2008
 £m £m £m £m £m £m
net foreign exchange gains 30 35 – – 30 35
depreciation of property plant and equipment  58 55 – 02  58 57 
amortisation of intangible assets 64 67 – – 64 67
cost of inventories recognised as expense 2060 1867 – – 2060 1867
staff costs 665 785 – 14 665 799
auditors remuneration for audit
services see below 02 02 – – 02 02
amounts payable to deloitte llp and their associates by the company and its uk subsidiary undertakings in respect of nonaudit 
services were £03m 2008 £03m
a more detailed analysis of auditors’ remuneration is provided below
     2009 2008
     £m £m
audit fees       
the audit of the company’s subsidiaries pursuant to legislation    02 02
other services      
tax services     03 03
     03 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 2008 £10000
 in addition to the amounts shown above the auditors received fees of £4000 2008 £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 
notes to the group accounts n brown group plc annual report  accounts 2009 53
notes to the group accounts
6 staff costs     2009 2008
the average monthly number of employees
including executive directors was 
distribution     1160 1188
sales and administration     1970 1871
     3130 3059
       2009 2008
their aggregate remuneration comprised    £m £m
wages and salaries     576 573 
social security costs     64 60 
other pension costs see note 33     25 166 
     665 799
details of individual directors’ remuneration is disclosed in the remuneration report on page 37
       2009 2008
7 investment income     £m £m
interest on bank deposits     10 15
expected return on pension assets     31 27
     41 42
     2009 2008
8 finance costs     £m £m
interest on bank overdrafts and loans     134 166
interest on pension scheme liabilities     35 32 
total borrowing costs     169 198 54 n brown group plc annual report  accounts 2009 
 continuing operations discontinued operations total
 2009 2008 2009 2008 2009 2008
9 tax £m £m £m £m £m £m
current tax – charge for the period 216 181 – 01 216 182
current tax – adjustment in respect of 
previous periods 09 25 – – 09 25
deferred tax see note 21 92 42 – – 92 42
deferred tax – adjustment in respect 
of previous periods 03 24 – – 03 24
 302 222 – 01 302 223 
uk corporation tax is calculated at 2816 2008 30 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
     2009 2008
     £m £m
profit before tax
continuing operations     923 780
discontinued operations     – 12
     923 792
tax at the uk corporation tax rate of 2816 2008 30    260 237
effect of abolition of industrial building allowances     44 – 
tax effect of expenses that are not deductible in determining taxable profit   10 – 
effect of different tax rates of subsidiaries operating in other jurisdictions   06 09 
 tax effect of adjustments in respect of previous periods    06 01
effect of change in tax rate     – 04
tax expense for the period     302 223
in addition to the amount charged to the income statement tax movements recognised directly in equity were as follows
     2009 2008
     £m £m
current tax – share based payments     10 19 
deferred tax – share based payments     05 22
deferred tax – retirement benefit obligations     13 07
     02 10
notes to the group accounts n brown group plc annual report  accounts 2009 55
notes to the group accounts
10 discontinued operations
 in december 2007 the group sold the entire share capital of zendorcom limited its third party fulfilment operation for a net 
consideration of £17m
the results of the discontinued operations which have been included in the consolidated income statement were as follows
     2009 2008
       £m £m
revenue     – 87
expenses     – 83
operating profit     – 04
profit on disposal of discontinued operations    – 08
attributable tax charge     – 01
net profit attributable to discontinued operations    – 11
the effect of the contribution of the discontinued operations on the group’s cash flows have not been disclosed as they are not 
considered to be significant
       2009 2008
11 dividends     £m £m
amounts recognised as distributions to equity holders  in the period
final dividend for the 53 weeks ended 1 march 2008 of 641p 2007 534p per share  174 143 
interim dividend for the 52 weeks ended 28 february 2009 of 278p 2008 265p per share  75 72
     249 215 
proposed final dividend for the 52 weeks ended 28 february 2009 of 641p 2008 641p per share 176 174
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 56 n brown group plc annual report  accounts 2009 
notes to the group accounts
12 earnings per share
from continuing and discontinued operations
the calculations of the basic and diluted earnings per share is based on the following data
       2009 2008
earnings     £m £m
 earnings for the purposes of basic earnings per share being
 net profit attributable to equity shareholders of the parent    621 569
 
       2009 2008
number of shares ’000s     number number
 weighted average number of ordinary shares for the    
purposes of basic earnings per share     271413 268869 
 effect of dilutive potential ordinary shares    
share options     728 1079 
 weighted average number of ordinary shares for the purposes of    
diluted earnings per share     272141 269948 
     2009 2008
  from continuing operations     £m £m
earnings    
 net profit attributable to equity holders of the parent    621 569
adjustments to exclude profit for the period from discontinued operations   – 11
earnings from continuing operations for the purposes of basic earnings    
per share excluding discontinued operations    621 558
impact of 53rd week net of tax     – 14 
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    69 13 
adjusted earnings from continuing operations    596 531  
the denominators used are the same as those detailed above for both basic and diluted earnings per share  from continuing and 
discontinued operations
       2009 2008
from discontinued operations     pence pence
basic     – 041
diluted     – 041 n brown group plc annual report  accounts 2009 57
notes to the group accounts
     customer  
   brands software database total
13 intangible assets   £m £m £m £m
cost   
at 24 february 2007   79 693 19 791
additions   – 67 – 67
at 1 march 2008   79 760 19 858
additions   – 83 – 83
at 28 february 2009   79 843 19 941
amortisation   
at 24 february 2007   – 473 09 482
charge for the period   – 64 03 67
at 1 march 2008   – 537 12 549
charge for the period   – 61 03 64
at 28 february 2009   – 598 15 613
carrying amount   
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 £46m 2008 £55m
all additions relate to internal development
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 name arising from the acquisition of gray  osbourn limited is deemed to have an indefinite life as there is no 
foreseeable limit to the period over which it is expected to generate cash inflows and is subject to annual impairment tests
the carrying value of the gray  osbourn limited brand name has 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 two year financial budgets approved by management and 
thereafter extrapolates cash flows in perpetuity with no 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 84 58 n brown group plc annual report  accounts 2009 
notes to the group accounts
    land and fixtures and  
    buildings equipment total
14 property plant and equipment    £m £m £m
cost   
at 24 february 2007    454  745  1199 
additions    23 65  88
disposal of subsidiary undertakings    –  15  15 
at 1 march 2008    477  795  1272 
additions    03  100  103 
at 28 february 2009    480  895  1375 
accumulated depreciation and impairment   
at 24 february 2007    51  459  510
charge for the period     09  48  57
at 1 march 2008    60  507  567 
charge for the period    09  49  58 
at 28 february 2009    69  556 625 
carrying amount     
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 £29m 2008 £08m 
no depreciation has been charged on these assets
at 28 february 2009 the group had entered into contractual commitments for the acquisition  of property plant and equipment 
amounting to nil 2008 £nil
15 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
       2009 2008
16 inventories     £m £m
finished goods     671 658 
sundry stocks     27 23 
     698 681  n brown group plc annual report  accounts 2009 59
notes to the group accounts
       2009 2008
17 trade and other receivables     £m £m
amount receivable for the sale of goods and services    4777 4184
allowance for doubtful debts     411 291
     4366 3893
other debtors and prepayments     222 169
     4588 4062
the average credit period given to customers for the sale of goods is 241 days 2008 230 days interest is charged at 388 2008 
383 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 £510m at 28 february 2009 2008 £400m
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
       2009 2008
 ageing of trade receivables     £m £m
current     3502 3147
0 – 28 days     620 531
29 – 56 days     267 217
57 – 84 days      161 124
85 – 112 days     121 95
over 112 days past due     106 70
total     4777 4184
       2009 2008
 movement in the allowance for doubtful debts    £m £m
balance at the beginning of the period    291 235
amounts charged net to the income statement    523 343
net amounts written off     403 287
balance at the end of the period     411 291
the concentration of credit risk is limited due to the customer base being large and unrelated and comprising 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 60 n brown group plc annual report  accounts 2009 
notes to the group accounts
       2009 2008
18 bank overdraft and loans     £m £m
bank overdrafts     – 02 
bank loans     2700 2500 
      2700 2502
the borrowings are repayable as follows
on demand or within one year     – 02
in the second year     – –
in the third to fifth year     2700 2500
     2700 2502 
less amount due for settlement within 12 months shown under current liabilities  – 02
 amounts due for settlement after 12 months    2700 2500
all borrowings are held in sterling
       2009 2008
  the weighted average interest rates paid were as follows    
bank overdrafts     50 65
bank loans     44 60
 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 2008 £170m 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 £80m 2008 £80m drawn down under a medium term bank revolving credit 
facility 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  
28 february 2009 the estimated future interest cost per annum until maturity would be £119m 2008 £15m
 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
       2009 2008
       £m £m
 on demand or within one year     119 152
 in the second year     119 150
 in the third to fifth year     2809 2792
       3047 3094
 at 28 february 2009 the group had available £50m 2008 £70m of undrawn committed borrowing facilities in respect of which  
all conditions precedent had been met
 the financial review on page 19 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 19 n brown group plc annual report  accounts 2009 61
notes to the group accounts
19 derivative financial instruments 
at the balance sheet date details of outstanding forward foreign exchange contracts that the group has committed to are as follows
       2009 2008
       £m £m
 notional amount     360 336
 fair value asset     97 01
 changes in the fair value of nonhedging currency derivatives amounting to £96m 2008 £18m have been credited to income  
in the period
20 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 18 cash and cash equivalents disclosed in note 29 and equity attributable to  
equity holders of the parent comprising issued capital reserves and retained earnings as disclosed in notes 23 to 27 
gearing ratio
the gearing ratio at the year end is as follows
       2009 2008
       £m £m
 debt     2700 2502
 cash and cash equivalents     517 508
 net debt     2183 1994
 equity     2883 2485
 net debt to equity ratio     76 80
debt is defined as long and shortterm borrowings as detailed in note 18 
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 62 n brown group plc annual report  accounts 2009 
notes to the group accounts
20 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
     2009 2008
     £m £m
less than 6 months     122 124
6 to 12 months     184 106
12 to 18 months     54 75
18 to 24 months     – 31
     360 336
 
forward contracts outstanding at the period end are contracted at us dollar exchange rates ranging between 149 and 204 
 the carrying amounts of the group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date  
are as follows
  liabilities assets
     2009 2008 2009 2008
     £m £m £m £m
 euro   22 19 129 102
 us dollar   33 26 – 02
 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  
   2009 2008 2009 2008
     £m £m £m £m
 income statement
 sterling strengthens by 10   12 09 04 03
 sterling weakens by 10   10 08 03 02
 
 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 28 february 2009 would decrease by £11m 2008 £10m 
 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  n brown group plc annual report  accounts 2009 63
notes to the group accounts
20 financial instruments continued 
  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 18 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 non
derivative 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
21 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 24 february 2007 24 05 57 84 14 42
creditcharge to income 05 05 01 45 22 66
charge to equity 07 – – 22 – 29
at 1 march 2008 22 – 56 17 36 53
creditcharge to income 05 27 47 10 16 95
chargecredit to equity 13 – – 05 – 08
at 28 february 2009 14 27 103 12 52 156
an exceptional tax charge of £44m has been recognised in the profit for the 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
       2009 2008
       £m £m
  deferred tax assets     47 71
 deferred tax liabilities     203 124
       156 53 
 at the balance sheet date the group has unused tax losses of £01m 2008 £01m available for offset against future profits 
no deferred tax asset has been recognised due to the unpredictability of future profit streams 64 n brown group plc annual report  accounts 2009 
notes to the group accounts
      2009 2008
22 trade and other payables     £m £m
trade payables     544 528
other taxes and social security     260 231
other creditors     07 34
accruals and deferred income     250 243
     1061 1036 
trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs the average credit 
period taken for trade purchases is 41 days 2008 41 days
   2009 2008 2009 2008
23 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 1 march 2008    271304714 267724741 300 296
 ordinary shares issued   2800000 3579973 03 04
 at 28 february 2009   274104714 271304714 303 300
during the year 2800000 2008 2950000 ordinary shares were issued to the n brown group employee share ownership trusts 
for £310254 2008 £368221 the company has one class of ordinary share which carry no right to fixed income
      2009 2008
24 share premium     £m £m
balance at 1 march 2008     110 103
premium arising on issue of equity shares     – 07
balance at 28 february 2009     110 110 n brown group plc annual report  accounts 2009 65
      2009 2008
25 own shares     £m £m
balance at 1 march 2008      01 –
additions      03 04
issue of own shares on exercise of share options     02 03
balance at 28 february 2009     02 01
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 32
during the year the employee trusts subscribed for 2800000 shares in n brown group plc for a consideration of £310254
at 28 february 2009 the employee trusts held 1546969 shares in the company 2008 754081 
26 foreign currency translation reserve      £m
balance at 24 february 2007      04 
exchange difference on translation of overseas operations     08 
balance at 1 march 2008      12 
exchange difference on translation of overseas operations     17
balance at 28 february 2009      29
27 retained earnings      £m
balance at 24 february 2007      1622 
ordinary dividends paid      215
recognised income for the period      646
exchange difference on translation of overseas operations      08 
adjustment to equity for share payments      02
share option charge       17
balance at 1 march 2008       2064 
ordinary dividends paid      249
recognised income for the period      623
exchange difference on translation of overseas operations      17
adjustment to equity for share payments      04
share option charge       18
balance at 28 february 2009      2443
notes to the group accounts 66 n brown group plc annual report  accounts 2009 
notes to the group accounts
28 disposal of subsidiary
as referred to in note 10 the group disposed of its interest in zendorcom limited in december 2007 
the net assets of zendorcom limited at the date of disposal were as follows
      2008
        £ m
plant and equipment      15 
trade receivables      46 
bank balances and cash      03 
trade payables      35
loan from parent company      19
current tax liability      01
net assets       09
profit on disposal      08
total consideration      17
satisfied by
cash      23
disposal costs      06
      17
net cash inflow arising on disposal      
cash consideration and loan repayment to parent company     36
cash and cash equivalents disposed of      03
      33
29 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
     2009 2008 
     £m £m
sterling     495 491 
euro     22 17
     517 508
30 contingent liabilities 
parent company borrowings which at 28 february 2009 amounted to £67m 2008 £02m have been guaranteed by certain  
subsidiary undertakings n brown group plc annual report  accounts 2009 67
       2009 2008
31 operating lease arrangements     £m £m
minimum lease payments under operating leases
recognised in income for the period     45 46
at the balance sheet date the group had outstanding commitments for future minimum lease payments under noncancellable 
operating leases which fall due as follows
     2009 2008
       £m £m
within one year     05 01
in the second to fifth years inclusive     63 65
after five years     154 172
     222 238
operating lease payments represent rentals payable by the group for certain buildings plant and equipment and motor vehicles
32 equity settled share based payments
the remuneration report on pages 30 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 2009 2008
option scheme
2000 savings related scheme    88 – 290 january 2009 – february 2014 1891257 1855705 
1990 executive scheme   160 – 284 may 2002 – may 2010 62800 130800 
2000 executive scheme   106 – 341 october 2003 – may 2018 1518757 1229815 
unapproved executive scheme   146 – 341 may 2003 – may 2018 390631 411430 
value creation plan   – february 2014 – february 2019 3100000 –
longterm incentive scheme awards      
may 2005   – may 2008 – november 2008 – 1417071 
february 2006   – february 2009 – august 2009 59677 59677 
june 2006   – june 2009 – december 2009 874535 930978
october 2006   – october 2009 – october 2010 61907 61907
june 2007   – june 2010 – december 2010 683702 719260
august 2007   – august 2010 – february 2011 38480 52579 
july 2008   – july 2011 – january 2012 1661767 –
deferred annual bonus scheme awards
may 2006   – may 2008 – november 2008 – 220156
may 2007   – may 2009 – november 2009 158370 162797
may 2008   – may 2010 – november 2010 283072 –
notes to the group accounts 68 n brown group plc annual report  accounts 2009 
notes to the group accounts
32 equity settled share based payments – continued
movements in share options are summarised as follows
 2009 2008
    weighted  weighted
   number of  average exercise number of average exercise 
   share options price share options price
    £  £
outstanding at the beginning of the period 3627750 184 4118941 135
granted during the period  1717462 230 890653 315
forfeited during the period  919943 282 319555 146
exercised during the period  561824 114 1062289 116
outstanding at the end of the period  3863445 191 3627750 184
exercisable at the end of the period 507681 165 368243 179
options were exercised on a regular basis throughout the period and the weighted average share price during this period was 214 
pence 2008 286 pence the options outstanding at 28 february 2009 had a weighted average remaining contractual life of 52 
years 2008 49 years
movements in management share awards are summarised as follows
 2009 2008
    weighted  weighted
   number of average exercise number of average exercise 
   share awards price share awards price
    £  £
outstanding at the beginning of the period 3624425 – 4672852 –
granted during the period  5044839 – 935384 –
forfeited during the period  273999 – 216515 –
exercised during the period  1473755 – 1767296 –
outstanding at the end of the period  6921510 – 3624425 –
exercisable at the end of the period 59677 – – –
the awards outstanding at 28 february 2009 had a weighted average remaining contractual life of 55 years 2008 15 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
     2009 2008
weighted average share price at date of grant pence   208 331
weighted average exercise price pence   58 154
expected volatility     343 357
expected life years    25 – 55 25 – 55
riskfree rate     43 43
dividend yield     39 24
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 £18m and £17m related to equitysettled share based payment transactions in 2009 and 
2008 respectively n brown group plc annual report  accounts 2009 69
33 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 £06m 2008 £06m represents contributions payable to the schemes by the group at rates 
specified in the rules of the plans as at 28 february 2009 contributions of £01m 2008 £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 2006 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
     2009 2008
discount rate     67 61
expected return on scheme assets   54 58
expected rate of salary increase    49 51 
future pension increases    23 24
inflation     34 36
life expectancy at age 65 years
pensioner aged 65    212 212
nonpensioner aged 45    223 223
     2009 2008
amounts recognised in income in respect of these defined benefit schemes are as follows £m £m
current service cost    18 23
interest cost     35 32 
expected return on scheme assets   31 27 
     22 28
actuarial gains and losses have been reported in the statement of recognised income and expense the cumulative actuarial  
gains since transition to ifrs were £96m 2008 £113m
the actual return on scheme assets was a loss of £86m 2008 loss of £08m
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 70 n brown group plc annual report  accounts 2009 
notes to the group accounts
33 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
     2009 2008
     £m £m
present value of defined benefit obligations   508 568
fair value of scheme assets    468 510
deficit in the scheme and liability recognised in the balance sheet  40 58
     2009 2008
movements in the present value of defined benefit obligations were as follows  £m £m
at 1 march 2008    568 635 
service cost     18 23 
interest cost     35 32 
actuarial gains    100 114 
benefits paid     13 08
at 28 february 2009    508 568
     2009 2008
movements in the fair value of the scheme assets were as follows  £m £m
at 1 march 2008    510 358
expected return on scheme assets   31 27 
actuarial losses     117 35 
contributions from sponsoring companies   57 168 
benefits paid     13 08
at 28 february 2009    468 510 n brown group plc annual report  accounts 2009 71
33 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
   2009 2008 2009 2008
       £m £m
equities   68 70 190 270
bonds   45 45 278 240
   54 58 468 510
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
  2009 2008 2007 2006 2005
    £m £m £m £m £m
present value of defined benefit obligations  508 568 635  656 529
fair value of scheme assets  468 510 358 312 246
deficit in the scheme  40 58 277 344 283
experience adjustments on scheme liabilities 
amount £  – – 12 – –
percentage of scheme liabilities   0 0 2 0 0
difference between expected and actual return on scheme assets
amount £  117 35 10 30 07
percentage of scheme assets   25 7 3 10 3
the estimated amounts of contributions expected to be paid to the scheme during the current financial period is £57m
34 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 37 of the remuneration report
notes to the group accounts 72 n brown group plc annual report  accounts 2009 
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 period ended 28 february 2009 
which comprise the balance sheet and  
the related notes 1 to 10 these parent 
company financial statements have been 
prepared under the accounting policies  
set out therein
we have reported separately on the group 
financial statements of n brown group plc 
for the period ended 28 february 2009  
and on the information in the remuneration 
report that is described as having been 
audited
this report is made solely to the company’s 
members as a body in accordance with 
section 235 of the companies act 1985 
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 
the directors’ responsibilities for preparing 
the annual report and the parent company 
financial statements in accordance with 
applicable law and united kingdom 
accounting standards united kingdom 
generally accepted accounting practice 
are set out in the statement of directors’ 
responsibilities
our responsibility is to audit the parent 
company financial statements in 
accordance with relevant legal and 
regulatory requirements and international 
standards on auditing uk and ireland
we report to you our opinion as to whether 
the parent company financial statements 
give a true and fair view and whether the 
parent company financial statements have 
been properly prepared in accordance with 
the companies act 1985 we also report to 
you whether in our opinion the directors’ 
report is consistent with the parent 
company financial statements
in addition we report to you if in our 
opinion the company has not kept  
proper accounting records if we have  
not received all the information and 
explanations we require for our audit  
or if information specified by law  
regarding directors’ remuneration  
and other transactions is not disclosed
we read the other information contained  
in the annual report as described in the 
contents section and consider whether  
it is consistent with the audited parent 
company financial statements we 
consider the implications for our report  
if we become aware of any apparent 
misstatements or material inconsistencies 
with the parent company financial 
statements our responsibilities do not 
extend to any further information outside 
the annual report
basis of audit opinion 
we conducted our audit in accordance 
with international standards on auditing 
uk and ireland issued by the auditing 
practices board an audit includes 
examination on a test basis of evidence 
relevant to the amounts and disclosures  
in the parent company financial statements 
it also includes an assessment of the 
significant estimates and judgments made 
by the directors in the preparation of the 
parent company financial statements  
and of whether the accounting policies  
are appropriate to the company’s 
circumstances consistently applied  
and adequately disclosed
we planned and performed our audit  
so as to obtain all the information and 
explanations which we considered 
necessary in order to provide us with 
sufficient evidence to give reasonable 
assurance that the parent company 
financial statements are free from material 
misstatement whether caused by fraud  
or other irregularity or error in forming  
our opinion we also evaluated the  
overall adequacy of the presentation  
of information in the parent company 
financial statements
opinion 
in our opinion
• 	 t h e 	 p a r e n t 	 c o m p a n y 	 f i n a n c i a l 	 s t a t e m e n t s	
give a true and fair view in accordance 
with united kingdom generally accepted 
accounting practice of the state of the 
company’s affairs as at 28 february 2009
• 	 t h e 	 p a r e n t 	 c o m p a n y 	 f i n a n c i a l 	 s t a t e m e n t s	
have been properly prepared in 
accordance with the companies act 
1985 and
•	 the 	 information 	 given 	 in 	 the 	 dir ectors’	
report is consistent with the parent 
company financial statements
deloitte llp
chartered accountants and  
registered auditors 
manchester
12 may 2009 n brown group plc annual report  accounts 2009 73
company balance sheet
       2009 2008
as at 28 february 2009    note £m £m
fixed assets
investments     3 2679 2680 
        2679 2680
current assets
debtors     4 1041 1035 
cash at bank and in hand      – 27 
       1041 1062
creditors
amounts falling due within one year     5 1957 1958
net current liabilities     916 896
total assets less current liabilities     1763 1784
non current liabilities
bank loans    6 800 800
net assets     963 984
capital and reserves
calledup share capital     7 303 300
share premium account     8 110 110 
profit and loss account     8 550 574
equity shareholders’ funds     963 984 
the financial statements were approved by the board of directors and authorised for issue on 12 may 2009
they were signed on its behalf by 
alan white
dean moore
directors 74 n brown group plc annual report  accounts 2009 
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 1985 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 230 of the companies act 1985 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 28 february 2009 of £226m 2008 profit £366m
the non executive directors’ remuneration was £150000 2008 £147000 and five 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 2008 £10000 was borne by subsidiary undertakings
        
3 fixed asset investment        £m
cost   
at 1 march 2008      2680
investments written off in the period         01
at 28 february 2009          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 2009 75
notes to the company accounts
     2009 2008
4 debtors     £m £m
amounts falling due within one year   
amounts owed by group undertakings    1038 1030 
prepayments and accrued income     03 05 
     1041 1035 
     2009 2008
5 creditors     £m £m
amounts falling due within one year   
bank loans and overdrafts     67 02 
trade creditors     06 03 
amounts owed to group undertakings    1854 1887
corporation tax     23 23 
accruals and deferred income     07 43
     1957 1958 
        2009 2008
6 bank loans        £m £m
bank overdrafts        67 02
bank loans        800 800
        867 802
the borrowings are repayable as follows
on demand within one year        67 02
in the second year        – –
in the third to fifth year        800 800
        867 802
less amounts due for settlement within 12 months shown under current liabilities  67 02
amounts due for settlement after 12 months       800 800
the company has unsecured bank loans of £80m 2008 £80m drawn down under a medium term bank revolving credit facility 
committed until january 2012
at 28 february 2009 the company had available £40m 2008 £40m of undrawn committed borrowing facilities in respect of which  
all conditions precedent had been met
the weighted average interest rate paid was 50 2008 62 76 n brown group plc annual report  accounts 2009 
notes to the company accounts
  2009 2008 2009 2008
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 1 march 2008    271304714 267724741 300 296
 ordinary shares issued   2800000 3579973 03 04
 at 28 february 2009   274104714 271304714 303 300
during the year 2800000 ordinary shares were issued to the n brown group employee share ownership trusts for £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 24 february 2007   296 103 424 823
dividends paid   – – 216 216
profit for the financial period   – – 366 366
increase in share capital   04 07 – 11
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
at 28 february 2009   303 110  550 963
9 guarantees      
parent company borrowings which at 28 february 2009 amounted to £67m 2008 £02m 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 design elmwood wwwelmwoodcouk
shareholder information
financial timetable
2008 7 october announcement of interim results
 12 december closing of register for interim dividend
2009 9 january payment of interim dividend
 28 february financial yearend
 28 april preliminary announcement of annual results
 29 may publication of 2009 annual report and accounts
 26 june closing of register for final dividend
 7 july annual general meeting
 24 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
t elephone 0161 236 8256  t elephone 0871 664 0300
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bankers  solicitors stockbrokers
hsbc bank plc  pinsent masons llp credit suisse securities europe ltd
the royal bank of scotland plc eversheds llp rbs hoare govett limited
alliance  leicester commercial bank plc addleshaw goddard llp
  halliwells 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 websites
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Summary:
 2 n brown group plc annual report  accounts 2009 
financial highlights