In accordance with Listing Rule 9.6.1, Cable & Wireless Worldwide plc has today submitted to the National Storage Mechanism copies of each of the following documents:
- Annual Report and Accounts for the year ended 31 March 2012
- The Notice of Annual General Meeting to be held on 19 September 2012
The documents will shortly be available for inspection on the National Storage Mechanism website: www.hemscott.com/nsm.do and are also available on the Cable & Wireless Worldwide plc website at www.cw.com.
IMPORTANT: EXPLANATORY NOTE AND WARNING
The primary purpose of this announcement is to inform the market about the publication of Cable & Wireless Worldwide plc's Annual Report and Accounts for the year ended 31 March 2012 (the "2011/12 Annual Report").
The information below, which is extracted from the 2011/12 Annual Report, is included solely for the purpose of complying with DTR 6.3.5 and the requirements it imposes on issuers as to how to make public annual financial reports. It should be read in conjunction with Cable & Wireless Worldwide plc's Preliminary Announcement issued on 21 May 2012. Together these constitute the material required of DTR 6.3.5 to be communicated to the media in unedited full text through a Regulatory Information Service. This material is not a substitute for reading the full 2011/12 Annual Report. Page numbers and cross-references in the extracted information below refer to page numbers and cross-references in the 2011/12 Annual Report.
Statement of Directors’ responsibilities in respect of the Annual Report and the financial statements
“The Directors are responsible for preparing the Annual Report and the Group and parent Company financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and parent Company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with IFRSs as adopted by the EU and applicable law and have elected to prepare the parent Company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice).
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of their profit or loss for that period. In preparing each of the Group and parent Company financial statements, the Directors are required to:
- Select suitable accounting policies and then apply them consistently;
- Make judgements and estimates that are reasonable and prudent;
- For the Group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU; and
- For the parent Company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the parent Company financial statements.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006 and, with regard to the Group financial statements, Article 4 of the IAS Regulations. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are responsible for the Directors’ Directors’ Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors’ statement pursuant to the Disclosure and Transparency Rules
Each of the Directors, whose names and functions are listed on pages 12 and 13 confirm that, to the best of each person’s knowledge and belief:
- The financial statements, prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group;
- The financial statements, prepared in accordance with UK GAAP give a true and fair view of the assets, liabilities, financial position and profit of the Company; and
- The Directors’ report contained in the Annual Report includes a fair review of the development and performance of the business and the position of the Company and Group, together with a description of the principal risks and uncertainties that they face.
Disclosure of information to the auditors
Having made the requisite enquiries, so far as the Directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company’s auditor is unaware, and the Directors have taken all the steps they ought to have taken to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.
By order of the Board
Chief Executive Officer
21 May 2012”
Related party transactions
“Transactions with key management personnel
There were no material transactions with key management personnel except for those relating to remuneration (see notes 2.1.3 and 4.5.2 within the 2011/12 Annual Report), and shareholdings.
Transactions with other related parties
There are no controlling shareholders of the Group. Other than the parties disclosed above, the Group has no other material related parties.”
Principal Risks and Uncertainties
“The Group’s risk management system is subject to regular review to ensure compliance with the requirements of The UK Corporate Governance Code (2010) and Turnbull guidance (2005) on internal control and risk management.
The Directors are ultimately responsible for the Group’s risk management system and for reviewing its effectiveness. The risk management system is designed to manage, rather than eliminate, the risk of failure to achieve business objectives and there is an ongoing process in place for identifying, assessing, managing, monitoring and reporting on the significant risks faced by the business. The process has been in place for the year under review and up to the approval of these financial statements.
The Board receives a report every six-months, through the Audit Committee, of the significant risks and progress on delivery of the mitigating factors.
Key features of our system of risk management include:
- A continuing process for the identification and evaluation of significant risks to the achievement of business objectives;
- Management process in place to mitigate significant risks;
- Ongoing monitoring of significant risks that may change the businesses risk profile; and
- A regular review by the business of both the type and amount of external insurance purchased, bearing in mind the availability of such cover, its cost and likelihood and magnitude of the risk involved.
The principal risks facing the Group, which have been considered by the Board, are detailed below:
|Key Risks||Mitigating Activity|
Economic trading conditions continue to be a challenge. Should the UK Government announce further spending cuts to address the UK public spending deficit, this may impact business performance. This could affect our growth and profitability as well as our ability to finance our business.
|Senior leadership is closely involved in monitoring current economic trading conditions and putting in place actions to react to any identified changes.|
|BT market dominance
In the UK we are reliant on BT’s network to deliver some services to our customers in a similar manner to all major telecom operators. BT is also our largest competitor. As BT is both the main competitor and main supplier to telecommunication operators, the regulator Ofcom must regulate BT’s practices to ensure that a fair and competitive environment is maintained. Any failure of Ofcom to deliver a fair market could have a material effect on our results.
|We engage with Ofcom to encourage balanced regulation and where appropriate we will appeal against decisions that are perceived to favour the interests of BT.|
We have announced strategic initiatives to streamline and simplify the way in which we operate. In order to deliver this simplified operating model there is inherent risk in the transformation as we migrate, re-engineer our processes, cease operating old systems and introduce new systems. This transformation requires talent and capability as well as the capacity for the business to absorb this degree of change.
|The change agenda is monitored closely by senior management to ensure it is delivering the required improvements and that the various projects remain on track. Progress is reported to the Board on a monthly basis.|
Our network infrastructure is a critical asset – without it we would be unable to provide customers with their contracted services. Our network is vulnerable to interruption and damage from natural disasters, fire, security breaches, terrorist action, human error and other factors outside of our control.
Maintaining an uninterrupted and high-quality service over our network infrastructure is critical to our ability to attract and retain customers. Providing a competitive service level depends partly on our ability to maintain and upgrade our networks in a cost-effective and timely manner.
Failure of part or all of our network or IT infrastructure may result in the loss of customers or we may receive claims from customers based on loss of service, affecting our reputation and results.
|We have extensive business continuity and disaster recovery plans, crisis management and emergency response teams and insurance cover in place.
We monitor network faults and ensure that serious service impacting incidents are escalated to senior management for customer liaison purposes and are technically resolved as quickly as possible. We also strive constantly to improve our network and add resilience where issues are identified.
The security of our customer’s data is of high importance. We have significant volumes of sensitive data passing through our network. The need to apply patches to software can be important to maintain the integrity of the software’s security regime to protect data from accidental loss or deliberate theft.
Should security measures fail or the software patch upgrades be inadequate and there is a breach that resulted in a loss of data, we would be exposed to significant contract-related and regulatory consequences.
|Data security monitoring measures are in place and subject to frequent review to identify any apparent risks which are then remedied.|
|Olympics – operational delivery
In the build up to the London 2012 Olympic Games and the Queens Diamond Jubilee, the police will be putting several new security measures in place. This means that Cable&Wireless Worldwide will be unable to access certain areas of London to carry out normal maintenance work. This could result in a disruption to services.
|Business continuity management planning, specific to this time period, is underway as well as participation in governmental groups reviewing national infrastructure needs.|
As a telecommunication provider in the enterprise and public sector markets we are dependent upon substantial contracts with large customers. These contracts may have demanding performance criteria and/or high or unlimited liability limits.
|We monitor key aspects of our significant contracts for operational delivery to ensure compliance in order to avoid financial penalties and ensure customer satisfaction.|
We are subject to regulation from a number of separate bodies. Regulatory change is a continuing process. Changes in laws, regulations or governmental policy affecting our activities and those of our competitors could significantly influence how we operate our business and introduce new products and services. Changes could adversely affect our ability to set prices, enter new markets or control our costs.
Over the past three financial years, the Group has received settlement in respect of certain regulatory claims totalling £32 million that are subject to a hearing by the Court of Appeal. The Directors believe the likelihood of the Court of Appeal overturning the rulings by the regulator, Ofcom, and the Competition Appeals Tribunal, to be extremely remote. If the Court of Appeals finds in favour of the plaintiff, the Company may be required to repay some, or all, of amounts received, resulting in a charge to the income statement being recognised at that time of up to £34 million.
|We maintain regular dialogue and monitor the actual and potential changes to the regulatory framework under which we operate. Negative impacting matters are responded to and appropriate actions taken to lessen the impact upon the business.|
|Emergency Call Handling
Delivery of effective emergency call handling services is an Ofcom requirement for both our own customers and those for whom we provide emergency call handling services.
The risk relates to an inability to direct emergency services to the correct address should the caller be unable to identify from where they are calling. Should a significant error occur, it is possible that this could contribute to a loss of life that could significantly damage our reputation and result in Ofcom investigations and fines (currently set at a maximum level of 10% of turnover).
|We monitor delivery of emergency call handling services and where errors are identified they are investigated and remediation plans enacted. Regular liaison with Ofcom ensures continuous dialogue and awareness of service delivery.|
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Head of Press Relations
+44 (0)7822 803889
Head of Secretariat
+44 (0)20 8243 1822
Notes to Editors
About Cable&Wireless Worldwide
Cable&Wireless Worldwide (LSE: CW) provides integrated communications and data hosting services to large enterprises and mid-market customers in both the public and private sectors. With an unrivalled heritage and a globally significant network Cable&Wireless Worldwide can provide robust and resilient connectivity to over 150 countries.
To find out more, visit www.cw.com